MEMBERSHIP PLAN FOR TERRAVITA GOLF CLUB

MEMBERSHIP PLAN FOR TERRAVITA GOLF CLUB As Amended, June 6, 2013 This Membership Plan for Terravita Golf Club ( Plan ) relates to the use and operation of the property and facilities formerly known as Club Terravita (the Golf and Country Club ), owned and operated by Terravita Golf Club, Inc., an Arizona nonprofit corporation ( Golf Club Corporation ) and Terravita Country Club, Inc., an Arizona nonprofit corporation ( Country Club Corporation ). The Golf Club Corporation owns the golf course, driving range, practice areas, golf maintenance facilities and equipment (the Golf Facilities ). The Country Club Corporation owns the clubhouse, fitness center, dining facilities, pool, tennis courts and activity center (the Country Club Facilities ). The Country Club Corporation leases the Golf Shop, locker room and cart barns to the Golf Club Corporation. The Country Club Corporation and the Golf Club Corporation will operate the Golf Facilities and Country Club Facilities under the name Terravita Golf and Country Club. This Plan (the Golf Club Plan ) has been adopted by the Board of Directors of the Golf Club Corporation ( Golf Board ) to provide a mechanism for operating the Golf Facilities. This Plan and a separate Plan (the Country Club Plan ) that deals with the use of the Country Club Facilities have also been approved by the Board of Directors of the Country Club Corporation ( Country Club Board ). Both Plans hereby incorporate by reference the Agreement to Permit Non-Resident Golf Memberships, dated December 15, 2005, as may be modified or amended by the Golf Board and Country Club Board ( NRGM Agreement ). SECTION 1 ORGANIZATION AND PURPOSE. 1.1. The Golf Club. The Golf Club Corporation operates the Golf Facilities for the pleasure and recreation of all members of the Golf Club ( Golf Club ). The Golf Club members consist of the persons set forth in Section 1.2 of this Plan. 1.2. Persons Entitled to Use Facilities. The following persons are entitled to use the facilities of the Golf and Country Club pursuant to the terms of this Plan and to the Terravita Golf Rules & Regulations and the Terravita Country Club Rules, Regulations & Policies incorporated by reference, as they may be amended ( Golf Rules and Country Club Rules ): 1.2.1. Golf Members. Golf Members are those individuals who: a) own or have a beneficial interest in a home in the Terravita community and qualify for and purchase a Golf Membership pursuant to Sections 2.2 and 2.5 of this Plan; or b) are existing Golf Members under this Plan who have subsequently sold their home in the Terravita community and remain as tenants of the same or another home pursuant to Section 2.11 of the Membership Plan for Terravita Country Club; or c) become tenants of a home in the Terravita community pursuant to Section 2.11 of the Membership Plan for Terravita Country Club and qualify for and purchase a Golf Membership pursuant to Sections 2.2 and 2.5 of this Plan.

1.2.2. Non-Resident Golf Members. Non-Resident Golf Members are persons who do not own or have an equitable interest in a home in the Terravita community and who qualify for and purchase a Golf Membership pursuant to Sections 2.2 and 2.5 of this Plan. 1.2.2.1. Cap. The number of Non-Resident Golf Memberships shall not exceed sixty (60) (the Non-Resident Golf Member Cap ). The number of Non-Resident Golf Memberships issued at any time shall be included in any existing caps on the total number of Golf Memberships allowed at that time. The Non-Resident Golf Member Cap may not be modified unless approved by a majority vote of the Country Club Board. 1.2.2.2. Conversion to Golf Membership. A Non-Resident Golf Member who purchases a legal or equitable interest in a home in the Terravita community shall automatically become a Golf Member. 1.2.2.3. Non-Resident Golf Member Provisions. The following provisions are specific to Non-Resident Golf Members. 1.2.2.3.1. Non-Resident Golf Members may not designate an adult cohabitant in his or her residence as a Country Club Member, as set forth in Section 1.2.7.2. 1.2.2.3.2. Non-Resident Golf Members who reside in a residence not in the Terravita community shall not be Country Club Members, as set forth in Section 1.2.7.1. 1.2.2.3.3. Non-Resident Golf Members shall not be Country Club Members, as set forth in Section 2.1. 1.2.2.3.4. Non-Resident Golf Members may not use any of the Country Club Facilities, except the restaurant in the clubhouse and the snack bar, as set forth in Section 2.3.1. 1.2.2.3.5. Potential Non-Resident Golf Members may apply for a Non-Resident Golf Membership pursuant to Section 2.5, and shall have a subordinated priority in connection with the purchase of a Non-Resident Golf Membership pursuant to Section 2.5.4.3. 1.2.2.3.6. Non-Resident Golf Members shall have no right to extend privileges to tenants, as set forth in Section 2.15. 1.2.2.3.7. Non-Resident Golf Members may not have a priority right to transfer their Non-Resident Golf Memberships to the purchasers of their homes pursuant to Section 2.7.6.1. 1.2.2.3.8. Non-Resident Golf Members are subject to Country Club Board sanctions pursuant to Section 2.8 of the Country Club Plan. 1.2.3. Senior Members. Senior Members are persons who were formerly Golf Members or persons entitled to use the Golf Facilities in connection with a Golf Membership pursuant to Section 2.4 of this Plan as a Designated User who apply for Senior Membership status. By way of example, such other persons would include persons entitled to 2

