M E M B E R S H I P P L A N

Transcription

1 MEMBERSHIP PLAN

2 C AREFULLY R EVIEW A LL M EMBERSHIP D OCUMENTS Every person who desires to obtain a membership ( Membership ) in the RiverTowne Country Club ( Club ), or owns or purchases a Lot within Parkers Island or a condominium unit within Preservation Row Condominium (collectively, the Communities ) should carefully read this Membership Plan and all of the referenced documents and should seek professional advice to evaluate these documents. R ELY O NLY ON I NFORMATION IN T HIS M EMBERSHIP P LAN NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS MEMBERSHIP PLAN OR IN THE OTHER DOCUMENTS REFERRED TO HEREIN AND, IF ANY SUCH INFORMATION IS GIVEN OR ANY SUCH REPRESENTATIONS ARE MADE, THEN SUCH INFORMATION OR REPRESENTATIONS WERE NOT AUTHORIZED BY THE CLUB AND MAY NOT BE RELIED UPON. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF MEMBERSHIP AS DESCRIBED IN THE MEMBERSHIP PLAN, RULES AND REGULATIONS AND MEMBERSHIP AGREEMENT, AND ANY OTHER INFORMATION OR REPRESENTATION, WHETHER ORAL OR WRITTEN, THE TERMS OF THE MEMBERSHIP PLAN, RULES AND REGULATIONS AND MEMBERSHIP AGREEMENT SHALL GOVERN. M EMBERSHIPS ARE O FFERED O NLY FOR R ECREATIONAL P URPOSES MEMBERSHIPS IN THE CLUB ARE BEING OFFERED EXCLUSIVELY FOR THE PURPOSE OF PERMITTING MEMBERS THE RECREATIONAL USE OF THE CLUB FACILITIES. MEMBERSHIPS SHOULD NOT BE VIEWED AS AN INVESTMENT AND NO MEMBER SHOULD EXPECT TO DERIVE ANY ECONOMIC PROFITS OR BENEFITS FROM MEMBERSHIP IN THE CLUB. NO FEDERAL OR STATE AUTHORITY HAS PASSED UPON OR ENDORSED THE MERITS OF THIS MEMBERSHIP PLAN. A PPLICATION P ROCEDURE Each person who desires to become a member of the Club ( Member ) must mail or deliver to the Director of Membership for the Club a fully completed and signed Membership Agreement, along with a check for the required fee for initiation ( Initiation Fee ), if any. In the event the agreement is not acted upon favorably, the Initiation Fee actually paid will be fully refunded, without interest. M EMBERSHIP D EPARTMENT A VAILABLE T O A NSWER Q UESTIONS All inquiries regarding Membership in the Club or this Membership Plan and referenced documents should be directed to the Membership Department. You may visit the Membership Office, conveniently located at 1700 RiverTowne Country Club i

3 Drive, Mt. Pleasant, South Carolina or you may call (843) No appointment is necessary. ii

4 TABLE OF CONTENTS MEMBERSHIP FEATURES AND FACILITIES...1 MEMBERSHIP CATEGORIES AND PRIVILEGES...2 FAMILY AND GUEST PRIVILEGES...4 OFFERING OF MEMBERSHIPS...5 INITIATION FEE...6 TRANSFER OF MEMBERSHIP...7 DUES AND CHARGES...7 MEMBERSHIP AGREEMENT...10 OTHER MEMBERSHIPS AND USE PRIVILEGES...10 CLUB OPERATIONS...12 Amended and Restated May 2008 iii

