Plan For The Offering of Memberships

QUARRY GOLF CLUB, INC.

d/b/a

THE GOLF LODGE AT THE QUARRY

MEMBERSHIPS

March 30, 2023

QUARRY GOLF CLUB, INC.

PLAN FOR THE OFFERING OF MEMBERSHIPS

PURPOSE OF THE CLUB

This Plan for the Offering of Memberships and the Rules and Regulations, as the same may be further amended from time to time (collectively, the “Membership Plan”) along with the member’s Membership Agreement offer an opportunity to obtain a membership in Quarry Golf Club, Inc., a Florida not for profit corporation (the “Club”). The Club is a private equity membership club, located in The Quarry residential community featuring exceptional golf and social facilities.

MEMBERSHIP CATEGORIES AND PRIVILEGES

The Club is offering one category of Equity Membership: Full Golf Membership The Club may also offer Associate Memberships referred to in the “Other Memberships and Use Privileges” section of this Membership Plan. The privileges associated with each category of membership in the Club are more fully described in this Membership Plan.

APPLICATION PROCEDURES

Each person who desires to become a member must mail or deliver to the Membership Office a fully completed and signed Membership Agreement, along with a check for the required membership joining fee. In the event the agreement is not consummated, the membership joining fee will be fully refunded without interest.

MEMBERSHIP OFFICE IS AVAILABLE TO ANSWER INQUIRIES

Any questions concerning this Membership Plan or the membership opportunities available at the Club should be directed to the Membership Office.

CAREFULLY REVIEW ALL MEMBERSHIP DOCUMENTS

Every person who desires to obtain a membership in the Club should carefully read all of the Membership Plan, Bylaws of Quarry Golf, Club, Inc., and other referenced documents and should consider seeking professional legal and financial advice in evaluating these documents.

RELY ONLY ON INFORMATION IN THIS MEMBERSHIP PLAN

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION REGARDING THE CLUB, MEMBERSHIPS AT THE CLUB OR ANY OTHER MATTER DISCUSSED IN THIS MEMBERSHIP PLAN THAT IS NOT SET FORTH AND CONTAINED IN THIS MEMBERSHIP PLAN AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CLUB. NO PERSON SHALL BE ENTITLED TO RELY UPON ANY INFORMATION OR REPRESENTATION EXCEPT AS SPECIFICALLY SET FORTH IN THIS MEMBERSHIP PLAN OR IN THE MEMBER’S FULLY COMPLETED MEMBERSHIP AGREEMENT EXECUTED BY BOTH THE MEMBER AND THE CLUB.

MEMBERSHIPS AT THE CLUB ARE BEING OFFERED EXCLUSIVELY FOR THE PURPOSE OF PERMITTING PERSONS OBTAINING MEMBERSHIP PRIVILEGES AT THE CLUB TO USE THE FACILITIES PROVIDED AT THE CLUB FROM TIME TO TIME IN ACCORDANCE WITH THE PRIVILEGES OF THE MEMBER’S CATEGORY OF MEMBERSHIP MEMBERS OBTAIN A NONEXCLUSIVE REVOCABLE LICENSE TO USE THE FACILITIES PROVIDED AT THE CLUB IN ACCORDANCE WITH THE PRIVILEGES OF THE MEMBER’S CATEGORY OF MEMBERSHIP. EQUITY MEMBERS MAY HAVE OTHER RIGHTS ASSOCIATED WITH THAT MEMBERSHIP CATEGORY AS FURTHER DESCRIBED IN THIS MEMBERSHIP PLAN. MEMBERSHIP PRIVILEGES SHOULD NOT BE VIEWED OR OBTAINED AS AN INVESTMENT AND NO PERSON OBTAINING A MEMBERSHIP AT THE CLUB SHOULD EXPECT TO DERIVE ANY ECONOMIC BENEFITS OR PROFITS FROM MEMBERSHIP AT THE CLUB. THE CLUB MAY REISSUE RESIGNED MEMBERSHIPS UNDER THE CONDITIONS AND SUBJECT TO THE PRIORITIES DESCRIBED HEREIN.

THIS MEMBERSHIP PLAN DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY A MEMBERSHIP AND SHALL NOT BE CONSTRUED AS AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER, OR AN INVITATION TO BE CONSIDERED FOR MEMBERSHIP, IN ANY JURISDICTION OR UNDER ANY CIRCUMSTANCES WHERE SUCH OFFER, SOLICITATION OR INVITATION WOULD BE UNLAWFUL. THIS MEMBERSHIP PLAN IS INTENDED SOLELY FOR INFORMATIONAL PURPOSES IN CONJUNCTION WITH AN INVITATION TO BE CONSIDERED FOR MEMBERSHIP THAT THE CLUB MAY EXTEND TO ELIGIBLE PERSONS.

THIS MEMBERSHIP PLAN HAS NOT BEEN REVIEWED OR ENDORSED BY ANY FEDERAL OR STATE AUTHORITY.

QUARRY GOLF CLUB, INC.

A. INTRODUCTION

MEMBERSHIP OPPORTUNITY

The Club is offering an opportunity to be a member of a golf and social-oriented club in accordance with the terms and conditions of this Membership Plan. Membership at the Club provides an opportunity to enjoy a variety of recreational and social facilities and to participate in various social activities and events. Pursuant to this Membership Plan, the privilege of using the facilities provided at the Club is available to members, immediate family members, guests of members and such other persons as may be permitted by the Club from time to time.

B. CLUB FACILITIES

DESCRIPTION OF THE CLUB FACILITIES

The facilities provided at the Club which are collectively referred to herein as the “Club Facilities” include the following:

* an eighteen-hole golf course designed by world-renowned Hurdzan/Fry Golf Design;

* golf practice facilities including a golf practice range, putting green, chipping green, and short-game area; and

* a golf clubhouse offering a main dining room, private dining room, grille room, golf shop, men’s and women’s locker room facilities, a golf fitness room, golf bag storage facilities, board room, administrative offices and patio/terrace areas.

