In addition to outstanding facilities, membership in the Club offers a number of attractive benefits, including:

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1 T H E T U C K E R ' S P O I N T G O L F, B E A C H & T E N N I S C L U B M E M B E R S H I P P L A N

2 M E M B E R S H I P O P P O R T U N I T Y M E M B E R S H I P P L A N O V E R V I E W This Membership Plan describes the membership opportunities at The Tucker's Point Golf, Beach & Tennis Club. The Club features exceptional golf, beach, swimming, tennis and social facilities located in the Tucker's Point Club residential community. M E M B E R S H I P C A T E G O R I E S A N D P R I V I L E G E S The Club is currently offering three primary categories of membership: Founder Membership, Non-Refundable Founder Membership ( Founder Membership (NR) ) and Social Membership. The Club will also offer Tucker's Point Residence Club, Corporate, International and Junior Memberships, as well as other memberships referred to in the "Other Memberships and Use Privileges" section of this Membership Plan. The Club previously issued Charter Memberships. The privileges associated with each category of membership in the Club are more fully described in this Membership Plan. S P E C I A L M E M B E R S H I P B E N E F I T S In addition to outstanding facilities, membership in the Club offers a number of attractive benefits, including: Refundable Membership Deposit. 100% of the membership deposit paid for a membership is refundable upon resignation and the reissuance of the membership to a new member. Transferability of Memberships. Founder Memberships and Social Memberships are transferable through the Club to the subsequent purchaser of a member's residence or homesite in the Tucker's Point Club community. No Assessments. Members are not subject to either operating or capital assessments. Family Privileges. The member's spouse and unmarried children under the age of 23 who are living at home or attending school on a full-time basis can enjoy the same membership privileges as the member. Preferred Pricing. Members are entitled to preferred pricing on selected items, to be determined by the Club from time to time. Legacy Transfer. Members can request the transfer of their membership through the Club to their adult child, as provided for in this Membership Plan. Lessee Privileges. Lessees of a Founder Member's or Founder Member (NR) s residence in the Tucker's Point Club community can enjoy membership privileges in the Club, as provided for in this Membership Plan. Inheritability. Upon death of a member, the membership can be transferred to his or her spouse or in certain cases, an adult child, as provided for in this Membership Plan. i

3 Resigned Memberships Reissued Prior to Membership Sell-Out. Resigned members who hold a refundable membership, do not have to wait until all new memberships in the Club have been issued before they are entitled to a refund, as provided for in this Membership Plan. Club Newsletter. Members will receive a regular newsletter containing information about events and activities at the Club and other items of interest. A V A I L A B I L I T Y O F M E M B E R S H I P S I S L I M I T E D Memberships are limited in number. This limitation is important to ensure our members' enjoyment of the Club's outstanding facilities. C A R E F U L L Y R E V I E W A L L M E M B E R S H I P D O C U M E N T S Every person who desires to obtain a membership, or owns or purchases a residence or homesite within the Tucker's Point Club residential community should carefully read this Membership Plan and all of the referenced documents and should seek professional advice to evaluate these documents. R E L Y O N L Y O N I N F O R M A T I O N I N T H I S M E M B E R S H I P P L A N 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 AGREEMENTS WITH OTHER PRINTED MATERIALS, THE MEMBERSHIP PLAN, RULES AND REGULATIONS AND MEMBERSHIP AGREEMENT SHALL GOVERN. M E M B E R S H I P S A T T H E C L U B A R E O F F E R E D O N L Y F O R R E C R E A T I O N A L P U R P O S E S 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 GOVERNMENTAL AUTHORITY HAS PASSED UPON OR ENDORSED THE MERITS OF THIS MEMBERSHIP PLAN. ii

4 A P P L I C A T I O N P R O C E D U R E Membership is by invitation only. All prospective members are required to submit a Prospective Member Information Statement and must be invited for membership. A prospective member who is invited and approved for membership in the Club must mail or deliver to the Membership Office a fully completed and signed Membership Agreement, along with a check for the required membership deposit or initiation fee, as the case may be. M E M B E R S H I P O F F I C E A V A I L A B L E T O A N S W E R Q U E S T I O N S All inquiries regarding membership in the Club or this Membership Plan and referenced documents should be directed to the Membership Office at The Tucker's Point Golf, Beach & Tennis Club. You may also visit our website at iii