5 I NTRODUCTION MEMBERSHIP FEATURES AND FACILITIES This Membership Plan, the Rules and Regulations and the Membership Agreement, set forth the rights and privileges of Membership, for Members, their families and guests to use the golf, and clubhouse facilities at RiverTowne Country Club. Definitions for capitalized terms not defined in the body of this Membership Plan can be found in Exhibit A to this Membership Plan. C LUB F ACILITIES Members, their families and guests, and others will enjoy the following exceptional facilities of the Club: 18-hole Arnold Palmer Signature golf course. Golf practice facilities, including a driving range, a practice chipping area, and a putting green. Clubhouse with pro shop, dining area, Members only room, as well as men's and ladies locker rooms. The above listed facilities are referred to as Club Facilities in this Membership Plan. There is no assurance that the Club Facilities will be of any specific size or number. Any representations regarding size, number or adequacy of Club Facilities may not be relied upon. The Club reserves the right to make any changes in the Club Facilities available for use by Members. Certain recreational amenities, such as tennis courts and a swimming pool adjacent to Parkers Island, are not Club Facilities. Owners of a Lot in Parkers Island may use these facilities without being a Member in the Club in accordance with the Declaration. A DDITIONAL C LUB F ACILITIES The Club may, in its sole discretion, expand the Club Facilities, or add additional facilities either on or off-site as it determines appropriate from time to time, including additional golf facilities. If additional facilities are added to the Club Facilities, the number of Memberships issued in the Club may be increased. If additional facilities, including additional golf courses, are added, the Club may extend Membership privileges for the additional facilities to all Members or only to Members of certain categories or may create new Membership categories to which then existing Members may, to the extent available and offered, in the Club's sole discretion, upgrade upon payment of an additional initiation fee. The Club may, in its discretion, increase dues for all Members or certain categories of Membership to pay the additional costs associated with the additional Club Facilities, or give Members the option to use the Club Facilities upon payment of additional Membership dues or fees. In addition, 1

6 the Club and/or its affiliates may construct other golf courses and recreational facilities as part of a separate club, and may make available Memberships in the separate club to Members of the Club, in its discretion. P ERSONALIZED M EMBER S E RVICES Designated Club staff may be available to assist Members in arranging for a variety of personal services, including dinner reservations, tickets to sporting and cultural events, local transfers, shuttle service, car rentals, and business assistance, such as copies and faxes. Such Member services are included with a Membership, however, the cost of services used will be charged to the Member. P REFERRED P RICING FOR M EMBERS Members, but not guests of Members, will receive preferred pricing on selected items, non-sale golf shop and soft goods merchandise, and food and beverages purchased at the Club Facilities, except at banquets, special events or catered parties. Such preferred pricing shall be determined by the Club from time to time in its sole discretion O WNERSHIP AND O PERATION OF C LUB F ACILITIES RiverTowne Golf, LLC, a Georgia limited liability company and/or its affiliates collectively (the "Company"), owns and operates the Club Facilities. Ginn Resort Management, LLC, a Georgia limited liability company and/or its affiliates ("Operator") operates the Club Facilities pursuant to a management agreement. Where this Membership Plan refers to the Club taking action or having certain rights, the Company, the Operator or their designees shall be authorized to take any and all such actions and shall have any and all such rights. MEMBERSHIP CATEGORIES AND PRIVILEGES C ATEGORIES OF M EMBERSHIP In order to provide availability of facilities and services to Members, the Club is currently offering Memberships in the following categories: Full Membership, Social Membership and Recallable Full Membership. The Club may offer certain other Memberships and use privileges, as described in the "Other Memberships and Use Privileges" provision in this Membership Plan. The Club is no longer offering Resident Associate Memberships to prospective Members of the Club. F ULL M EMBERSHIP Each person who acquires a Full Membership will be entitled to use the golf and clubhouse facilities of the Club. Full Members will not be required to pay greens fees for use of the golf facilities, but will be required to pay golf cart fees. Full Members will be entitled to reserve golf starting times fourteen (14) days in advance. Full Members will have complimentary use of the practice range and will be eligible to play in Club tournaments. The Club reserves the right to offer Full Memberships to residents of 2