play under the Family dues category or a person entitled to play under the Couple dues category. If a person becomes a Senior Member, then all persons entitled to play under the dues category of the person who becomes a Senior Member must comply with the playing restrictions on Senior Members. 1.2.3.1. Playing Privileges. During the winter season (as such season is determined by the Golf Board), Senior Members paying the Individual dues category may only play eight (8) times per month, and Senior Members paying dues in the Couple dues category (including the Designated Users of such Senior Members) may play a total of twelve (12) times per month. During the winter season Senior Members and the Designated Users of Senior Members may not play on Mondays, Tuesdays, and Fridays before 3:00 p.m., but they may participate in Golf Club tournaments, Terravita Men s and Women s Golf Association events, and Senior Members and the Designated Users of Senior Members retain all guest privileges under this Plan. During the summer season (as such season is determined by the Golf Board), Senior Members and their Designated Users have all the playing privileges of Golf Members. 1.2.3.2. Selection of Senior Members. The number of Senior Memberships that may be issued and outstanding by the Golf Club shall be established and modified at the discretion of the Golf Board (the Senior Membership Cap ). The Golf Board shall maintain a waiting list of eligible applicants at least age 75 with at least 8 years of tenure ranked according to a point system that scores one or more points for each year over age 75 and one or more points for each year of tenure over 8 years as a Golf Member, which formula may be modified at the discretion of the Golf Board. If the number of persons applying for a Senior Membership exceeds the Senior Membership Cap or if the number of Senior Memberships is below the Senior Membership Cap, the applicant(s) with the highest scores(s) on the waiting list will be invited to join up to the Senior Membership Cap. In the event of a tie, Senior Membership will be decided at the discretion of the Golf Board. Approved Senior Membership applications will become effective as of date(s) determined by the Golf Board each year. 1.2.3.3. Other Rights. Other than playing privileges set forth in Section 1.2.3.1 and Section 2.3.3 of this Plan, Senior Members shall have no right to vote on Golf Club matters, shall not be entitled to hold any Golf Club office and shall not be subject to Golf Club assessments assessed after July 1, 2007. Senior Members retain their status as Country Club Members. 1.2.3.4. Dues. Senior Members shall pay fifty percent (50%) of Golf Member dues and trail fees. 1.2.4. Recallable Golf Memberships. Recallable Golf Members are those individuals who fall within the categories of temporary golf memberships ( Recallable Golf Memberships ) permitted under the Recallable Golf Membership Policy established by Golf Board resolution. Recallable Golf Memberships may be issued only to persons who would otherwise qualify as Golf Members or Non-Resident Golf Members under this Plan. Recallable Golf Members shall have restricted playing rights, as set forth more fully in the Recallable Golf Membership Policy, a copy of which may be obtained from the Director of Golf. The Recallable Golf Membership Policy may be amended by the Golf Board. Recallable Golf Members are not members of the Golf Club Corporation. Recallable Golf Members shall automatically be deemed 3

a Pending Applicant upon giving the Golf Club Corporation written notice of the election to upgrade to a Golf Membership and by delivering the payment of the then current Application Fee to the Golf Club Corporation. A Recallable Golf Membership shall terminate pursuant to the terms of the Recallable Golf Membership Policy, but not later than the time that a person who is a Recallable Golf Member would no longer qualify as a Golf Member. Recallable Golf Members are subject to Country Club Board sanctions pursuant to Section 2.8 of the Country Club Plan. 1.2.5. Resident Players. Resident Players are those individuals who obtain rights to use the Golf Facilities and Country Club Facilities pursuant to Section 2.3.2 of this Plan. Such rights shall be referred to herein as a Resident Player License. Resident Players may either be Full Resident Players or Seasonal Resident Players pursuant to Section 2.3.2 of this Plan. Although Resident Players are entitled to use the facilities of the Golf and Country Club, Resident Players are not members of the Golf Club Corporation. 1.2.5.1. Repurchase Rights. A Resident Player desiring to cancel his or her Resident Player License must give the Golf Board written notice of such desire to cancel and election to be placed on the Sell List pursuant to Section 2.7.3.2 or the election to terminate pursuant to Section 2.7.3.5 of this Plan. If and when such repurchase occurs, the Resident Player shall be entitled to receive (i) $33,750 (in the case of Full Resident Players whose Club Terravita Membership Plan was issued prior to or on May 20, 1994); or (ii) eighty percent (80%) of the Initiation Fee paid by such Full Resident Player (in the case of Full Resident Players whose Club Terravita Membership Plan was issued after May 20, 1994); (iii) $15,000 (in the case of Seasonal Resident Players whose Club Terravita Membership Plan was issued prior to or on May 20, 1994); or (iv) $12,000 (in the case of Seasonal Resident Players whose Club Terravita Membership Plan was issued after May 20, 1994). 1.2.6. Country Club Members. Country Club Members are those individuals who qualify for Country Club Membership pursuant to Section 2.2 of the Terravita Country Club Membership Plan. Non-Resident Golf Members may not become Country Club Members unless the Non-Resident Golf Member purchases a legal or equitable interest in a home in the Terravita community and thereafter automatically becomes a Golf Member. 1.2.7. One Member or Resident Player Per Residence. 1.2.7.1. General Rule. Only one (1) Golf Member, Recallable Golf Member, Senior Member or Resident Player may reside in a residence in the Terravita community, and only one Non-Resident Golf Member may reside in such Non-Resident Golf Member s residence not in the Terravita community. All other persons residing in such residence and permitted to use the Golf Facilities pursuant to Section 2.4 of this Plan shall be Designated Users of the Golf Member, Recallable Golf Member, Senior Member, Non- Resident Golf Member, or Resident Player who shares the same residence. Only one (1) Country Club Member may reside in a residence in the Terravita community. For residences in which a Golf Member resides, the same person who is the Golf Member must also be the Country Club Member, except that Non-Resident Golf Members shall not be Country Club Members. 1.2.7.2. Exception. Notwithstanding Section 1.2.7.1 of this Plan, if a Golf Member is paying dues in the Individual dues category, such Golf Member may designate 4

