The Club at Bella Collina - Membership Plan (5 of 6)

MEMBERSHIP AGREEMENT

Application procedure

Each person who desires to become a Member must mail or deliver to the Membership Director a fully completed and signed Membership Agreement along with a check for the required Membership Deposit not later than five (5) days prior to the closing on the purchase of a homesite or residence in the Community.

Review of membership agreement

All applicants desiring a Membership must be approved by the Company, except as set forth herein. The Company may require an interview with the Membership Director, and/or other designees of the Club. After receiving the Membership Agreement, the Company will determine whether the applicant has satisfied the relevant conditions of Membership. In the event the Membership Agreement is not acted upon favorably, the applicant will receive a refund of any amount previously paid, without interest. Provisions for application and approval of Membership do not apply to owners of residences and homesites in Bella Collina who acquire Sports Memberships, unless otherwise determined by the Company.

Rights governed by membership plan

Each Member of the Club agrees to be bound by the terms and conditions of their respective Membership Agreement, this Membership Plan and the Rules and Regulations of the Club, as amended from time to time. Each Member irrevocably agrees that the Membership privileges and benefits provided for in this Membership Plan supersede any and all Membership privileges and benefits with respect to the Club or any Club Facilities that such Member may have previously acquired in any manner whatsoever.

OTHER MEMBERSHIPS AND USE PRIVILEGES

Invitational memberships

In order to introduce the Club to prospective Members, the Company may, in its sole discretion, offer Invitational Memberships on an annual or other basis. Invitational Members will be entitled to use the Club Facilities on such terms and conditions as determined by the Company from time to time. Invitational Memberships will not be available to persons who own a residence or homesite in the Community, except the Company may offer Invitational Memberships to multiple owners of a property in the Community (as more particularly described in the “Multiple Owners of Property” section of this Membership Plan) who are not classified as the designated user of a Membership in the Community. The total number of Invitational Memberships permitted to be issued will be limited to the difference between the maximum number of Memberships that can be issued in that category and the number of outstanding Memberships in Good Standing in that category. Invitational Memberships may be recalled on a last issued, first recalled basis to reduce the number of Memberships in the category to the maximum number of Memberships permitted in that category. The Company may offer recallable Invitational Memberships on such basis as it determines, including charging a non-refundable initiation fee, or a membership deposit refundable on such basis as determined by the Company.

Company memberships

The Company may issue up to ten (10) Company Memberships in the Club to such persons as the Company determines appropriate from time to time. Company Memberships will be available on such terms and conditions as the Company determines appropriate and will not count toward any Membership limit. Company Members will not be required to pay Membership Deposits. Company Members may have the same privileges as Golf Members, but will not pay dues, unless the Club is converted into an Equity Club, but will pay for goods and services purchased at the Club.

Honorary memberships

The Company may issue up to ten (10) Honorary Memberships in the Club to such persons as the Company determines appropriate from time to time. These Honorary Memberships will be in addition to all other Memberships and will be available on such terms and conditions and afford such privileges as the Company determines.

Memberships for private residence club

Residences in the Community may be developed as a Private Residence Club, which may include residences in other residential communities or may be part of a system that includes residences in other residential communities. An owner of a Membership in the Private Residence Club may acquire a Membership, with such privileges, terms and conditions as determined by the Company. In order to accommodate possible different structures, the Company reserves the right to tailor the Membership to the specific structure and modify this provision for the particular project. Memberships for owners in a Private Residence Club will be in addition to other Memberships permitted to be issued in this Membership Plan. Any such Membership may not be changed by the Equity Club after any equity conversion except with the consent of the holders of such Memberships.

Reciprocal privileges

The Company may, in its sole discretion, enter into reciprocal use privileges and access agreements with other clubs, as the Company determines appropriate from time to time. The Company and/or owners of the other clubs may charge Members of the Club such additional Membership deposit, dues, fees or charges for use of the facilities of the other clubs and/or charge members of the other clubs such Membership deposit, dues, fees or charges for use of the Club Facilities, as they determine from time to time. The Company shall give the members of the other clubs such privileges as it determines from time to time, and the owners of the other clubs shall give Members of the Club such privileges as such owners of other clubs determine from time to time. Reciprocal or access agreements, if any, shall survive any equity conversion.

Promotional use and tournament or group play

The Company will have the right to designate other persons who will not count toward Membership limits, including, without limitation, officers, directors, partners, shareholders, employees and designees of the Company and its affiliates and their guests to use the Club Facilities upon such terms and conditions as may be determined from time to time by the Company. The Company will also have the right to permit prospective Members and purchasers of residences or homesites in the Community to use the Club Facilities on such terms and conditions as may be determined from time to time by the Company. The Company reserves the right, in its sole and absolute discretion, to restrict or to otherwise reserve in advance the Club Facilities for maintenance, tournament or group play, outings and other special events from time to time.

CLUB OPERATIONS

Management and operation

The Company owns the Club Facilities and will operate the Club Facilities. As a result, the Company is solely responsible for the government and administration of the Club Facilities and the Company and 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. In the event of conversion of the Club to an Equity Club in accordance with the “Conversion to Equity Club” section of this Membership Plan, the management and operation of the Equity Club shall be governed by the Equity Membership Plan described in such section.

Advisory committee

The Company will establish an Advisory Committee comprised of Members whose purpose includes fostering good relations between the Members and Management of the Club, providing the Club 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 Advisory Committee on a periodic basis to discuss the operation of the Club Facilities. The Advisory Committee shall have no duty or power to negotiate or otherwise act on behalf of the Company or 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.

Other club committees

The Company may establish Golf Committees, Tennis Committees (if applicable), a Social Committee and other appropriate committees. All of the Members of these committees, including the chairperson, will be appointed by the Company for specific terms as determined by the Company from time to time. The management of the Club will meet with these committees on a regular basis to discuss Member programs and events at the Club. Each of the committees will act only in an advisory capacity and will not have any duty or authority to act on behalf of the Members, the Company or the Club.