5 TA B L E O F C O N T E N T S CLUB MEMBERSHIP AND FACILITIES...1 Membership Features...1 Club Facilities...1 Resort Facilities...1 Additional Club Facilities...1 Ownership and Operation of the Club Facilities...1 MEMBERSHIP CATEGORIES AND PRIVILEGES...2 Categories of Membership...2 Description of Membership Privileges...2 Preferred Pricing for Members...5 Rules and Policies...5 Members May Upgrade to a Higher Category of Membership...5 NUMBER OF MEMBERSHIPS...5 Limit on the Number of Memberships...5 FAMILY PRIVILEGES...6 Use of the Club Facilities by the Immediate Family of a Member...6 GUEST PRIVILEGES...6 Use of the Club Facilities By a Guest of a Member...6 LESSEE PRIVILEGES...6 Lessee of a Member can Enjoy Membership Privileges...6 OFFERING OF MEMBERSHIPS...7 Offering of Memberships...7 Reserved Memberships...7 Initial Purchasers of Residences or Homesites...7 Use of Membership Privileges Prior to Closing on Property Purchase...7 A Purchaser of Two or More Residences or Homesites Should Consider Acquiring a Membership for Each Residence or Homesite...8 Waiting List...8 Multiple Owners of Property...8 Membership May Be Held in the Name of a Legal Entity...8 MEMBERSHIP FEE...9 Membership Fee Required to Acquire a Membership...9 Refund of Membership Deposit...9 Initiation Fees are Non-Refundable...9 Deduction of Amounts Owed to Club...9 Tax Consequences of Acquiring a Membership...9 TRANSFER OF MEMBERSHIP...10 Transfer of Membership to the Club...10 Transfer Upon Sale of Residence or Homesite...11 Residence Club Members...11 The Club May Repurchase Memberships...11 Transfer of Membership upon the Death of a Member...11 Legacy Transfers...12 iv

6 Legal Separation or Divorce...12 DUES AND CHARGES...12 Dues, Fees and Charges...12 No Assessments Against Members...13 Membership Year of the Club...13 Payment of Dues by a Resigned Member...13 Dues and Other Fees Paid in Advance Will Be Prorated...13 ACKNOWLEDGMENT OF MEMBERSHIP RIGHTS...13 Members' Acknowledgment...13 MEMBERSHIP PROCEDURES...14 Invitation for Membership...14 The Rights of Members to Use the Club Facilities are Governed Only by this Membership Plan...14 OTHER MEMBERSHIPS AND USE PRIVILEGES...15 Honorary Memberships...15 Company Memberships...15 Resort Guests...15 Rental Guests...15 Club Guests...15 Reciprocal Privileges...15 Promotional Use, Tournament Play and Other Users...16 CLUB OPERATIONS...16 Management and Control of the Club...16 Advisory Board of Governors and Committees...16 GENERAL PROVISIONS...17 Membership Office Available to Answer Inquiries...17 February 2001, as amended March 2006 and August 2010 v

7 M E M B E R S H I P F E A T U R E S C L U B M E M B E R S H I P A N D F A C I L I T I E S Membership in The Tucker's Point Golf, Beach & Tennis Club offers use of outstanding golf, beach, swimming, tennis and social facilities. The terms of membership are described in this Membership Plan, the Rules and Regulations and the Membership Agreement. C L U B F A C I L I T I E S The Club Facilities available to members, their families and guests include: 18-hole championship golf course; Driving range and practice area; Practice putting green; Clubhouse, including The Grille Room & Bar, dining room, lounge, pro shop and men's and women's locker rooms; Beach Club on South Shore featuring 2 pools and a clubhouse facility with dining room, bar and changing rooms; and Tennis Club, including a pro shop and 4 tennis courts. R E S O R T F A C I L I T I E S A boutique resort hotel and spa has been developed as part of the Tucker's Point Club community (the "Resort"). In addition to the Club Facilities, members, their families and guests have access to various facilities (the "Resort Facilities") at the Resort, including a spa and fitness centre, two swimming pools, as well as water sports equipment and activities, pursuant to the terms of an Access Agreement between the owner and/or manager of the Resort and The Tucker's Point Golf, Beach & Tennis Club, Ltd., the owner of the Club Facilities (the "Company"). A D D I T I O N A L C L U B F A C I L I T I E S In addition to the facilities described above, the Club may, in its sole discretion, expand the Club Facilities, or add additional facilities either on or off-site as it determines appropriate from time to time, including additional golf facilities. O W N E R S H I P A N D O P E R A T I O N O F T H E C L U B F A C I L I T I E S The Company owns and operates the Club Facilities. The Club and the Company are hereinafter sometimes collectively referred to as the "Club". 1

