Pronghorn Membership Plan

T H E C L U B AT P R O N G H O R N

MEMBERSHIP PLAN

THE CLUB AT PRONGHORN MEMBERSHIP PLAN OVERVIEW MEMBERSHIP OPPORTUNITY This Membership Plan and referenced documents (“Membership Documents�) establish a new membership program and are not a continuance or amendment of the membership documents for the previous membership program. This Membership Plan describes the membership opportunity to join The Club at Pronghorn (the "Club"). Pronghorn is a world-class Golf Community located in Bend, Oregon. The Club features an exceptional array of recreational amenities, including 36 holes of championship golf designed by two of the premier golf course architects in the world, Tom Fazio and Jack Nicklaus. The Club also offers the use of fitness, spa, swimming and tennis facilities, as well as a variety of recreational opportunities for children of all ages. It is expected that Pronghorn will be primarily a second home community. Even though each owner of a homesite or villa in the community is required to be a member of the Club, the usage patterns that are anticipated should afford access to the Club's facilities for all members and their families.

MEMBERSHIP CATEGORIES AND PRIVILEGES The following categories of memberships will be offered in the Club: Premier Golf, Premier Resident Golf, Premier Sports, Signature Golf, Signature Sports, Signature Resident Golf, and National. The Club may offer certain other memberships and use privileges as described in the "Other Memberships and Use Privileges" provision in this Membership Plan. The privileges associated with each category of membership are more fully described in this Membership Plan.

In order to ensure a stable source of revenue for the Club and further the long term success of the Club, which will positively impact property values in Pronghorn, each owner of property in Pronghorn is required to acquire and maintain at least a Sports Membership in the Club pursuant to the Declaration of Covenants, Conditions and Restrictions of The Estates at Pronghorn, Declaration of Covenants, Conditions and Restrictions Villas at Pronghorn, and the Declaration of Covenants, Conditions and Restrictions for Residence Condominium ("Declarations").

SPECIAL MEMBERSHIP BENEFITS In addition to exceptional Club Facilities and an extensive array of programs and activities for members and their families, membership in the Club offers a number of attractive benefits, including: Refundable Membership Deposit. The membership deposit paid for a membership is refundable, subject, however, to the terms of this Membership Plan.

Resigned Memberships Reissued Prior to Membership Sell-Out. Resigned members do not have to wait until all new memberships in the Club have been issued before their membership is reissued, as provided for hereinafter.

No Assessments. Members are not subject to either operating or capital assessments.

Immediate Family Privileges. The member's spouse, parents, grandparents, grandchildren and adult children can enjoy the Club Facilities on the same basis as the member without having to pay additional membership dues.

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Transfer to Family Member. A member will have a one-time opportunity to transfer to an adult child or grandchild.

Inheritability. Upon the death of a member, the membership can be transferred to his or her spouse, adult child or grandchild.

Preferred Pricing. Members’ pricing on food and beverage and golf shop soft goods purchases (excluding sale merchandise) will be reduced from pricing offered to non-members.

The Clubhouse. An approximately 55,000 square foot facility for the enjoyment of our members and their guests which includes: Chanterelle, our fine dining restaurant, Cascada, our more casual dining restaurant, the spa and fitness area, Men’s and Women’s lounges and Lockers, as well as a business center and event accommodations.

The Trailhead. The family recreational facility which includes The Trailhead Grill, swim and tennis facilities and Camp Pronghorn.

Camp Pronghorn. A day camp for children is available at The Trailhead for members and their accompanied guests or guests of The Residence Club. Please contact the Concierge for camp fees, camp hours and registration or to have them arrange childcare services.

Pronghorn Adventures. Members have access to the Pronghorn Adventure Programs and tours including fly fishing, hunting, river rafting, rock climbing and skiing.

Concierge. A Club concierge service is available which enables members to arrange for a variety of personal services and business assistance. The Concierge can also arrange shuttle service to and from Mt. Bachelor or any local airport.

The Academy. A golf teaching facility that utilizes state of the art golf training equipment is available for our members and guests.

Memberships are limited in number. This limitation is important to ensure our members' enjoyment of the Club's outstanding facilities.

CAREFULLY REVIEW ALL MEMBERSHIP DOCUMENTS Every person who desires to obtain a membership, or owns or purchases property within Pronghorn should carefully read this Membership Plan and all of the referenced documents and should seek professional advice to evaluate these documents.

RELY ONLY ON INFORMATION IN THIS MEMBERSHIP PLAN NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS MEMBERSHIP PLAN AND THE REFERENCED DOCUMENTS AND, IF GIVEN OR MADE, SUCH INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED

BY THE CLUB. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF MEMBERSHIP CONTAINED IN THE MEMBERSHIP PLAN, RULES AND REGULATIONS AND MEMBERSHIP AGREEMENT WITH OTHER PRINTED MATERIALS, THE MEMBERSHIP PLAN, RULES AND REGULATIONS AND MEMBERSHIP AGREEMENT SHALL GOVERN.

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MEMBERSHIPS AT THE CLUB ARE OFFERED ONLY FOR RECREATIONAL PURPOSES MEMBERSHIPS AT THE CLUB ARE BEING OFFERED EXCLUSIVELY FOR THE PURPOSE OF PERMITTING MEMBERS THE RECREATIONAL USE OF THE CLUB FACILITIES. MEMBERSHIPS SHOULD NOT BE VIEWED AS AN INVESTMENT AND NO MEMBER SHOULD EXPECT TO DERIVE ANY ECONOMIC PROFITS FROM MEMBERSHIP AT THE CLUB. NO FEDERAL OR STATE AUTHORITY HAS PASSED UPON OR ENDORSED THE MERITS OF THIS MEMBERSHIP PLAN. APPLICATION PROCEDURE Each person who desires to become a member must mail or deliver to the Membership Department a fully completed and signed Membership Agreement. A check for the required membership deposit shall accompany the Membership Agreement, unless the membership deposit is paid to the Club through escrow at the closing of the new member’s acquisition of property within Pronghorn and is shown on the settlement statement as a separate entry.

MEMBERSHIP DEPARTMENT AVAILABLE TO ANSWER QUESTIONS All inquiries regarding membership in the Club or this Membership Plan and referenced documents should be directed to the Membership Department at Pronghorn or by calling 541693-5300. You may call or visit the Membership Department. No appointment is necessary, although one is recommended.