7 Parker Island ( Residents ) and individuals who live outside Parker Island ( Non- Residents ) pursuant to the Other Memberships and Use Privileges section of this Membership Plan. S OCIAL M EMBERSHIP Each person who acquires a Social Membership will be entitled to use the golf and clubhouse facilities of the Club. Social Members will be required to pay full greens fees and golf cart fees for use of the golf facilities and shall be limited to twelve (12) rounds of golf play per Membership year. Social Members will be entitled to reserve golf starting times six (6) days in advance. Social Members will have access to the practice range upon the payment of practice range fees as determined by the Club and will be eligible to play in Club tournaments on a space available basis. The Club reserves the right to offer Social Memberships to Residents and Non-Residents. R ECALLABLE F ULL M EMBERSHIP Each person who acquires a Recallable Full Membership will be entitled to use the golf and clubhouse facilities of the Club. Recallable Full Members will not be required to pay greens fees for use of the golf facilities, but will be required to pay golf cart fees. Recallable Full Members will be entitled to reserve golf starting times fourteen (14) days in advance. Recallable Full Members will have complimentary use of the practice range and will be eligible to play in Club tournaments. The Club reserves the right to offer Recallable Full Memberships to Residents and Non- Residents pursuant to the Other Memberships and Use Privileges section of this Membership Plan. A Recallable Full Membership is subject to recall by the Club, in its sole discretion, at any time after three (3) years from the date upon which the purchaser s Membership in the Club is approved by the Club. In the event a Recallable Full Membership is recalled, under no circumstances shall the Recallable Full Member be entitled to the refund or repayment of any Initiation Fee required for Membership in the Club unless so designated in the Member s Membership Agreement. A Recallable Full Member may be subject to Membership requirements more fully described in the Member s Membership Agreement. R ULES AND P OLICIES The Club may, from time to time, as the Club may determine in its sole discretion, establish, modify, or amend rules, regulations, policies, guidelines, or systems to govern access to, or reservation of, the use of the Club Facilities by the Members and their guests. A DVANCE S IGN- UP P OLICIES The Club reserves the right to establish tee time policies in its sole discretion, except for advance tee time reservation privileges for Full Members as set forth herein. The Club will announce advance tee time privileges on an annual basis. 3

8 U PGRADE OF M EMBERSHIP Recallable Full Members and Social Members may upgrade to the Full Membership category, in the sole discretion of the Club, if the Full Membership is then available and not reserved. In order to upgrade, the Member shall pay to the Club the difference between the Initiation Fee previously paid by the Member for the lower category of Membership and the Initiation Fee which is then in effect for a Full Membership. D OWNGRADE OF M EMBERSHIP A Full Member may downgrade to a Social Member one time by submitting a written resignation for the Full Membership and an executed Membership Agreement for Social Membership. The downgrading Member will not be required to pay an Initiation Fee for Social Membership. A downgrading Member will not be entitled to a refund of the difference between the Initiation Fee for Full Membership and the Initiation Fee for Social Membership. A downgrade of a Membership requested prior to the 15 th of the month will not become effective until the 1 st of the next month. Downgrades requested after the 15 th of the month will not become effective until after the 1 st of the following month and will therefore incur an additional month of Full Membership dues. The Full Member will continue to be responsible for Full Membership dues and have Full Membership privileges until the effective date of the downgrade to Social Membership. Social Membership dues and Social Membership privileges will not commence until the Member's obligation to pay Full Membership dues ceases. Any Member who downgrades to Social Membership in accordance with this paragraph may upgrade back to Full Membership only if a Full Membership is then available and only in accordance with the "Upgrade of Membership" section of this Membership Plan. FAMILY AND GUEST PRIVILEGES I MMEDIATE F AMILY P RIVILEGES A Member's immediate family will be entitled to use the Club Facilities in accordance with the Member's category of Membership if the Member pays the family level of dues. A Member's immediate family will include the Member's spouse or significant other and their unmarried children under the age of twenty-three (23), who live in the Member's home, attend school on a full-time basis or serve in the military. If a Member pays the individual level of dues, his or her immediate family members may use the Club Facilities as a guest of the Member, subject to the restrictions more particularly described in the Rules and Regulations. P R IVILEGES FOR I NDIVIDUAL L IVING WITH M EMBER A Member living together with another individual in the same household as a family unit on a permanent basis may designate that individual to use the Club Facilities as an immediate family member, on a Membership year basis, upon payment of the required designee fee. The total number of adults who may have immediate family privileges is limited to two adults per Membership, including the Member, at any one time. The Member and the designated user shall be individually and jointly responsible for the 4