If the operation of any of the Club Facilities is prevented in whole or in part by any law, rule, regulation, order or other action adopted or taken by any federal, state or local governmental authority or by any acts of God, fire or other casualty, floods, droughts, storms, explosions, accidents, epidemics, war, civil disorders, acts of terrorism, strikes or other labor difficulties, shortages or the failure of supply of materials, labor, fuel, power, equipment, supplies or transportation, or by any other cause not reasonably within the control of the Club, whether or not specifically mentioned herein, the Club shall be excused, discharged and released from performance to the extent that the performance or obligation is so limited or prevented by such occurrence without liability of any kind.

THE CLUB MAY MODIFY THE CLUB FACILITIES

The Club reserves the right to change, alter and otherwise modify the Club Facilities that may be provided at the Club from time to time and therefore, the number, size, scope and nature of the Club Facilities are subject to change in the discretion of the Club.

In addition, the Club reserves the right to provide additional facilities at the Club. Membership does not create any presumption that the Club Facilities or the services that are available at the Club from time to time will continue to be available in their current state or condition.

C.

MEMBERSHIP

CATEGORIES AND PRIVILEGES

MEMBERSHIPS AVAILABLE AT THE CLUB

The Club is currently offering one category of Equity Membership: Full Golf Membership (the “Equity Memberships”). Equity Memberships are equity memberships that create an equity or ownership interest in the Club and the Club Facilities. A person or entity that obtains an Equity Membership is sometimes hereinafter referred to as an “Equity Member” and collectively as “Equity Members ”

ADDITIONAL

CATEGORIES

OF MEMBERSHIP MAY BE MADE AVAILABLE BY THE CLUB

The Club may issue other categories of membership in its sole discretion, including but not limited to, memberships that provide limited or restricted access to the Club Facilities on an annual, seasonal or other basis as described herein (“Associate Memberships”) If additional categories of membership are made available, the Club will establish the use privileges of the additional membership categories, the number of memberships available and the membership joining fees and Club Fees (as described below) to be paid for these additional categories of membership. The Club may also discontinue the offering of any category of membership at any time.

TITLE TO MEMBERSHIPS

An Equity Membership may be held in the name of an individual person. In addition, the Club may allow an Equity Membership to be held in the name of a company, corporation, limited liability company, partnership, trust or other form of business ownership (collectively, the “entity”) The owner of an Equity Membership which is owned by an entity will be permitted to designate one individual as the designee of the membership use privileges. The designee of the membership use privileges must be an officer, director, partner, owner or employee of the entity or the trustee or beneficiary of a trust, must submit an Application for Use Privileges and be approved by the Club. The immediate family members of the designee may also use the Club Facilities upon payment of the required Club Fees. The entity and designee and/or spouse or Significant Other of the membership use privileges shall be: (i) jointly and severally liable for the payment of all Club Fees incurred by the designee and his or her immediate family members and guests, and (ii) responsible for the conduct of the designee and his or her immediate family members and guests. The designee shall have the same privileges to use the facilities and shall pay the same Club Fees as a member in the same category of membership.

An entity may not change the designee for membership privileges except that in the event of the death of the designee, (i) the spouse or Significant Other (as defined hereinafter) may be designated as the designee by the entity without payment of a transfer fee, or (ii) an adult child of the designee may be designated as the designee by the entity upon payment of a transfer fee equal to the then current membership joining fee and approval for membership. In the event an entity owning an Equity Membership is legally dissolved, ceases to actively be engaged in business or otherwise no longer qualifies for a company-owned membership, in the sole discretion of the Club, then the Equity Membership owned by such entity shall be automatically transferred to the designee. The Club reserves the right to establish additional rules regarding a membership owned by an entity at any time, in its sole discretion.

IMMEDIATE FAMILY USE PRIVILEGES

A membership allows the member or designee and, if family dues are paid, his or her immediate family members to use the facilities in accordance with the terms of the category of membership obtained by the member and upon payment of the required membership joining fee and Club Fees.

The term “immediate family member(s)” shall include the spouse or Significant Other of the member or designee, and the unmarried children of each who are under the age of twenty-three and living in the same household as the member or designee, attending school on a full-time basis or serving on active duty in the military. The Club reserves the right to restrict access to the facilities by children during primary playing times on the golf facilities. “Significant Other” shall mean an unmarried, unrelated person living with an unmarried member on a full-time basis in the same household as a single-family unit The Significant Other may be required to submit an application and be subject to approval by the Club

The Club previously offered a single classification of Equity Membership providing use privileges only for the member or designee with any family members being subject to the Club’s guest policies. The Club may make such opportunity available on a limited basis, subject to policies adopted by the Board of Directors

EQUITY MEMBERS MAY BE SUBJECT TO OPERATING ASSESSMENTS

Equity Members may be subject to any assessments for operating deficits incurred in the operation of the Club Facilities pursuant to the terms of the Amended and Restated Bylaws of Quarry Golf Club, Inc., as may be amended from time to time (the “Bylaws”).

The payment of dues (including capital dues), fees, dining minimums (if any), membership fees, charges, state taxes, service charges and other personal charges that the Club may establish from time to time and are incurred at the Club Facilities (collectively, the “Club Fees”) is required to obtain and maintain membership privileges at the Club.

MAXIMUM NUMBER OF EQUITY MEMBERSHIPS AVAILABLE AT THE CLUB

Currently, the maximum number of outstanding dues-paying Equity Memberships is limited to three hundred fifty-five. This maximum number can change in accordance with the dictates of the Club after review of course use.

EQUITY MEMBERSHIP PRIVILEGES

The privileges of an Equity Membership are subject to this Membership Plan, as it may be amended from time to time. The Rules and Regulations, including the services provided to members and the hours of operation of the Club Facilities or any portion thereof, may be changed by the Club without notice, in its sole discretion. In order to provide for the orderly administration of the Club Facilities, the Club reserves the right, from time to time, to establish and promulgate new rules and/or modify existing rules governing the Club Facilities and the access and advance sign-up privileges with respect to the golf facilities and may modify and otherwise change the eligibility requirements, privileges, obligations and Club Fees for any category of membership. Upon approval by the Club, payment of the applicable membership joining fee and Club Fees and compliance with the Rules and Regulations established by the Club, Equity Members obtain the following use privileges:

An Equity Membership allows the use of the eighteen-hole golf course, golf practice facilities and golf clubhouse facilities, and attendance at Club-Sponsored events held at the Club Facilities on a space available basis upon payment of the applicable membership joining fee and Club Fees. Equity Members shall not be charged green fees for use of the golf facilities, but shall pay golf cart fees, cart trail fees, personal charges incurred at the Club and all other fees and charges established by the Club, as well as guest fees for any guests sponsored by the Equity Member. Equity Members may reserve golf starting times in accordance with sign-up policies determined

by the Club from time to time; provided that Equity Members will have the highest priority for reserving golf starting times Equity Members shall have priority to participate in any ClubSponsored golf tournaments and other golf and social events on a space available basis and priority for use of the lockers and golf bag storage facility on a space available basis upon payment of the applicable fees.

