Maravilla Noteboook

RESTATED MEMBERSHIP PLAN

This Membership Plan for The Club at Maravilla (this “Membership Plan”) is adopted by Maravilla Beach Club LLC, a Delaware limited liability company (“Club LLC”).

1. INTRODUCTION AND GENERAL PROVISIONS

1.1. Membership Opportunity. This Membership Plan describes the membership opportunity in The Club at Maravilla (the “Club”). Membership in the Club provides access to outstanding recreational and social facilities, as more fully described hereinafter, located within the Twin Dolphin residential, resort and club community in Cabo San Lucas, Mexico (the “Community”).

One primary category of non-equity membership is presently being offered in the Club: Family Membership. The holder of a Family Membership is sometimes herein referred to as a “Family Member.”

1.2. Special Membership Benefits. Membership in the Club provides a number of attractive benefits. A brief description of these current benefits follows, and they are described in greater detail in this Membership Plan, which provisions shall control (capitalized terms in quotations below in this Section 1.2 shall have the meaning ascribed to them hereinafter in this Membership Plan):

• Transferability of Membership to Subsequent Purchaser of Member’s Property. A Family Membership is transferable to the subsequent purchaser of the residence or lot in the Community owned by the Family Member according to the terms set forth hereinafter.

• Family Privileges. In the case of a Family Membership, in addition to privileges for the Family Member’s spouse or “Significant Other,” the Family Member can designate multiple family-related individuals who are entitled to the same use privileges as the member, as hereinafter provided.

• No Assessments. Family Members are not subject to either operating or capital assessments by the Club prior to a “Club Contribution.”

• Legacy Feature. Family Members may request a transfer of the Family Membership through the Club one time to an adult child or adult grandchild of the member, without the payment of any additional “Initial Club Fee” or other transfer fee, as hereinafter provided.

• Inheritability. Upon the death of a Family Member, the Family Membership can be transferred through the Club to the surviving spouse, if any, or to an adult child or adult grandchild, without the payment of any additional Initial Club Fee or other transfer fee, as hereinafter provided.

1.3. General Description of Twin Dolphin Master and Maravilla. Vista Serena S. de R. L. de C.V. (“Developer”), is developing the residential and resort community located in the Municipality of Los Cabos, Baja California Sur, Mexico (“Los Cabos”) and commonly known as “Twin Dolphin.” The Community is described in, and is subject to, that certain public deed (as the same may be amended from time-to-time, the “Public Deed”) registered in the Pubic Registry of Property and Commerce (Registro Público de la Propiedad y del Comercio de Los Cabos) by which the Vista Serena Master Condominium Regime was created.

Twin Dolphin includes the Maravilla residential community (“Maravilla”). Maravilla is located in the portions of the Vista Serena Master Condominium that are described as “Maravilla” in the Public Deed, and when fully developed Maravilla will include, among other things, (i) residential lots on which the owners thereof will construct residences; (ii) residences constructed by Developer (or others) that will be sold to the owners thereof; and (iii) The Club at Maravilla, as described in this Membership Plan.

1.4. The Club. Maravilla Beach Club S. de R.L. de C.V. (the “Facility Owner”), a Mexican entity and an affiliate of Developer, owns and/or operates certain recreational and social facilities (individually, a “Club Facility” and collectively as they from time-to-time exist, the “Club Facilities”), and as more particularly described herein, some of which are or will be located on certain parcels of land within Maravilla (collectively, the “Club Land”) and some of which may from time-to-time be located on other land (as applicable, the “Other Land”). Such Club Facilities as at any given time exist will, pursuant to the provisions of this Membership Plan and the Club Rules and Regulations (as defined in Section 3.3 below), be for the use and enjoyment of the holders of memberships in the Club at any given time pursuant to this Membership Plan, and other permitted users hereunder. A membership which has been issued and is outstanding under this Membership Plan is herein referred to us as a “Membership” and the holder thereof, as a “Member.”

Facility Owner has granted Club LLC, the rights of access to and the use of, and the exclusive right to establish and issue Memberships in, the Club pursuant to an access agreement between Facility Owner and Club LLC (as amended from time, the “Access Agreement”). A Family Membership in the Club grants the Member access to and a non- exclusive license to use the Club Facilities and participate in Club activities, all in accordance with the provisions of this Membership Plan and the Club Rules and Regulations.

1.5. Membership. This Membership Plan describes the terms, conditions, and privileges of membership in the Club, and the categories of Membership available as of the effective date of this Membership Plan. The provisions of this Membership Plan do not grant any ownership rights in the Club Land or the Club Facilities in favor of any Member, but instead grant a Member a non-exclusive license to use the Club Facilities in accordance with and subject to the Member’s full compliance with all obligations imposed on the Member by this Membership Plan and the other Membership Documents (as defined in Section 1.6).

Membership is available only after approval of a candidate’s proposal for a Membership by Club LLC. The determination of whether a candidate’s proposal for a Membership will be approved will be made by Club LLC in its sole discretion. Proposals for Memberships may be submitted by the owners (each, a “Maravilla Owner”) of a lot or residence located within Maravilla. Club LLC reserves the right to from time-to-time accept proposals from, among others, (i) owners and/or occupants of other properties located in the Community; (ii) owners and/or occupants of other residential communities owned, managed and/or operated by affiliates of Club LLC; and/or (iii) equity holders, affiliates, managers, directors, officers, employees, and agents of Club LLC and/or its affiliates.

The maximum combined number of memberships that can be issued and outstanding under this Membership Plan and under the Other Plan referred to hereinafter, is 230. Club LLC reserves the right in its discretion to increase the maximum combined number of memberships permitted based on, among other factors, usage patterns and the long-term economic viability of the Club. Club LLC also reserves the right in its discretion to decrease the maximum combined number of memberships and to have fewer outstanding memberships than are permitted.

Any candidate for a Membership should carefully read this Membership Plan and the other documents to which this Membership Plan refers.

1.6. Limited Representations. This Membership Plan and the other documents to which this Membership Plan expressly refers (excluding the Other Plan) (as each may be amended or restated from time to time, collectively, the “Membership Documents”) state all the representations of Club LLC regarding the Club Land, the Club Facilities, the Club and membership in the Club pursuant to this Membership Plan. Any representation regarding the Club Land, the Club Facilities, the Club or membership in the Club not expressly set forth in the Membership Documents is unauthorized and must not be relied upon as having been authorized by Club LLC.

1.7. Club Ownership and Operation. Facility Owner owns the Club Facilities. Facility Owner has reserved the rights, which may be exercised at such time (if any) as it determines, to (i) transfer or assign ownership of the Club Land and the Club Facilities; and (ii) to contribute the Club Land and the Club Facilities to a non-profit entity for the benefit of the Members and members under the Other Plan as described in Section 10.2 below. Facility Owner operates the Club Facilities. Club LLC is responsible for the administration and operation of the Club.

1.8. Member Obligations. Following Club LLC’s approval and acceptance of a candidate’s Proposal for Membership (as defined in Section 2.2 below) and the Member’s subsequent execution of a Membership Agreement (and performance of the Member’s obligations set forth therein), such candidate shall become a Member and shall thereafter be bound by the terms and conditions of this Membership Plan and the other Membership Documents, including without limitation, the obligation to pay the required Initial Club Fee (as defined in Section 5.2 below), the Annual Dues (as defined in Section 5.4 below) for the Category of Membership (as defined in Section 4.1 below) for the Membership held by such Member, any Special Dues (as defined in Section 5.5 below) for such Category of Membership, User Fees (as defined in Section 3.4 below), Daily Fees (as defined in Section 4.3 below) and other fees and charges as set forth in this Membership Plan (so long as such candidate remains a Member). Annual Dues and Special Dues are sometimes collectively referred to herein as “Club Dues.”

