GOLF BEACH SHUTTLE TENNIS FINE DINING POOL FITNESS BOCCE SOCIAL CALENDARS LEAGUE PLAY

GOLF BEACH SHUTTLE TENNIS FINE DINING POOL FITNESS BOCCE SOCIAL CALENDARS LEAGUE PLAY

SPANISH WELLS GOLF & COUNTRY CLUB MEMBERSHIP PLAN OVERVIEW Escalante Spanish Wells LP, a Florida limited partnership (the Company ), purchased Spanish Wells Golf and Country Club (the Club ) from the Club s Members on March 15, 2011 (the Closing Date ). The Club is a private country club within The Spanish Wells Development, Bonita Springs, Florida. All Memberships issued by the Company, even those issued prior to Closing Date, are subject to this Membership Plan, as subsequently modified and amended (the Plan ). MEMBERSHIP CATEGORIES AND PRIVILEGES The Company offers three (3) categories of Club facilities access and usage privileges (these privileges referred to in this Plan as Memberships ): Full Golf, Partial Golf, and Club Amenities. The Company reserves the right in its sole discretion to create new categories of Membership and new access privileges, as well as the right to modify, terminate or convert existing Membership categories and privileges. The Company also continues to honor, but no longer offers, Annual, Associate, Limited, Resident/Social and Dining Memberships issued prior to the Closing Date. The Company will continue to honor the privileges of each (in accordance with the Plan) for so long as members remain therein. MEMBERSHIP FEATURES Access to Tarpon Cove Yacht and Racquet Club. Members enjoy access and usage privileges at the Tarpon Cove Yacht and Racquet Club for no additional fee, other than food and beverage and merchandise charges. Membership Initiation Fee Refunds. The Company will refund to resigned Full Golf, Partial Golf, and Club Amenities Members, whose Memberships are reissued from the Club s Reissuance Wait List, seventy-five percent (75%) of the average of the Initiation Fee actually received by the Company for the prior three Memberships issued within the Membership category, less any amount the resigned Member owes the Company. Resigned Memberships Reissued Prior to Membership Sell-out. The Company will maintain a Reissuance Wait List from which it will reissue (in accordance with this Plan) resigned Full Golf, Partial Golf, and Club Amenities Memberships prior to the original issuance of all Memberships within each category. Transferability of Memberships with Residence. A Full Golf, Partial Golf, and Club Amenities Member may avoid the wait for a reissuance refund by transferring his Membership through the Company to the subsequent purchaser of his residence or home site in the Florida Counties, subject to the terms hereinafter more specifically set forth.

Inheritability. Upon the death of a Full Golf, Partial Golf, and Club Amenities Member, the Membership can be transferred to his or her spouse or adult child in accordance with this Plan. No Assessments. Members are responsible only for dues, fees and charges established by the Company and incurred by family members and guests but are not subject to either operating or capital assessments. Immediate Family Privileges. The Member's spouse and unmarried children under the age of 22 who are living at home, attending school on a full-time basis or in the military can enjoy the Club Facilities on the same basis as the Member. Lessee Privileges. Lessees of a Full Golf, Partial Golf, and Club Amenities Member s residence in the Community may enjoy Membership privileges in the Club as further described in this Plan. Club Newsletter. Members will receive newsletters containing information about events and activities at the Club and other items of interest to Members. APPLICATION PROCEDURE AND QUESTIONS Interested individuals must submit to the Company a fully completed and signed Membership Agreement with a check in the amount of the initiation fee payable for their selected category of Membership. In the event the Company does not act favorably with respect to any Membership Agreement, the Company will return the check. All inquiries regarding Membership in the Club and questions regarding this Plan or its referenced documents should be directed to the Membership Director at the Club. The Membership Director can be reached during normal business hours by calling (239) 992-5100 or by visiting the Club Membership Office located within the Clubhouse at 9801 Treasure Cay Lane, Bonita Springs, Florida 34135. No appointment is necessary, although one is recommended. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PLAN AND ITS REFERENCED DOCUMENTS AND, IF GIVEN OR MADE, SUCH INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF ACCESS AND USE CONTAINED IN THIS PLAN, THE CLUB RULES AND REGULATIONS OR THE MEMBERSHIP AGREEMENTS, THE TERMS AND CONDITIONS OF THIS PLAN SHALL CONTROL. MEMBERSHIPS AT THE CLUB ARE ISSUED EXCLUSIVELY FOR THE PURPOSE OF PROVIDING HOLDERS ACCESS TO THE USE AND ENJOYMENT OF THE CLUB S FACILITIES. MEMBERSHIPS SHOULD NOT BE VIEWED AS AN INVESTMENT AND NO MEMBER SHOULD EXPECT TO DERIVE ANY ECONOMIC PROFITS FROM CLUB MEMBERSHIP. NO FEDERAL OR STATE AUTHORITY HAS PASSED UPON OR ENDORSED THE MERITS OF THIS PLAN OR OFFERING.