8 M E M B E R S H I P C A T E G O R I E S A N D P R I V I L E G E S C A T E G O R I E S O F M E M B E R S H I P In order to provide exclusivity and availability of facilities and services to its members, the Club is offering a limited number of memberships in the following primary categories: Founder Membership, Founder Membership (NR) and Social Membership. The Club will also offer a limited number of Tucker's Point Residence Club Memberships, Corporate Memberships, International Memberships and Junior Memberships. There are two classes of Junior Membership: Bermuda Junior Membership and International Junior Membership. Within each of these classes are three sub-classes based on age of the Junior Member, as more particularly provided for hereinafter. The Club previously issued Charter Memberships. D E S C R I P T I O N O F M E M B E R S H I P P R I V I L E G E S 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: Founder Membership Each person who acquires a Founder Membership will be entitled to use all of the golf, beach, swimming, tennis and social facilities of the Club. Founder Members will not be required to pay a greens fee or court fee for their use of the golf and tennis facilities, but will be required to pay a golf cart fee and a court lighting fee for night use of the tennis courts. Founder Members will be entitled to reserve golf starting times and tennis court times five days in advance. Founder Members will also be entitled to use the spa, dining and lounge facilities and water sports equipment at the Resort upon the payment of applicable fees and charges, as well as the swimming pools and fitness centre there. Founder Membership (NR) Each person who acquires a Founder Membership (NR) will be entitled to use all of the golf, beach, swimming, tennis and social facilities of the Club. Founder Members (NR) will not be required to pay a greens fee or court fee for their use of the golf and tennis facilities, but will be required to pay a golf cart fee and a court lighting fee for night use of the tennis courts. Founder Members (NR) will be entitled to reserve golf starting times and tennis court times five days in advance. Founder Members (NR) will also be entitled to use the spa, dining and lounge facilities and water sports equipment at the Resort upon the payment of applicable fees and charges, as well as the swimming pools and fitness centre there. Social Membership Each person who acquires a Social Membership will be entitled to use all of the beach, swimming, tennis and social facilities of the Club. Social Members will not be required to pay a court fee for their use of the tennis facilities, but will be charged a court lighting fee for night use of the tennis courts. Social Members will be entitled to reserve tennis court times two days in advance. The Club reserves the right, in its sole discretion, to extend limited golf privileges to 2

9 Social Members, but in no event will such privileges be equal to or greater than those privileges available to Founder Members. Social Members will also be entitled to use the spa, dining and lounge facilities and water sports equipment at the Resort upon the payment of applicable fees and charges, as well as the swimming pools and fitness centre there. Charter Membership Charter Members are entitled to use all of the golf, beach, swimming and social facilities of the Club. Charter Members are not required to pay a greens fee or court fee for their use of the golf or tennis facilities, but are required to pay a golf cart fee and will be charged a court lighting fee for night use of the tennis courts. Charter Members are entitled to reserve golf starting times and tennis court times two days in advance. Charter Members will also be entitled to use the spa, dining and lounge facilities and water sports equipment at the Resort upon the payment of applicable fees and charges, as well as the swimming pools and fitness centre there. Tucker's Point Residence Club Memberships The Club will offer Tucker's Point Residence Club Memberships to the association formed for the purpose of administering The Residence Club at Tucker's Point and each other association formed for the purpose of administering a residence club developed at Tucker's Point (an "Association"). Each Tucker's Point Residence Club Membership will entitle the Tucker's Point Residence Club Member to designate up to ten persons to use the Club Facilities and Resort Facilities as "Residence Club Members". Each Residence Club Member will be entitled to use the Club Facilities and Resort Facilities on the same basis as a Founder Member, except that the Residence Club Member may make advance tee times for up to two days of golf at the time of booking his or her stay at Tucker's Point Club. Each holder of Tucker's Point Residence Club Memberships and the Residence Club Members must complete and submit a Tucker's Point Residence Club Membership Agreement and Residence Club Member Agreement, respectively, as provided by the Club. Each Residence Club Member must be an owner of a deeded interest in one of the residential units in a Tucker's Point Residence Club community and must be invited and approved for membership privileges by the Club. Corporate Memberships The Club will offer Corporate Memberships to legal business entities, as determined by the Club from time to time, having an office in Bermuda. Each Corporate Membership will entitle the Corporate Member to designate one person to use the Club Facilities and Resort Facilities. The designated user of the Corporate Membership will be required to pay the same dues and will be entitled to use the Club Facilities and Resort Facilities on the same basis as a Founder Member. Each Corporate Member and its designated user must complete and submit a Corporate Membership Agreement and Corporate Designee Membership Agreement, respectively, as provided by the Club and such other forms as may be requested by the Club to verify the Corporate Member's status as a bona fide business entity. The designated user must be an owner, director, officer, partner, shareholder or employee of the entity and must be invited and approved for membership privileges by the Club. Each Corporate Member will be responsible for any unpaid dues, fees and other charges incurred by its designated user. A Corporate Member may change the designated user one time per membership year, upon payment of a redesignation fee and subject to the terms and conditions established by the Club from time to time. 3