9 payment of all charges and fees incurred by the designated user. The Club reserves the right to establish such fees and other rules it deems appropriate with respect to such designees as the Club may determine from time to time in its sole discretion. E XTENDED F AMILY P RIVILEGES The Club reserves the right from time to time, to permit the extended family of a Member to use the Club Facilities as a guest of the Member and upon payment of preferred fees, as may be established by the Club from time to time in its sole discretion. The extended family shall include the parents, adult children who do not fall within the definition of immediate family, grandparents, grandchildren and great-grandchildren of the Member and spouse and the spouses of such family members. The Club may modify or terminate this privilege and establish such rules with respect thereto as it may determine from time to time in its sole discretion. G UEST P RIVILEGES Members may have guests use the Club Facilities in accordance with the Member's category of Membership, the Rules and Regulations of the Club and the Club s guest policies. The Club may limit the number of guests and the number of times a particular guest may use the Club Facilities during each Membership year. The Member will be responsible for the payment of charges incurred by any guest including any applicable daily guest fees established by the Club from time to time in accordance with the Rules and Regulations. Members are responsible for the deportment of their guests. All guest fees and charges will be billed on the Member s account. P RIMARY P LAYING T IMES Although each Membership has family and guest privileges, the Club may from time to time establish primary playing times during which certain classes of Members, children and/or guest golf play may be restricted, in accordance with this Membership Plan and the Rules and Regulations, to better handle golf play during primary playing times. The Club may designate times when only certain classes of Members and their spouses may play or when certain classes of Members, guests or children may not play golf, notwithstanding any provision herein. Children who are immediate family will have the same golf privileges as the Member during all times except primary playing times. G ENERAL OFFERING OF MEMBERSHIPS Resident Full Memberships, Recallable Full Memberships and Resident Social Memberships will be offered to First Buyers and such other Owners of Lots in Parkers Island, as determined by the Club. Social Memberships may also be made available to initial and other purchasers of units in the Preservation Row Condominium, as determined by the Club. Full Memberships, Social Memberships and Recallable Full Memberships may be offered to Residents and Non-Residents, in the sole discretion of the Club. The Club is no longer offering Resident Associate Memberships. 5

10 F IRST B UYERS OF L OTS A First Buyer of a Lot in Parkers Island may acquire a Resident Full Membership or Resident Social Membership (subject to the Club's application procedures described in this Membership Plan and Rules and Regulations) prior to the end of twelve (12) months from the purchaser's closing on his or her Lot ( Availability Period ). The Club shall not be required to make a Resident Full Membership or a Resident Social Membership available to a First Buyer after the Availability Period. OWNERSHIP OF A LOT DOES NOT GIVE ANY VESTED RIGHT OR EASEMENT, PRESCRIPTIVE OR OTHERWISE, TO USE THE CLUB FACILITIES, AND DOES NOT GRANT ANY OWNERSHIP OR MEMBERSHIP INTEREST IN THE CLUB OR THE CLUB FACILITIES. O THER O WNERS OF L OTS Each Owner of a Lot shall have the right to acquire a Membership (subject to the Club s application procedures described in this Membership Plan and the Rules and Regulations). The Club may make available to Owners of Lots, other than First Buyers, Resident Full Memberships, or some other category of Membership, in its discretion, and charge such Initiation Fee or deposit as it determines in its sole discretion from time to time. M EMBERSHIP P RIVILEGES P RIOR TO C LOSING The Club may allow the First Buyer of a Lot in Parkers Island or Other Owners to use the Club Facilities as a Member prior to the closing on his or her Lot. The person will be required to pay the applicable Initiation Fee, dues, fees and other charges established by the Club from time to time in its sole discretion. In the event the purchaser does not close on the Lot, the Club may terminate the Membership privileges by returning to the person the Initiation Fee and the unused portion of any dues, fees and charges paid by the person in advance for the remainder of the Membership year. In this event, a Membership will thereafter be made available to the person as determined by the Club in its sole discretion. INITIATION FEE I NITIATION F EE R EQUIRED TO A CQUIRE M EMBERSHIP Each person who desires to acquire a Membership will be required to pay a nonrefundable Initiation Fee determined by the Club from time to time. A Member shall not be entitled to a refund of any portion of the Initiation Fee after resignation or termination of the Membership unless so designated in the Member s Membership Agreement. The Club may establish Initiation Fees at any amount, in its sole discretion. 6