TABLE OF CONTENTS THE CLUB AND ITS FACILITIES...1 Transition of Club Ownership and Operation...1 Club Facilities...1 Club Ownership and Operation...2 Board of Governors..2 Club Committees..2 MEMBERSHIP CATEGORIES AND PRIVILEGES...2 Golf Membership...2 Club Amenities Membership...2 Rules and Policies...3 NUMBER OF ACTIVE MEMBERS...3 FAMILY PRIVILEGES...3 GUEST PRIVILEGES...4 LESSEE PRIVILEGES...4 MEMBERSHIP APPLICATION AND ELIGIBILITY...5 Entity Memberships...5 Waiting List for Membership...5 Reserved Memberships...6 Upgrade of Membership...6 Purchasers of Residences or Home sites in the Community...6 Purchasers of Two or More Residences or Home sites...6 Multiple Owners of Property 6 DUES AND CHARGES...7 Dues, Fees and Charges...7 Delinquencies...7 Continuing Lien 7 No Member Assessments...7 Membership Year of the Club...8 GOLF MEMBERSHIP TRANSFER...8 Transfer upon Sale of Residence or Home Site...8 Transfer upon Legal Separation or Divorce...8 Transfer Upon Death...9 RESIGNATION AND REFUNDS....9 Resignation...9 Golf Membership Reissuance Wait List...10 Refund Amount and Payment...10 OTHER MEMBERSHIP CATEGORIES...11 Annual Membership...11 Associate Membership...11 Limited Membership...11 Resident Membership/Social Membership...11 Dining Membership...12

OTHER ACCESS PRIVILEGES...12 Reciprocal Privileges...12 Promotional Use, Tournament Play and Other Users...12 MEMBERSHIP CHARACTERISTICS...12 Plan and Rules Amendment...13

THE CLUB AND ITS FACILITIES CLUB FACILITIES The Club offers a 27-hole golf course together with golf practice facilities, a clubhouse featuring dining, a mixed grille, lounge, pro shop and men's and women's locker rooms; a sports/fitness center; bocce courts, tennis courts and a swimming pool (the Spanish Wells Facilities ). Members also enjoy access and utilization privileges at the Tarpon Cove Yacht and Racquet Club, in Naples, Florida ( Tarpon Cove ). Tarpon Cove offers tennis, fitness, swimming, dining, beach access, water sports and spa services (the Tarpon Cove Facilities ; sometimes referred to together with the Spanish Wells Facilities as the Club Facilities ). The Club may, in its sole discretion, add additional facilities or eliminate facilities as it determines appropriate from time to time, including golf facilities. If the Club Facilities are expanded or additional facilities are added to the Club Facilities, the Club may increase the cap related to Full Golf and Partial Golf Memberships. CLUB OWNERSHIP AND OPERATION The Company is solely responsible for the governance and administration of the Club Facilities and the Company will have the exclusive authority to approve individuals for Membership; establish monthly dues, initiation fees, and charges; establish rules and regulations; and control the management and affairs of the Club Facilities and the Club. BOARD OF GOVERNORS The Company may establish an advisory Board of Governors comprised of Members appointed by the Company on an annual basis. If the Company establishes an advisory Board of Governors, Company representatives will meet with the Board on a periodic basis to discuss issues of interest and concern. The Board shall have no authority to negotiate or otherwise act on behalf of the Company or the Members. CLUB COMMITTEES The Company may, at its sole discretion, establish Golf Committees, Tennis Committees, a Social Committee and other appropriate committees. All of the Members of these committees, including the chairperson, will be appointed by the Company for such length of service as determined by the Company from time to time. Each of the committees will act only in an advisory capacity and will not have any duty or authority to act on behalf of the Members or the Company. MEMBERSHIP CATEGORIES AND PRIVILEGES The Company offers for issuance and reissuance Full Golf, Partial Golf and Club Amenities Memberships. Additionally, the Company continues to honor the Club Facilities access and utilization privileges of several closed categories of Membership more fully described herein. The privileges of Club Member access and utilization are those described in this Membership Plan. The Company reserves the right in its sole discretion to create new categories of