an adult cohabitant in the Golf Member s Terravita residence as the Country Club Member. Non-Resident Golf Members may not designate a person to be a Country Club Member. 1.2.7.3. Notification. At the request of the Golf Board, each Golf Member, Resident Player, Non-Resident Golf Member, Senior Member and Recallable Golf Member must inform the Golf Board and the Country Club Board in writing of the individual in a residence who is (as applicable) the Golf Member, the Resident Player, the Senior Member, the Recallable Golf Member, the Non-Resident Golf Member, the Designated User(s) and (in all instances other than Non-Resident Golf Members) the Country Club Member. 1.3. Disclaimer. Although the Golf Club Corporation will not distribute gains, profits or dividends to any of the Golf Members, such members have certain rights upon dissolution or winding up of the Golf Club Corporation pursuant to law. SECTION 2 MEMBERSHIP. 2.1. Membership Categories. Membership categories in the Golf Club shall be those Members entitled to use the facilities as set forth in Section 1.2 of this Plan. Resident Players, Recallable Golf Members, Senior Members and Country Club Members who are not Golf Members under Section 1.2.1 are not Golf Club Corporation Members but are members of the Golf Club pursuant to Sections 1.2.3. 1.2.6 of this Plan. Non-Resident Golf Members are included within the definition of Golf Member subject to the limitations of Section 1.2.2.3 of this Plan. All Golf Members except Non-Resident Golf Members are also Country Club Members. Each Golf Member, Country Club Member, Resident Player, Senior Member and Recallable Golf Member shall be subject (i) to payment of all applicable dues and charges, (ii) to the Golf Rules and Country Club Rules, and (iii) to this Plan. 2.2. Qualification for Golf Membership. The Golf Board shall from time to time prescribe the qualifications and requirements for Golf Membership and specify the qualifications, privileges, and obligations of Golf Membership with respect to the Golf Facilities. The Golf Board may: (i) confer such rights and privileges (including limited golf privileges for applicants on the Golf Membership Waiting List and Recallable Golf Members) and impose such obligations on dues categories as it may determine in its discretion; (ii) establish or change limits on the number of Golf Memberships and Golf Membership dues categories; and (iii) provide discounts or otherwise modify the dues and fees charged persons using the Golf Facilities. The qualifications for Recallable Golf Membership are set forth in the Recallable Golf Membership Policy. Subject to availability, qualification by the Golf Board and the payment of the then current amount charged ( Initiation Fee ) by the Golf Club Corporation for a Golf Membership and other charges (if any), a Country Club Member may obtain a Golf Membership or a Recallable Golf Membership. 2.3. Privileges and Limitations. In addition to the privileges and restrictions set forth in Sections 2.3.1-2.3.5 of this Plan, Golf Members (and their Designated Users), Resident Players (and their Designated Users), Senior Members (and their Designated Users), Country Club Members (and occupants of their Terravita residence) and Recallable Golf Members shall be entitled to use the Golf and Country Club Facilities as follows: PRIVILEGES AND LIMITATIONS FOR GOLF & COUNTRY CLUB USERS 5

Persons Entitled to Use Facilities Golf Members NRGMs Resident Players Full Seasonal # Number of Days in Advance to Reserve 1 Teetime/day for 4 Players 7 days On availability basis- 5 days 3 days Guest Fees Policy Applied Discounted up to 35% of Base Golf Guest Fee for immediate family members Up to Base Golf Guest Fee Use of Golf Course Without Payment of Greens Fees Use of Golf Facilities on 1 st, 2 nd, 3 rd Priority or Space Available Basis Opportunity to Play in Tournaments Subject to Priority Ranking Limitations on Playing Privileges, Number of Tee-Times Use of Country Club Facilities Subject to Payment of Dues & Charges Yes 1 st Priority 1 st Priority No Yes Yes Yes 3rd Priority 3 rd Priority 3 rd Priority 3 rd Priority Yes On availability basis Only restaurant and snack bar Yes Yes Senior Members Country Club Members Recallable Golf Members 7 days Discounted up to 35% of Base Golf Guest Fee for immediate family members On availability basis- 2 days: Nov.-Apr. 1 day: May-Oct. 5 days: tour pros 7 days: invitational members Up to Base Golf Guest Fee Yes 2 nd Priority 2 nd Priority No pay fee up to Base Golf Guest Fee ### Space available basis No Yes No play before 3:00 p.m. on Mon., Tues., Fri. during winter season.## Yes 4 tee-times: Nov.-Apr. Unlimited: May-Oct. For privileges and limitations of all Recallable Golf Members, see Sec. 1.2.4 of Golf Club Plan and Recallable Golf Member Policy. Notes: Golf Members, NRGMs, Resident Players, Senior Members and Recallable Members (1) shall be entitled to participate in special promotions, including discounts at the Golf Shop that may be offered from time to time at the discretion of the Director of Golf and (2) may reserve limited advanced tee times pursuant to Sec. 4.3 of Golf Club Plan. # The season for each Seasonal Resident Player is the four (4) months agreed upon by the Golf Board and Seasonal Resident Player. ## See Secs. 1.2.3.1 and 1.2.3.3 of Golf Club Plan for all Senior member limitations. ### Country Club members use of driving range, practice putting and chipping areas is subject to payment of applicable fees. Yes Yes 6