THE CLUB MAY ALLOW MEMBERS TO UPGRADE THEIR CATEGORY OF MEMBERSHIP

The Club may allow Associate Members to apply to upgrade his/her existing membership to an Equity Membership, subject to the terms of the Bylaws, the Membership Agreement signed by the member, the availability of an Equity Membership, the member’s satisfaction of any eligibility requirements and the payment of an additional membership joining fee to the Club. The additional membership joining fee shall be equal to the difference between the membership joining fee charged by the Club for the Equity Membership at the time the member upgrades and the actual membership joining fee previously paid to the Club by the member for his or her category of Associate Membership An Associate Member who has notified the Club that he or she desires to upgrade shall be placed on a buyers’ waiting list described below and may be required to pay all of the joining fee required for upgrade If and when the Equity Membership becomes available, the Club shall notify the person with the highest priority on the buyers’ waiting list. The person notified shall have a limited period of time, as specified in such notice, to obtain the available membership and pay the required joining fee to the Club. There is no guarantee or assurance that an Equity Membership will ever be available to an Associate Member desiring to upgrade even though all authorized Equity Memberships may not have been issued.

USE OF A QUARRY MEMBER’S MEMBERSHIP USE PRIVILEGES BY A LESSEE

The Club may allow Equity Members who own a residence in The Quarry and lease that residence in The Quarry to the same lessee for at least one month to designate such lessee of their residence as the beneficial user of their membership use privileges at the Club. This privilege is subject to the member submitting a written request to the Club requesting use privileges for his or her lessee and paying a nonrefundable lessee administrative fee and the lessee submitting an Application for Use Privileges to the Club, being approved by the Club and complying with such other rules as may be established by the Club from time to time. Review of the lessee application may include a background and/or credit check. A lessee who is designated as the beneficial user of a member’s membership use privileges shall have the same use privileges to use the facilities as the member, except lessees shall not be entitled to participate in Club tournaments and locker usage is subject to availability. Lessees shall pay preferred lessee use fees and charges as may be established by the Club from time to time. Lessees must pay all fees and charges incurred at the Club by pre-paid account (ACH) or acceptable credit card at the time such fees and charges are incurred. Equity Members are responsible for all charges incurred by their lessee that remain unpaid and for the conduct of their lessee.

During the time an Equity Member has designated a lessee of his or her residence in The Quarry to use the membership use privileges, the member shall not have any privileges to use the Club Facilities and shall be required to continue paying the dues and Club Fees associated with his or her particular membership. An Equity Membership must be acquired for each residence for which the member desires a lessee to be able to use the facilities. The Club may establish other rules relating to the use of the Club Facilities by lessees from time to time and may terminate the opportunity for members to designate a lessee as the user of his or her membership use privileges.

GUEST PRIVILEGES

Members and designees may have limited guest privileges in accordance with the Rules and Regulations and payment of applicable guest fees established by the Club. The Club, in its sole discretion, may limit, deny or revoke guest privileges of any member or designee and limit the number of times any particular individual guest may use the Club Facilities or any particular facility provided at the Club during a specific period of time and limit the number of guests a member or designee may sponsor at any particular time. The Club requires that guests be accompanied by a sponsoring member or designee when using certain facilities provided at the Club, when using the facilities during certain times of the day, when using the facilities during certain days of the week or when using the facilities during certain times of the year. The Club may charge higher guest fees for unaccompanied guests (if approved by the Club). Sponsoring members are responsible for the payment of all fees and charges unpaid by their guests and for the conduct of their guests. The Club reserves the right to terminate guest privileges at any time.

D. ELIGIBILITY FOR MEMBERSHIP PRIVILEGES

ELIGIBILITY FOR EQUITY MEMBERSHIP

PRIVILEGES

The Club is offering the opportunity to make application for an available Equity Membership to persons as determined by the Club from time to time in its sole discretion Each prospective Equity Member must submit a Membership Agreement and pay the applicable membership joining fee and the required Club Fees to the Club.

THE CLUB WILL MAINTAIN A BUYERS’ WAITING LIST OF PERSONS DESIRING A MEMBERSHIP IF MEMBERSHIPS IN THE DESIRED CATEGORY ARE NOT AVAILABLE

There is no assurance that a membership in a particular category of membership will be available at the time an applicant submits the Membership Agreement. In the event a membership is not available, then the Club shall maintain a buyers’ waiting list of eligible persons for such membership. The priorities on the buyers’ waiting list, as well as the terms and conditions for being placed on the buyers’ waiting list (which may include the payment of a reservation deposit) shall be as determined by the Club in its sole discretion.

E. MEMBERSHIP JOINING FEE

PERSONS DESIRING ANY TYPE

MEMBERSHIP SHALL PAY AN MEMBERSHIP JOINING FEE TO THE CLUB

Each person who desires to acquire an Equity Membership will be required to pay a non-refundable membership joining fee, as determined by the Club from time to time Equity Members who submitted Membership Agreements prior to May 1, 2022, were required to pay Equity Deposits and non-refundable initiation fees to acquire Equity Memberships. Associate Members shall pay non-refundable initiation fees to acquire their memberships. Membership contributions, initiation fees and Equity Deposits are collectively referred to herein as “membership joining fees.”