Membership and access privileges, as well as the right to modify, terminate or convert existing Membership categories. FULL GOLF MEMBERSHIP Each Full Golf Member in good standing enjoys access privileges to all Club Facilities. Full Golf Members may reserve tee-times fourteen (14) days in advance of play and do not pay court fees or greens fees when using Club Facilities. In addition, Full Golf Members may take advantage of the Club s trail-fee program, as such program and fees are established by the Company from time-to-time. A Full Golf Membership is transferable in accordance with the terms and conditions of this Plan. In the event that a Full Golf Member resigns from the Club, the Company will pay the Full Golf Member, within thirty (30) days after the reissuance of the resigned Member s Full Golf Membership, seventy-five percent (75%) of the average of the gross proceeds received by the Company in the issuance of the prior three Full Golf Memberships. PARTIAL GOLF MEMBERSHIP Each Partial Golf Member in good standing enjoys access privileges to all Club Facilities, except that from November to April of each calendar year, Partial Golf Members are limited to twelve (12) individual morning (i.e. prior to noon) tee-times on the Club golf facilities. (For example, if a Partial Golf Member invited three guests for a morning tee-time during November to April, the Partial Member would expend four (4) of the twelve (12) morning tee-times, plus guest fees.) In addition, Partial Golf Members are not eligible to participate in the Club s trail-fee program and must therefore pay cart fees. Partial Golf Members may reserve tee-times four (4) days in advance of play. A Partial Golf Membership is transferable in accordance with the terms and conditions of this Plan. In the event that a Partial Golf Member resigns from the Club, the Company will pay the Partial Golf Member, within thirty (30) days after the reissuance of the resigned Partial Golf Membership, seventy-five percent (75%) of the average of the gross proceeds received by the Company in the issuance of the prior three Partial Golf Memberships. CLUB AMENITIES MEMBERSHIP Each Club Amenities Member in good standing enjoys access privileges to all Club Facilities, except that Club Amenities Members may access the golf course only during the months of May through October. Club Amenities Members are also not eligible to participate in the Club s trail-fee program and must therefore pay cart fees. A Club Amenities Membership is transferable in accordance with the terms and conditions of the Plan. In the event that a Club Amenities Member resigns from the Club, the Company will pay the Club Amenities Member, within thirty (30) days after the reissuance of the resigned Club Amenities Membership, seventy-five percent (75%) of the average of the gross proceeds received by the Company in the issuance of the prior three Club Amenities Memberships. The Company offers Club Amenities Memberships in only the family category. 2

RULES AND POLICIES To enhance the recreational and social pleasure of Members and their guests, the Company has established Rules and Regulations and will establish other policies, guidelines and procedures governing access to and reservation of the Club Facilities. The Company reserves the right to amend, restate, modify and eliminate any or all of such Club Rules and Regulations and other policies, guidelines and procedures governing access to and reservation of the Club Facilities. NUMBER OF ACTIVE MEMBERS The Company limits the number of active Members in the following Membership Categories: Membership Category Number of Active Members Full Golf 550 Partial Golf 1500 Other (Each Other Membership counts as one active Club Amenities Member) FAMILY PRIVILEGES A Member s immediate family members enjoy the same access and usage privileges as the Member. A Member's immediate family is defined to include the Member's spouse and their (or either of their) unmarried children (i) under the age of 22 and living at home, (ii) attending school on a full-time basis, or (iii) in the military. A Member in good standing and without a spouse may apply for a Companion Member designation for a non-descendent cohabitant. Upon submission of a Membership Agreement, payment of any application fee, and submission of such supporting documentation as requested by Company representatives, the Company may designate the non-descendent cohabitant as a Companion Member. Such designation grants spousal access and use privileges to the individual for so long as the Member and Companion Member remain in good standing. The Member is responsible for all dues, fees, and charges incurred by the Companion Member. The Company reserves the right in its sole discretion to adopt, amend or repeal its Companion Member program at any time and without prior notice. Companion Member privileges do not create any rights in the Companion Member independent of those of the Member. A Member may change the identity the Companion Member only once per calendar year in accordance with the then existing Club policies, rules and regulations and after payment of a re-designation fee, if any. A Member may revoke the privileges of the Companion Member at any time by providing written notice of the revocation to the Club and surrendering the Companion Member s Membership card. 3