11 N O T RANSFER TO T HIRD P ARTY TRANSFER OF MEMBERSHIP A Member may not transfer his or her Membership. S ALE OF L OT The subsequent purchaser of a Lot in Parkers Island may acquire a Membership, whether or not the seller of the Lot has a Membership. The subsequent purchaser desiring a Membership will be required to submit a Membership Agreement, will be subject to the approval of the Club and will be required to pay the Initiation Fee which is then in effect. If a Member sells his or her Lot in Parkers Island, does not resign from the Club and does not acquire another Lot in Parkers Island, the Club may recall the Membership at any time in its sole discretion. L EGAL S EPARATION OR D IVORCE OF M ARRIED M EMBERS In the event of the divorce or separation of spouses having Membership privileges, the Membership, including all of its rights and benefits, will vest in the spouse awarded the residence or Lot by an agreement of separation or a decree of divorce. In the case of Members who do not own a residence or Lot within the Communities, the Membership, including all of its rights and benefits, will vest in the spouse awarded the Membership by an agreement of separation or a decree of divorce. Until the award of the residence or Lot or Membership, as the case may be, and written notice thereof is provided to the Club, both spouses will be jointly and severally liable for all dues and charges and both may continue to enjoy Membership privileges so long as such amounts are timely paid. The Club reserves the right, in its sole discretion, not to transfer the Membership to either spouse if the Club, in its sole discretion, is unable to determine the person who is lawfully entitled to receive the Membership and in such case, both spouses shall remain liable for all dues and charges. D UES, F EES AND C HARGES DUES AND CHARGES Each Member is required to pay annual dues, fees and other charges associated with the Club. The Club will determine the amount of dues, fees and charges to be payable by Members each year. Dues shall be payable on a monthly basis on or before the last day of each month, unless otherwise determined by the Club from time to time in its sole discretion. The current dues, fees and charges for use of the Club Facilities are indicated on the Schedule of Dues and Charges. The amount of dues, fees and other charges is subject to change from time to time by the Club in its sole discretion. For a Member to be in good standing with the Club, the Member must be current in the payment of all amounts due the Club for all dues, fees and other charges. In addition to 7

12 the remedies provided for in the Declaration, if a Member is not in good standing with the Club, the Club may, at its option, suspend or terminate the Member's privileges to use any of the Club Facilities. In the event that the suspended Member's obligation to pay a Initiation Fee was waived by the Club, the Club may, at its option, condition such suspended Member's reinstatement on the payment of all delinquent dues, fees and other charges and the current Initiation Fee amount applicable to such Membership. The Club retains the right to utilize various collection efforts, including, but not limited to, collection agencies and litigation, in order to collect on delinquent dues, fees and charges. The expenses of any such collection efforts shall be charged to the Member that is not in good standing. F AMILY AND S INGLE D UES C ATEGORIES Membership shall be available in single and family membership dues categories. Single dues permit only the Member to use the Club Facilities. The immediate family of Members who elect single dues will be permitted to use the dining facilities of the Club. The family dues category is available only to Members who have a spouse, significant other or dependent children. Family dues shall permit the Member, the significant other or spouse of the Member, and their unmarried children under the age of twentythree (23), who live in the Member's home, attend school on a full-time basis or serve in the military to use the Club Facilities. A Member may change, effective at the beginning of a Membership year, from the single dues category to the family dues category by paying the difference, if any, between the Initiation Fee for the family level of dues then in effect and the Initiation Fee paid by the Member. A Member may change, effective the beginning of the Membership year, from the family dues category to single dues category, but shall not be entitled to a refund of any portion of the Initiation Fee paid by the Member. N O A SSESSMENTS A GAINST M E MBERS Members will only pay Membership dues, fees and other charges established from time to time by the Club, in its sole discretion. Except for the payment of dues, Members will not be subject to any liability for capital or operating assessments for the costs and expenses of ownership or operation of the Club or the Club Facilities. The Company will pay all operating deficits incurred in the operation of the Club Facilities and will retain all operating revenues resulting from operation of the Club Facilities. M EMBERSHIP Y EAR The Club's Membership year will constitute the twelve-month period commencing January 1 and ending December 31, unless otherwise established by the Club from time to time. P AYMENT OF D UES BY R ESIGNED M EMBER Should a Member desire to resign from the Club, the Member shall be required to give thirty (30) days prior written notice to the Club. A resigned Member shall be required to pay dues, fees and other charges associated with the resigned Membership until the 8