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TABLE OF CONTENTS I. CLUB MEMBERSHIP AND FACILITIES ....................................................................................... 1 A. Membership Features ....................................................................................................................... 1 B. Club Facilities and Services.............................................................................................................. 1 C. Construction of Club Facilities ......................................................................................................... 2 D. Additional Club Facilities................................................................................................................. 2 E. Personalized Member Services ......................................................................................................... 2 F. Preferred Pricing for Members.......................................................................................................... 2 G. Ownership and Operation of the Club Facilities .............................................................................. 2 II. MEMBERSHIP CATEGORIES AND PRIVILEGES.................................................................... 3 A. Categories of Membership................................................................................................................ 3 B. Description of Membership Privileges ............................................................................................. 3 C. Private Dining................................................................................................................................... 4 D. Rules and Policies............................................................................................................................. 4 E. Upgrade of Membership ................................................................................................................... 4 F. Downgrade of Membership............................................................................................................... 5 III. NUMBER OF MEMBERSHIPS ...................................................................................................... 5 A. Limited Number of Memberships .................................................................................................... 5 IV. FAMILY PRIVILEGES ..................................................................................................................... 6 A. Use of Club Facilities by Immediate Family.................................................................................... 6 B. Privileges for Individual Living with Member and Significant Others. ........................................... 6 V. GUEST PRIVILEGES......................................................................................................................... 6 A. Use of the Club Facilities by a Guest of a Member.......................................................................... 6 VI. OFFERING OF MEMBERSHIPS ................................................................................................... 6 A. Offering of Memberships ................................................................................................................. 6 B. Property Owners in Pronghorn Must be a Member .......................................................................... 7 C. Reserved Memberships..................................................................................................................... 7 D. Purchasers of Property in Pronghorn................................................................................................ 7 E. Purchasers of Two or More Properties ............................................................................................. 7 F. Purchasers of Two or More Shared Interests .................................................................................... 8 G. Multiple Owners of Property............................................................................................................ 8 H. Memberships May Be Held in the Name of a Company or Other Bona Fide Legal Entity ............. 8 VII. MEMBERSHIP DEPOSIT .............................................................................................................. 9 A. Membership Deposit Required to Acquire a Membership ............................................................... 9 B. Refund of Membership Deposit........................................................................................................ 9 C. Member May Continued Membership at End of 30 Years............................................................... 9 D. Deduction of Amounts Owed to Club; Deduction of Amounts Owed to an Association ................ 9 E. Tax Consequences of Acquiring a Membership ............................................................................. 10 VIII. TRANSFER OF MEMBERSHIP ................................................................................................ 10 A. Transfer of Membership by Non-Mandatory Members ................................................................. 10 B. Transfer of Membership upon Sale of Property ............................................................................. 10 C. Legal Separation or Divorce ........................................................................................................... 11

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D. Transfer of Membership to Family Member .................................................................................. 11 E. Transfer of Membership Upon the Death of a Member.................................................................. 12 IX. DUES AND CHARGES.................................................................................................................. 12 A. Dues, Fees and Charges.................................................................................................................. 12 B. No Assessments Against Members................................................................................................. 13 C. Membership Year of the Club ........................................................................................................ 13 D. Payment of Dues by a Resigned Non-Mandatory Member............................................................ 13 E. Prorated Dues and Fees Upon Reissuance of Membership ............................................................ 13 X. ACKNOWLEDGMENT OF MEMBERSHIP RIGHTS .............................................................. 13 A. Members' Acknowledgment ........................................................................................................... 13 B. Waiver of Previous Rights.............................................................................................................. 14 C. Membership May Not Be Pledged.................................................................................................. 14 XI. MEMBERSHIP PROCEDURES .................................................................................................... 14 A. Application Procedure .................................................................................................................... 14 B. Review of Membership Application and Agreement ..................................................................... 15 C. Rights of Members Governed Only by Membership Plan.............................................................. 15 XII. OTHER MEMBERSHIPS AND USE PRIVILEGES ................................................................ 15 A. Partner Memberships...................................................................................................................... 15 B. Honorary Memberships .................................................................................................................. 15 C. Corporate Memberships.................................................................................................................. 15 D. Non Resident Memberships............................................................................................................ 16 E. Club Guests..................................................................................................................................... 16 F. Sponsored Guest Program............................................................................................................... 16 G. Special Corporate Memberships..................................................................................................... 16 H. Promotional Use, Tournament Play and Other Users..................................................................... 16 XIII. LESSEE PRIVILEGES.................................................................................................................. 17 A. Use of the Facilities by a Lessee of a Member............................................................................... 17 XIV. CLUB OPERATIONS................................................................................................................... 17 A. Management, Control and Operation of the Club .......................................................................... 17 B. Board of Governors ........................................................................................................................ 17 XV. GENERAL PROVISIONS ............................................................................................................ 18 Membership Department Available to Answer Inquiries..................................................................... 18

April 2012

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I.

CLUB MEMBERSHIP AND FACILITIES

A. MEMBERSHIP FEATURES The Club offers use of world class golf, spa and fitness, swimming, tennis, social and other recreational facilities and amenities. The terms of membership are described in this Membership Plan, the Rules and Regulations and the Membership Agreement.

B. CLUB FACILITIES AND SERVICES The "Club Facilities" and amenities that will be available to Club members, their families and guests, depending upon the type of membership and subject to the terms of this Membership Agreement, include the following: 18-hole Jack Nicklaus Signature golf course; 18-hole Tom Fazio golf course for qualifying membership types; Jack Nicklaus Short Game Area; Tom Fazio Short Game Area for qualifying membership types; Golf Practice Range is available for all membership types The Academy at Pronghorn is available for all membership types in conjunction with Academy programming.

The Clubhouse, an approximately 55,000 square foot facility for the enjoyment of our members and their guests; featuring dining areas, private dining areas, spa and fitness areas, meeting rooms, men's and women's locker areas, and the golf shop; The Member’s Only Area is defined in the Rules and Regulations of the Club; Spa and fitness facilities The Trailhead - The family recreational facility which includes The Trailhead Grill, swimming and tennis facilities and Camp Pronghorn; Camp Pronghorn - A day camp for children is available at The Trailhead for members and their accompanied guests or guests of The Residence Club; please contact the Concierge for camp fees, camp hours and registration; Pronghorn Adventures Concierge Catering services Wine Lockers Snack Bar

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Business Center Members will be able to enjoy a number of recreational pursuits at the Club including children's programs and pre-arranged regional recreational activities, such as fishing, skiing, rafting and rock climbing provided through the Club's concierge and Pronghorn Adventures. Members will have additional services available to them upon payment of appropriate fees, including access to the Pronghorn Adventure Programs and tours (including fly fishing, hunting, river rafting, rock climbing and skiing); advanced reservations for children's programs and spa treatments; and transportation to and from the airport is available.