1.9. Recreational and Social Purposes Only. Memberships will be offered by Club LLC hereunder solely for the purpose of providing Members with access to and use of the Club Facilities for recreational and social purposes. Memberships are not intended to be, and should not be considered as, an investment, and no Member should expect to receive or derive any economic benefit from membership in the Club.

1.10. No Government Review or Approval. No federal, state, regional or local governmental agency, department, authority or other entity has reviewed, evaluated, recommended and/or approved this Membership Plan or membership in the Club, or the merits, benefits and/or obligations thereof.

1.11. Conflict. In the event of any conflict between the terms of this Membership Plan, any Club Rules and Regulations, and/ or any Membership Agreement, on the one hand, and any written sales or promotional materials or oral statements made by any person with respect to the Membership Plan, the Club Rules and Regulations, a Membership or the Club, on the other hand, the provisions of this Membership Plan, the Club Rules and Regulations, and/or any Membership Agreement shall govern and control.

1.12. Tax Consequences. Club LLC makes no representation and expresses no opinion regarding the federal, state, regional or local income or other tax consequences of acquiring a Membership. All Members shall acquire their Membership subject to all applicable tax laws and requirements of all taxing authorities having jurisdiction, as the same may be amended from time-to-time. Accordingly, a Member should consult with his or her own tax advisor regarding the tax consequences of a Membership.

1.13. Additional Information. All inquiries from any candidate for membership or from any Member regarding the Club, membership and/or this Membership Plan shall be in writing and directed to the Club’s Membership Director (the “Club Membership Director”) at such address as Club LLC may from time-to-time specify by written notice thereof given to Members.

1.14. Standard for Actions and Decisions. Except as otherwise expressly stated in this Membership Plan with respect to a particular action, approval, decision, determination, exercise of any right or offer by Club LLC, any action, approval, decision, determination, exercise of any right or offer by Club LLC under this Membership Plan shall be taken or not taken, exercised, or not exercised and/or made or not made, in the sole and absolute discretion of Club LLC.

2. QUALIFICATION: MEMBERSHIP PROPOSALS AND APPROVALS

2.1. Qualification—Signed Promise to Purchase Agreement. The person, persons, entity or entities (collectively, the “Applicant”) who or which has or have either (x) signed and delivered to Developer a Promise to Purchase and Sale Agreement (each, a “Promise to Purchase and Sale Agreement, the PSA”) by which such Applicant agrees to purchase a lot or residence located in Maravilla; or (y) entered into an agreement with a third party seller to purchase a lot or residence located in Maravilla and owned by that third party (each, a “Third Party Purchase Agreement”) may submit to Club LLC a Proposal for Membership pursuant to Section 2.2 below. Owners and/or occupants of properties located in areas within the Community other than Maravilla, owners and/or occupants of other residential communities owned, managed and/ or operated by affiliates of Club LLC and/or equity holders, affiliates, managers, directors, officers, employees and agents of Club LLC and/or its affiliates desiring to submit a Proposal for Membership, may submit such proposal in accordance with the proposal submission requirements, policies and procedures as Club LLC may from time-to-time establish with respect thereto.

2.2. Proposal for Membership. An Applicant who desires to make a proposal to Club LLC for a Membership shall, not later than the time such Applicant either (x) signs and delivers to Developer a Promise to Purchase and Sale Agreement; or (y) enters into a Third Party Purchase Agreement, complete an “Proposal for Membership” (each, an “Proposal for Membership”) on such form as may from time-to-time be provided by Club LLC, and such Applicant shall submit such completed Proposal for Membership, together with a copy of such Promise to Purchase and Sale Agreement or Third Party Purchase Agreement, as applicable, and all other documentation and information described in and required by such Proposal for Membership form, all in the manner described in such form. Such Applicant shall, upon written request from Club LLC, promptly provide to Club LLC such additional documents and information as Club LLC may from-time-to-time request during Club LLC’s evaluation and consideration of such applicant’s Proposal for Membership.

2.3. Evaluation of Membership Proposal. Club LLC’s evaluation of any Proposal for Membership, and its determination whether to approve such Proposal for Membership, shall be in Club LLC’s sole and absolute discretion; provided, however, that Club LLC shall not make such evaluation and determination in a manner, or on any basis, that is prohibited by applicable law.

2.4. Approval of Proposal, Membership Agreement and Payments of Club Dues. If Club LLC approves a particular Proposal for Membership, Club LLC shall give the Applicant (i) a written notice of approval (including without limitation a statement of any conditions to be satisfied by such Applicant as a condition to becoming a Member) (each, a “Membership Approval”); and (ii) a Membership Agreement (each, a “Membership Agreement”). When (1) such Membership Agreement is signed by such Applicant and delivered to Club LLC with such Applicant’s payment of the Initial Club Fee, Annual Dues for the then calendar year (prorated, if applicable), and (2) signed by Club LLC, the fully signed Membership Agreement shall evidence such Applicant’s agreement to be bound by the provisions of such Membership Agreement, this Membership Plan and the other Membership Documents, as well as Club LLC’s acceptance of such Applicant as a Member. The Member under such Membership Agreement (and the other permitted users under the Membership as hereinafter provided) may then use Club Facilities and participate in Club activities, subject to the provisions of this Membership Plan and the other Membership Documents. The signed Membership Agreement and required payment shall be submitted on or before closing of the sale and purchase transaction described in such Promise to Purchase and Sale Agreement or Third-Party Purchase Agreement, as applicable, as such closing may be postponed pursuant to the provisions of such Promise to Purchase and Sale Agreement or Third-Party Purchase Agreement. The Membership Agreement shall not become effective until the closing shall have occurred unless otherwise determined by Club LLC and on such terms as prescribed by Club LLC. If such Member fails to submit the signed Membership Agreement and required payment on or before the closing date, Club LLC may thereafter, at any time prior to receiving the aforesaid items, revoke the Membership Approval by written notice to such prospective Member. A prospective Member who has received a Membership Approval but who has not closed on the purchase of the real property which is to be acquired can nonetheless enjoy membership privileges subject to request by the prospective Member and approval of Club LLC, and then on such terms and conditions as are determined by Club LLC.

2.5. No Membership Guarantee. No person acquires or shall have any right to become a Member of, or acquire any other interest in, the Club, or have the right to use the Club Facilities, solely by reason of purchasing or otherwise acquiring any lot or residence (or any interest therein) at Maravilla, and any and all rights of a Member relating to the Club shall be established and governed solely by this Membership Plan and the other Membership Documents.

2.6. Ownership of Multiple Lots and/or Residences. If a person or entity acquires two or more lots and/or residences (or a lot and a residence) at Maravilla, subject to Club LLC’s approval of a Proposal for Membership pursuant to Section 2.4 above for each such lot and/or residence and eligibility requirements, a separate Membership for each lot or residence can be acquired. In the case where two contiguous lots are acquired, but only one residence is constructed on such lots, only one Membership can be acquired with respect to such contiguous lot.

3. CLUB FACILITIES:

OPERATION

3.1 The Club Facilities. The “Club Facilities” currently available to Members:

Main Club Facilities

• Two restaurants: El Mercado and Ecco;

• A sushi bar;

• Sport’s arcade;

• Refreshment stands;

• Three-level infinity pool with water slide;

• Adult pool;

• Hot and cold plunge pools;

• Hot tub;

Santa Maria Beach Club Facilities

• Pink sand beach on the Sea of Cortez;

• Restaurant and Bars;

• 2 Pickleball courts;

The Park Facilities

• Refreshment stand;

• Splash Pad;

• Sports lawn;

• Basketball court;

• Full-service spa;

• Fitness center, an outdoor gym and a fitness palapa;

• Two-story climbing wall;

• Sports lawn;

• 18-hole putting course;

• Outdoor amphitheater;

• Indoor movie theater; and

• Fully equipped kids’ activity center.