Use of the Golf Facilities and the Country Club Facilities shall be subject to the Golf Rules and Country Club Rules, as established from time to time by the Golf Board and the Country Club Board, and payment of applicable dues and charges (including, without limitation, trail fees, range fees, bag storage fees and golf cart rental fees). 2.3.1. Golf Members. Golf Members and Designated Users (as that term is defined in Section 2.4 of this Plan) of such Golf Members, have the privilege to use all of the facilities of the Golf and Country Club, including the golf course, during operating hours on an availability basis, except that the only Country Club Facilities that Non-Resident Golf Members may use are the restaurant and the snack bar. 2.3.2. Resident Players 2.3.2.1 Full Resident Player Use Rights. Individuals who were once Club Terravita Full Golf Members who did not become Golf Members of the Golf Club Corporation and who did not have their former memberships cancelled upon the transfer of the Golf Facilities to the Golf Club Corporation ( Closing ) are Full Resident Players. Such Full Resident Players have the privilege to use all of the Golf Facilities during operating hours on an availability basis. 2.3.2.2 Seasonal Resident Player Use Rights. Individuals who were once Club Terravita Seasonal Golf Members who did not become Golf Members of the Golf Club Corporation and who did not have their former memberships cancelled at Closing are Seasonal Resident Players. The season for each Seasonal Resident Player is the four (4) months as agreed upon by the Golf Board and the Seasonal Resident Player. Seasonal Resident Players may change months, subject to the approval of the Golf Board. Dues and charges required for Seasonal Resident Players may vary according to the season. During the four (4) months identified, such Seasonal Resident Players have the privilege to use all of the Golf Facilities during operating hours on an availability basis. 2.3.3. Senior Members. Senior Members and Designated Users (as that term is defined in Section 2.4 of this Plan) of such Senior Members have the privilege to use all of the facilities of the Golf and Country Club, including the golf course, during operating hours on an availability basis. 2.3.4. Country Club Members. Country Club Members (who are not Golf Members, Resident Players, Recallable Golf Members, Senior Members, or Designated Users of Golf Members, Resident Players, Senior Members or Recallable Golf Members) and occupants of each Country Club Member s Terravita residence shall be entitled to use all of the Golf and Country Club Facilities during operating hours on an availability basis, subject to the guest limitations set forth in the Golf Rules and Country Club Rules. 2.3.5. Recallable Golf Members. Recallable Golf Members shall have restricted playing rights pursuant to the Recallable Golf Member Policy established by the Golf Board under Section 1.2.4 of this Plan. 2.4. Golf Dues Categories. Dues categories for each Golf Member, Recallable Golf Member, Senior Member or Resident Player shall be Individual, Couple, or Family. Paying dues in the Individual dues category shall entitle only the Golf Member, Recallable Golf, 7

Senior Member or Resident Player to use the Golf Facilities. Paying dues in the Couple dues category shall entitle the Golf Member, Recallable Golf Member, Senior Member or Resident Player and one adult cohabitant in the Golf Member s, Recallable Golf Member s, Senior Member s or Resident Player s residence in Terravita or one other person whose name appears in the deed to the Golf Member s, Recallable Golf Member s, Senior Member s or Resident Player s Terravita residence to use the Golf Facilities. Paying dues in the Couple dues category by a Non-Resident Golf Member shall entitle the Non-Resident Golf Member and one adult cohabitant in the Non-Resident Golf Member s residence or one other person whose name appears in the deed to the Non-Resident Golf Member s residence to use the Golf Facilities. Paying dues in the Family dues category shall entitle the Golf Member, Recallable Golf Member, Senior Member or Resident Player, one adult cohabitant in the Golf Member s, Recallable Golf Member s, Senior Member s or Resident Player s residence in Terravita or one other person whose name appears in the deed to the Golf Member s, Recallable Golf Member s, Senior Member s or Resident Player s Terravita residence and any of their unmarried children or stepchildren under the age of twenty-one (21) or any of their unmarried children or stepchildren under the age of twenty-four (24) who is a full-time student and living in the Golf Member s, Recallable Golf Member s, Senior Member s or Resident Player s Terravita residence to use the Golf Facilities. Paying dues by a Non-Resident Golf Member in the Family dues category shall entitle the Non-Resident Golf Member, one adult cohabitant in the Non-Resident Golf Member s residence or one other person whose name appears in the deed to the Non-Resident Golf Member s residence and any of their unmarried children or stepchildren under the age of twentyfour (24) who is a full-time student and living in the Non-Resident Golf Member s residence to use the Golf Facilities. Any person other than a Golf Member, Recallable Golf Member, Senior Member or Resident Player permitted to use the Golf Facilities pursuant to this Section 2.4 shall be referred to in this Plan and the Golf Rules and Country Club Rules as a Designated User of a Golf Member, Recallable Golf Member, Senior Member or a Resident Player. No Golf Member, Non-Resident Golf Member, Recallable Golf Member, Senior Member or Resident Player may change the dues category selected by the Golf Member, Recallable Golf Member, Senior Member or Resident Player more than once during any twelve (12) month period. 2.4.1. Senior Members Dues. Senior Members shall pay fifty percent (50%) of the dues paid by Golf Members. 2.5. Application for Golf Membership. Any Country Club Member, any person who becomes a Country Club Member by virtue of purchasing a resale home in the Terravita community or any person who enters into a contract for the purchase of a resale home in the Terravita community may apply for Golf Membership, subject to availability of Golf Memberships, Senior Memberships or Resident Player Licenses on the Sell List, and in accordance with such conditions as the Golf Board may establish from time to time pursuant to the following subsections. A person not a resident of the Terravita community may apply for a Non-Resident Golf Membership. The procedure for applying for a Recallable Golf Membership is set forth in the Recallable Golf Membership Policy. 2.5.1. Application. Any person desiring a Golf Membership shall submit to the Golf Board a completed and executed application provided by the Golf Board together with the first installment of the Initiation Fee ( Application Fee ) in such amount as may be determined by the Golf Board, in its sole discretion. The application shall not be deemed complete until all 8