C. CONSTRUCTION OF CLUB FACILITIES The Jack Nicklaus Signature and the Tom Fazio courses are both complete. The Clubhouse is complete. The Trailhead family recreation center is complete and includes swimming and tennis facilities, The Trailhead Grill, and Camp Pronghorn. Chanterelle and Cascada are open in the Clubhouse. Additional amenities may be constructed in the future.

D. ADDITIONAL CLUB FACILITIES The Club may, in its sole discretion, expand the Club Facilities or add additional facilities as it determines appropriate from time to time, either on or off-site, including additional golf facilities.

If the Club Facilities are expanded or additional facilities are added to the Club Facilities, the number of memberships issued in the Club may be increased.

E. PERSONALIZED MEMBER SERVICES A Club Concierge service is available to members, which will enable members to arrange for a variety of personal services, including dinner reservations, assistance with airline tickets, childcare arrangements, spa appointments, shuttle service, car rentals, and business assistance, such as copies and faxes. The Club's concierge will also arrange for participation in regional recreational activities. The concierge service will be included with a membership, but the cost of the services used will be charged to the member. The Concierge staff can also try to fill any special requests.

F. PREFERRED PRICING FOR MEMBERS Members will receive preferred pricing on selected items, including non-sale golf shop soft goods merchandise.

G. OWNERSHIP AND OPERATION OF THE CLUB FACILITIES Pronghorn Golf LLC, a Hawaii limited liability company (the "Company"), owns, controls, and operates the Club Facilities. The Company and the Club are hereinafter sometimes collectively referred to as the "Club". Where this Membership Plan refers to the Club taking action or having certain rights, the Company or its designees shall take such action and have such rights.

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II.

MEMBERSHIP CATEGORIES AND PRIVILEGES

A. CATEGORIES OF MEMBERSHIP In order to provide exclusivity and availability of facilities and services to members, the Club is offering a limited number of Premier Golf, Premier Sports, Premier Resident Golf, Signature Golf, Signature Sports, Signature Resident Golf, and National Memberships.

B. DESCRIPTION OF MEMBERSHIP PRIVILEGES Each person who acquires a membership will be entitled to use the Club Facilities in accordance with his or her category of membership and the terms and conditions of this Membership Plan and the Rules and Regulations. The membership privileges currently associated with each category of membership are as follows: Premier Golf Members: Premier Golf Members will be entitled to use all golf facilities, the Clubhouse, the Member’s Only Area, spa and fitness facilities and The Trailhead, as well as enjoy the other amenities and services made available from time to time to Premier Golf Members. Premier Golf Members may play golf on both the Nicklaus and Fazio courses and will be permitted to reserve golf starting times as determined by the Club from time to time in the Rules and Regulations. Premier Golf Members will be obligated to pay cart fees and caddie fees when playing golf. Premier Golf Members will not be obligated to pay court fees for use of the tennis courts and advance sign-up is required to reserve court times.

Premier Resident Golf Members: Premier Resident Golf Members will be entitled to use all golf facilities, The Clubhouse, the Member’s Only Area, spa and fitness facilities and The Trailhead, as well as enjoy the other amenities and services made available from time to time to Premier Resident Golf Members. Premier Resident Golf Members may play golf on both the Nicklaus and Fazio courses. Any time after booking their reservations at The Residence Club at Pronghorn (the “Residence Club”), Premier Resident Golf Members will be entitled to reserve golf starting times during their planned stay as determined by the Club in the Rules and Regulations, Premier Resident Golf Members will be obligated to pay cart fees and caddie fees when playing golf. Premier Resident Golf Members will not be obligated to pay court fees for use of the tennis courts and advance sign-up is required to reserve court times. Premier Resident Golf Members will only be entitled to use the Club’s facilities and amenities while in residence at Pronghorn.

Premier Sports Members: Premier Sports Members will be entitled to use The Clubhouse, the Member’s Only Area, spa and fitness facilities and The Trailhead, as well as enjoy the other amenities and services made available from time to time to Premier Sports Members. Premier Sports Members will not be obligated to pay court fees for use of the tennis courts and advance sign-up is required to reserve court times. Premier Sports members will be entitled to use the Golf Practice Range and play golf on the Nicklaus Course at a Sports Member rate determined by the Club from time to time.

Signature Golf Members: Signature Golf Members will be entitled to use the Nicklaus golf course, the golf practice facilities (excluding the Fazio practice area), The Clubhouse, spa and fitness facilities and The Trailhead, as well as enjoy the other amenities and services made available from time to time to Signature Golf Members. Signature Golf Members will not be obligated to pay court fees for use of the tennis courts and advance sign-up is required to reserve court times.

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Signature Sports Members: Signature Sports Members will be entitled to use the Clubhouse, spa and fitness facilities and The Trailhead, as well as enjoy the other amenities and services made available from time to time to Signature Sports Members. Signature Sports Members will not be obligated to pay court fees for use of the tennis courts and advance sign-up is required to reserve court times. Signature Sports members will be entitled to use the Golf Practice Range and play golf on the Nicklaus Course at a Sports Member rate determined by the Club from time to time.

Signature Resident Golf Members: Signature Resident Golf Members will be entitled to use the Nicklaus golf course, the golf practice facilities (excluding the Fazio practice area), The Clubhouse, spa and fitness facilities, and The Trailhead, as well as enjoy the other amenities and services made available from time to time to Signature Resident Golf Members. Any time after booking their reservations at The Residence Club at Pronghorn, Signature Resident Golf Members will be entitled to reserve golf starting times during their planned stay as determined by the Club in the Rules and Regulations, Signature Resident Golf Members will be required to pay golf cart fees and caddie fees. Signature Resident Golf Members will not be obligated to pay court fees for use of the tennis courts and advance sign-up is required to reserve court times.

Signature Resident Golf Members will only be entitled to use the Club's facilities and amenities while in residence at Pronghorn.

National Membership: National Members will be entitled to use the Club Facilities on the same basis as a Premier Golf Member or Signature Golf Member as determined by the Club.

C. PRIVATE DINING Members have access to additional private dining facilities upon request. Such facilities include the Sunstone room which can accommodate 8-10 people, the Fireside room which can accommodate 20 people and the Vintner room which can accommodate 18 people. Additional facilities may be made available seasonally. For more information please contact the Club.

D. RULES AND POLICIES To enhance the recreational and social pleasure of members and their guests, the Club and its management will reserve the right to establish or modify rules, regulations, policies, guidelines, or systems governing access or reservation of the Club Facilities.