13 end of the thirty (30) day notice period unless otherwise agreed upon in the Member s Membership Agreement. A resigned Member shall be permitted to use the Club Facilities for so long as the dues, fees and other charges continue to be paid by the resigned Member. A CKNOWLEDGEMENT OF M EMBERSHIP R IGHTS Membership in the Club permits the Member to use the Club Facilities referred to in the Membership Plan in accordance with this Membership Plan and the Rules and Regulations. Membership in the Club is not an investment in Company or the Club Facilities, and does not give a Member a vested or prescriptive right or easement to use the Club Facilities. Membership in the Club does not provide a Member with an equity or ownership interest or any other property interest in the Company or the Club Facilities. A Member only acquires a revocable license to use the Club Facilities in accordance with the terms and conditions of the Membership Plan and Rules and Regulations, as the same may be amended from time to time, and this Membership Agreement. All rights and privileges of Members under this Membership Plan, the Rules and Regulations and the Membership Agreement are subordinate to the lien of any mortgage encumbering the Club Facilities from time to time. The Club reserves the right, in its sole discretion, to terminate or, from time to time, modify this Membership Plan and the Rules and Regulations, to reserve Memberships, to sell, lease or otherwise dispose of the Club Facilities in any manner whatsoever and to any person whomsoever, to add, issue, modify or terminate any type, category or class of Membership, to discontinue operation of any or all of the Club Facilities, to convert the Club into a Membership-owned club, and to make any other changes in the terms and conditions of the Membership or the Club Facilities available for use by Members. In the event of termination of the Membership Plan, termination of a person s category of Membership or the discontinuance of operation of all or substantially all of the Club Facilities, the affected Members will not be entitled to a refund of any Initiation Fee paid by the Member. In the event of a sale of the Club Facilities, the buyer shall take title subject to the terms and provisions of the then existing Membership Plan. Each Member acknowledges that the use of the Club Facilities and any privilege or service incident to Membership is undertaken with knowledge of risk of possible injury. Each Member accepts any and all risk of injury to the Member, the Member s guests and family sustained while using the Club Facilities or while involved in any event or activity incident to Membership in the Club. Each Member, on behalf of the Member, and anyone utilizing the Club Facilities through the Member, releases and indemnifies the Company doing business as the Club, Ginn Resort Management, LLC, a Georgia limited liability company, their affiliates, successors and assigns and their respective directors, officers, partners, members, shareholders, employees, representatives and agents and the members of the Advisory Board of Governors of the Club and any Club committee in the event of any injury to a Member or anyone utilizing Club Facilities through the Member, sustained while using the Club Facilities or while involved in any event or activity incident to Membership in the Club. 9