The membership joining fees paid to the Club may be used for any purpose determined appropriate by the Club, in its sole discretion. The amount of the membership joining fee and the manner of payment of the membership joining fee shall be established by the Club from time to time, and is further described in the member’s Membership Agreement. The Club may charge a different membership joining fee to persons who do not own a lot or residence in The Quarry. The membership joining fee required for a membership at the Club shall change from time to time in the sole discretion of the Club. The Club reserves the right

to discount or waive all or part of the required membership joining fee, in its sole discretion. Unless otherwise provided in a member’s Membership Agreement, the required membership joining fee for the desired category of membership shall be due in full at the time the Membership Agreement is submitted to the Club.

F. APPLICATION FOR MEMBERSHIP PRIVILEGES

MEMBERSHIP AGREEMENT MUST BE DELIVERED TO THE CLUB

A prospective member desiring to be considered for a membership must deliver to the Club a fully completed and signed Membership Agreement, in the form provided by the Club, and pay to the Club the required membership joining fee and all applicable Club Fees. A Membership Agreement shall not be deemed complete until all required information has been submitted to the Club. Each person submitting a Membership Agreement may be subject to a background and/or credit check and must attend an interview if requested by the Club.

REVIEW OF MEMBERSHIP AGREEMENT

The Club shall evaluate each Membership Agreement and conduct such investigation and consideration of the applicant as it deems appropriate. The Club, in its sole discretion, retains the right to accept or reject any or all applicants submitting a Membership Agreement. Such approval of a Membership Agreement may be granted or withheld in the sole discretion of the Club, provided that applicants shall be evaluated without regard to marital status, race, religion, creed, color, sex, national origin, physical disability, ancestry or status as a veteran.

In the event the Membership Agreement is acted upon favorably, the Club will so notify the applicant immediately and invite the applicant to membership. If the Membership Agreement is not acted upon favorably, the Club shall notify the applicant that he or she will not be invited to membership and shall refund any membership joining fee and Club Fees previously paid, without interest.

THE PRIVILEGES OF MEMBERS TO USE THE CLUB FACILITIES ARE GOVERNED ONLY BY THIS MEMBERSHIP PLAN

All members agree to be bound by the terms and conditions of this Membership Plan, as it may be amended from time to time, agree to fully substitute the membership privileges obtained pursuant to this Membership Plan for any present or prior rights in or to use the Club Facilities and agree to release and indemnify the Club for any and all damages and injuries caused by the member or designee and his or her immediate family members and guests as further set forth in the Rules and Regulations

MEMBERSHIP PRIVILEGES MAY NOT BE USED AS COLLATERAL

Memberships and any amount to possibly be refunded to such a member by the Club may not be pledged or hypothecated and otherwise used as collateral or any other security for a loan from a third-party lender (this section does not apply to the Club)

G. TRANSFER OF MEMBERSHIPS

TRANSFER OF MEMBERSHIPS ONLY TO THE CLUB

Members may not sell, transfer or otherwise assign their membership privileges except to the Club. Any attempted sale, transfer or assignment of a membership, either voluntarily, involuntarily or by operation

of law, which is not in accordance with this Membership Plan or the member’s Membership Agreement shall be null and void and shall have no force and effect and shall not confer any membership rights or other privileges upon any such purchaser, transferee or assignee.

RESIGNATION OF MEMBERSHIPS

Members who desire to resign their membership privileges must be current in the payment of all amounts owed to the Club (“in good standing”) at the time of notification of resignation and through consummation of the transfer. Members must give the Club at least sixty days’ prior written notice of their intention to resign membership privileges The resignation of membership privileges must be on a form provided by the Club, which may be obtained from the Membership Office, and such written resignation should be submitted to the Membership Office. The resignation of membership privileges will become effective (i) upon expiration of the sixty-day notice period, or (ii) once the member is current on all payments of the membership joining fee and all Club Fees. Once a resignation has been accepted by the Club, it may not be revoked or rescinded without prior approval of the Club, in its sole discretion, and shall be subject to such terms and conditions for reinstatement as may be required by the Club, including, but not limited to, the payment of a reactivation fee and dues for the period between resignation and reactivation

THE CLUB SHALL MAINTAIN A RESIGNED MEMBERSHIP LIST FOR RESIGNED EQUITY MEMBERSHIPS

Once the resignation of an Equity Membership is effective, the resigned membership shall be placed on the resigned membership list in the order of resignation on a first-come, first-served basis. In the event the resignation of membership privileges for two or more Equity Members is effective on the same date, then the Equity Member who has been an Equity Member the longest period of time shall have priority over the other Equity Membership(s) submitted the same date and shall be placed on the resigned membership list ahead of such other Equity Membership(s). In order to be placed on the resigned membership list and remain on such resigned membership list, the resignation of membership privileges must be effective and the resigned Equity Member must be current on all payments of the membership joining fee and Club Fees and continue to pay all payments of the membership joining fee and Club Fees as they become due. For Equity Memberships with no refundability, the Club shall take the position on the resigned membership list for such resigned Equity Membership and the Club shall be entitled to all of the proceeds from the reissuance of such Equity Membership.

A resigned Equity Membership shall be reissued by the Club at the time the membership has rotated to the top of the resigned membership list as described below.

EQUITY MEMBERS MAY REQUEST THAT THE CLUB REISSUE EQUITY MEMBERSHIP TO THE SUBSEQUENT PURCHASER OF THEIR RESIDENCE

As an exception to the rules described above for the reissuance of resigned Equity Memberships and notwithstanding any buyers’ waiting list, , Equity Members who are in good standing have the opportunity prior to the closing of the sale of their residence to request that the Club reissue an Equity Membership to the purchaser of their residence. In the case of Equity Members entitled to a refund of all or a portion of an Equity Deposit, the Equity Membership reissued would be the Equity Membership of the selling member. In order for the subsequent purchaser of the residence to be eligible to apply for the Equity Member’s Equity Membership, the Equity Member must be in good standing and current on all payments of the initiation fee and all Club Fees at the time the subsequent purchaser submits a Membership Agreement. In order to apply for the Equity Member’s Equity Membership, the purchaser of the residence must submit a Membership Agreement, submit to a comprehensive background and credit

check, be interviewed by the Club, and pay to the Club the applicable membership joining fee and Club Fees. Although the Club shall evaluate the purchaser on the same basis as any other applicant for membership, there is no guarantee or assurance that the Membership Agreement submitted by the purchaser of a member’s residence will be accepted and approved

MEMBERSHIP JOINING FEES PAID BY MEMBERS ARE NOT REFUNDABLE

Membership joining fees are not refundable except for Equity Deposits previously paid by Equity Members prior to May 1, 2022

PAYMENT OF CLUB FEES BY RESIGNED MEMBERS

Equity Members who have resigned their membership privileges shall continue to be responsible for Club Fees associated with their resigned membership until the earlier of the following: (i) reissuance of the Equity Membership by the Club; or (i) twelve months from the date their resignation became effective. In the case of a resignation due to the death of an Equity Member, the obligation to pay future Club Fees will terminate upon the death of the Equity Member. The resigned Equity Member shall be permitted to use the applicable facilities during this period as long as such Club Fees continue to be paid.