GUEST PRIVILEGES Members in good standing may invite guests to use the Club Facilities upon payment of the Club s applicable guest fee. The Company will adopt Rules and Regulations governing guest usage. These Rules and Regulations may, among other things, require that guests be accompanied by the host Member at all times while using the Club Facilities, limit the aggregate number of guests a Member may invite per Membership year, limit the number of times a Member may host an individual as a guest during a Membership year, and, in certain rare cases, prohibit specific individuals from using the Club Facilities as guests. The host Member is responsible for the payment of charges incurred but not paid by his or her guests, including any applicable guest fees. A host Member will also be responsible for any injuries caused or property damage caused by his or her guest while using the Club Facilities. The host Member is accountable to the Company and the other Members for the conduct of their guests. LESSEE PRIVILEGES The Company allows Golf Members owning residences in the Community who lease these residences to third parties for at least one month a year, to designate their lessee as the beneficial user of their Golf Membership for the length of the lease. Golf Members can take advantage of these lessee privileges by causing their lessee to submit to the Company an Application for Lessee Privileges. If the Company approves the Application for Lessee Privileges and the lessee or Golf Member pays the Company s administrative fee, the lessee will enjoy access and usage privileges as if the lessee were the Golf Member. During the residential lease, the Golf Member will not have Club Facilities access privileges; however, the Golf Member remains obligated to pay the monthly dues, fees and charges with respect to the Golf Membership. The Golf Member also remains responsible for the payment of charges incurred but not paid by the beneficial user, including any applicable guest fees. The Golf Member is responsible for any injuries caused or property damage caused by the beneficial user while using the Club Facilities during the residential lease. MEMBERSHIP APPLICATION AND ELIGIBILITY The Company will consider for Membership all interested individuals regardless whether such individuals live within the Community. Interested individuals must mail or deliver to the Club s Membership Director a fully completed and signed Membership Agreement for his or her desired category of Membership along with a check for the applicable initiation fee. The Company may require applicants to participate in an interview process and may require that applicants submit additional or supplemental documents during the Company s evaluation process. In the event the Membership Agreement is acted upon favorably, the Company will accept the individual s offer of Membership by depositing the initiation fee check, signing the Membership Agreement and returning to the Member a fully executed copy of the Membership 4

Agreement. In the event the Membership Agreement is not acted upon favorably, the Company will return the individual s check. In the event a Golf or Club Amenities Member marries or re-marries and the Member desires Membership privileges for the new spouse, the spouse must submit a Membership Agreement for approval by the Company. The spouse will not be required to pay any additional initiation fee. ENTITY MEMBERSHIPS The Company will consider for Golf Membership a corporation, partnership, trust or other form of multiple ownership entity that is an ongoing, existing business (as determined by the Company). However, the entity owners must designate an individual or family as the Golf Membership s designated user. The entity s designated user must be a director, officer, partner, shareholder or employee of the entity, or a beneficiary, trustee or settlor of a trust. The designated user must be approved for Golf Membership by the Company. If approved, the designated user and his or her family will enjoy access and usage privileges. Other entity owners, members, employees or partners must access and use the Club Facilities as guests of the designated user and upon payment of applicable guest fees. The Entity Member and the designated user are jointly and severally liable for any and all fees, dues and charges incurred by the designated user and guests. An entity may change its designated user only with the permission of the Company in the Company s sole discretion and upon payment of the transfer fee established by the Company from time to time. (However, the Company will waive its transfer fee if the request for change in designation resulted from the death of the designated user.) If the Entity Member is dissolved, the Entity Member may transfer the Golf Membership to the designated user without payment of any additional Golf Membership initiation fee or transfer fee. WAITING LIST FOR MEMBERSHIP If an applicant requests a Golf or Club Amenities Membership and no such Membership is available, the Company will create a purchaser wait list for that Membership. The Company will make Memberships available to individuals in accordance with their position on the purchaser wait list. RESERVED MEMBERSHIPS The Company may designate some or all of its unissued Memberships as reserved Memberships. The Company may issue a reserved Membership to any person, including a person who does not own a residence or home site in the Community. UPGRADE OF MEMBERSHIP If a higher category of Membership is available, a Member in good standing may upgrade to that higher category of Membership upon payment of the difference between the initiation fee previously paid by the Member and the initiation fee then charged for the higher category of Membership. 5