14 N O P LEDGE OF M EMBERSHIPS A Member may not pledge or hypothecate the Membership except to the extent the lien or security interest is incurred as a result of obtaining the Membership privileges. MEMBERSHIP AGREEMENT R EVIEW OF M EMBERSHIP A GREEMENT All applicants desiring a Membership must be approved by the Club. The right of each Owner of a Lot in Parkers Island to acquire a Membership in the Club shall be subject to the Owner submitting a completed Membership Agreement and approval by the Club of the Owner for Membership in the Club. The Club may require an interview with the Membership Department, and/or other designees of the Club. After receiving the Membership Agreement, the Club will determine whether the applicant has satisfied the relevant conditions of Membership. In the event the Membership Agreement is not acted upon favorably, the applicant will receive a refund of any amount previously paid, without interest. R IGHTS G OVERNED BY M EMBERSHIP P LAN Each Member of the Club agrees to be bound by the same terms and conditions of this Membership Plan and the Rules and Regulations, as may be amended from time to time, and any Membership Agreement executed by the Member and the Club. Each Member irrevocably agrees that the Membership privileges and benefits provided for in this Membership Plan supersede any and all Membership privileges and benefits with respect to the Club or any Club Facilities that such Member may have previously acquired in any manner whatsoever. OTHER MEMBERSHIPS AND USE PRIVILEGES O THER M EMBERSHIPS FOR P ROPERTY O WNERS The Club reserves the right to offer Memberships to Owners of a Lot in Parkers Island, other than Resident Full Memberships and Resident Social Memberships on such terms and conditions and afford such privileges as the Club determines. N ON- R ESIDENT G OLF M EMBERSHIPS The Club may offer annual Non-Resident Golf Memberships. Renewal of a Non- Resident Golf Membership shall be at the discretion of the Club. Non-Resident Golf Members will be entitled to use the Club Facilities on the same basis as a Full Member, and will be required to pay at least 120% of the dues charged Resident Full Members. Non-Resident Golf Memberships will not be available to persons who own a Lot in Parkers Island. 10

15 C ORPORATE M EMBERSHIP The Club may offer annual Corporate Membership to actual legal, business entities, as determined by the Club from time to time, in its sole discretion. Renewal of a Corporate Membership shall be at the discretion of the Club. Each Corporate Membership will entitle the Corporate Member to designate a number of persons to use the Club Facilities. Each designated user of the Corporate Membership will be entitled to use the Club Facilities on the same basis as an individual Full Member, and will be required to pay at least 120% of the dues charged Resident Full Members. Each Corporate Member and its designated users must complete and submit a Corporate Membership Agreement and Corporate Designee Membership Agreement, respectively, as provided by the Club and such other forms as may be requested by the Club to verify the Corporate Member's status as a bona fide business entity. Each designated user must be an owner, director, officer, partner, shareholder or employee of the entity and will be subject to approval of the Club, in its sole discretion. Each Corporate Member will be responsible for any unpaid dues, fees and other charges incurred by its designated users. A Corporate Member may change one or more of the designated users one time per Membership year, upon payment of a redesignation fee and subject to the terms and conditions established by the Club from time to time. H ONORARY M EMBERSHIPS The Club may issue Honorary Memberships in the Club to such persons as the Club determines from time to time in its sole discretion. These Honorary Memberships will be in addition to all other Memberships and will be available on such terms and conditions as the Club determines from time to time in its sole discretion. M EMBERSHIPS FOR P RIVATE R ESIDENCE C LUB / N ON- E QUITY C LUB Residences within the Communities may be developed as a Private Residence Club or Non-Equity Club, which may include residences in other Ginn residential communities or may be part of a system that includes residences in other residential communities. An owner of a membership in the Private Residence Club or Non-Equity Club may acquire a Membership, with such privileges, terms and conditions as determined by the Club in its sole discretion. In order to accommodate possible different structures, the Club reserves the right to tailor the Membership to the specific structure and modify this provision for the particular project. Memberships for owners in a Private Residence Club or Non-Equity Club may be in addition to other Memberships permitted to be issued in this Membership Plan. O UTSIDE P LAY The Club will also allow outside golf play on such terms and conditions as the Club determines appropriate. "Outside play" is defined as any round of golf that is not played by a Member, a Member's family or guest of a Member. The Club reserves the right to eliminate or restrict use of the Club Facilities by Outside Players in its sole discretion. 11