E. UPGRADE OF MEMBERSHIP Members will at all times, have the right to upgrade to a higher category or sub-category of membership if the higher category or sub-category of membership is then available and not reserved. In order to upgrade, the member shall pay to the Club the difference between the membership deposit, if applicable, then charged for the higher category of membership and the membership deposit previously paid by the member for the lower category of membership. Due to the limited number of memberships in each category and the reservation of memberships, a member may not be able to upgrade to a higher category of membership. If upgrading within a specific category, member understands that they will become responsible for the higher membership dues associated with the sub-category’s membership privileges.

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F. DOWNGRADE OF MEMBERSHIP Members will have a one time right to downgrade to a lower category/sub-category of membership if the lower category/sub-category of membership is then available and not reserved.

In order to downgrade, the member shall resign his or her category/sub-category of membership.

The change in category/sub-category shall be effective the last day of the month in which the notice of downgrade is received by the Club. The lower category/sub-category of membership will be deemed issued on the first day of the month following receipt of the notice of downgrade at which time the member's dues will be adjusted to the lower category/sub-category of membership. A member must be in good standing with the Club before being allowed to downgrade.

III.

NUMBER OF MEMBERSHIPS

A. LIMITED NUMBER OF MEMBERSHIPS The maximum number of memberships permitted to be issued in the Club will be as follows: Category

Number of Memberships *

Premier Golf Membership

Combined Premier Golf, Premier Resident Golf and Premier Sports Memberships not to exceed 400 members

Premier Resident Golf Membership Premier Sports Membership

Premier Resident Golf Memberships for a unit count towards total on an equivalent per unit basis

Signature Golf Membership

Combined Signature Golf, Signature Resident Golf, and Signature Sports not to exceed 300 members.

Signature Resident Golf Membership Signature Sports Membership

Signature Resident Golf Memberships for a unit count towards total on an equivalent per unit basis

National Membership

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* TO THE EXTENT SIGNATURE MEMBERSHIPS ARE NOT ISSUED AND TOTAL SIGNATURE MEMBERSHIPS ARE LESS THEN 300 MEMBERS, PREMIER MEMBERSHIPS CAN BE INCREASED ACCORDINGLY BUT THE COMBINED TOTAL OF PREMIER AND SIGNATURE MEMBERS WILL NOT EXCEED 700 MEMBERSHIPS.

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IV.

FAMILY PRIVILEGES

A. USE OF CLUB FACILITIES BY IMMEDIATE FAMILY A member's immediate family will be entitled to use the Club Facilities on the same basis as the member. A member's immediate family will include the member's spouse, their children, grandchildren, parents, and grandparents. Club usage and any associated fees or charges for immediate family will be the responsibility of the member as defined in the Rule and Regulations of the Club. The Club may modify or terminate this privilege and establish such rules with respect thereto as it may determine from time to time.

B. PRIVILEGES FOR INDIVIDUAL LIVING WITH MEMBER AND SIGNIFICANT OTHERS. A member living together with another individual in the same household as a family unit on a permanent basis may designate the other individual to use the Club Facilities as a significant other. The member and the designated user shall be individually and jointly responsible for the payment of all charges and fees incurred by the designated user. The Club reserves the right to establish such fees and other rules and require the member and designated user to submit such information and forms as the Club deems appropriate.

V.

GUEST PRIVILEGES

A. USE OF THE CLUB FACILITIES BY A GUEST OF A MEMBER Members may have guests use the Club Facilities upon payment of the applicable guest charges in accordance with the member's category of membership and the Rules and Regulations of the Club. The Club may limit the number of guests and the number of times a particular guest may use the facilities during each membership year. An individual may play at the member-guest rate no more than six times in a given membership year, with the exception of attendance at tournaments and special events designated by the Club. The Sponsored Guest rate will apply after the six rounds and the sponsoring member will be responsible for the payment of charges incurred but not paid by his or her guests, including any applicable daily guest fees established by the Club from time to time. Members will be responsible for the actions and conduct of their guests.

VI.

OFFERING OF MEMBERSHIPS

A. OFFERING OF MEMBERSHIPS Except for National Memberships, Premier Golf and Premier Sports Memberships are only offered to purchasers of homes, villas or homesites in Pronghorn. Signature Golf and Signature Sports Memberships may be offered from time to time for purchasers of deed-restricted properties or other property types as determined by the Club in its sole discretion. Premier Resident Golf and Signature Resident Golf Memberships will be offered to purchasers of shared interests in The Residence Club. Subject to being approved for membership in the Club, each purchaser of property in Pronghorn, other than purchasers of shared interests in the Residence Club, must become a member of the Club no later than the date of their close of escrow. National Memberships can be offered to persons whose primary residence is not within the Pronghorn community.

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B. PROPERTY OWNERS IN PRONGHORN MUST BE A MEMBER Pursuant to the Declarations, all purchasers of property in Pronghorn, other than purchasers of shared interests in the Residence Club, must apply for a membership in the Club by submitting a Membership Application and Agreement. Subject to being approved for membership in the Club, such purchasers must pay the current membership deposit and become a member of the Club no later than the date of their closing of escrow.

C. RESERVED MEMBERSHIPS All of the unissued memberships will be reserved by the Club and will not be considered to be available memberships in the Club. The Club may not be compelled to sell a reserved membership. The Club may issue a reserved membership to any person who the Club, in its sole discretion, determines appropriate from time to time, including National Memberships, and persons who do not own property in Pronghorn.

D. PURCHASERS OF PROPERTY IN PRONGHORN Each purchaser of property in Pronghorn, other than purchasers of shared interests in the Residence Club, must at any time on or before the date of his or her closing on the property, acquire a membership in the Club (such purchasers shall be collectively referred to as “Mandatory Members”). Because approval for membership in the Club is not guaranteed, a potential purchase of property in Pronghorn is advised to apply for membership in advance of the scheduled closing on the property. OWNERSHIP OF PROPERTY DOES NOT GIVE ANY VESTED RIGHT OR EASEMENT, PRESCRIPTIVE OF OTHERWISE, TO USE THE CLUB FACILITIES AND DOES NOT GRANT ANY OWNERSHIP OR MEMBERSHIP INTEREST IN THE CLUB OR IN THE CLUB FACILITIES. E. PURCHASERS OF TWO OR MORE PROPERTIES If a person acquires two or more homes, villas and/or homesites at Pronghorn, other than shared interests in the Residence Club, the purchaser must acquire a membership for each property acquired. The purchaser may designate another person to use the “additional” membership.