required information has been submitted to the Golf Board and the Application Fee paid. The Golf Board shall not, nor shall the Golf Board be required to, take any action on an application until it is complete and submitted with the appropriate Application Fee. 2.5.2. Selection. The Golf Board shall review and consider each complete application and accept or reject such application within thirty (30) days after receipt thereof. The Golf Board may accept or reject any application in its sole and absolute discretion, and such decision on any application shall be final. 2.5.3. Notification. Immediately upon the final determination as to any complete application, but not later than thirty-five (35) days after receipt thereof, the Golf Board shall notify the applicant of its decision. The balance of the Initiation Fee is due and payable upon the approval of the Golf Membership under such terms as the Golf Board may from time to time establish. If it is determined that the applicant has not met the conditions for Golf Membership, the Golf Board shall notify the applicant that the application has not been acted upon favorably, and the applicant s Application Fee, if any, shall be promptly returned without any interest thereon, less an administrative handling fee in an amount determined by the Golf Board. The Golf Board may refuse to receive a new application for Golf Membership from such declined or withdrawing applicant for a period of up to one (1) year from the date of notification. If the applicant is accepted, the applicant shall be deemed a Pending Applicant, and a Golf Membership will be issued pursuant to Section 2.7.4 of this Plan. 2.5.4. Waiting List. If an applicant has been approved for Golf Membership, but (i) a Golf Membership, a Senior Membership or a Resident Player License is not then available on the Sell List, or (ii) if a Golf Membership, Senior Membership or Resident Player License is available on the Sell List, but the Golf Board elects to retire one (1) such Golf Membership, Senior Membership or Resident Player License pursuant to Section 2.7.4.2 of this Plan in lieu of issuing a Golf Membership to the Pending Applicant, a notice shall be sent to such applicant notifying the applicant that a Golf Membership is not available and stating that the applicant shall have fourteen (14) days within which to submit a written request to be placed on the waiting list for Golf Membership ( Golf Membership Waiting List ). 2.5.4.1. Deposit, Retirement and Issuance. Upon receipt of the written request to be placed on the Golf Membership Waiting List pursuant to Section 2.5.4 of this Plan, the applicant shall be placed on the Golf Membership Waiting List, and the Golf Board shall retain the Application Fee as a waiting list deposit. Upon a Golf Membership or Senior Membership becoming available pursuant to Section 2.7.3 of this Plan or a Resident Player License becoming available pursuant to Section 1.2.5.1 of this Plan, the Golf Board may either (i) elect to retire the Golf Membership, Senior Membership or Resident Player License pursuant to Section 2.7.4.2 of this Plan, or (ii) notify the next applicant on the Golf Membership Waiting List of the availability of a Golf Membership or Senior Membership, subject to the priorities set forth in Section 2.5.4.3 of this Plan. Such notice shall state that the applicant shall have fourteen (14) days within which to confirm that such applicant desires a Golf Membership and to submit payment of the balance of the Initiation Fee then being charged for Golf Membership (unless other payment terms have been approved by the Golf Board). All persons desiring a Golf Membership must first become a Golf Member and then may apply for a Senior Membership pursuant to Section 1.2.3 of this Plan when the person meets the criteria for Senior Membership. 9

If a Senior Membership is on the Sell List, it will be converted to a Golf Membership upon purchase. 2.5.4.2. Remaining on List. Any Pending Applicant who is on the Golf Membership Waiting List and is notified of the availability of a Golf Membership may, upon written request to the Golf Board within fourteen (14) days after the Golf Board provides notice to the Pending Applicant required under Section 2.5.4.1, clause (ii), elect to remain on the Golf Membership Waiting List rather than accept Golf Membership at that time. In such case, the Pending Applicant shall be placed at the end of the Golf Membership Waiting List (but still subject to the priorities set forth below), and the Golf Board shall continue to hold the Application Fee previously paid by such Pending Applicant. Such Pending Applicants may elect to be placed at the end of the waiting list only once. When a Pending Applicant either elects to be taken off the Golf Membership Waiting List or is barred from being replaced on the Golf Membership Waiting List, the applicant s Application Fee shall be promptly returned without interest thereon less an administrative handling fee in an amount determined by the Golf Board. 2.5.4.3. Priorities. Subject to Section 2.7.6 of this Plan, the Golf Board shall administer the Golf Membership Waiting List on a first-come (determined by the date and time of submittal of a full and complete application, together with all required fees), first-served basis, except that a person on the Golf Membership Waiting List desiring to purchase a Non- Resident Golf Membership shall not be issued a Non-Resident Golf Membership if there are any persons on the Golf Membership Waiting List desiring to purchase a Golf Membership who own or have a beneficial interest in a home in the Terravita community. In such instance, the person who owns or has a beneficial interest in a home in the Terravita community shall have a priority over the person desiring to purchase a Non-Resident Golf Membership, unless the person desiring to purchase a Non-Resident Golf Membership is a person selling a Golf Membership who elects to become a Non-Resident Golf Member ( Converting Golf Member ) at a time when the Non-Resident Golf Membership Cap has not been reached, in which case the Converting Golf Member shall have his or her Golf Membership converted to a Non-Resident Golf Membership upon the sale of such person s home in the Terravita community. If the number of Non-Resident Golf Memberships issued at the time such person sells his or her home has reached such cap, the Converting Golf Member shall be placed on the Golf Membership Waiting List, and the Converting Golf Member shall have his or her Golf Membership placed on the Sell List pursuant to Section 2.7.3.1 of this Plan. When such Converting Golf Member has the right to purchase a Non-Resident Golf Membership off of the Golf Membership Waiting List, pursuant to this Section 2.5.4.3, the Converting Golf Member s Golf Membership shall be converted to a Non-Resident Golf Membership automatically when the Converting Golf Member has the right and elects to purchase a Non-Resident Golf Membership pursuant to this Section 2.5.4.3. 2.6. Membership Transfer. Golf Memberships, Senior Memberships and Resident Player Licenses are transferable only to or through the Golf Club Corporation except that a Golf Member may pledge a Golf Membership to an institutional lender to secure purchase money financing for such membership, provided the Golf Membership secures no more than the Initiation Fee paid by the Golf Member to the Golf Club Corporation for such Golf Membership, or in the case of a Senior Membership, the Initiation Fee paid for the Golf Membership prior to the Golf Membership converting to a Senior Membership pursuant to Section 1.2.3 of this Plan. 10