Any member, other than an Equity Member, shall continue to be responsible for Club Fees associated with their resigned membership until the effective date of the resignation of such membership based on the date the resignation form returned to the Club. The resigned member shall continue to have privileges to use the facilities until the effective date of the resignation.

TREATMENT OF CLUB FEES PAID IN ADVANCE FOR A MEMBERSHIP

Club Fees, including dues, paid by a member are non-refundable. Notwithstanding the foregoing, (i) the Club shall refund to a resigned Equity Member, on a prorated basis, any unused Club Fees (excluding any membership joining fees) paid in advance after the resigned Equity Membership is reissued by the Club to a new member based on the number of days remaining for which such fees have been paid in advance; and (ii) upon the death of a member whose membership is not transferred to a surviving spouse or Significant Other, the Club shall refund any unused Club Fees (excluding any membership joining fees) based on the number of days remaining for which such fees have been paid in advance.

TRANSFER OF MEMBERSHIP UPON THE DEATH OF A MEMBER

Upon the death of a member, the membership shall be transferred to the member’s surviving spouse or Significant Other, if any, without the payment of any additional membership joining fee or other fee; provided that, if the Significant Other is not entitled to the membership in accordance with the member’s testamentary documentation and court proceedings require the refund of the deceased member’s Equity Deposit to be paid to the estate of the member or others, then the Significant Other shall be required to pay the amount of the Equity Deposit in order to acquire the membership. If such deceased member is not survived by a spouse or Significant Other or the surviving spouse or Significant Other does not desire to continue with the membership, then the membership of the deceased member (i) may be transferred to an adult child of the member, provided the adult child is approved for membership and pays the required membership joining fee to acquire the membership, or (ii) shall be resigned If the membership is resigned and the deceased Equity Member previously paid a refundable Equity Deposit, then the Equity Membership of the deceased member shall be resigned and placed on the resignation list and reissued by the Club on the same basis as any other resigned Equity Membership with any refund of the Equity Deposit being paid to the estate of the deceased member The Club reserves the right, in its sole discretion, to establish such other rules as may be necessary in connection with the transfer of a

membership upon the death of a member and may require the execution of such forms as may be deemed necessary by the Club from time to time.

LEGAL SEPARATION OR DIVORCE OF A MARRIED MEMBER

In the event a married member is legally separated or divorced, the membership shall vest in the person who is designated as the applicant or member in the Membership Agreement, unless otherwise agreed and set forth in a written separation agreement or final divorce decree. The legally separated spouse or former spouse, as the case may be, who does not continue with the membership shall no longer have any use privileges at the Club by virtue of such membership.

Written notice must be given to the Club designating the person who is entitled to continue with the privileges of membership immediately after the divorce or legal separation is declared final. Until written notice has been provided to the Club, each individual shall be jointly and severally responsible for the payment of all Club Fees associated with such membership. The Club will not be involved in any dispute and reserves the right to suspend all membership privileges in the event of disagreement over which spouse retains the membership privileges. The Club shall not pay any Equity Deposit refund upon the transfer of an Equity Membership to a spouse as a result of the legal separation or divorce of a member and the opportunity to be repaid the Equity Deposit as further described herein shall be transferred to the spouse that continues with the Equity Membership. The Club reserves the right, in its sole discretion, to establish such other rules as may be necessary in connection with the transfer of a membership upon the divorce or legal separation of a member and may require the execution of such forms as may be deemed necessary by the Club from time to time.

EQUITY DEPOSIT REFUNDS

Upon reissuance of an Equity Member’s Equity Membership by the Club, the resigning Equity Member shall be entitled to receive a refund of the Equity Deposit equal to the amount of any Equity Deposit paid by the resigned Equity Member. The Club is not obligated to reissue a resigned Equity Membership under any circumstances other than upon reissuance as described in this Membership Plan. However, the Club may repay an Equity Member’s Equity Deposit or any portion thereof on terms and conditions mutually agreeable by the Equity Member and the Club, in its discretion; provided that in no event shall such repayment create any binding precedent for the Club. The Club may deduct from the refund owed to an Equity Member any amounts owed by the Equity Member to the Club. An Equity Member has no right to a refund of his or her Equity Deposit and there is no obligation for the Equity Club to refund any of the Equity Deposit except as provided in this Membership Plan, which may be amended by the Board from time to time.

EXPULSION OF EQUITY MEMBERSHIP

If membership is expelled in accordance with the Bylaws, such expelled membership shall be placed on the appropriate resigned membership list on the same basis as a resigned Equity Membership in the same category of membership. However, notwithstanding anything contained in this Membership Plan or in the Equity Member’s Membership Agreement, an Equity Member who has been expelled by the Club shall not be entitled to be paid the amount of his or her Equity Deposit previously paid to the Club for his or her expelled Equity Membership upon the subsequent reissuance of such expelled Equity Membership by the Club to a successor Equity Member as described above.

H. DUES, FEES AND CHARGES

THE MEMBERSHIP YEAR OF THE CLUB IS JANUARY 1 TO DECEMBER 31

The Club’s membership year will constitute the twelve-month period commencing January 1st and ending December 31st, unless otherwise established by the Club.