A designated user of a membership can be changed annually subject to the payment of a redesignation fee determined by the Club. Any person designated as the user of a membership pursuant to this provision will be subject to the approval of the Club and must execute a Designee Membership Application and Agreement. The Designee may be required to post a valid credit card to insure the payment of all dues and/or other Club charges. The approved member who appointed a designated user shall remain liable for any unpaid dues or charges not timely paid by the designated user.

Persons who acquire two or more contiguous homesites but who construct only one residence may desire only one membership. In the event the homesites are combined and only one membership is acquired, the homesites must be re-platted to one lot and cannot be re-subdivided.

In the event the re-platting takes place after both the memberships have been purchased, the unused membership shall be deemed to be terminated and no refund shall be returned to the homeowner. The Club may re-allocate an additional National membership for the terminated membership.

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F. PURCHASERS OF TWO OR MORE SHARED INTERESTS A purchaser of two or more shared interests in the Residence Club can acquire a Premier Resident Golf or Signature Resident Golf Membership for one or more of the additional shared interests in the Residence Club. If a Premier Resident Golf or Signature Resident Golf Membership is acquired for an additional shared interest in the Residence Club, the purchaser may designate another person and the use of such membership shall only be applicable while in residence at Pronghorn. A designated user of a Premier Resident Golf or Signature Resident Golf Membership can be changed annually subject to the payment of a redesignation fee determined by the Club. Any person designated as the user of a membership pursuant to the provision will be subject to the approval of the Club and must execute a Designee Membership Application and Agreement. The member who appointed a designated user shall remain liable for any unpaid due or charges not timely paid by the designated user.

G. MULTIPLE OWNERS OF PROPERTY In the event a home, villa or homesite (excluding shared interests in the Residence Club) in Pronghorn is owned by more than one person other than spouses, the Club may at its sole discretion allow the additional owner(s) to apply for membership. If approved, such additional owner(s) must post the then-applicable additional multiple owner membership non-refundable fee, if any, with the Club as well as pay the established membership dues for multiple owners of a Property. If the additional membership is not obtained, the additional owner(s) of the property may only use the Club Facilities as the guest of a member. The purchaser(s) may change the user of the membership prior to the start of each membership year in accordance with the Rules and Regulations established by the Club and upon payment of the redesignation fee established by the Club. The new user of the membership must submit a Membership Application and Agreement, will be subject to the approval of the Club. Additional owner memberships do not count against the number of memberships permitted to be issued in the Club.

H. MEMBERSHIPS MAY BE HELD IN THE NAME OF A COMPANY OR OTHER BONA FIDE LEGAL ENTITY For the convenience of members, a membership may be held in the name of a corporation, partnership, trust or other form of multiple ownership (collectively, the "entity"). The entity must designate one individual or family who will have the right to use the membership. The entity may change the designated user prior to the start of each membership year in accordance with the Rules and Regulations of the Club and upon payment of the redesignation fee established by the Club. The designated user must submit a Designee Membership Application and Agreement and will be subject to the approval of the Club. The designated user must be a bona fide director, officer, partner, shareholder or employee of the entity, or a beneficiary, trustee or settler of the entity if the membership is held in the name of a trust, and must pay the required dues and charges. No person other than the designated user and his or her immediate family will be entitled to simultaneously use the membership. The Club may establish from time to time the rules governing the designated user of a membership, including a limit on the number of times the designated user may be changed. The member entity that appointed a designated user shall remain liable for any unpaid due or charges not timely paid by the designated user. In the event an Entity desires to name additional designee(s) to the membership, the Club may at its sole discretion allow the additional designee(s) to apply for membership. If approved, such additional designee(s) must post the then-applicable additional designee membership non-refundable fee, if any, with the Club as well as pay the established membership dues for multiple designees of an Entity. Additional designees do not count against the membership category limit.

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VII.

MEMBERSHIP DEPOSIT

A. MEMBERSHIP DEPOSIT REQUIRED TO ACQUIRE A MEMBERSHIP Each person who acquires a membership will be required to pay a refundable membership deposit determined by the Club from time to time. Membership deposits are not transferable, except as specifically provided in this Membership Plan, and are refundable only in accordance with this Membership Plan, the Rules and Regulations of the Club and the Membership Agreement.

B. REFUND OF MEMBERSHIP DEPOSIT Subject to the terms of this Plan, the membership deposit actually paid by a member will be refunded, without interest, on the Refund Date. As used herein, the “Refund Date” shall be the date that is thirty (30) years after the date the membership is issued by the Club (which date shall be established as the date the authorized representative of the Club counter-signs the Membership Agreement accompanying this Membership Plan).

In addition to the foregoing, a Premier Resident Golf, Signature Resident Golf, or National member (“Non-Mandatory Member”) shall have the right to resign their membership and receive a refund of their deposit as provided for herein. If a Non-Mandatory Member resigns prior to the end of the 30-year period, the membership deposit paid by the member, less a transfer fee, if any, as set forth in the member’s Membership Agreement will be refunded, without interest, within 30 days after the reissuance of the resigned membership by the Club to a new member. Resigned memberships will be reissued pursuant to the "Transfer of Membership" provisions in Section VIII below. The Club's obligation to the member shall be evidenced by the Membership Agreement. Upon the reissuance of a resigned membership to a new member, a new Refund Date shall be established as of the date the membership is reissued. The difference between the amount paid by the new member and the amount refunded to the resigning member will be retained by the Club.

Except as provided for in Section X below, Mandatory Members shall only be entitled to a refund of the deposit, less a transfer fee, if any, upon the earlier to occur of: (a) the Refund Date; and (b) the sale of the member’s property at Pronghorn.

C. MEMBER MAY CONTINUED MEMBERSHIP AT END OF 30 YEARS A member who continues to be a member for 30 years may continue his or her membership at the end of the 30-year period, until the resignation (by a Non-Mandatory Member) or transfer of the property (for Mandatory Members), by paying the applicable membership dues, fees, and charges. Any member who continues his or her membership at the end of the 30-year period will not be counted toward any cap or limits on the total number of members or the number of members in any category.

D. DEDUCTION OF AMOUNTS OWED TO CLUB; DEDUCTION OF AMOUNTS OWED TO AN ASSOCIATION The Club will deduct from the amount to be refunded to the member any amount which the member owes the Club, including but not limited to all charges, Club dues, penalties and interest.

After the deduction for any amount owed to the Club is made, the Club will have the right, but

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not the obligation, to deduct from the amount to be refunded to the member any amount the member owes to any owners’ association within the Pronghorn destination resort. If the Club elects to withhold amounts owed to an owners’ association, the Club shall promptly pay over such amount to such association. The Club shall have the right to rely upon the written statement of the manager of the applicable owners’ association in determining what amounts, if any, the members owes to the association. So long as the Club has such a written statement from the applicable association, the Club shall have no liability for wrongful withholding, even if it is later determined that the claimed arrearage was invalid. No member shall have any right to directly challenge the Club’s withholding of association arrearages; any such challenge shall be limited to actions between the member and the applicable association in accordance with the association’s governing documents and applicable law.