10 International Memberships International Memberships are available to persons who do not own property in Bermuda or have an interest in property in Bermuda either directly or indirectly, and do not maintain residency in Bermuda for more than 90 days each year. International Members will have the same privileges as Founder Members when at the Club, including without limitation, family and guest privileges, but are only obligated to pay the same dues as those payable by Social Members. International Memberships do not count against the limit on the number of Founder Memberships and Founder Memberships (NR) which can be issued in the Club. Junior Memberships There are two classes of Junior Membership: Bermuda Junior Membership and International Junior Membership. Bermuda Junior Membership. Bermuda Junior Memberships are available to persons who are 22 to and including 35 years of age and who either (i) enjoy Bermudian status, or (ii) hold a Permanent Residence Certificate. There are three sub-classes of Bermuda Junior Membership based on the age of the member. They are: Class I- 22 through 25 years of age; Class II- 26 through 30 years of age and Class II- 31 through 35 years of age. Bermuda Junior Members will be permitted to pay the required initiation fee in installments as more particularly provided in the Membership Agreement. The amount of dues payable by Bermuda Junior Members will vary based upon their Class. Bermuda Junior Members will have the same privileges as Founder Members, including without limitation, family and guest privileges. Upon the Bermuda Junior Member turning the age of 36 and provided all of the required initiation fee installments have been paid, the Bermuda Junior Membership shall be converted to a Founder Membership (NR) and the member shall be required to pay the same dues as Founder Members (NR). International Junior Membership. International Junior Memberships are available to persons who are 22 to and including 35 years of age and who do not own property in Bermuda or have an interest in property in Bermuda either directly or indirectly, and do not reside in Bermuda for more than 90 days a year. There are three sub-classes of International Junior Membership based on the age of the member. They are: Class I- 22 through 25 years of age; Class II - 26 through 30 years of age; and Class III - 31 through 35 years of age. International Junior Members who qualify for Class I or Class II will be permitted to pay the required membership deposit in installments as more particularly provided in the Membership Agreement. The dues required to be paid by International Junior Members will be the same regardless of their Class of International Junior Membership. International Junior Members will have the same privileges as International Members, including without limitation, family and guest privileges. Upon turning the age of 36, provided all of the required membership deposit installments (if applicable) have been paid for the International Junior Membership, the International Junior Membership shall be converted to an International Membership and the member shall be required to pay the same dues as International Members. 4

11 P R E F E R R E D P R I C I N G F O R M E M B E R S Members will receive preferred pricing on a variety of products and services designated from time to time by the Club offered at the Club Facilities and at the Resort. This preferred pricing does not apply to banquets, special events, catered parties or any group bookings. In order to receive the preferred pricing, members must be in good standing and charge applicable products and services to their respective member club accounts. R U L E S A N D P O L I C I E S To enhance the recreational and social pleasures of members and their guests, the Club reserves the right to establish or modify rules, regulations, policies, guidelines, or systems governing access or reservation of the Club Facilities. M E M B E R S M A Y U P G R A D E T O A H I G H E R C A T E G O R Y O F M E M B E R S H I P Social, Charter and International Members may upgrade to a Founder Membership or Founder Membership (NR), in the sole discretion of the Club and on terms determined by the Club, if a Founder Membership or Founder Membership (NR), as the case may be, is then available and not reserved. In order to upgrade, the member shall pay to the Club the difference between the membership deposit then charged for a Founder Membership or initiation fee then charged for a Founder Membership (NR), as the case may be, and the membership deposit previously paid by the member for the lower category of membership, unless otherwise determined by the Club. N U M B E R O F M E M B E R S H I P S L I M I T O N T H E N U M B E R O F M E M B E R S H I P S The maximum number of memberships permitted to be issued in the Club will be as follows: Membership Category Number of Memberships Founder Membership and Founder Membership (NR) 375 Social Membership 200 Charter Membership * Tucker's Point Residence Club Membership * Corporate Membership * Junior Membership * *Count against the limit on the number of Founder Memberships and Founder Memberships (NR). Notwithstanding the foregoing, the Club reserves the right from time to time, to convert Founder Memberships and Founder Memberships (NR) to Social Memberships and to convert Social Memberships to Founder Memberships and Founder Memberships (NR), provided, however, the maximum number of Social Memberships does not at any time exceed 225 and the maximum 5