• Ocean water activities;

• Sports lawn; and

• El Jardin, special events venue.

• Jungle gym;

• Croquet; and

• Frisbee golf.

3.2. Additional Club Facilities; Modifications; Other Facilities. The foregoing Club Facilities have been completed and are in operation. Whether there will be additional future Club Facilities, the nature of any future Club Facilities, and the details, plans and timing for any future Club Facilities have not yet been determined. The Facility Owner and Club LLC have and retain the sole rights to determine, in their respective sole discretion, all matters relating to changing then existing and adding future Club Facilities, if any.

Facility Owner reserves the right, but shall not have any obligation, to from time-to-time, arrange for (i) modifications to the then existing Club Facilities; and (ii) additional amenities, facilities, and buildings to be part of the Club Facilities, whether located on the Club Land or on any Other Land, including without limitation, golf facilities and/or temporary facilities that may or may not be subsequently replaced with permanent facilities.

Club LLC reserves the right, but shall not have any obligation to, arrange for the availability to Members of services provided from, and/or the use of amenities and recreational facilities located at, properties that are not owned by Facility Owner or Club LLC.

During the development and construction of Maravilla, and during the construction of any future Club Facilities, there will be construction and construction-related activities in the vicinity of the Club Facilities. Some of these activities will be close to, and will affect the use and enjoyment of, the Club Facilities, and may generate noise, dust, and traffic.

3.3. Operation and Administration of Club; Club Rules and Regulations. Until such time, if any, as a Club Contribution (as defined in Section 10.2 below) occurs, Club LLC will arrange for the operation of the Club as provided in Section 1.7 above, either directly or through one or more operators, managing agents and/or service companies (which operators, managing agents and/or service companies may or may not be affiliates of Club LLC). Until such Club Contribution, should the same occur, Club LLC will be solely responsible for the governance and administration of Memberships, will have the exclusive authority and rights to (i) approve and accept, suspend and revoke Memberships and otherwise discipline and expel Members and their Membership users as described in Section 4 below); (ii) determine Club Dues;(iii) in conjunction with Facility Owner, adopt rules and regulations governing and relating to the Club and the use of Club Facilities (as may from time to time be amended or restated, the “Club Rules and Regulations”); (iv) interpret and amend this Membership Plan and the other Membership Documents; (v) recall any Family Membership at any time and for any or no reason whatsoever upon the refunding by the Club of the Initial Club Fee paid by the Member and a prorated portion of the Club Dues paid in advance for the period following the effective date of the recall, if any; and (vi) otherwise control the Club and the Club’s membership program. Facility Owner has the right to establish Daily Fees and other User Fees (as defined in Section 3.3 below).

3.4. General; User Fees. Each Member shall have such non-exclusive rights and privileges to use the Club Facilities as may from time-to-time be granted to such Member by this Membership Plan and any Club Rules and Regulations. Many of the Club Facilities will be available for use without the payment of a daily or longer term, per use, per service, per meal or other a la carte fee or charge (each, a “User Fee”); provided, however, that Facility Owner reserves the right to charge a User Fee on a daily or longer term, per use, per service, per meal or other a la carte basis for access to and use of certain of the Club Facilities, for food and beverage services and for services offered at or from the Club Facilities. Certain of the User Fees will be included in the Fee Schedule maintained by Club LLC pursuant to Section 5.2 below.

4. MEMBERSHIP CATEGORIES: USE PRIVILEGES

4.1 One Category of Membership. The following category of Membership is hereby established under this Membership Plan: Family Membership. For the purposes of this Membership Plan and the other Membership Documents, a “Significant Other” of a particular unmarried Member shall be a person who resides with such Member in the same household as a domestic partner on a permanent basis. The Family Membership category and any other Membership category from time to time offered under this Membership Plan is hereby referred to as a “Category of Membership.”

A “Family Membership” will entitle (1) the Member, (2) the Member’s spouse or Significant Other, (3) children and grandchildren of the Member and the spouse or Significant Other of the Member under the age of eighteen (18), and (4) up to six (6) additional individuals from the following four (4) Member-related groups (herein, “Additional Eligible Qualified Users”), as from time-to-time designated in writing by such Member to the Club Membership Director in accordance with the provisions hereinafter to use the Club Facilities and participate in Club activities under the provisions of this Membership Plan and the other Membership Documents:

i. the parents or stepparents of such Member and Member’s spouse or Significant Other; ii. the grandparents of such Member and Member’s spouse or Significant Other;

iii. the children (natural and adopted) eighteen (18) years of age and over of such Member and Member’s spouse or Significant Other; and iv. the grandchildren eighteen (18) years of age and over of such Member and Member’s spouse or Significant Other.

Upon the payment of additional charges determined by Club LLC from time to time, a Family Member shall have the ability to add one (1) or more additional individuals (but not to exceed four (4) in total) from the Additional Eligible Qualified Users to enjoy privileges under the Member’s Membership. Additional individuals from the Additional Eligible Qualified Users can be added as users under a Membership at any time during the Membership Year (as defined below) and the additional charges will be prorated appropriately as determined by Club LLC. The Member shall also have the right to substitute individuals from the Additional Eligible Qualified Users for existing users enjoying privileges under the Membership, but only during the period from November 1 through November 15. A Family Member may also remove any individual from the Additional Eligible Qualified Users who are to enjoy membership privileges under the Membership in question for the ensuing Membership Year in excess of the six (6) permitted without the payment of any additional charges. The individuals in addition to the Member, who are at any time enjoying use privileges under the Member’s Family Membership in accordance with the terms hereof, are herein referred to collectively as “Permitted Related Users.” The initial registration of and any changes in Additional Eligible Qualified Users shall be in accordance with the procedure determined by Club LLC.

The Family Member shall pay the Initial Club Fee, all Annual Dues and any Special Dues in such amounts as are from time-to-time established by Club LLC for a Family Membership, and such Member shall be responsible for all User Fees and other charges related to the use of the Club Facilities by all of the Permitted Related Users for such Family Membership. A Member holding a Family Membership shall cause all Permitted Related Users under such Membership to be registered with the Club in the manner required by the Club.

4.2. Use Privileges. A Family Membership permits the authorized users thereunder (as provided herein above) to use all of the Club Facilities, subject to availability and payment of the applicable Annual Dues, Special Dues, User Fees, Daily Fees and any other applicable fees and charges.

4.3. Use by Guests. To ensure reasonable access to and use of the Club Facilities by Members, their spouses and Significant Others and Permitted Related Users (as and to the extent applicable), Club LLC may from time-to-time restrict or limit the use of Club Facilities by guests of a Member (each, a “Guest”), Facility Owner may establish a schedule of daily fees (each, a “Daily Fee”) for use of the Club Facilities by Guests. The schedule of Daily Fees will be included in the Fee Schedule maintained by Club LLC pursuant to Section 5.2 below. Any Guest using any Club Facility must be accompanied by a Member, or by such Member’s spouse or Significant Other, during such use. The Daily Fee schedule may provide for variations in the Daily Fee for the use of a given Club Facility at designated times, on designated days, during designated seasons and/or during periods of increased use of such Club Facility. Each Member shall ensure that his, her or its Guests use the Club Facilities in accordance with the Club Rules and Regulations and only after payment by such Member of any applicable Daily Fee, User Fee or other charge or fee. Guests of a Member must be registered with the Club in accordance with the applicable provisions of the Club Rules and Regulations before using any Club Facilities. The Member shall be responsible for all Daily Fees, User Fees and other charges or fees related to the use of Club Facilities by the Member’s Guests (whether or not such

Guests are so registered). Club LLC may, as part of the Club Rules and Regulations, establish additional rules, restrictions, and limitations with respect to the use of Club Facilities by Guests. Guest privileges may be restricted, denied, withdrawn, or revoked at any time for reasons determined to be sufficient by Club LLC.