E. TAX CONSEQUENCES OF ACQUIRING A MEMBERSHIP The Club makes no representations and expresses no opinions regarding the federal, state or local income tax consequences of acquiring a membership or with respect to any membership deposits paid to the Club. All persons acquire their membership subject to all applicable tax laws, as the same may be amended from time to time. Accordingly, members should consult with their own tax advisors with respect to the tax consequences of any membership deposits.

VIII.

TRANSFER OF MEMBERSHIP

A. TRANSFER OF MEMBERSHIP BY NON-MANDATORY MEMBERS A Non-Mandatory Member may transfer his or her membership only to the Club by resigning the membership and arranging for the Club to reissue the membership. Should a Non-Mandatory Member desire to resign from the Club, the member shall be required to give written notice to the Club. Resignation by a Non-Mandatory Member is irrevocable, unless otherwise determined by the Club.

Memberships that are resigned by Non-Mandatory Members will be placed on a waiting list by category of membership for reissuance on a first-resigned, first-reissued basis as provided below.

Prior to the initial sale of all memberships within a membership category, every fourth membership issued in that category (one in four) will be a resigned membership from the waiting list, provided there is a resigned membership on the waiting list. The other three memberships sold will be from the Club's unissued memberships.

After the initial sale of all memberships within a membership category, each membership sold in that category will be a resigned membership from the waiting list.

B. TRANSFER OF MEMBERSHIP UPON SALE OF PROPERTY A member who sells his or her property in Pronghorn must resign his or her membership in connection with the sale and the prospective purchaser shall be required to complete the application process prior to the close of escrow on the property. If available, the member selling their property may have the option to convert to a Non-Resident Membership at the sole discretion of the Club.

Subject to being approved for membership in the Club, excluding Premier Resident Golf and Signature Resident Golf, the subsequent purchaser of the resigning member's property in

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Pronghorn must become a member of the Club upon the closing on the property purchase. The subsequent purchaser must submit a Membership Application and Agreement prior to close of escrow and, if approved for membership, pay the applicable membership deposit at the close of escrow. Upon the close of escrow the Club will reissue the resigning member's membership to the subsequent purchaser. Subsequently, the selling member will receive a refund of the membership deposit (less any amounts owed to the Club) originally paid by or on behalf of the selling member as provided herein and in the Membership Application and Agreement. The selling member understands that there may be a greater membership deposit required to be paid by the subsequent purchaser at the time of the transfer. It is the member’s obligation to be aware of the current membership deposit being charged by the Club from time to time.

Upon the sale of a Premier Resident Golf or Signature Resident Golf Member's shared interest in the Residence Club, the member may (as an alternative to resigning the membership and having it placed on the wait list for reissuance) arrange for the Club to reissue the member's membership to the subsequent purchaser of the shared interest regardless of whether all of the memberships in the given category have been issued and regardless of whether there are any resigned memberships in that category on the waiting list. The subsequent purchaser desiring the resigned membership must submit a Membership Application and Agreement, be approved for membership, and pay the required membership deposit for the category in question. In the event the subsequent purchaser of interest in The Residence Club does not elect to purchase the membership or is not approved for membership, the membership must be resigned upon the sale of the member’s shared interest in the Residence Club and placed on the resale wait list for reissuance as provided above.

C. 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 Club, both spouses will be jointly and severally liable for all dues and charges, and both may continue to enjoy membership privileges so long as such amounts are timely paid. The Club reserves the right, in its sole discretion, not to transfer the membership to either spouse if the Club, in its sole discretion, is unable to determine the person who is lawfully entitled to receive the membership. In the case of Mandatory Members and purchasers of shared interests in the Residence Club, the membership must vest in the spouse awarded the home, villa, homesite or shared interest in the Residence Club, as the case may be, in Pronghorn.

D. TRANSFER OF MEMBERSHIP TO FAMILY MEMBER A member, other than a National Member, can request the transfer of his or her membership to an adult child or grandchild who is approved for membership in the Club without the payment of any additional membership deposit. The adult child or grandchild to whom a membership is to be transferred under this provision must become the new owner of the member’s property in Pronghorn. In order to effectuate a transfer to an adult child or grandchild, the member shall resign the membership and the Club shall pay to the member the membership deposit previously paid by the member for the membership. The adult child or grandchild will then purchase the membership from the Club at the same membership deposit that was previously paid by the member. A new 30-year period for the refund of the membership deposit shall commence for the adult child or grandchild. Only one transfer of the membership to an adult child or grandchild

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shall be permitted. The transfer of the membership to an adult child or grandchild shall not be subject to any waiting lists.

E. TRANSFER OF MEMBERSHIP UPON THE DEATH OF A MEMBER Upon the death of a member that owns property in Pronghorn, the surviving spouse, if any, may elect to: (i) continue the membership privileges without having to pay any additional membership deposit; or (ii) designate one adult child or grandchild to acquire the membership, subject to the approval of the adult child or grandchild for membership in the Club, by giving written notice to the Club within 60 days after the death of the member. Failure of the surviving spouse to elect one of said alternatives within the prescribed time period shall be deemed an election to continue the membership privileges. If there is no surviving spouse, and the deceased member has not designated one adult child or grandchild as the beneficiary of the membership, the children of the member may designate one adult child or grandchild to acquire the membership, subject to the approval of the Club. In the event the deceased member owned property in Pronghorn, in order for the membership to be transferred as provided above, the transferee must acquire title to the property in question.

In the case where the membership is transferred to an adult child or grandchild, the deceased member's estate shall resign the membership to the Club. The Club will repay the deceased member's estate the membership deposit previously paid by the deceased member. The deceased member's adult child or grandchild will then acquire the deceased member's membership from the Club upon payment of the then-current membership deposit. The adult child or grandchild's membership shall be considered to be a resale acquisition of the membership, and a new 30-year period for repayment of the adult child or grandchild's membership deposit shall commence. The transfer of the membership to an adult child or grandchild shall not be subject to any waiting lists.

Nothing herein is intended to give National Members or any level of non-resident membership the right to transfer the membership upon the death of such member.

IX.