In the event that a lender obtains any such Golf Membership or Senior Membership pursuant to the remedies provided in the loan instruments, the Golf Membership or Senior Membership shall be deemed to be resigned, and the lender shall be entitled to receive that portion of the refund of the Golf Member s or Senior Member s Initiation Fee in accordance with Section 2.7.1 of this Plan, but only to the extent such lender has a security interest in such portion of the refund. 2.7. Resignation and Termination. 2.7.1. Initiation Fee Refund. Solely for the purposes of determining the amount of the Initiation Fee that a Golf Member is entitled to upon repurchase of the Golf Membership by the Golf Club Corporation, on and after July 15, 2003, the Golf Club Corporation shall have two classes of Golf Memberships: Golf Memberships that had been issued prior to July 15, 2003 ( Grandfathered Golf Memberships ) and Golf Memberships that had been issued on and after July 15, 2003 ( Non-Grandfathered Golf Memberships ). Upon the repurchase of a Grandfathered Golf Membership (or Senior Membership in the case of Golf Membership that has been converted to a Senior Membership) by the Golf Club Corporation, the Golf Member shall receive fifty percent (50%) of the Initiation Fee then being charged by the Golf Club Corporation for Golf Memberships, less any deductions permitted by Section 2.7.2 of this Plan. Upon the transfer of a Non-Grandfathered Golf Membership (or Senior Membership in the case of Golf Membership that has been converted to a Senior Membership) to the Golf Club Corporation, the Golf Member shall not receive any amount of the Initiation Fee then being charged by the Golf Club Corporation for Golf Memberships. In addition to the approval requirements of Section 5.2 of this Plan, this Section 2.7.1 may only be amended if a majority of all issued and outstanding Grandfathered Golf Memberships have approved such amendment. 2.7.2. Dues, Assessments and Charges. Every Golf Member, Senior Member, Non-Resident Golf Member and Resident Player must pay all dues, assessments and charges payable pursuant to this Plan until the Golf Membership, Senior Membership, Non-Resident Golf Membership or Resident Player License is repurchased by or transferred to the Golf Club Corporation. Any outstanding dues, assessments and charges shall be deducted from the amount payable to the Golf Member, Senior Member, Non-Resident Golf Member or Resident Player pursuant to such repurchase. If a resigning or terminating Golf Member, Senior Member, Non- Resident Golf Member or Resident Player prepaid fees, such Golf Member, Senior Member, Non-Resident Golf Member or Resident Player will not be entitled to a refund of any portion of the fees paid upon repurchase. The Recallable Golf Member Policy shall contain procedures for the payment of all expenses and charges prior to termination or cancellation of a Recallable Golf Membership. 2.7.3. Golf Memberships and Resident Player License Sell List. 2.7.3.1. Maintaining Lists. The Golf Club Corporation shall maintain a Golf Membership, Senior Membership, Non-Resident Golf Membership and Resident Player License Sell List (the Sell List ) consisting of those Golf Members, Senior Members, Non- Resident Golf Members and Resident Players who will be listed in priority based on the time and date that such persons notify or notified the Golf Club Corporation that they wish to be placed on the Sell List. A Golf Member, Senior Member or Resident Player who no longer qualifies under 11