12 number of Founder Memberships and Founder Memberships (NR) does not at any time exceed 375, based upon such conversion right. The total number of Corporate Memberships outstanding will not at any time exceed 60. No more than 30 Bermuda Junior Memberships will be outstanding at any time. The maximum number of International Memberships and International Junior Memberships shall be determined by the Club from time to time and these memberships do not count against the limit on Founder Memberships and Founder Memberships (NR). The Club reserves the right, in its sole discretion, to issue less than the maximum number of memberships permitted in any given category. With respect to those categories having full golf privileges, the Club will consider the extent of usage of the golf course and play patterns in determining whether or not to issue a lesser number of memberships. F A M I L Y P R I V I L E G E S U S E O F T H E C L U B F A C I L I T I E S B Y T H E I M M E D I A T E F A M I L Y O F A M E M B E R A member's immediate family will be entitled to use the Club Facilities and Resort Facilities in accordance with the member's category of membership. A member's immediate family will include the member's spouse and their unmarried children, under the age of 23, living at home or attending school on a full-time basis. G U E S T P R I V I L E G E S U S E O F T H E C L U B F A C I L I T I E S B Y A G U E S T O F A M E M B E R Members may have guests use the Club Facilities and Resort Facilities 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 Club Facilities and Resort Facilities during each membership year. The 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 also be responsible for the deportment of their guests. L E S S E E P R I V I L E G E S L E S S E E O F A M E M B E R C A N E N J O Y M E M B E R S H I P P R I V I L E G E S A Founder Member or Founder Member (NR) who leases his or her residence in the Tucker's Point Club community for a period of at least six 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 lessee must submit an Application for Lessee Privileges, must be approved by the Club and must pay the required administrative fee established by the Club. During the period when a lessee is the designated user of the membership, the lessor member will not have any membership privileges but will continue to be obligated to pay dues with respect to the membership. The Founder Member or Founder Member (NR), as the case may be, will be responsible for the deportment 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. 6

13 O F F E R I N G O F M E M B E R S H I P S O F F E R I N G O F M E M B E R S H I P S Memberships will be offered to initial purchasers of a residence or homesite in the Tucker's Point Club community who are invited for membership and to such other persons and entities as the Club determines appropriate from time to time, who are invited for membership. Tucker's Point Residence Club Memberships can only be acquired by an Association. Eligibility for International Memberships, Bermuda Junior Memberships and International Junior Memberships will be as previously stated. R E S E R V E D M E M B E R S H I P S 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 or entity which the Club, in its sole discretion, determines appropriate from time to time, including persons who do not own a residence or homesite in Tucker's Point Club. I N I T I A L P U R C H A S E R S O F R E S I D E N C E S O R H O M E S I T E S Each initial purchaser of a residence or homesite in Tucker's Point Club who has been invited for membership, may at any time within 60 days from the date of the purchase contract for the residence or homesite, acquire a membership in the Club, provided the Club has a membership for sale. The number of memberships in each category is limited and available memberships in each category will generally be issued on a first-come, first-served basis. Any initial purchaser who does not acquire a membership within 60 days from the date of the purchase contract for the residence or homesite may acquire a membership at a later date only if one is available and not otherwise reserved by the Club, and only upon payment of the membership deposit which is in effect at the time the membership is acquired. Ownership of a residence or homesite does not give any vested right or easement, prescriptive or otherwise, to use the club facilities, or to acquire a membership in the club and does not grant any ownership or membership interest in the Club or the Club Facilities. Initial purchasers of deeded interests in a Tucker's Point Residence Club community within Tucker's Point Club automatically become Residence Club Members upon closing, subject to being invited and approved for membership privileges by the Club, pursuant to the governing documents for the Association created with respect thereto. These purchasers are not eligible to acquire a membership in the Club, unless otherwise determined by the Club. U S E O F M E M B E R S H I P P R I V I L E G E S P R I O R T O C L O S I N G O N P R O P E R T Y P U R C H A S E The Club will allow the purchaser of a residence or homesite in the Tucker's Point Club community to use the Club Facilities as a member prior to the closing on his or her residence or homesite. The person will be required to pay the applicable membership deposit or initiation fee, dues, fees and other charges established by the Club from time to time. In the event the purchaser does not timely close on the residence or homesite, the Club may terminate the membership privileges by returning to the person the membership deposit or initiation fee and the 7