DUES AND CHARGES

A. DUES, FEES AND CHARGES The Club will determine the amount of dues, fees and charges to be payable by members each year. Dues shall be payable on a monthly basis, unless otherwise determined by the Club from time to time. The current dues, fees and charges for use of the Club Facilities are indicated on the Schedule of Dues, Fees and Charges available at the Club upon request and as posted from time to time. The amount of dues, fees and other charges is subject to change from time to time by the Club and will not increase by more than ten percent (10%) over the prior year's dues.

If, for any reason, a membership has been terminated by the Club and the related membership deposit has been forfeited, then after the date of termination, no Club dues will be charged to the member or any bank or financial institution that has taken title to the property through a foreclosure process. Dues will resume when the property is transferred to an owner who becomes a member by payment of the then-applicable membership deposit, approval of the buyer for membership in the Club and compliance with all other terms and conditions of this Membership Plan and all documents referenced herein.

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B. NO ASSESSMENTS AGAINST MEMBERS Members will only pay membership dues, fees and other charges established from time to time.

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. Annual increases in dues shall not be deemed an assessment for purposes of this provision. The budget and the calculation of the dues may include a reserve for capital replacements and improvements, and this shall not be deemed an assessment for purposes of this provision.

C. MEMBERSHIP YEAR OF THE CLUB The Club's membership year will constitute the 12-month period commencing January 1 and ending December 31, unless otherwise established by the Club from time to time.

D. PAYMENT OF DUES BY A RESIGNED NON-MANDATORY MEMBER A resigned Non-Mandatory Member shall be obligated to continue to pay dues, fees and other charges associated with the resigned membership until the earlier of (i) the reissuance of the membership by the Club or (ii) 12 months after the resignation occurs. A resigned NonMandatory Member shall be permitted to use the Club Facilities as long as the dues, fees and other charges continue to be paid by the resigned member. In the event that there are any amounts owing to the Club by a resigned member which are past due, the Club reserves the right to move the resigned membership to the bottom of the reissuance waiting list until such amounts have been paid in full.

E. PRORATED DUES AND FEES UPON REISSUANCE OF MEMBERSHIP If a membership is reissued during a membership year, the resigned member shall be entitled to a refund of a pro rata portion of any dues and other fees paid in advance for which services have yet to be rendered.

X.

ACKNOWLEDGMENT OF MEMBERSHIP RIGHTS

A. MEMBERS' ACKNOWLEDGMENT Membership in the Club permits the member to use the Club Facilities in accordance with this Membership Plan and the Rules and Regulations. 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 easement to use the Club Facilities. Membership in the Club does not provide a member with an equity or ownership interest or any other property interest in the Company or the Club Facilities. A member only acquires a revocable license to use the Club Facilities in accordance with the terms and conditions of the Membership Documents, as the same may be amended from time to time. All rights and privileges of members under this Membership Plan, the Rules and Regulations and the Membership Agreement, are subordinate to the lien of any mortgage encumbering the Club Facilities from time to time.

The Club reserves the right at any time, in its sole and absolute discretion, to terminate or modify the Membership Plan and Rules and Regulations, to reserve memberships, to sell, lease or otherwise dispose of the Club Facilities in any manner whatsoever and to any persons

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whomsoever, to add, issue, modify, or terminate any type, category or class of membership, to discontinue operation of any or all of the Club Facilities, to convert the Club into a memberowned club, and to make any other changes in the terms and conditions of membership or in the Club Facilities available for use by members. Notwithstanding anything to the contrary, the Club may not change the following two provisions retroactively for members of the Club as of the effective date of the proposed change to such provision: (i) the provision for a member's right to a refund of his or her membership deposit, and (ii) the provision for a member to arrange for the membership to be transferred by the Club to the subsequent purchaser of his or her property at Pronghorn in accordance with the "Transfer of Membership" section of this Membership Plan.

In the event of termination of the Membership Plan, termination of a person's category of membership, or the discontinuance of operation of all or substantially all of the Club Facilities, the Club will refund the membership deposit to the affected member(s) within 30 days. In the event that the Club Facilities are sold and the buyer assumes liability for the repayment of the appropriate membership deposit as provided in the Membership Agreement, the member shall look solely to the new owner for repayment of the membership deposit, and the seller of the Club Facilities, other than in a foreclosure sale, shall be released from all liability for the repayment thereof. In the event of a sale of the Club Facilities, the buyer shall take title subject to the terms and provisions of the then-existing Membership Plan. Neither the Company nor its affiliates shall have any liability whatsoever to the members in the event the Club Facilities are not constructed, other than the return of the member's membership deposit, without interest.

B. WAIVER OF PREVIOUS RIGHTS If a member has acquired any present or prior rights or privileges in the Club Facilities, the member hereby agrees to substitute the membership privileges acquired pursuant to the Membership Documents, as amended from time to time, and to release and discharge Pronghorn Golf, LLC, the Club and their affiliates, successors or assigns and their employees, officers, directors, agents, stockholders, members and partners from any and all claims and causes of actions that the member may have against any of them regarding any prior rights or privileges in the Club and the Club Facilities.

C. MEMBERSHIP MAY NOT BE PLEDGED A member may not pledge or hypothecate the membership except to the extent the lien or security interest is incurred as a result of obtaining the membership privileges.

XI.

MEMBERSHIP PROCEDURES

A. APPLICATION PROCEDURE Each person who desires to become a member must mail or deliver to the Membership Department a fully completed and signed Membership Application and Agreement. Initial purchasers of property in Pronghorn must submit the Membership Application and Agreement simultaneously with the executed real estate purchase and sale agreement. A check for the required membership deposit shall accompany the Membership Application and Agreement, unless the membership deposit is paid as part of the real estate purchase price and is shown on the settlement statement as a separate entry.

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B. REVIEW OF MEMBERSHIP APPLICATION AND AGREEMENT Each person who applies for a membership in the Club will be subject to the approval of the Club. After receiving the Membership Application and Agreement, the Club will determine whether the applicant has satisfied the relevant conditions of membership. In the event the application is not acted upon favorably, and the applicant has paid any amount in respect of the membership, the applicant will receive a refund of any such amount previously paid, without interest, within ten days after the determination.

C. RIGHTS OF MEMBERS GOVERNED ONLY BY MEMBERSHIP PLAN The members of the Club agree to be bound by the terms and conditions of this Membership Plan and the Rules and Regulations of the Club, as amended from time to time, and irrevocably agree to fully substitute the membership privileges acquired pursuant to this Membership Plan and Rules and Regulations for any present or prior rights in or to use of the Club Facilities.

XII.

OTHER MEMBERSHIPS AND USE PRIVILEGES

A. PARTNER MEMBERSHIPS The Club may issue Partner Memberships in the Club to such persons as the Club determines appropriate from time to time. These memberships are in addition to all other memberships permitted to be issued in the Club and will be available on such terms and conditions as determined by the Club from time to time.