Section 1.2.1 of this Plan and does not elect to become a Terminating Member or Licensee (as that term is defined in Section 2.7.3.5) shall be placed on the Sell List ten (10) days after the Golf Club Corporation notifies such Golf Member, Senior Member or Resident Player that the Golf Club Corporation is aware that the Golf Member, Senior Member or Resident Player no longer qualifies under Section 1.2.1 of this Plan, provided, however, that if the Non-Resident Golf Member Cap has not been reached, such Golf Member, Senior Member or Resident Player may elect to become a Non-Resident Golf Member instead of being placed on the Sell List pursuant to Section 2.5.4.3 of this Plan. 2.7.3.2. Procedures for Getting on Sell List. Persons desiring to be placed on the Sell List shall notify the Golf Club Corporation that they wish to be placed on the Sell List and shall deliver to the Golf Club Corporation a deposit in an amount as determined by the Golf Board ( Sell List Deposit ) to be held by the Golf Club Corporation while the person remains on the Sell List. If a person on the Sell List elects to have his or her Golf Membership or Resident Player License removed from the Sell List, such person s Sell List Deposit shall be forfeited. When the person s Golf Membership or Resident Player License is repurchased or transferred, the Sell List Deposit shall be refunded to such person at that time. 2.7.3.3. Obligations While on Sell List. All persons on the Sell List shall continue to have the privileges and obligations of a Golf Member, Senior Member, Non-Resident Golf Member or a Resident Player and shall continue to pay all dues or expenses associated with such Golf Membership, Senior Membership, Non-Resident Golf Membership or Resident Player License until the Golf Membership, Senior Membership, Non-Resident Golf Membership or Resident Player License is repurchased by or transferred to the Golf Club Corporation. 2.7.3.4 Repurchase/Transfer Procedures. Golf Memberships, Senior Memberships, Non-Resident Golf Membership and Resident Player Licenses listed on the Sell List shall be repurchased by or transferred to the Golf Club Corporation on a first-come, first served basis, determined by the date, time and priority that the Golf Membership, Senior Membership, Non-Resident Golf Membership or Resident Player License is placed on the Sell List pursuant to Section 2.7.3.1 of this Plan. Golf Members and Senior Members shall be entitled to a percentage of the Initiation Fee permitted under Section 2.7.1 of this Plan. Resident Players shall be entitled to the amounts set forth in Section 1.2.5.1 of this Plan. 2.7.3.5. Termination. Any Golf Member, Senior Member, Non-Resident Golf Member or Resident Player may elect to terminate his or her Golf Membership, Senior Membership, Non-Resident Golf Membership or Resident Player License (collectively, a Terminating Member or Licensee ) by giving the Golf Club Corporation thirty (30) days prior written notice. Upon the expiration of such 30-day period, the Terminating Member or Licensee shall (in the case of Golf Members and Non-Resident Golf Members) cease being a member of the Golf Club Corporation, and the Terminating Member or Licensee shall have no further rights or obligations under this Plan. For example, a Terminating Member or Licensee shall (following the expiration of such 30-day period) have no duty to pay dues or assessments (other than accrued obligations). An election to terminate pursuant to this Section 2.7.3.5 shall be irrevocable and shall constitute a waiver of any right or entitlement to any asset of the Golf Club Corporation, including (without limitation) any percentage of the Initiation Fee then being 12

charged, in the case of Golf Members, Senior Members and Non-Resident Golf Members, and any right to payments pursuant to Section 1.2.5.1 of this Plan, in the case of Resident Players. 2.7.3.6. Outstanding Dues and Charges. All outstanding dues and charges owed to the Golf Club as of the effective date of resignation or termination shall be due and payable in full upon the effective date of resignation. Issuance. 2.7.4. Golf Membership and Resident Player Retirement and Golf Member 2.7.4.1. Alternating Golf Membership Issuance. Resident Players, Senior Members, Non-Resident Golf Members or Golf Members on the Sell List must remain on the Sell List until there is a Pending Applicant. For the purpose of the preceding sentence, a Pending Applicant shall mean either (i) an applicant fully approved to become a Golf Member pursuant to Section 2.5.3 of this Plan (if there is no applicant on the Golf Membership Waiting List); or (ii) an applicant on the Golf Membership Waiting List pursuant to Section 2.5.4 of this Plan. Within thirty (30) days after the payment to the Golf Club Corporation by a Pending Applicant of the entire Initiation Fee and the commencement of dues payments applicable to the Pending Applicant, the Golf Club Corporation must repurchase the rights of the first individual on the Sell List (pursuant to Section 2.7.3.4 of this Plan) by paying (in the case such individual is a Resident Player) the amount required pursuant to Section 1.2.5.1 of this Plan or (in the case such individual is a Golf Member or Senior Member) the amount required pursuant to Section 2.7.1 of this Plan and issue a Golf Membership to such Pending Applicant, unless the Golf Board elects to retire the Golf Membership or Senior Membership pursuant to Section 2.7.4.2 of this Plan. When each of the next three Pending Applicants is identified, if there are Golf Memberships, Senior Memberships, Non-Resident Golf Memberships or Resident Player Licenses on the Sell List, the Golf Club Corporation shall issue to the Pending Applicant a Golf Membership not from the Sell List but from Golf Memberships held by the Golf Club Corporation, unless the Golf Board elects to retire a Golf Membership pursuant to Section 2.7.4.2. Thereafter, if there are Golf Memberships, Senior Memberships, Non-Resident Golf Memberships or Resident Player Licenses on the Sell List, Golf Memberships shall be issued alternating one from the Sell List and then three from Golf Memberships held by the Golf Club Corporation, subject to the Golf Membership procedures of Section 2.7.4.2. 2.7.4.2. Retirement. If and when the Golf Board may issue a Golf Membership pursuant to Section 2.7.4 of this Plan, the Golf Board may elect (in its sole and absolute discretion) not to issue a Golf Membership to a Pending Applicant, in which case the Pending Applicant shall either be placed on or remain on the Golf Membership Waiting List. 2.7.4.3. Issuance. If a Golf Membership is issued pursuant to Section 2.7.4.1 of this Plan, the Golf Board shall notify the Pending Applicant that a Golf Membership will be issued and that the Initiation Fee then being charged for a Golf Membership is due (less any Application Fee previously paid). 2.7.5. Capping Golf Memberships Authorized Under Section 2.4. The Golf Board shall set the maximum number of memberships authorized under Section 2.4 of this Plan (the Membership Cap ). If the number of such memberships (including Resident Player Licenses) issued by the Golf Club Corporation has reached the Membership Cap, within ninety 13