CLUB FEES WILL BE ESTABLISHED BY THE CLUB

The Club will establish the Club Fees to be paid by each Equity Member and Associate Member at the Club from time to time. The amount of Club Fees payable by each member will depend upon the category of membership selected The payment of dues by Equity Members allows use of the golf practice facilities without additional charge. The Club Fees are subject to change from time to time in the sole discretion of the Club and any increase in dues or other fees (even if such increase results in an operating surplus or a lesser operating deficit) shall not be deemed an operating assessment. The Club reserves the right to establish a dining minimum at any time for any or all of the Equity Members and Associate Members

The obligation to pay Club Fees is not dependent on the availability of all the facilities or the frequency of use. Repair and maintenance of the facilities and/or other occurrences may make it necessary for the Club to change hours of use or restrict the use of the Club Facilities or to close certain facilities temporarily. The Club will not reduce or suspend Club Fees during the time when the Club Facilities, in whole or in part, are not available, or upon the absence from use of the facilities by a member. The Club, in its sole and absolute discretion, may waive a portion of the Club Fees for an Equity Member for a limited period of time due to a disability of the member provided that in no event shall the level of the reduced Club Fees be less than those of a Social Member. Any waiver granted shall not create a precedent for similar or future situations.

DUES SHALL BE PAYABLE IN ADVANCE

Dues shall be billed in advance and shall be due before the first day of each membership year, unless otherwise established by the Club. Equity Memberships and Associate Memberships obtained during a membership year shall pay prorated dues in accordance with the proration policy established by the Club.

CLUB CHARGING PRIVILEGES AND BILLING PROCEDURE FOR EQUITY MEMBERS AND ASSOCIATE MEMBERS

Members shall have club charging privileges upon approval of the Club. Monthly statements reflecting all activity including all Club Fees incurred by members and all payments received by the Club from members will be closed on the last day of each month and will normally be provided to members within five days. All statements are due and payable upon receipt and in no event later than the thirty days from the date of the statement (the “Statement Due Date”). A late charge and/or interest will be added to all outstanding balances in accordance with the Rules and Regulations if the statement is not paid in full by the Statement Due Date In addition, the Club reserves the right to place any member whose account is not paid in full by the Statement Due Date on a credit card-only basis for any or all services and merchandise otherwise provided for credit at any time and to impose other disciplinary action, including the suspension and/or termination of membership privileges. The Club may require that all Club Fees be paid through a charge account service with a bank or other financial institution. The Club shall also be entitled to collect from the member any and all costs and expenses incurred by the Club in attempting to collect any amount(s) owed to the Club, including attorneys’ fees and court costs, regardless of whether legal action is filed.

EQUITY MEMBERS ARE SUBJECT TO CAPITAL ASSESSMENTS

Equity Members at the Club are subject to assessments for capital improvements to the Club Facilities provided that such assessments are approved in accordance with the Bylaws Any assessment approved in accordance with this section shall be paid at such time and in such manner as the Club may determine as further described in the notice of any proposed assessment.

Honorary Members and Associate Members are not subject to assessments for capital improvements to the Club Facilities. Equity Members are subject to operating assessments if deemed necessary by the Club’s Board of Directors to cover operating deficits.

SUSPENSION AND TERMINATION OF MEMBERSHIP PRIVILEGES FOR NON-PAYMENT OF MEMBERSHIP JOINING FEE AND/OR CLUB FEES AND VIOLATION OF THE RULES AND REGULATIONS

The failure of any member to timely pay Club Fees by the Statement Due Date, the failure to pay all amounts of the membership joining fee when due and the violation of the terms of the Membership Plan shall constitute grounds for disciplinary action deemed appropriate by the Club, including but not limited to, the suspension and/or termination of membership privileges by the Club. Subject to certain notice requirements and the opportunity to pay the outstanding balance, if a member fails to pay their required membership joining fee or Club Fees associated with the membership, then the Club shall have a progressive discipline policy, including the suspension and/or termination of membership privileges. No member shall on account of any restriction, suspension or termination of membership privileges be entitled to be refunded any portion of the membership joining fee (including any Equity Deposit) or Club Fees previously paid to the Club. During the suspension, Club Fees must continue to be paid as and when due and, in all events, must be paid in full prior to reinstatement as a member in good standing. In the event a membership is terminated, then such terminated member will no longer have any membership privileges to use the facilities.

RESPONSIBILITY FOR MEMBERSHIP AT THE CLUB

Each member and designee shall be responsible for his or her conduct and the conduct of his or her immediate family members and guests when using the Club Facilities and shall be directly and fully responsible to the Club for all damages and injuries caused by and for all charges incurred by the member or designee and his or her immediate family members and guests.

MEMBERS, DESIGNEES, IMMEDIATE FAMILY MEMBERS AND GUESTS SHALL USE THE GOLF FACILITIES AND ALL OTHER FACILITIES PROVIDED AT THE CLUB AT THEIR OWN RISK. The game of golf can be a dangerous activity and injuries may result from using the golf facilities and riding in a golf cart, from using the other facilities provided at the Club, from adverse weather conditions, including lightning, and from participating in events and other activities held by the Club from time to time either on or off the Club Facilities. Every member and designee are responsible for any property damage and/or personal injury occurring at the Club Facilities that are caused by the member or designee and his or her immediate family members and guests and the Club shall not be responsible or liable for any property damage and/or personal injury occurring at the Club Facilities, including but not limited to, those resulting from the actions of others.

MEMBERS AND DESIGNEES ACKNOWLEDGE AND UNDERSTAND THAT USE OF THE CLUB FACILITIES INVOLVES CERTAIN RISKS, INCLUDING, WITHOUT LIMITATION, THE RISK OF OPERATING A GOLF CART, BEING STRUCK BY GOLF BALLS AND GOLF