16 Outside Players may reserve golf tee times ahead of Full Members, Recallable Full Members and Social Members in accordance with policies established by the Club from time to time. R ESORT/HOTEL G UESTS The Club will permit guests of selected resorts or hotels to use the Club Facilities on such terms and conditions as the Club determines appropriate. The Club reserves the right to restrict use of the Club Facilities by Resort or hotel guests in its sole discretion. The Club may from time to time, allocate certain tee times for resort or hotel guests only. C ORPORATE O UTINGS Use of the Club Facilities by Members may be restricted or reserved from time to time by the Club for corporate outings held at the Club Facilities. R ECIPROCAL P RIVILEGES AND A CCESS A RRANGEMENTS The Club may, from time to time, in its sole discretion from time to time, enter into reciprocal use privileges and access agreements with other clubs and resorts, as the Club determines appropriate from time to time. P ROMOTIONAL U SE AND T OURNAMENT OR G ROUP P LAY The Club will have the right to designate other persons who will not count toward Membership limits, including, without limitation, officers, directors, partners, shareholders, employees and designees of the Company and its affiliates and their guests to use the Club Facilities upon such terms and conditions as may be determined from time to time by the Club in its sole discretion. The Club will also have the right to permit prospective members and purchasers of Lots in Parkers Island or condominium units in Preservation Row to use the Club Facilities on such terms and conditions as may be determined from time to time by the Club. The Club reserves the right, in its sole and absolute discretion, to restrict or to otherwise reserve in advance the Club Facilities for maintenance, tournament or group play, outings and other special events from time to time. M ANAGEMENT AND O PERATION CLUB OPERATIONS The Company owns the Club and is solely responsible for the management, operation and administration of the Club Facilities and the Club. The Company has the exclusive authority to accept Members, set dues and charges, establish rules and regulations and control the management and affairs of the Club Facilities and the Club. The Company reserves the right to engage a professional management company to manage and operate the Club Facilities. 12

17 EXHIBIT A TO MEMBERSHIP PLAN D EFINITIONS (a) (b) (c) (d) (e) (f) (g) "Builder" will mean any Person who or which purchases one or more Lots for the purpose of constructing improvements for later sale at retail to First Buyers or purchases of one or more parcels of land within the Residential Property for further subdivision, development and/or resale in the ordinary course of such Person's business. "Declaration" will mean and refer to the Declaration of Covenants, Conditions and Restrictions for Parkers Island and all supplements and amendments Filed of Record from time to time. "First Buyer" shall mean and refer to the initial Owner of the Lot acquiring same for his personal use and not for the purpose of constructing a residence and selling same in the ordinary course of his business. A First Buyer specifically excludes a Builder acquiring any portion of the Residential Property for further development, construction and sale of a residential unit in the ordinary course of business. "Lot" shall mean and refer to any improved or unimproved portion of the Residential Property upon which a residential unit may be constructed, as such Lot is shown on the Site Plan. "Owner" will mean and refer to one or more Persons, including a Declarant under the Declaration, who, individually or collectively, if more than one, owns fee simple title to any Lot. "Owner" will not refer to any mortgagee (unless the mortgagee has acquired title for other than security purposes) or to any Person or Persons purchasing a Lot under contract (until title is conveyed) unless a purchaser under a contract for deed is so designated an "Owner" pursuant to a Supplemental Declaration Filed of Record by the Declarant developing the Lot. "Person" will mean and refer to a natural person, corporation, partnership, association, trust, limited liability company or other legal entity, or any combination thereof. "Residential Property" will mean and refer to all the land, and all improvements thereto or situate thereon described in Exhibits "A", "B" and "C" of the Declaration and, upon submission to the provisions of the Declaration, will include the Additional Property which may be added pursuant to Section 2.3 of the Declaration, together with all improvements thereon. (h) "Site Plan" will initially mean and refer to those plats of the Residential Property described in Exhibit G of the Declaration. From time to time as any subdivision plat of the Residential Property or any portion thereof or any Additional Property as may be submitted to the terms of the Declaration, shall be Filed of Record, such subdivision plat shall be deemed the "Site Plan" for the portion of the Property shown thereon. 13