PURCHASERS OF RESIDENCES OR HOMESITES IN THE COMMUNITY If an unreserved Golf Membership is available for issuance, the purchaser of a residence or home site in the Community may acquire the unreserved Golf Membership at any time within 60 days after the date of residence or home site purchase. HOWEVER, IF THE INITIAL PURCHASER OF A RESIDENCE OR HOMESITE IN THE COMMUNITY DOES NOT PURCHASE A MEMBERSHIP, THE CLUB DOES NOT GUARANTEE THAT A MEMBERSHIP WILL BE LATER AVAILABLE. PURCHASERS OF TWO OR MORE RESIDENCES OR HOMESITES For a purchaser of two or more residences or home sites in the Community, the Company does not guarantee that a Membership will be later available for the residences or home sites. If the purchaser of two or more residences or home sites in the Community acquires a Membership for each residence or home site, the purchaser will be responsible for the payment of monthly dues, fees and charges with respect to each Membership. Persons who acquire two or more contiguous lots but who construct only one residence may purchase one Membership. However, the Company does not guarantee that a Membership will be later available for the contiguous lot. MULTIPLE OWNERS OF PROPERTY In the event that a residence or home site in the Community is owned by more than one person (other than spouses), each owner must have a separate Golf Membership. Otherwise, the additional owner(s) of the residence or home site can access the Club Facilities only by purchasing a Club Amenities Membership (and in accordance with the usage restrictions and other terms and conditions of such Club Amenities Membership) or as the guest of the Golf Member (and by payment of guest fees). DUES, FEES AND CHARGES DUES AND CHARGES The Company will determine the amount of dues, fees and charges to be payable by Members each Membership year. Dues shall be payable monthly in advance, or on such other basis as determined by the Company from time to time. The amount of dues, fees and other charges is subject to change from time to time by the Company. DELINQUENCIES The Company will mail each Member an itemized statement of dues and current charges monthly. Any statement not paid in full within twenty (20) days from the date of such statement shall be deemed delinquent. A delinquent statement accrues a one-time late fee and a monthly administrative fee in an amount determined by the Company from time to time, subject to any limitation by law. The administrative fee shall be applied from the date of the 6

statement until paid in full. Any Member forty-five (45) days or more delinquent in payment shall be eligible for suspension or forfeiture of Membership. CONTINUING LIEN The Company will maintain a continuing lien against each Membership for any unpaid dues, fees and charges as well as the expenses incurred by the Company in collection, which lien will also accrue reasonable attorneys fees incurred by the Company incident to collection whether or not legal proceedings are initiated. The lien may be, but need not be, recorded among the public records of Lee County, Florida, by the Company filing of a claim stating the name of the Member, the number of the Membership, and the amount claimed to be due. The lien will continue in effect until all sums secured by the lien, together with all costs incurred in recording and enforcing the lien, are paid. Upon full payment, the Member making payment will be entitled to be reinstated as a Member in good standing of the Club and will be entitled to a satisfaction of lien to be prepared and recorded at the Member s expense. All such liens may be foreclosed by the Company, in any action at law or in equity, or without legal proceedings upon five (5) days prior written notice of intended foreclosure, as may be deemed appropriate by the Company. The Company may also, at is option, sue to recover a money judgment for unpaid amounts and other charges and expenses of collection, without thereby waiving the lien securing them. No Member shall be permitted to create, incur, assume or suffer to exist upon such Member s Membership any liens or security interests whatsoever, except to the extent such lien and security interest represents a purchase money lien and security interest incurred as a result of acquiring the Membership. NO MEMBER ASSESSMENTS Members will pay Membership dues, fees and other charges established from time to time by the Company. 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. MEMBERSHIP YEAR OF THE CLUB The Club's Membership year will constitute the 12-month period commencing October 1 and ending September 30, unless otherwise established by the Company from time to time. GOLF MEMBERSHIP TRANSFER Only Golf Memberships are transferable, except that a Club Amenities Membership may be transferred under a divorce or settlement decree. A Golf Membership is transferable only to the Company and only under the circumstances stated in this Plan unless otherwise stated in writing by the Company. Any transfer (or attempted transfer) of any Membership to any 7