CLUBS AND OTHER OBJECTS UTILIZED OR LOCATED AT A GOLF AND COUNTRY CLUB FACILITY, ADVERSE WEATHER CONDITIONS INCLUDING LIGHTNING, AND OTHER ACTIVITIES INCIDENTAL TO USE OF THE SUCH FACILITIES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH MEMBER AND DESIGNEE ASSUMES ALL SUCH RISKS FOR THE MEMBER OR DESIGNEE AND HIS OR HER IMMEDIATE FAMILY MEMBERS AND GUESTS AND HEREBY FURTHER WAIVE AND RELEASE FOR SUCH MEMBER OR DESIGNEE AND HIS OR HER IMMEDIATE FAMILY MEMBERS AND GUESTS, ANY CLAIMS OR CAUSES OF ACTION WHICH HE, SHE OR THEY MAY HAVE AGAINST THE CLUB, ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS AND ASSIGNS OR THE DIRECTORS, OFFICERS, SHAREHOLDERS, PARTNERS, MANAGERS, MEMBERS, EMPLOYEES, AFFILIATES, REPRESENTATIVES, AGENTS, HEIRS AND THE FAMILY MEMBERS OF EACH OF THEM (COLLECTIVELY, THE “RELEASED PARTIES”), ARISING OUT OF PERSONAL INJURIES OR PROPERTY DAMAGE WHICH HE, SHE OR THEY MAY SUSTAIN AS A RESULT OF USING THE CLUB FACILITIES OR AT ANY EVENT OR ACTIVITY HELD BY THE CLUB EITHER ON OR OFF THE CLUB FACILITIES, SUCH WAIVER SPECIFICALLY INCLUDES, WITHOUT LIMITATION, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR IN CONNECTION WITH ANY ACT OR OMISSION, WHETHER DUE TO NEGLIGENCE OR OTHERWISE, OF THE RELEASED PARTIES.

I. CLUB OPERATIONS

MANAGEMENT AND CONTROL OF THE CLUB FACILITIES AND OPERATION OF THE CLUB

The Club shall have the right to delegate, transfer or otherwise assign any or all of its rights and responsibilities for the management and operation of the Club Facilities to such persons and on such terms and conditions as the Club may determine appropriate from time to time, and the Club may retain a professional management firm to manage and operate the day-to-day affairs of the Club Facilities. The Club is responsible for the operation of the Club Facilities and has the exclusive authority to accept members, establish membership joining fees and Club Fees, establish rules and regulations and all policies relating to the Club Facilities and the use thereof and control the management and affairs of the Club Facilities.

The Rules and Regulations, including the level of services provided to members and the hours of operation of the Club Facilities or any portion thereof, may be changed by the Club at any time, without notice.

Members are not required and are not permitted to become involved in the management and operation of the Club or the Club Facilities. Members have no voting privileges, except as may be expressly provided in the Bylaws

J. OTHER MEMBERSHIPS AND USE PRIVILEGES

USE OF THE CLUB FACILITIES BY NON-MEMBER USERS AND OTHER CLUB GUESTS

The Club will allow use of the Club Facilities (except any areas that may be designated as member-only by the Club from time to time) by non-member users and other Club guests from time to time upon payment of the required use fees and compliance with the rules established by the Club. Honorary Members and Associate Members shall have no voting rights in the Club. The Club may also reserve or limit certain golf starting times, as well as create reservation and golf reservation limitations which apply to these non-member users from time to time.

HONORARY MEMBERSHIPS

The Club purchased the Club Facilities subject to Honorary Memberships of the previous owner The Club may continue these memberships for some time or in perpetuity. These memberships are in addition to all other memberships to be issued at the Club and permit the use of all of the Club Facilities. Honorary Members shall have the same use privileges to use the Club Facilities as Equity Members. Honorary Memberships do not require the payment of any initiation fee, dues, dining minimums or other clubhouse minimums, assessments or green fees, but the Honorary Member shall be required to pay his or her personal charges incurred at the Club Facilities (i.e., golf cart fees, merchandise, food and beverage purchases, etc.). Honorary Memberships are permanent memberships and are transferable only as provided in this Section. Honorary Memberships may be transferred by the member one time to any family member either during the life of the Honorary Member or upon his or her death, without approval of the Club and without the payment of any fee or other charge. Additional privileges may be granted to Honorary Members as may be described in the correspondence to an Honorary Member at the time such membership is issued by the Club. The rights, privileges and fees of Honorary Memberships as described herein may not be changed, modified or otherwise terminated by the Club, unless otherwise provided in an agreement between the Honorary Member and the Club

ASSOCIATE MEMBERSHIPS

The Club may offer Associate Memberships including, but are not limited to, Annual Golf Memberships, Club Memberships, Social Memberships, Social and Summer Golf Memberships, Social Memberships, Dining Memberships and Equity Waiting List Memberships. A person or entity that obtains an Associate Membership is sometimes hereinafter referred to as an “Associate Member” and collectively as “Associate Members.” The Club may offer other classifications of Associate Memberships in its sole discretion. The privileges of Associate Memberships will be established by the Club from time to time and will be described in the Membership Agreement for Associate Membership. Associate Memberships may be recalled by the Club at any time or may expire at a predetermined date, in the sole discretion of the Club.

Annual Golf Membership Privileges. An Annual Golf Membership allows the use of the golf clubhouse facilities and use of the eighteen-hole golf course and golf practice facilities, such use to be restricted and in accordance with the rule and regulations to be promulgated by the Club. Thereafter, the Club may elect to terminate Annual Golf Memberships in the future and will revisit whether to terminate this membership each year thereafter.

Club Membership Privileges Upon payment of the applicable initiation fee and Club Fees, Club Membership allows the use of the golf clubhouse facilities and limited use of the eighteenhole golf course and golf practice facilities as described herein, and attendance at designated Club-sponsored events held at the Club Facilities on a space available basis (i.e., Equity Members shall have priority for participation in events). Club Membership permits the use of a total of twelve (12) golf starting times during the six-month period commencing November 1st and ending on April 30th (“Season”). During the six-month period commencing May 1st and ending on October 31st (“Off-Season”), there is no restriction on the number of golf starting times a Club Member may obtain to use the eighteen-hole golf course. During Season, the member or designee of a Club Member and his or her immediate family members may only use the golf practice facilities immediately before or after playing a round of golf or in connection with a scheduled golf lesson. During the Off-Season, there is no such restriction on the use of the golf practice facilities by the member or designee and his or her immediate family members. Club Members shall pay a preferred member green fee and applicable golf cart fees for use of the golf facilities and shall pay personal charges incurred at the Club and all other fees and charges

established by the Club, as well as guest fees for any guests sponsored by the Club Member. Club Members shall have a lesser advance sign-up privilege to reserve golf starting times than Equity Members as may be established by the Club from time to time (which may be changed in the Club’s sole discretion). Club Members are not permitted to participate in Men’s or Women’s Golf Association play unless otherwise determined by the Club. Club Members shall have the opportunity to participate in designated Club-sponsored events (including tournaments, other golf and social events, etc.) and use the lockers and golf bag storage facility on a space available basis upon payment of the applicable fees after priority is given to Equity Members.