4.4. No Use by Tenants. No tenant or lessee of, or renter from, a Member (other than a tenant, lessee or renter that is already a Member), or any family member or guest of such a tenant, lessee or renter, may use any of the Club Facilities. No Member shall be discharged from any obligation to the Club, including without limitation the obligation to pay Club Dues, by reason of such Member’s lease or rental of such Member’s residence.

5. CLUB DUES, CLUB EXPENSES, AND SPECIAL DUES

5.1. Membership Year. The Club’s membership year (“Membership Year”) commences January 1 and ends on December 31.

5.2. Initial Club Fee. An applicant shall pay to Club LLC, not later than the time required by this Membership Plan, the amount from time-to-time established by Club LLC as the initial fee for such Membership (“Initial Club Fee”). The Initial Club Fee paid is not refundable under any circumstances whatsoever. Club LLC may, in its discretion from time-to-time, change the amount of the Initial Club Fee for Memberships to be issued. Any Initial Club Fee received by Club LLC may be used by Club LLC for any purpose(s) as Club LLC determines in its sole discretion. Club LLC will maintain, at the Club offices, a current schedule of fees (the “Fee Schedule”) stating, among other things, the amounts of the Initial Club Fees, the amounts of the Annual Dues (as defined in Section 5.3 below), the amounts of the Daily Fees and the amounts of certain User Fees as of the date of such Fee Schedule.

5.3. Annual Club Dues. Club LLC shall, not later than November 15 of the immediately preceding Membership Year, determine the “Annual Dues” for the Membership Year for which Annual Dues are to be determined for each Category of Membership, and update the Fee Schedule to state the then effective Annual Dues for each Category of Membership for such Membership Year; provided, however, that no failure to make such update shall relieve any Member from the obligation to pay such Annual Dues as have been established by Club LLC for the related Category of Membership.

Each Member shall pay Annual Dues to Club LLC on or before December 15 of the year immediately preceding the Membership Year for which such Annual Dues are payable. There will be no refund of Annual Dues paid for a particular Membership Year, even if the Member who pays such Annual Dues resigns or otherwise relinquishes his or her Membership during such Membership Year.

5.4. Special Dues. After a Club Contribution, if in the opinion of the then governing body of the Club, the aggregate of Initial Club Fees, Annual Club Dues, any previously imposed Special Dues, any Daily Fees, any User Fees and all other revenues of the Club are not sufficient to enable the Club to pay its obligations as they become due, and to maintain the Club Facilities in a first-class condition, such governing body shall have the right to impose on Members the obligation to pay to the Club “Special Dues” for the payment of such obligations and/or the maintenance of the Club Facilities to such standard. Special Dues will be allocated among the various Categories of Membership by the governing body based on the Annual Dues then payable by the various Categories of Membership.

Each Member shall pay Special Dues at the time or times designated by such governing body when such Special Dues are imposed. There will be no refund of Special Dues paid for a particular Membership Year, even if the Member who pays such Special Dues resigns or otherwise relinquishes his or her Membership during such Membership Year.

5.5. Taxes. The Member shall be responsible for and shall pay all value added and other taxes imposed, levied and/or assessed on its Membership and/or any Club Dues, User Fees, Daily Fees and/or other fees and charges payable in connection with such Membership.

6. RESIGNATION

A Member may resign as a Member of the Club by written notice of resignation given to the Club Membership Director. A resigning Member shall promptly in connection with such resignation pay all amounts owed by such resigning Member under this Membership Plan and/or with respect to such Member’s Membership. Resignation shall not become effective unless and until all amounts owed to the Club have been paid in full. Resignation is irrevocable unless otherwise determined by the Club. A resigning Member shall not be entitled to any refund of any portion of the Club Dues or Initial Club Fee paid by such resigning Member prior to the effective date of such resignation.

7. MEMBERSHIP TRANSFER RESTRICTIONS

7.1. Generally Non-transferable. Generally, except as otherwise expressly provided in this Membership Plan, a Membership shall not be transferable to any person or entity.

7.2. No Pledge of Membership. No Member shall have the right to, and each Member by acquiring its Membership agrees to not, pledge or encumber or grant any security interest in or lien against such Membership.

7.3. Sale or Transfer of Lot or Residence. A Member who sells or otherwise transfers title to the lot or residence owned by such Member in the Community, shall (i) give the Club Membership Director written notice of such sale or transfer not later than ten (10) days prior to the closing of such sale or transfer; and (ii) except as provided otherwise in this Section 7.3, be deemed to have resigned from the Club as of such closing date, whether or not such Member has given the notice of resignation required by the immediately preceding clause (i) (unless the Member is acquiring another lot or residence in the Community, in which case the Membership can be transferred to the lot or residence being acquired). Except as otherwise provided in this Section 7.3, a Member who sells or otherwise transfers the Member’s title to or interest in the lot or residence owned by such Member in the Community and is deemed to have resigned, shall not be entitled to any refund of any portion of the Initial Club Fee or Club Dues paid by the Member prior such closing date.

The person or entity that is acquiring such lot or residence pursuant to such sale or transfer may submit a Proposal for Membership in accordance with the provisions of Section 2 above, and if approved for membership, subject to submission of an executed Membership Agreement and payment of the then required Initial Club Fee and Annual Dues (prorated for the Membership Year in question) to Club LLC, Club LLC will reissue the resigned Membership (or another Membership selected by the subsequent purchaser or transferee and for which the subsequent purchaser or transferee is eligible, if available), to the subsequent purchaser or transferee.

7.4. Legacy Transfer. A Member may, with the approval of Club LLC and upon payment of all Annual Dues, User Fees, Daily Fees and other amounts then due and owing with respect to the Member’s Membership, transfer such Membership to an adult child or adult grandchild of the Member who owns property within the Community (legally or beneficially) and who at the time of the proposed transfer is a Permitted Related User under the Membership, without the payment of an Initial Club Fee or other fee in connection with the first transfer of a Membership pursuant to the terms hereof. In the event of such a proposed transfer, the transferee shall submit a Proposal for Membership to Club LLC, accompanied by evidence reasonably acceptable to Club LLC of property ownership in the Community, and such Proposal for Membership shall be evaluated and approved or disapproved by Club LLC in accordance with Sections 2.2 through 2.4 above. In the event of such approval, the transferee(s) shall execute and deliver to Club LLC a Membership Agreement. In the case of any second or further transfer of Membership pursuant to this Section 7.4, a transfer fee determined by Club LLC must be paid to Club LLC in connection with the transfer. In the case of the first transfer of a Membership to the Member’s adult child or adult grandchild pursuant to this provision, for purposes of the transferee Member designating the Permitted Related Users under such Membership, the children and grandchildren of the transferor Member and the transferor Member’s spouse or Significant Other shall be eligible for selection as a Permitted Related User by the transferee Member, notwithstanding anything to the contrary contained in this Membership Plan.