individual or entity other than in accordance with this Plan shall render the Membership void and, for Golf Members, result in the Golf Member s forfeiture of any right to a reissuance refund. TRANSFER UPON SALE OF RESIDENCE OR HOME SITE A Golf Member who sells a home or home site in Lee or Collier Counties (the Florida Counties ) may cause the Company to reissue his Golf Membership to the home or home site purchaser upon the terms and conditions in this Plan and as established by the Company from time to time. The home or home site purchaser must submit a Membership Agreement, the then current Golf Membership initiation fee and any documents requested by the Company for review and approval at least 30 days prior to the closing date. If the Company approves the purchaser s Membership Agreement, the Company will reissue the Golf Member s Golf Membership to the home or home site purchaser without requiring the seller to place the Membership on the Reissuance Wait List. Within five business days after the home or home site sale closing the Company shall remit to selling Golf Member seventy-five percent (75%) of the initiation fee received from the home or home site purchaser, less any amount owed the Company. A Golf Member who sells a home or home site in the Florida Counties and purchases another home or home site outside of the Florida Counties may continue as a Golf Member. However, the Company shall retain the right to repurchase the Golf Membership from the Member at any time upon thirty (30) days notice of recall and repayment of the Golf Member s full initiation fee (less any amount owed the Company) thirty (30) days thereafter. TRANSFER UPON LEGAL SEPARATION OR DIVORCE 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 Membership by an agreement of separation or a decree of divorce. Until the award of the Membership and written notice thereof is provided to the Company, both spouses will be jointly and severally liable for all dues and charges and may both continue to enjoy Membership privileges so long as such amounts are timely paid. However, once cohabitation ceases, the Company retains the right to require that the spouses to designate one spouse that shall be permitted use of the Club Facilities until the separation agreement is signed or divorce decree is entered. The Company reserves the right not to transfer the Membership to either spouse if the Company is unable to determine the person entitled to receive the Membership. In the case of divorce, if the Company has been unable to determine which spouse is entitled to the Membership within six months after the date of the divorce decree, the Membership shall automatically be deemed resigned and will be placed on the resigned Membership waiting list to be reissued. TRANSFER UPON DEATH 8

Upon the death of a Golf Member, the surviving spouse, if any, may elect to: (i) continue the Golf Membership privileges without having to pay any additional initiation fee; or (ii), within one hundred twenty (120) days after the death, resign from Golf Membership and pay all dues, fees and charges on the Golf Membership owed through the remainder of the membership year. Failure of the surviving spouse to notify the Company of resignation within the prescribed time period shall be deemed an election to continue the Golf Membership privileges. If there is no surviving spouse, the Golf Membership may pass to an adult survivor designated in the deceased Member s will, trust or Club s Survivor Designation Form, if any. Again, the designated adult must notify the Company in writing within one hundred twenty (120) days after the death, pay all unpaid dues, fees and charges owed on the Golf Membership through the date of issuance by the Company to the designee, and thereafter maintain the Golf Membership in good standing. Or, if there is no surviving spouse and no adult survivor of the Golf Member designated, then the Golf Membership may pass to the heir of the deceased Golf Member s home or home site in the Florida Counties if such heir is approved by the Company. The adult heir must notify the Company in writing within one hundred twenty (120) days after the death, pay all unpaid dues, fees and charges owed on the Golf Membership through the date of issuance by the Company to the heir, and thereafter maintain the Golf Membership in good standing. In the event that (a) the surviving spouse does not desire to continue the Golf Membership privileges or there is no surviving spouse, (b) no adult was designated to receive the Golf Membership, (c) no adult heir of the home or home site wishes to continue the Golf Membership privileges or (d) none of the foregoing are approved for Golf Membership by the Company, the Golf Membership will be deemed resigned. Upon reissuance of the Golf Membership, the Company shall pay the estate of the deceased Golf Member the amount of refund due in accordance with the Resignation and Refunds Section of this Plan. RESIGNATION RESIGNATION AND REFUNDS Any Member in good standing may resign from Membership at any time upon thirty (30) days prior written notice to the Company. Resignation is irrevocable, unless otherwise determined by the Company. GOLF MEMBERSHIP REISSUANCE WAIT LIST The Company maintains a Reissuance Wait List for Golf Memberships on a first in, first out basis, reissuing resigned Golf Memberships in the order in which they are placed on the Reissuance Wait List. Stated differently, the Company will reissue from the Reissuance Wait List the resigned Golf Membership that has resided on the Reissuance Wait List the longest, and the Company will place the most recently resigned Golf Membership at the bottom of the Reissuance Wait List. A resigned Golf Member has no right to waive or pass on reissuance once his resigned Golf Membership is placed on the Reissuance Wait List. Prior to the initial sale of all Golf Memberships (regardless of the Plan under which the Golf 9