B. HONORARY MEMBERSHIPS The Club may issue Honorary Memberships to such persons as the Club determines appropriate from time to time. These memberships are in addition to all other memberships permitted to be issued in the Club and will be available on such terms and conditions as determined by the Club from time to time.

C. CORPORATE MEMBERSHIPS To the extent the Club has unissued Premier, Signature, or National Memberships, the Club shall have the ability to issue such Memberships on a recallable basis as “Corporate� Memberships to corporations and other business entities. The Corporate Membership shall entitle the business entity to designate individuals as designees under such membership (singularly, a "Designee" and collectively, "Designees"). Corporate Members will be entitled to use the Club Facilities on the same basis as a Premier Golf Member as well as enjoy other amenities and services made available from time to time to Corporate Memberships. Corporate Memberships are nontransferable, except as otherwise stated in the Membership Application and Agreement.

Designees may be changed by the Corporate Member, subject to approval of the Club and payment of a redesignation fee established by the Club. Applicants for Corporate Memberships shall generally be required to pay the membership deposit then charged by the Club therefor, as well as the dues and fees applicable to a Corporate Memberships. The Corporate Membership shall be responsible for unpaid charges incurred by a Designee.

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D. NON RESIDENT MEMBERSHIPS To the extent the Club has unissued Premier, Signature, or National Memberships, the Club shall have the ability to issue such Memberships on a recallable or non-recallable basis as “Non Resident” Memberships. If the Non-Resident Membership is not recallable, the Club can then charge a non-refundable membership deposit pursuant to the Club’s schedule of dues, fees and charges. All Non-Resident Members shall be subject to the approval of the Club, must execute a Membership Application and Agreement, and must comply with the terms of the Membership Documents.

E. CLUB GUESTS Guests staying in accommodations made available at Pronghorn will be able to use the Club Facilities as per the Rules and Regulations of the Club.

F. SPONSORED GUEST PROGRAM Members have the right to sponsor guests for use of club amenities in conjunction with their membership type. Members must pre-register their sponsored guests with the concierge (541693-5300) and pay applicable fees. Sponsored guests must adhere to club policy, code of conduct, and dress codes.

Members can sponsor up to eight players on either Course; larger groups may be approved in advance by the Golf shop on a case by case basis. Sponsored tee times will be set by the golf shop staff as to not interfere with regular membership play, and current sponsored rates will apply to include host fees.

G. SPECIAL CORPORATE MEMBERSHIPS A Special Corporate Membership may be issued in the name of a business entity that owns a home or villa in Pronghorn. The Special Corporate Membership shall entitle the business entity to designate individuals as designees under such membership (singularly, a "Designee" and collectively, "Designees"). Each Designee shall have the same privileges as a Signature Resident Golf Member when staying at a residence owned by the Special Corporate Member in Pronghorn.

A Special Corporate Membership must be obtained for each residence in Pronghorn in order for the individuals residing therein from time to time to have membership privileges. Special Corporate Memberships are non-transferable, except as otherwise stated in the Membership Application and Agreement. Designees may be changed by the Special Corporate Member, subject to approval of the Club and payment of a redesignation fee established by the Club.

Applicants for Special Corporate Memberships shall generally be required to pay the membership deposit then charged by the Club therefor, as well as the dues and fees applicable to a Special Corporate Membership. The Special Corporate Member shall be responsible for unpaid charges incurred by a Designee. Each Special Corporate Membership issued shall count as one Signature Golf Membership against the limit on the number of Signature Golf Memberships that can be issued in the Club.

H. PROMOTIONAL USE, TOURNAMENT PLAY AND OTHER USERS The Club will have the right to designate other persons who will not count toward membership limits, including, without limitation, officers, directors, partners, shareholders, employees and designees of the Company and its affiliates and their guests to use the Club Facilities upon such

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terms and conditions as may be determined from time to time by the Club. The Club will also have the right to permit prospective members and purchasers of property in Pronghorn to use the Club Facilities on such terms and conditions as may be determined from time to time by the Club.

The Club reserves the right, in its sole and absolute discretion, to restrict or to otherwise reserve in advance the Club Facilities for maintenance, tournament or group play, outings and other special events from time to time. Tournaments, special events and the like will be scheduled so as not to materially impair enjoyment of the Club Facilities by members.

XIII.

LESSEE PRIVILEGES

A. USE OF THE FACILITIES BY A LESSEE OF A MEMBER A Member who leases his or her residence in Pronghorn for a period of at least 12 consecutive months may designate the lessee of his or her residence as the beneficial user of the membership, subject to the approval of the Club. The membership privileges of the lessee shall not include access to the Fazio golf course or the private practice facility, or the Member’s Only Area of The Clubhouse. The lessee must submit an Application for Lessee Privileges which must be approved by the Club and must pay the required administrative fee established by the Club from time to time, as well as a monthly lessee fee. During the period when a lessee is the designated user of the membership, the lessor member will continue to have membership privileges and will continue to be obligated to pay dues with respect to the membership. The lessee will pay all applicable fees and charges; however, the member will be responsible for the conduct of the lessee and for all charges incurred by the lessee which are not paid within the customary billing and collection procedures of the Club.

XIV.

CLUB OPERATIONS

A. MANAGEMENT, CONTROL AND OPERATION OF THE CLUB The Company will have the exclusive authority to accept members, set dues and charges, establish rules and regulations and control the management and affairs of the Club Facilities and the Club. The Company reserves the right from time to time to engage a professional management company to operate the Club Facilities. The Company reserves the right to change management companies in its sole discretion.

B. BOARD OF GOVERNORS The Club may establish an advisory Board of Governors composed of members of the Club. The Board's purposes include fostering good relations between the members and management of the Club, providing the members with input on programs, plans and activities of the Club, and advising on the Club's policies and rules and regulations. The management of the Club shall meet with the Board of Governors on a periodic basis to discuss the operation of the Club Facilities.

The Board of Governors shall have no duty or power to negotiate or otherwise act on behalf of the Club, its management or the members of the Club, and shall serve only in an advisory capacity. The management of the Club will have the final authority on all matters concerning the Club Facilities and the members of the Club.

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XV.

GENERAL PROVISIONS

MEMBERSHIP DEPARTMENT AVAILABLE TO ANSWER INQUIRIES Should you have any questions concerning this Membership Plan or the membership opportunities available at the Club, please contact the Membership Department.

The Club at Pronghorn 65600 Pronghorn Club Drive Bend, OR 97701 541-693-5300 ~ 541-693-5354 (Facsimile)

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