Social and Summer Golf Membership Privileges Upon payment of the applicable initiation fee and Club Fees, Social and Summer Golf Membership allows the use of the golf clubhouse facilities and limited use of the eighteen-hole golf course and golf practice facilities as described herein, and attendance at designated Club-sponsored events held at the Club Facilities on a space available basis (i.e., Equity Members shall have priority for participation in events) Social and Summer Golf Membership does not allow for privileges to use the eighteen-hole golf course or golf practice facilities during Season. During the Off-Season, there is no restriction on the number of golf starting times a Social and Summer Golf Member may obtain to use the eighteen-hole golf course. During the Off-Season, there is no such restriction on the use of the golf practice facilities by the member or designee and his or her immediate family members. Social and Summer Golf Member Members shall not be required to pay a green fee, but shall pay applicable golf cart fees for use of the golf facilities and shall pay personal charges incurred at the Club and all other fees and charges established by the Club, as well as guest fees for any guests sponsored by the Social and Summer Golf Member. Social and Summer Golf Members shall have a lesser advance sign-up privilege to reserve golf starting times than Equity Members as may be established by the Club from time to time (which may be changed in the Club’s sole discretion). Social and Summer Golf Members are not permitted to participate in Men’s or Women’s Golf Association play unless otherwise determined by the Club. Social and Summer Golf Members shall have the opportunity to participate in designated Club-sponsored events (including tournaments, other golf and social events, etc.) and use the lockers and golf bag storage facility on a space available basis upon payment of the applicable fees after priority is given to Equity Members.

Social Membership Privileges. Upon payment of the applicable initiation fee and Club Fees, a Social Membership allows the use of the golf clubhouse facilities and attendance at designated Club-sponsored social events held at the Club Facilities on a space available basis based on the applicable priorities for membership (i.e., Equity Members shall have priority for participation in events). Social Members do not have access to the eighteen-hole golf course or golf practice facilities. Social Members shall pay personal charges incurred at the Club and all other fees and charges established by the Club, as well as guest fees for any guests sponsored by the Social Member. Social Members shall have the opportunity to participate in designated Club-sponsored events, excluding golf tournaments unless playing as the guest of an Equity Member if permitted by the Club.

Dining Membership Privileges Upon payment of the applicable initiation fee and Club Fees, a Dining Membership allows the use of the golf clubhouse facilities, excluding attendance at Clubsponsored social events Dining Members do not have access to the eighteen-hole golf course or golf practice facilities. Dining Members shall pay personal charges incurred at the Club and all other fees and charges established by the Club, as well as guest fees for any guests sponsored by the Dining Member.

Equity Waiting List Membership Privileges. Upon payment of the applicable initiation fee and Club Fees, including a capital fee, an Equity Waiting List Membership allows the use of the golf clubhouse facilities and limited use of the eighteen-hole golf course and golf practice facilities as described herein, and attendance at designated Club-sponsored events held at the Club Facilities on a space available basis (i.e., Equity Members shall have priority for participation in events) Equity Waiting List Membership permits the use of four rounds of golf per month during Season, subject to availability with Equity Members having priority for golf sign-up Additional rounds may be reserved during Season beginning at 7:00 a.m. on the day of play and upon paying the posted member guest fee for golf. During the Off-Season, there is no restriction on the number of golf starting times an Equity Waiting List Member may obtain to use the eighteen-hole golf course. The member or designee of an Equity Waiting List Member and his or her immediate family members may have unlimited use of the golf practice facilities year-round Equity Waiting List Members shall not pay a green fee for four rounds per month during Season, but shall pay applicable golf cart fees for use of the golf facilities and shall pay personal charges incurred at the Club and all other fees and charges established by the Club, as well as guest fees for any guests sponsored by the Equity Waiting List Member. Equity Waiting List Members shall have a lesser advance sign-up privilege to reserve golf starting times than Equity Members as may be established by the Club from time to time (which may be changed in the Club’s sole discretion). Equity Waiting List Members are not permitted to participate in Club-sponsored golf events from October 1st through April 30th as a member or as a guest, unless otherwise determined by the Club. Equity Waiting List Members shall have the opportunity to participate in designated Clubsponsored events (including tournaments, other golf and social events, etc.) and use the lockers and golf bag storage facility on a space available basis upon payment of the applicable fees after priority is given to Equity Members.

ACKNOWLEDGEMENT OF ASSOCIATE MEMBERSHIP PRIVILEGES

The Club Facilities are owned and operated by the Club. Associate Membership at the Club is nonequity, non-proprietary and non-participatory. Associate Membership does not imply any right or privilege to participate in or to administer business policies of the operation or maintenance of the Club Facilities and is not an investment in the Club or the Club Facilities and does not create any equity, ownership or proprietary interest or any prescriptive easement or other property interest of any nature in the Club, the Club Facilities or any other asset of the Club. Associate Membership at the Club allows the member to use the Club Facilities, but does not grant to the member a vested or prescriptive right or easement to use the Club Facilities. Associate Members do not have any interest in the income of the Club and do not have the right to receive any of the Club’s assets if the Club is dissolved. Associate Members only obtain a non-exclusive revocable license to use the Club Facilities in accordance with the terms of this Membership Plan, as it may be amended from time to time

USE OF OTHER CLUB FACILITIES

The Club reserves the right to enter into reciprocal use arrangements with other clubs and facilities which would allow members at the Club to use the facilities at such other clubs and facilities and/or the members at such other clubs and facilities to use the facilities provided at the Club The terms of such use and the fees to be paid for the reciprocal use privileges will be established by the Club from time to time. The reciprocal use privileges may be terminated at any time in the sole discretion of the Club.

K. MODIFICATION OF MEMBERSHIP PLAN

The Club, through its Board of Directors, reserves the right to amend and modify this Membership Plan in any manner it deems appropriate, in the sole discretion of the Club All members agree to be bound by

any changes to this Membership Plan. The Club further reserves the right to waive any conditions of this Membership Plan from time to time and any such waiver shall not create a precedent for similar or future circumstances