(90) days the Golf Board must purchase a number of Memberships from the Sell List (pursuant to Section 2.7.3.4 of the Plan) equal to the amount by which the total number of issued Memberships exceeds the Membership Cap. After the expiration of such ninety (90) day period, unless and until the Membership Cap is increased, if the number of issued Memberships exceeds the Membership Cap, each time the Membership Cap is exceeded the Golf Club Corporation must (within ninety (90) days after the Membership Cap is exceeded) purchase a number of Memberships from the Sell List equal to the amount by which the Membership Cap is exceeded. The Non-Resident Golf Member Cap established pursuant to Section 1.2.2.1 of this Plan shall not be a Membership Cap pursuant to this Section 2.7.5. 2.7.6. Priority Transfer. 2.7.6.1. Golf Members. Notwithstanding anything to the contrary set forth in this Plan, and notwithstanding any Membership Cap, a Golf Member or Senior Member who is selling his or her home in the Terravita community may arrange for the Golf Club Corporation to repurchase or transfer his or her Golf Membership or Senior Membership and reissue it to the new owner of the home, provided the new owner has been approved for Golf Membership by the Golf Board and has paid the required Initiation Fee and, provided further, that the repurchase or transfer and reissuance of the Golf Membership is completed within thirty (30) days after the closing of the sale of the subject home. In the case of the sale of a Senior Member's Terravita home, the Senior Membership shall be converted to a full Golf Membership. 2.7.6.2. Resident Players. Notwithstanding anything to the contrary set forth in this Plan, and notwithstanding any Membership Cap, a Resident Player who is selling his or her home in the Terravita community may arrange for the Golf Club Corporation to repurchase or transfer his or her Resident Player License and reissue it as a Golf Membership to the new owner of the home, provided the new owner has been approved for Golf Membership by the Golf Board and has paid the required Initiation Fee and, provided further, that the repurchase or transfer and reissuance of the Golf Membership is completed within thirty (30) days after the closing of the sale of the subject home. 2.8. Transfer of Membership on Death or Divorce. 2.8.1. Upon the death of a Member, Senior Member or Resident Player who owns a home in the Terravita community, and upon the death of a Non-Resident Golf Member, the Membership (in the case of Members) or Resident Player License (in the case of Resident Players) shall automatically pass to the legatee or heir of the home, if such legatee or heir is over the age of twenty-one (21). If the legatee of a deceased Senior Member is his or her spouse or is a cohabitant with a spousal relationship with the Senior Member, the Senior Membership shall automatically pass to the legatee regardless of the age of such legatee. If the Senior Member s legatee is not his or her spouse or a cohabitant with a spousal relationship with the Senior Member, he or she shall be required to convert the Senior Membership to a full Golf Membership. For purposes of this section, the term cohabitant with a spousal relationship means a person who was the Senior Member s unmarried mate and specifically excludes Designated Users such as a child, sister, brother-in-law, etc. If such legatee or heir is not over 14

the age of twenty-one (21), the Membership (in the case of Members) or Resident Player License (in the case of Resident Players) shall pass to such individual s guardian in trust for the benefit of the heir or legatee. 2.8.2. In the event of a legal separation, divorce or termination of cohabitation as part of the same residence involving a Golf Member, Senior Member or Resident Player, the Membership (in the case of Golf Members and Senior Members) or the Resident Player License (in the case of Resident Players), including all rights and benefits given to the holder thereof, shall vest in the individual who is the Golf Member, Senior Member or Resident Player, not the Designated User of such member. 2.9. Golf Board Sanctions. The Golf Board may levy sanctions with respect to use of the Golf Facilities as it deems appropriate against any Golf Member, Country Club Member (in the case of Sections 2.9.1, 2.9.2 and 2.9.3 below), Non-Resident Golf Member, Senior Member, Resident Player, Recallable Golf Member, Designated User of a Golf Member, Recallable Golf Member, Senior Member or Resident Player, or any of their respective guests for cause. Such sanctions include expulsion, fines, reimbursement of expenses incurred or suspension of privileges. Sanctions may be imposed by the Golf Board for: 2.9.1. displaying inappropriate behavior, demeanor or appearance; 2.9.2. failing to abide by the Golf Rules and Country Club Rules for the use of the Golf Facilities; 2.9.3. treating personnel or employees of the Golf or Country Club or other Golf or Country Club Members in an unreasonable manner; 2.9.4. being delinquent in the payment of dues and/or other charges owed in excess of sixty (60) days after such sums are billed; 2.9.5. failing to accompany guests, when required, when using the Golf Facilities; 2.9.6. providing false information on an application for Golf Membership or for guest or tenant privileges; or 2.9.7. violating the Country Club Facilities restrictions by a Non-Resident Golf Member under Section 1.2.2.3.4 of this Plan. 2.10. Right to a Hearing. No Golf Member, Non-Resident Golf Member, Senior Member, Recallable Golf Member, Resident Player or Designated User thereof may be suspended or expelled, nor may a membership or license be cancelled, without a hearing before the Golf Board provided that privileges to use the Golf Facilities may be temporarily suspended pending such hearing pursuant to Section 11 of the Golf Club Rules & Regulations in the event of a delinquency under Section 2.9.4 of this Plan. Such hearings shall be conducted no less than fourteen (14) days after written notice has been given to such person stating the charges for the hearing thereon. Such person shall have the right to be present at the hearing and may elect to be heard orally or in writing. After conducting a hearing on the matter, the Golf Board shall privately consider the charges and evidence relating thereto and shall make a decision within fourteen (14) days thereafter as to the sanctions, if any, to be imposed. The person who is the 15