7.5. Death of Member. Upon the death of a Member, the Member’s Membership may, with the approval of Club LLC and upon payment of all Annual Dues, User Fees, Daily Fees and other amounts then due and owing with respect to the Member’s Membership, be transferred to the spouse of such Member or to an adult child or adult grandchild of such Member, provided the proposed transferee owns property in the Community (legally or beneficially) and, in the case of an adult child or adult grandchild, the proposed transferee at the time of the proposed transfer is a Permitted Related User under the Membership. In the event of such a Membership transfer, the transferee shall submit a Proposal for Membership to Club LLC, accompanied by evidence reasonably acceptable to Club LLC of the ownership of property within the Community, and such Proposal for Membership shall be evaluated and approved or disapproved by Club LLC in accordance with Sections 2.2 through 2.4 above. In the event of such approval, the transferee shall execute and deliver to Club LLC a Membership Agreement but shall not be required to pay an Initial Club Fee or any other fee with respect thereto. In the event such Membership is not transferred to the spouse, or to an adult child or adult grandchild as aforesaid for any reason within six (6) months of the Member’s death, the death of such Member shall be deemed a resignation from the Club by such Member. In the case of the first transfer of a Membership to the deceased Member’s adult child or adult grandchild pursuant to this provision, for purposes of the transferee Member designating the Permitted Related Users under such Membership, the children and grandchildren of the deceased Member and the deceased Member’s spouse or Significant Other shall be eligible for selection as a Permitted Related User by the transferee Member, notwithstanding anything to the contrary contained in this Membership Plan.

7.6. Separation and Divorce. In the event of a separation, divorce or marital dissolution of a married Member, the spouse (or former spouse) shall continue to have the right and privilege to use Club Facilities (so long as the Membership is maintained in good standing), and such spouse (or former spouse) shall be jointly and severally liable with such Member for all obligations of the Member to the Club, unless and until otherwise provided by written agreement between such Member and such spouse (or former spouse) or by court order; provided, however, that in no event shall the Membership (and the rights and privileges relating thereto) be held by a person who does not own title to the corresponding lot or residence (or beneficial interest therein) within the Community with respect to which the Membership has been issued. Club LLC reserves the right not to recognize any Membership right or privilege of such Member or such spouse (or former spouse) unless and until Club LLC is able to determine which of such Member or such spouse (or former) spouse is lawfully entitled to such rights and privileges.

In no case will Club LLC become involved in any dispute between separated or divorced spouses (or former spouses). In the case of any such dispute, Club LLC may (but shall not be required to) at any time suspend all of the privileges associated with the Membership in question until the dispute is resolved and Club LLC receives evidence satisfactory to Club LLC of such resolution and establishing the terms and conditions of such resolution (as it relates to the Club and the Membership involved). During any such dispute all Club Dues, User Fees, Daily Fees and other fees and charges to be paid by and other obligations of the Member relating to the Membership involved shall be timely paid and performed. Club LLC may from time-to-time require such evidence as Club LLC determines necessary to verify continued eligibility for Membership (and/or Club Facilities use privileges).

7.7. Access by Outside Real Estate Brokers. If a Member of the Club has listed the Member’s real property with a broker (an “Outside Broker”) other than the Facility Owner’s designated real estate brokerage company (the “Affiliated Broker”), the following rules apply:

a. Whenever a Member desires to have a prospect tour the Club Facilities, the Member or the Outside Broker must notify the General Manager in advance of any such proposed showing. Whenever a Member desires to have a prospect use the Club Facilities, the Member (not the Outside Broker) must notify the General Manager in advance of any such proposed use. All prospects shall be required to provide to the Club information and documentation required from time to time by the Facility Owner.

b. The Facility Owner reserves the right to withhold access to the Club Facilities by any prospective purchaser or Outside Broker that is not approved by the Facility Owner to tour and/or use the Club Facilities. In evaluating whether to approve any prospect for access to the Club Facilities, the Facility Owner will consider the same factors and criteria when evaluating a prospect of the Affiliated Broker for access to the Club Facilities. While all approved prospects will be allowed to tour the Club Facilities, the Facility Owner will generally only permit those prospects where the owner of the listed property within the Community is a Member of the Club to use the Club Facilities. Outside Brokers shall not be permitted to use the Club Facilities without specific approval of the General Manager and only after request as to such usage is made by the Member (not the Outside Broker) to the General Manager.

c. Once the Facility Owner approves a prospect to tour and/or use the Club Facilities, the prospect must register with the Facility Owner at least 48 hours in advance of any access to the Club Facilities. Any approval by the Club of a prospect to tour and/or use the Club Facilities shall not constitute approval by Club LLC of such prospect for membership at the Club. Any approval for membership shall remain subject

to terms and provisions of this Membership Plan and shall be distinct from any approval to tour and/or use the Club Facilities.The Club shall evaluate all prospects for membership without consideration of which, if any, agent or broker the Member or prospect engages.

d. No access or use of the Club Facilities by an Outside Broker and/or a prospect shall be permitted unless accompanied by the General Manager or by another employee or designee of the Facility Owner. Ordinarily, the Facility Owner will select Affiliated Broker personnel as its designee only if the relevant agent for a potential sale of property is Affiliated Broker personnel or if no other personnel are available.

e. To the extent that a prospect makes use of any Club Facilities (as opposed to merely tours them), then the Member shall be required to pay the fee charged from time to time by the Club for guests when the Member is not present (i.e. unaccompanied guests).

f. The Member shall be responsible for all acts and omissions of its Outside Broker and prospects, including, without limitation, being charged for any and all charges incurred by an Outside Broker and/or prospect and being responsible for (and indemnifying, defending and holding harmless the Indemnitees (referred to hereinafter, as well as property owners and Members for) any and all claims and the like arising out of an Outside Broker prospect being present on the Club premises or using the Club Facilities. Any prospect or Outside Broker touring or using the Club Facilities shall constitute guests as to all relevant provisions of this Membership Plan and the Rules and Regulations and shall be required to abide by the terms thereof.

8. OTHER USE PRIVILEGES

8.1. Reciprocal Arrangements. Facility Owner reserves the right, but shall not have any obligation to, enter into reciprocal use agreements or arrangements providing for (i) the Members’ use of one or more other facilities and/or services; and/or (ii) users of such other facilities and/or services to use one or more of the Club Facilities and/or services offered at the Club. Such reciprocal access agreements or arrangements may be entered into with one or more entities that have or provide facilities and/or service levels that are comparable to those of the Club, as determined by Facility Owner. Any such reciprocal access agreements or arrangements will provide that Members will have limited rights to the use of one of more of such other facilities and/or services in exchange for the grant by Facility Owner to designated members or users of the other facility, facilities and/or services of limited use rights of one or more of the Club Facilities and/or services offered at the Club, all as determined by Facility Owner.

8.2. Use by Club LLC and Others. Club LLC and its affiliates (including without limitation Developer and Facility Owner), and their equity holders, affiliates, managers, directors, officers, employees and agents shall have the right to from time- to-time use the Club Facilities for any business purpose, including without limitation, use by prospective purchasers of residences or lots in Maravilla, elsewhere in the Twin Dolphin community and/or in other communities developed by Developer and/or any of its affiliates, residential real estate brokers and sales agents, and other individual persons, on such terms and conditions as shall be determined by Club LLC and Facility Owner. Club LLC and Facility Owner may from time-to-time designate other individual persons to use Club Facilities. Club LLC and its affiliates may from time- to-time hold promotional events and functions at the Club Facilities on dates selected by Club LLC. Facility Owner shall have the right, from-time-to-time to use and restrict access to or otherwise reserve one or more of the Club Facilities for maintenance, functions, alteration and/or remodeling.

9. DISCIPLINE

9.1. Improper Conduct. Any Member whose conduct is deemed by Club LLC to be in violation of the Club Rules and Regulations, or likely to endanger the safety, harmony or good reputation of Club LLC or its affiliates, the Club or its members, may be reprimanded, fined, restricted from using certain or all Club Facilities, or suspended or terminated from membership in the Club, all as provided in the Club Rules and Regulations. Club LLC may also take such action against any Member with respect to any such conduct by any spouse, Significant Other, Permitted Related User or Guest of such Member. Club LLC may also restrict, suspend, or terminate some or all the use privileges of any spouse, Significant Other, Permitted Related User or Guest of a Member.