Membership was issued), every third Golf Membership issued (one in three) will be a resigned Golf Membership from the Reissuance Wait List. The other two Golf Memberships sold will be from the Company's unissued or forfeited Golf Memberships. After the initial issuance of all Golf Memberships, each Golf Membership issued will be a resigned Golf Membership from the Reissuance Wait List. Upon resignation, a Golf Member must decide whether to (i) place his Golf Membership on the Reissuance Wait List and continue to pay Golf Membership dues and fees until his resigned Golf Membership is re-issued by the Company, or (ii) not place his Golf Membership on the Reissuance Wait List and pay Golf Membership dues and fees only for the remainder of the calendar year of resignation. A Golf Member who places his Golf Membership on the Reissuance Wait List will continue to enjoy Golf Member privileges for so long as he timely pays all dues fees and charges. If a Golf Member fails to timely pay dues, fees and other charges while on the Reissuance Wait List, the Company reserves the right to (i) remove the Golf Membership from the Reissuance Wait List (thereby resulting in a forfeiture of the resigned Member s refund right), (ii) move the Golf Membership to the bottom of the Reissuance Wait List, or (iii) exercise such other remedy deemed appropriate in the discretion of the Company. The Company does not guarantee a maximum wait period for Golf Membership reissuance. Golf Membership reissuance is correlated to fluctuating consumer demand and is beyond the Company s control. A resigned Golf Member who decides not to place his Golf Membership on the Reissuance Wait List forfeits any right to receive any portion of the Golf Membership s reissuance proceeds. REFUND AMOUNT AND PAYMENT Within thirty (30) days after the Company reissues a Golf Membership from the Reissuance Wait List, the Company will pay to the resigned Golf Member seventy-five percent (75%) of the Golf Membership s reissuance proceeds, less the amount, if any, owed the Company by the resigned Member. Reissuance Wait List Resigned Golf Members receive refunds only from the Golf Membership reissuance proceeds actually received by the Company. The Company is not obligated to use other sources of income to make refunds, such as income received from other Membership issuance or general Company revenues. The Company disclaims any responsibility to resigned Golf Members, and resigned Golf Members agree that the Company has no obligation with respect to them, in establishing the pricing of reissued Golf Memberships. OTHER MEMBERSHIP CATEGORIES The Company will honor the privileges of Members in good standing in the following Membership categories. However, the Company will not issue any additional Memberships in any of the following Membership categories and reserves the right to amend, modify, or revoke any or all privileges under any category. ANNUAL MEMBERSHIP 10

Annual Members enjoy access privileges to all of the Club Facilities and are not required to pay green fees or court fees, but are required to pay monthly dues and other Club fees and charges, including merchandise, food and beverage charges, cart fees, food and beverage minimums (if any), guest fees and gratuities. Annual Members may reserve tee-times fourteen (14) days in advance. Annual Memberships must be renewed prior to the beginning of each membership year (by September 30th) and are recallable by the Company each September 30th. ASSOCIATE MEMBERSHIP Associate Members enjoy access privileges to all of the Club Facilities, but are required to pay family guest rate green fees in season (as in season is defined by the Company) and cart fees at times other than in season. Associate Members are not required to pay court fees, but are required to pay a refundable initiation fee (refunded by the Company if the Membership is recalled), monthly dues and other Club fees and charges, including merchandise, food and beverage charges, cart fees, food and beverage minimums (if any), guest fees and gratuities. Associate Members may reserve tee-times four (4) days in advance. Associate Memberships are recallable by the Company at any time on a first in first out basis. LIMITED MEMBERSHIP Limited Members enjoy all Club Amenities Member access privileges, except for golf, golf range and tennis access privileges. Limited Membership privileges commence upon the date Company representatives approve the Limited Membership Agreement and expire upon the date that the deceased or disabled Golf Member s Golf Membership is reissued by the Company from the Reissuance Wait List. Limited Members pay no initiation fee, but must pay monthly dues as established by the Company from time to time commencing on the date that the Golf Member ceases paying monthly dues applicable to the Golf Membership placed on the Reissuance Wait List. Limited Members must also pay for merchandise charges, food and beverage charges and gratuities. Limited Memberships are non-transferable. RESIDENT MEMBERSHIP/SOCIAL MEMBERSHIP Resident Members enjoy access to the Club Amenities center, tennis courts, bocce courts, swimming pool, social events, card games and dining. Social Members enjoy these same access and use privileges, except that Social Members have no access to the Club Amenities center. Resident Members and Social Members are required to pay monthly dues and all other Club fees and charges, including merchandise charges, food and beverage charges, food and beverage minimums (if any), guest fees, and gratuities. Neither a Resident Membership nor a Social Membership is non-transferable and each is recallable by the Company at any time. DINING MEMBERSHIP Dining Memberships were issued under the Plan for the Offering of Equity Memberships dated April 25, 1994. Dining Members with Dining Memberships issued under the Plan for the Offering of Equity Memberships dated April 25, 1994 will continue to enjoy those privileges granted under that Plan. A copy of this Plan is maintained in the Club s official records. 11