14 the unused portion of any dues, fees and charges paid by the person in advance for the remainder of the membership year. In this event, a membership will thereafter be made available to the person only in the discretion of the Club. A P U R C H A S E R O F T W O O R M O R E R E S I D E N C E S O R H O M E S I T E S S H O U L D C O N S I D E R A C Q U I R I N G A M E M B E R S H I P F O R E A C H R E S I D E N C E O R H O M E S I T E If a person acquires two or more residences or homesites in the Tucker's Point Club community, the purchaser should acquire a membership for each residence or homesite for which membership privileges are desired, if memberships are available. If the person does not acquire a membership for each residence or homesite, the Club will not guarantee that a membership will be available for the residence or homesite at a later date. Persons who acquire two or more contiguous lots but who construct only one residence may desire only one membership. If a membership is not acquired for the contiguous lot and the contiguous lot is subsequently sold, then the purchaser of the contiguous lot must acquire a membership if the purchaser is to be permitted to use the Club Facilities. W A I T I N G L I S T If a person desires to acquire a membership in a particular category and a membership is not available in that category, the Club will establish a waiting list. Resigned memberships (other than resigned memberships that are repurchased by the Club or reissued to the subsequent purchaser of a resigned member's residence or homesite in the Tucker's Point Club community) will be offered to persons on the waiting list in accordance with the following order of priorities (except that adult children of members may be given preference for any available memberships): First, to members of the Club who desire to upgrade to a higher category of membership; Second, to property owners in Tucker's Point Club who are not members of the Club; and Third, to all other persons who desire a membership in the Club. M U L T I P L E O W N E R S O F P R O P E R T Y In the event a residence or homesite is owned by more than one person other than spouses, each owner is eligible to obtain a membership in the Club, if available, and if invited and approved for membership. M E M B E R S H I P M A Y B E H E L D I N T H E N A M E O F A L E G A L E N T I T Y For the convenience of members, a membership (other than a Junior Membership) may be held in the name of a partnership, company, 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 designated user must be invited and approved for membership privileges and must submit a Prospective Member Information Statement and a Membership Agreement. The designated user must be a bona fide director, officer, partner, shareholder or employee of the entity, or a beneficiary or settlor if the membership is held in the name of a trust and must pay the required dues, fees and charges, which the entity will also be responsible for. No person other 8

15 other than the designated user and his or her immediate family will be entitled to simultaneously use the membership. The designated user can be changed one time each membership year, upon payment of a redesignation fee and subject to the terms and conditions established by the Club from time to time. M E M B E R S H I P F E E M E M B E R S H I P F E E R E Q U I R E D T O A C Q U I R E A M E M B E R S H I P Each person or entity who desires to acquire a Founder Membership, Social Membership, Corporate Membership, International Membership or an International Junior Membership will be required to pay a refundable membership deposit to the Club in the amount in effect at the time the person or entity acquires the membership as set forth in the Membership Agreement. Each person or entity who desires to acquire a Founder Membership (NR), Tucker s Point Residence Club Membership or Bermuda Junior Membership will be required to pay an initiation fee to the Club in the amount in effect at the time the person or entity acquires the membership as set forth in the Membership Agreement. The amount of the required membership deposit and initiation fee will be determined by the Club from time to time. R E F U N D O F M E M B E R S H I P D E P O S I T The membership deposit actually paid by a Founder Member, Social Member, Corporate Member or International Member will be refunded, without interest, within 30 days after the reissuance of the member's resigned membership (or issuance of a replacement membership as hereinafter provided) by the Club to a new member, in accordance with the "Transfer of Membership" provision in this Membership Plan. Charter Members will be entitled to receive a refund of the amount of the membership deposit paid within 30 days after resignation of the membership. The refund arrangement for International Junior Members shall be as provided in their Membership Agreement. The Club's obligation to the member shall be evidenced by the Membership Agreement. The difference between the amount paid by the new member and the amount refunded to a resigning member who is entitled to a refund will be retained by the Club. I N I T I A T I O N F E E S A R E N O N - R E F U N D A B L E The initiation fee paid for a membership is non-refundable under any circumstances. D E D U C T I O N O F A M O U N T S O W E D T O C L U B The Club will deduct from any amount to be refunded to a member who is entitled to a refund any amount which the member owes the Club. T A X C O N S E Q U E N C E S O F A C Q U I R I N G A M E M B E R S H I P The Club makes no representations and expresses no opinions regarding the tax consequences of acquiring a membership or with respect to any membership deposits or initiation fees paid to the 9

16 Club. All persons acquire their membership subject to all applicable tax and license fees laws, as the same may be amended from time to time. T R A N S F E R O F M E M B E R S H I P T R A N S F E R O F M E M B E R S H I P T O T H E C L U B A member may transfer their membership only to the Club. A member must give the Club 30 days' prior written notice of the member s intention to resign. Resignation of a member is irrevocable unless otherwise determined by the Club. Subject to the transfer of a membership in connection with the sale of a residence or homesite in the Tucker's Point Club community as provided below, when a member resigns from the Club, the resigned membership (other than a Charter Membership, a Founder Membership (NR), a Tucker s Point Residence Club Membership, a Bermuda Junior Membership or an International Junior Membership) will be placed on a resale waiting list and will be reissued on a first-resigned, first-reissued basis as follows: (a) In the case of Founder Memberships: (i) (ii) if there are unissued Founder Memberships or Founder Memberships (NR), provided there is a Founder Membership on the resale waiting list, the Club will reissue the Founder Membership at the top of the resale waiting list (or issue a replacement Founder Membership (NR) if that is the membership desired by the incoming member, as the case may be) after issuing a total of three of its unissued Founder Memberships and/or Founder Memberships (NR); after the initial issuance of all Founder Memberships and Founder Memberships (NR), each Founder Membership issued will be a resigned Founder Membership from the top of the resale waiting list (or a replacement Founder Membership (NR) if that is the membership desired by the incoming member, as the case may be). (b) With respect to the other categories of refundable membership, other than Founder Membership: (i) (ii) If there are unissued memberships in the resigned member's category of membership, provided there is a resigned membership on the resale waiting list, every fourth membership issued in that category will be a resigned membership from the resale waiting list (the other three memberships being from the Club's unissued memberships); and After the initial issuance of all memberships in the resigned member's category of membership, each membership issued in that category will be a resigned membership from the resale waiting list. Charter Memberships cannot be transferred and will be terminated upon resignation, provided however, the Club reserves the right to make other arrangements with a resigning Charter Member. The terms with respect to transfer and resignation of a Tucker's Point Residence Club Membership are governed by the Tucker's Point Residence Club Membership Agreement. 10