9.2. Discipline Process. Any Member against whom disciplinary action is being considered by Club LLC will be notified in writing of any proposed disciplinary action and will be given an opportunity to be heard by Club LLC (or its designee) as to why such Member should not be disciplined, all as provided in the Club Rules and Regulations. Under no circumstances will a restricted or suspended Member, as a result of such restriction or suspension, be entitled to any refund or any amount paid by such Member on account of or with respect to the related Membership.

10. CLUB CHANGES AND CLUB CONTRIBUTION

10.1. Club LLC Rights. Prior to a Club Contribution, Club LLC shall have and retain the rights to, from time-to-time, along with Facility Owner, convert the Club to a membership-owned club; and/or amend, modify, or restate the Membership Documents. Prior to a Club Contribution, Facility Owner will have the right to (i) change the nature, scope, arrangement, mix and/or design of the Club Facilities; (ii) change the hours of operation of and the services offered from the Club Facilities; (iii) expand the Club Facilities; and/ or (iv) to sell or otherwise transfer the Club Facilities (subject to this Membership Plan and the Memberships then issued).

10.2. Contribution of Club. Facility Owner shall, from and after December 31, 2024, have the right, but shall not have any obligation, to transfer ownership, and the sole responsibility for the operation, of the Club and the Club Facilities to a non-profit entity created to own and operate the Club and the Club Facilities for the benefit of the Members and members under the Other Plan, if any (with such transfer being the “Club Contribution”). In the event of a Club Contribution, the Club Land and the Club Facilities shall be contributed to such non-profit entity, and Club LLC’s obligations under this Membership Plan shall be transferred to and assumed by such non-profit entity. From and after such Club Contribution, neither Facility Owner nor Club LLC shall have any responsibility or liability for the Club or the operation thereof and shall be released from all obligations and liabilities under the Membership Documents; provided, however, that in the event Club LLC and such non-profit entity agree in writing as part of the Club Contribution to the terms and conditions pursuant to which Club LLC (or an affiliate thereof) will continue to provide administrative and/or operational services to the Club, Club LLC (or such affiliate) will provide such services in accordance with, and for the term of, such written agreement.

11. GENERAL PROVISIONS

11.1. Indemnification of Club LLC and Others. Each Member, spouse or Significant Other of a Member or Permitted Related User and Guest using any of the Club Facilities or otherwise participating in the activities of the Club (each, an “Indemnitor”) shall indemnify and hold harmless Facility Owner, Club LLC and their respective equity holders, affiliates, managers, directors, officers, employees and agents (collectively, the “Indemnitees”) from and against any and all actions, claims, losses, liabilities, and costs and expenses of any kind whatsoever incurred by or asserted against any of the Indemnitees, whether direct, indirect or consequential, as a result of or in connection with any such Indemnitor’s use of any of the Club Facilities, or any other act or omission of any such Indemnitor.

11.2. Liability for Damage. Each Member shall be liable for any damage to any of the Club Facilities caused by such Member, spouse or Significant Other of a Member, Permitted Related User or Guest using the Club Facilities under the related Membership. The Member shall be responsible for all charges and liabilities related to the use of Club Facilities by any tenant, lessee, or renter of such Member, whether or not such use is prohibited by Section 4.4 above.

11.3. Release. While using the Club Facilities, each Member, spouse or Significant Other of a Member, Permitted Related User and Guest using the Club Facilities under the related Membership shall have the responsibility, and by such use agrees, to use appropriate judgment and caution to use such Club Facilities in a safe manner (as to their own use and as to others using the Club Facilities). Neither Facility Owner nor Club LLC shall have or assumes any responsibility for injuries caused to or incurred by any Member or spouse or Significant Other of a Member or Permitted Related User or Guest using the Club Facilities under the related Membership, or for any damage to property, resulting from the use of the Club Facilities by any Member, spouse or Significant Other of a Member, Permitted Related User or Guest using the Club Facilities under the related Membership. Accordingly, each Member and each spouse or Significant Other of a Member, Permitted Related User and Guest using the Club Facilities under the related Membership who uses any of the Club Facilities in any manner does so at his or her own risk, and shall by such use release the Facility Owner and Club LLC, and their respective equity holders, affiliates, managers, directors, officers, employees and agents from any claim, injury, damage cost or expense resulting from such use.

Each Member and each spouse or Significant Other of a Member, Permitted Related User and Guest using the Club Facilities under the related Membership shall be solely responsible for any damage to, destruction of or loss of any personal property brought into or on the Club Facilities.

11.4. No Agency. No Member or any other person (other than Club LLC) participating in the activities of the Club or Club Facilities shall have the authority, express or implied, to act on behalf of or as an agent for the Club or Club LLC.

11.5. Advisory Committee. Club LLC may establish an “Advisory Committee” of Members to serve as a liaison between the management of the Club and the members of the Club. If established, the Advisory Committee will meet with the Club’s management team on a periodic basis to discuss the operation of the Club and the Club Facilities. Club LLC will from time-to-time establish the number of committee members to be appointed to the Advisory Committee and will appoint all the members of the Advisory Committee.

Only members will be appointed to the Advisory Committee. The Advisory Committee will not have the power or authority, express or implied, to act on behalf of Facility Owner or Club LLC and will serve in an advisory capacity to provide input and recommendations to the Club’s management regarding the operation of the Club and the Club Facilities. Club LLC will consider, but shall not be required to implement, any recommendation or other input provided by the Advisory Committee to the Club’s management and/or Club LLC.

11.6. Damage to or Destruction of Club. In the event of damage to or destruction of the Club (or any portion thereof) that is covered by the Club’s insurance policy or policies, the insurance proceeds relating thereto will be made available for restoration or reconstruction of such Club Facilities damaged or destroyed; provided that Facility Owner shall have the right to change the scope and/or design of the Club Facilities in connection with such restoration and reconstruction. Club Dues and other amounts payable by Members shall not abate by reason of any such damage or destruction, or any restoration or reconstruction related thereto.

11.7. Other Plan. Club LLC has put into effect another membership plan relating to The Club at Maravilla having an effective date of November 15, 2021 (as amended or restated from time to time, the “Other Plan”), pursuant to which Club LLC has issued memberships providing access to the Club Facilities as more particularly provided for therein. No new memberships will be issued pursuant to the Other Plan, except to the extent Club LLC is obligated to do so pursuant to the terms and conditions thereof or a membership agreement that is in effect between Club LLC and the holder of a membership under the Other Plan.

RESTATED RULES & REGULATIONS

Effective April 15, 2022

These Restated Rules and Regulations (as may be amended or supplemented from time to time, these “Rules”) of and for The Club at Maravilla Club (the “Club”), are adopted effective April 15, 2022, and established by Maravilla Beach Club LLC, a Delaware limited liability company (“Club LLC”), pursuant to The Club at Maravilla membership plans. Effective April 15, 2022, these Rules take the place of and supersede in their entirety all previous versions of rules and regulations for the Club.

Capitalized terms that are used, but not defined, in these Rules shall have the meanings given to them in the Membership Plan (references herein to “Membership Plan” shall mean with respect to a given Member, the membership plan by which the Member is governed as the same may be amended or supplemented from time-to-time). In the event of any conflict between any provision of these Rules and any provision of the Membership Plan, the provision of the Membership Plan shall govern.

These Rules are adopted and established to protect the Club Facilities and to promote the health, safety, welfare and enjoyment of the Members and Primary Users and their spouses, Significant Others, Permitted Relatives, Permitted Related Users and Guests who are permitted by the Membership Plan and these Rules to use the Club and the Club Facilities (each, a “Permitted Club User”), and all other persons, while using the Club Facilities.