Dining Members with Dining Memberships issued under a Plan amendment dated October 1, 2008 enjoy the use of the Grill Room, Dining Rooms, Sports Bar and Private Dining Room. Use of the Card Rooms, Pool, Activity Center, Tennis Courts, Bocce Courts, Golf Course, Driving Range and Putting Green are not included. Dining Memberships are non-transferable and recallable by the Company at any time. RECIPROCAL PRIVILEGES OTHER ACCESS PRIVILEGES The Company may offer active Members in good standing the opportunity to participate in the Company s reciprocal access program, through which such Members would have the ability to access recreational facilities owned or operated by Company affiliates upon such terms and conditions and for such fees and charges as established by the Company from time-to-time. PROMOTIONAL USE, TOURNAMENT PLAY AND OTHER USERS The Company retains the right to permit other persons and their guests to access the Club Facilities upon such terms and conditions as may be determined from time to time by the Company. The Company will also have the right to permit prospective purchasers of (i) residences or home sites in the Community or (ii) Memberships in the Club to access the Club Facilities on such terms and conditions as may be determined from time to time by the Company. The Company reserves the right, in its sole and absolute discretion, to restrict or to otherwise reserve in advance the Club Facilities for maintenance, and for tournament or group play, outings and other special events, from time to time. In addition, individuals sponsored by local area golf professionals will be permitted to play golf for green fees at the Club. Corporate or group outings may be sponsored at the Club on such dates and upon such terms and conditions as are acceptable to the Company with such individuals having access of the Club Facilities. MEMBERSHIP CHARACTERISTICS Membership in the Club permits the Member to access the Club Facilities in accordance with this Plan and the Rules and Regulations of the Club. Membership in the Club is not an investment in the Company or the Club Facilities and does not give a Member a vested or prescriptive right or an easement to use the Club Facilities. Membership in the Club does not provide a Member with equity or other ownership interest or any 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 this Plan and the Rules and Regulations, as the same may be amended from time to time, and the Membership Agreement, if any. PLAN AND RULES AMENDMENT 12

The Company reserves the right in its sole discretion to modify this 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 persons whosever, to add, issue or modify any type, category or class of Membership, to recall any Membership at any time for any or no reason whatsoever, to convert the Club into a Membership-owned club, and to make any other changes in the terms and conditions of Membership or in the Club Facilities available for use by Members. TRANSITION OF CLUB OWNERSHIP AND OPERATION On the Plan Effective Date, each then existing Membership automatically converted to a Membership issued by the Company under this Membership Plan and subject to the terms and conditions of this Plan. In the conversion, each Membership retained its pre-conversion status (i.e. active, resigned or forfeited ) as well as (for active Memberships) its privileges and features, including its trail-fee program. Each resigned Member, whose Membership appeared on a Member Entity reissuance wait list prior to the Plan Effective Date, retained its wait list position. At conversion, the Company assumed the pre-conversion balance of each Member account. Therefore, each Member remains obligated to pay the Company any pre-conversion negative Member account balance. However, the Company will recognize any dues, fees or charges prepaid by a Member applicable to a time period after the Plan Effective Date and will honor event dates previously reserved, including event down-payments or deposits. Also, the Company will honor (in accordance with the certificate s express terms and conditions) any gift certificates issued prior to the Plan Effective Date by the Member Entity. In summary, on and after the Plan Effective Date, Members no longer possessed Equity Club rights and privileges granted under the Member Entity s Bylaws, Turnover Agreement, Membership Agreements, Club Rules and Regulations or any other written or oral agreement. After that date, Member Club privileges and obligations were as stated in this Membership Plan, as it may be amended and restated by the Company from time to time, and any policies, rules and regulations adopted by the Company from time to time. 13