17 Memberships which for any reason revert back to the Club, including without limitation, repurchase as provided hereinafter or resignation of a non-refundable membership, shall be deemed to be unissued and reserved memberships of the Club for purposes of this Membership Plan. T R A N S F E R U P O N S A L E O F R E S I D E N C E O R H O M E S I T E A Founder Member or Social Member who resigns from the Club upon the sale of a Tucker's Point Club residence or homesite may arrange for the Club to reissue his or her membership (or, in the case of a Founder Member, a Founder Membership (NR)) to the subsequent purchaser of the residence or homesite regardless of whether all of the memberships in the category in question have been issued and regardless of whether there are any resigned memberships on the resale waiting list in the applicable category. The subsequent purchaser desiring the resigned membership (or replacement membership, as the case may be) will be required to submit a Prospective Member Information Statement, and must be invited and approved for membership. If invited and approved for membership, the subsequent purchaser must submit a Membership Agreement and will be required to pay the membership deposit or initiation fee, as the case may be, which is then in effect. R E S I D E N C E C L U B M E M B E R S Upon the closing on the sale of a deeded interest in a Tucker's Point Residence Club community, the seller's status as a Residence Club Member shall terminate and the successor owner shall automatically become the new Residence Club Member with respect to that deeded interest, subject to being invited and approved for membership privileges by the Club. Status as a Residence Club Member cannot be transferred or terminated by the Residence Club Member. T H E C L U B M A Y R E P U R C H A S E M E M B E R S H I P S The Club may, but is not obligated to, repurchase a resigned refundable membership which is not being transferred to the subsequent purchaser of the resigning member's residence or homesite in The Tucker's Point Club community on terms which are mutually agreeable to the Club and the resigned member. The repurchased membership will be added to the Club's reserved memberships. T R A N S F E R O F M E M B E R S H I P U P O N T H E D E A T H O F A M E M B E R Upon the death of a Founder Member, Founder Member (NR), Social Member, International Member, Bermuda Junior Member or International Junior Member, the surviving spouse, if any, may elect to: (i) continue the membership privileges without having to pay any additional membership deposit or initiation fee; (ii) resign the membership, in which case the membership deposit will be refunded upon reissuance of the membership as provided hereinabove; or (iii) designate one adult child to acquire the membership without payment of any membership deposit or initiation fee, subject to the approval of the adult child for membership in the Club, by giving written notice to the Club. Failure of the surviving spouse to elect one of said alternatives 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 as the beneficiary of the membership and who is approved for membership in the Club, the children of the member may designate one adult child to acquire the membership without payment of any membership deposit or initiation fee. In the event there is no surviving spouse or no adult child who wants to 11

18 continue membership privileges or who is approved for membership in the Club, the membership shall be deemed resigned, and in the case of a refundable membership, the membership deposit paid for the membership, without interest, will be refunded in accordance with provisions hereinabove. Only one transfer of the membership to an adult child shall be permitted. In the case of the death of a Charter Member, the surviving spouse, if any, may elect to (i) continue the membership privileges without having to pay any additional membership deposit or (ii) resign the membership, in which case the membership deposit paid will be refunded within 30 days after the resignation. If there is no surviving spouse, the membership shall be deemed resigned and the membership deposit previously paid will be refunded to the deceased member's estate within 30 days. L E G A C Y T R A N S F E R S A Founder Member or Social Member can request the transfer of his or her membership to an adult child who is approved for membership in the Club without the payment of any additional membership deposit. The transfer of the membership to an adult child shall not be subject to the Club's resigned member's resale waiting list or buyer's waiting list. Only one transfer of the membership to an adult child shall be permitted without the payment of any additional membership deposit. Each subsequent transfer shall require the payment of the difference between the then current membership deposit for the category of membership in question and the amount of the membership deposit previously paid by the member. L E G A L S E P A R A T I O N O R D I V O R C E In the event of the divorce or separation of spouses having other than Residence Club Member 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 may both 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 divorce, if the Club has been unable to determine which spouse is legally entitled to the membership within six months after the date of the divorce decree, the membership shall automatically be deemed resigned in the Club s discretion and, in the case of a refundable membership, will be placed on the resigned membership resale waiting list to be reissued. Upon reissuance of the membership according to the provisions hereinabove, the appropriate refund shall be paid to the member. D U E S, F E E S A N D C H A R G E S D U E S A N D C H A R G E S The Club will determine the amount of dues, fees and charges to be payable by members each year. Dues shall be payable semi-annually in advance on January 1 and July 1, unless otherwise determined by the Club from time to time. The Club may have a food and beverage minimum determined by it from time to time. The current dues, fees and charges for use of the Club 12