Club LLC is committed to establishing an enjoyable, respectful club environment for the entire membership and anticipates that all Permitted Club Users will, while using the Club Facilities and participating in Club activities, conduct themselves in a manner consistent with good judgment and with full regard for the rights and enjoyment of others.

These Rules are not intended to deal with all issues that may arise in connection with the operation of the Club and the Club Facilities, and are subject to change, modification, amendment, and supplementation, in whole or in part, at any time, and from time to time, in the sole and absolute discretion of Club LLC.

GENERAL CLUB RULES

1. All Permitted Club Users must abide by these Rules. The management personnel of the Club (“Management Personnel”)will have full authority to enforce these Rules and to report any violations or infractions to Club LLC and/or Facility Owner.

2. The Club will be open on the days and during the hours as may be established from time to time by Facility Owner. Areas of the Club may be closed from time to time for maintenance or repair, and for events and functions that are not open to all Permitted Club Users.

3. To safeguard against unauthorized charges, all Permitted Club Users must provide a signature and valid Member number when charging to a Member Account.

4. Vehicles may be parked only in paved areas designated for parking. “No Parking” signs and reserved parking designations must be observed. The Club’s entry and porte-cochère area is reserved for valet parking only.

5. Dining room activities for groups will be permitted only with the permission of Facility Owner and/or Management Personnel. Groups with fifteen (15) or more diners must contact Management Personnel at least twenty-four (24) hours in advance of the group’s activity.

6. Children at the Club’s Children Activity Center under the age of twelve (12) and who are not registered with the Children Activity Center attendant must at all times be accompanied by an adult at least eighteen (18) years of age. A child under the age of twelve (12) who is not accompanied by such an adult must be registered with the attendant, and the Member responsible for such child must pay the applicable charges for unaccompanied children. An unaccompanied child under the age of twelve (12) who is not so registered will not be supervised, and none of Club LLC, Facility Owner, or the Club shall have responsibility for or liability with respect to such child’s presence at the Children Activity Center.

7. Alcoholic beverages will not be served or sold, or permitted to be consumed, at the Club in any manner prohibited by applicable law. No alcoholic beverages will be sold or served to any person not permitted to purchase the same under Mexican law and/or any applicable ordinances or regulations. All alcoholic beverages consumed or otherwise possessed at the Club must be sold by the Club and purchased at the Club. Facility Owner reserves the right, in its sole discretion, to refuse service of alcoholic beverages to any person who appears to be intoxicated.

8. Outside catering is not permitted. All food and beverages consumed on Club property or at any Club Facility must be furnished by the Club unless otherwise permitted by Facility Owner.

9. Commercial advertisements must not be posted or circulated at the Club, on Club property or at any Club Facility, nor may solicitation of any kind be made at the Club, on Club property or at any Club Facility, or on the Club’s stationery, without the prior written approval of Facility Owner.

10. The Club’s roster of Members and Primary Users may not be used for any solicitation or commercial purpose and may not be distributed to any person or entity other than a Member or Primary User, except by Club LLC. Petitions or commercial advertisements may not be originated, solicited, circulated, or posted on Club property or at any Club Facility at any time, except by Facility Owner.

11. Performances by entertainers on Club property or at any Club Facility will be permitted only for scheduled Club events or when authorization has been granted in writing by Facility Owner in advance for private functions.

12. Smoking is not permitted in any indoor area or dining facility of the Club or in any other Club Facility at any time. Smoking in outdoor areas of the Club property or any Club Facility is limited to designated smoking areas.

13. Pets or other animals, with the exception of qualified disability assistance dogs, are not permitted on Club property or at any Club Facility at any time. Qualified disability assistance dogs permitted by the immediately preceding sentence must be on a leash. Members are responsible for all damage or injury caused by an animal owned by the Member or any Permitted Club User for which such Member is responsible, or an animal under such Member’s or Permitted Club User’s control.

14. All complaints, criticisms, or suggestions of any kind relating to any of the operations of the Club and/or its personnel must be communicated directly to Management Personnel.

15. Users of the Club Facilities are not permitted to abuse or reprimand any Club personnel, orally or otherwise, and may not ask any such personnel to leave the Club property or any Club Facility for any purpose whatsoever.

16. Firearms and other weapons of any kind are not permitted on Club property or in any Club Facility at any time, with the exception of Mexican law enforcement officers on official business.

17. No Permitted Club User is allowed in the service or restricted areas of the Club Facilities.

18. No fireworks are permitted anywhere on Club property, in any Club Facility or in adjacent areas unless part of a fireworks exhibit organized and conducted by the Club.

19. Absent approval of Facility Owner, which shall be at its discretion, Members and their Permitted Related Users are not allowed to solicit for employment or to employ any individual who is employed by the Facility Owner, or Club LLC, or by any of their respective affiliates, or who was so employed within the prior three months. Any individual who was formerly employed by any of the entities referred to above is not permitted to enter upon The Club at Maravilla premises (e.g., a former employee hired as a nanny/baby-sitter by a Member). For a first violation of this provision, the Member in question shall be fined the sum of $10,000 (U.S.). In the case of a second violation, the Member shall be subject to expulsion from The Club at Maravilla.

20. These Rules are for the benefit of the Club, Club LLC and Facility Owner and may be enforced solely by the Club, Club LLC, Facility Owner, and their respective personnel, in their sole discretion. Personnel of the Club, Club LLC and Facility Owner will have full authority to enforce these Rules, and such personnel may report any infraction to Management Personnel.

21. Violation of any of these Rules or conduct in a manner prejudicial to the best interests of the Club, Club LLC, or Facility Owner, will subject the person in violation (and the Member responsible for such person) to disciplinary action in accordance with the Membership Plan and these Rules.

22. It is the policy of the Club, Club LLC, and Facility Owner not to discriminate against any individual because of the individual’s race, color, religion, sex, national origin, age, disability or marital status.

23. The Club is committed to preserving the exclusivity of the Club and the Club Facilities, and the privacy of all Permitted Club Users, and Permitted Club Users are entitled to an expectation of privacy. All persons using the Club and the Club Facilities shall respect and honor such expectation of privacy. To safeguard the privacy of Permitted Club Users, no unsolicited request shall be made for photo/video opportunities or autographs of any person present at or using the Club Property or any Club Facility, and the taking of photos or videos of any such person is prohibited, without such person’s permission. This prohibition includes, but is not limited to, posts to social media outlets. It is the obligation of each Permitted Club User to respect the privacy of all other Permitted Club Users.

GENERAL GUEST PRIVILEGES

1. It is the policy of the Club to accommodate Guests without inconvenience to the Members and in accordance with the provisions of the Membership Plan and these Rules. An “Accompanied Guest” is a Guest of a Member or Primary User who is present at the Club property or any Club Facility in the company of such Member or Primary User, and for all purposes under these Rules such Member shall be responsible for such Accompanied Guest. An “Unaccompanied Guest” is a Guest of a Member or Primary User who is present at the Club property or any Club Facility but is not in the company of such Member or Primary User, and for all purposes under these Rules such Member shall be responsible for such Unaccompanied Guest. Club LLC reserves the right to from time to time and at any time limit the number of Accompanied Guests and/or Unaccompanied Guests a Member may host on any given day or over the course of a Membership Year, and to limit the number of times a particular Guest may use the Club Facilities in any given Membership Year. No Unaccompanied Guests shall be permitted at Club Property or any Club Facility during the calendar week (Monday through Sunday) during which any of the following U.S. federal holidays occurs: (i) New Year’s Day, (ii) President’s Day, (iii) Martin Luther King Day (iv) Memorial Day, (v) Thanksgiving, and (vi) Christmas. In addition, Accompanied Guest or Unaccompanied Guest privileges and Guest access to certain Club Facilities may be limited or restricted by Club LLC or Facility Owner during peak seasonal periods of use or at other times designated by Club LLC or Facility Owner to protect the Members’ use and enjoyment of the Club Facilities. Written notification of any such additional limitation will be given by Management Personnel, which notice may be given by posting in a place on the Club’s office where such posting will be visible to Members.