19 Facilities are indicated on the Schedule of Dues, Fees and Charges. The amount of dues, fees and other charges is subject to change from time to time by the Club. N O A S S E S S M E N T S A G A I N S T M E M B E R S Members will only pay membership dues, fees and other charges established from time to time by the Club. 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 be entitled to all operating revenues resulting from operation of the Club Facilities. Increases in dues shall not be deemed an assessment for purposes of this provision. The budget and the calculation of dues may include a reserve for capital replacements and improvements and this shall not be deemed an assessment for purposes of this provision. M E M B E R S H I P Y E A R O F T H E C L U B 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. P A Y M E N T O F D U E S B Y A R E S I G N E D M E M B E R A resigned member who holds a refundable membership 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) the end of the membership year in which the resignation occurs. The resigned member will be permitted to use the Club Facilities as long as the dues, fees and other charges continue to be paid by the resigned member. A resigned member who holds a non-refundable membership shall be obligated to pay dues through the end of the month in which the resignation becomes effective and shall be permitted to use the Club Facilities through the end of such month. D U E S A N D O T H E R F E E S P A I D I N A D V A N C E W I L L B E P R O R A T E D A resigned member shall be entitled to a refund of a pro rata portion of any dues and fees paid in advance for which services have yet to be rendered. A C K N O W L E D G M E N T O F M E M B E R S H I P R I G H T S M E M B E R S ' A C K N O W L E D G M E N T Membership in the Club permits the member to use the Club Facilities and Resort Facilities in accordance with this Membership Plan and the Rules and Regulations of the Club. Membership in the Club does not give a member an equity or ownership interest or any other property interest in the Company, the Club Facilities or the Resort Facilities, or a vested or prescriptive right or easement to use the Club Facilities or the Resort Facilities. A member only acquires a revocable license to use the Club Facilities and Resort Facilities in accordance with the terms and conditions of this Membership Plan and the Rules and Regulations, as the same may be amended from time to time, and the Membership Agreement. All rights and privileges of members under this Membership Plan, the Rules and Regulations and the Membership Agreement, are 13

20 subordinate to the lien of any mortgage or deed of trust encumbering the Club Facilities or Resort Facilities from time to time. The Club reserves the right to terminate or modify this Membership Plan and the Rules and Regulations, to reserve memberships, to sell, lease or otherwise dispose of the Club Facilities in any manner whatsoever and to any person 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 membership-owned club, and to make any other changes in the terms and conditions of membership or in the Club Facilities or Resort Facilities available for use by members. The Club reserves the right to increase the number of Founder Memberships and Founder Memberships (NR) in its sole discretion in the event that the Club determines that there is additional capacity on the golf course due to less demand for tee times from the Resort and/or usage and play patterns by members and their guests. In no event, however, will the number of Founder Memberships and Founder Memberships (NR) be increased by more than fifty. 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 to the affected members who have paid a membership deposit, the membership deposit paid, without interest, within 60 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 Agreements of those members who have paid a membership deposit, the member shall look solely to the new owner for repayment of the membership deposit and the seller of the Club Facilities 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. I N V I T A T I O N F O R M E M B E R S H I P M E M B E R S H I P P R O C E D U R E S Membership is by invitation only. The determination of whether an individual will be invited for membership shall be made by the Club in its sole and absolute discretion. Prospective members (including designees) are required to submit a Prospective Member Information Statement to the Club. After receiving the Prospective Member Information Statement, the Club's Membership Committee will determine whether the candidate has satisfied the relevant conditions of membership and whether a prospective member should be invited for membership. A candidate who has been invited for membership must mail or deliver to the Membership Office at the Club a fully and timely completed and signed Membership Agreement and a check for the membership deposit or initiation fee, as the case may be, required to be paid. T H E R I G H T S O F M E M B E R S T O U S E T H E C L U B F A C I L I T I E S A R E G O V E R N E D O N L Y B Y T H I S M E M B E R S H I P P L A N 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 substitute fully the membership privileges acquired pursuant to this Membership Plan and the Rules and Regulations for any present or prior rights in or to use of the Club Facilities. 14