2. As required by the Membership Plan, Club LLC will maintain at the Club offices a current Fee Schedule, stating, among other things, the amount of the Initial Club Fee, the amounts of Daily Fees and the amounts of User Fees as of the date of the Fee Schedule. Any Daily Fees or charges incurred by the Guest(s) of a Member will be the responsibility of that Member, as set forth in the Membership Plan.

3. A Member must register the names of all Guests for which such Member is responsible with Management Personnel and complete the guest authorization form provided by the Club prior to the arrival of those Guests on Club property or at any Club Facility. Guests may not invite any other person to the Club.

4. Members or Primary Users, as applicable must accompany their Guests while on Club property or at any Club Facility, except in instances of Unaccompanied Guest visits approved by Club LLC, Facility Owner and/ or Management Personnel. As provided in the Membership Plan and these Rules, Members are responsible for the conduct of their Guests at all times. If the manner, deportment, or appearance of any Guest is determined to be unsatisfactory by Facility Owner and/ or the Club’s Director, such Guest(s) may be required to leave the Club property and/or any Club Facility.

5. A Member may not have more than one hundred twenty (120) Guest days per calendar year, unless Club LLC determines, in its sole discretion, that an exception is in the best interest of the Club. For purposes of clarity, each day a Guest of a Member uses any Club Facility, one (1) Guest Day for the applicable Member shall be deemed to have been used, and in the event that more than one (1) Guest of a Member uses any Club Facility on a single day, one (1) Guest day for the applicable Member shall be deemed used for each such Guest. By way of example, if four (4) Guests of a Member use any Club Facility on a single day, four (4) Guest days of the Member will have been deemed to be used. For purposes of this calculation, a Guest is anyone over sixteen (16) years of age.

6. Unaccompanied Guests at the Club must be registered at least twenty-four (24) hours in advance with Management Personnel. Unaccompanied Guests are required to stay in a Member’s residence at Maravilla. Unaccompanied “day visits” by Guests are not allowed without the prior permission of Management Personnel. A Member may not have more than forty (40) Unaccompanied Guest days per calendar year. All Unaccompanied Guest visits to the Club are included in the one hundred twenty (120) Guest days per calendar year limit as described above.

7. Members will be charged a Daily Fee for each Guest of such Member in accordance with these Rules and the Membership Plan.

ATTIRE

1. Permitted Club Users, while at the Club property or any Club Facility, should dress in a fashion befitting the surroundings and atmosphere provided in the setting of the Club and in accordance with these Rules. Members and Primary Users should advise their spouses, Significant Others, Permitted Relatives, Permitted Related Users and Guests of the Club’s dress requirements.

2. Gentlemen and ladies are requested to dress in a fashion compatible with the appropriate occasion and in accordance with these Rules.

3. The Club’s dress standards may be changed or waived by Management Personnel from time to time for special activities and functions.

CHILDREN

1. Members and Primary Users are responsible for the conduct and safety of all children under their supervision when on the Club Property or at any Club Facility, and for all children using any Club Facility as a Guest of such Member or Primary User.

2. Children under the lawful drinking age are not permitted in any lounge or bar area unless accompanied by an adult at least eighteen (18) years of age.

3. Children under twelve (12) years of age are not allowed at the Club unless accompanied and supervised by an adult at least eighteen (18) years of age, except for Club Facilities or Club activities specifically designated for children under twelve (12) years of age.

GRATUITIES

1. Cash tipping is not permitted by Permitted Club Users.

2. Members will have the opportunity to contribute annually to a voluntary Club personnel fund that will be distributed equitably to Club personnel.

MEMBER ACCOUNTS

1. Each Member shall establish and maintain an account (each, a “Member Account”) for the payment of Daily Fees, User Fees, and other amounts other than Club Dues which the Member may from time to time owe with respect to his, her or its Membership.

2. In connection with such Member Account, the related Member shall promise Club LLC, or as directed by Club LLC, the operator of the Club they will pay their statement monthly including all amounts billed to the Member with respect to Daily Fees, User Fees, beverage, merchandise and service charges and other fees and charges, together with any applicable late fees and interest charges via wire transfer or ACH.

3. A Member or Primary User is entitled to charge privileges at the Club so long as his, her or its Membership and Member Account are in good standing. Any dispute of any charge to a Member Account must be made within thirty (30) days after the Member receives the member statement showing such charge, and by written complaint describing such charge and the nature of the dispute relating thereto addressed and delivered to the Club’s accounting staff.

4. All User Fees, Daily Fees and food, beverage, merchandise and service charges and other fees and charges incurred at the Club and charged to the Member’s Member Account shall be charged directly to the bank account designated by such Member for such charges. Such charges shall be due and payable immediately after such charges are incurred.

5. Members may choose to pay their Club Dues via bank account by making the appropriate arrangements with the Club through the Club’s accounting staff. Any Member that makes the appropriate arrangements with the Club to pay Club Dues via bank account agrees to pay directly to the Club any amount of such Club Dues not paid by such Member’s bank.

6. A Member shall pay the Club Dues for his, her or its Membership for a given Membership Year not later than the Club Dues payment date set forth in, or established pursuant to, the Membership Plan (the “Dues Payment Date”).

7. A Member failing to pay (i) the amount of any Club Dues within thirty (30) days after the related Dues Payment Date; or (ii) any amount due under his, her or its Member Account in full within thirty (30) days after the date on which such charge was incurred (whether such failure exists by reason of the Member’s bank failing to honor or pay such charge or otherwise), will be delinquent with respect to such amount, and such Member’s Member Account and/or Club privileges shall be subject to suspension by Club LLC until the delinquent amount is paid in full. Any delinquent amount will be subject to a one and a one-half percent (1.5%) late payment charge per month, but not to exceed the maximum amount permitted by law. The late payment charge shall accrue beginning thirty (30) days after the date on which the related amount was first due and shall remain effective until the delinquent amount is paid in full. A Member whose Member Account is suspended by reason of delinquent charges may be charged a reinstatement fee to reactivate that Member Account.

8. If a Member fails to pay (i) the amount of any Club Dues within ninety (90) days after the related Dues Payment Date; or (ii) any amount due under his, her or its Member Account in full within ninety (90) days after the date on which such charge was incurred (whether such failure exists by reason of the Member’s bank failing to honor or pay such charge or otherwise), such Member’s Membership shall be subject to termination by Club LLC. In addition, and whether or not such Membership is so terminated, Club LLC and/ or Facility Owner shall have the right to take any other action permitted by law to collect the delinquent amount.

9. Delinquency of owners’ association accounts is deemed harmful to the Club and the Members. The Club shall have the right to suspend membership privileges in the Club at any time there is a delinquency with respect to an owners’ association account relating to a property in the Vista Serena community with which a membership is associated, at the request of the board of directors of the owners’ association in question, until the delinquent account is paid in full. In addition, in the event a Member or related person is delinquent in the payment of any amount owed to an affiliate of the Facility Owner connected in any way with the community, the Club shall have the right to suspend membership privileges until the delinquent amount has been paid in full.

MEMBER CONTACT INFORMATION

1. Each Member shall be responsible for filing with the Club, in writing and on a form provided by Club LLC, such Member’s mailing address, e-mail address and telephone number to which all communications relating to the Club and such Member’s Membership shall be directed. Notices and other communications from the Club can be sent by e-mail. A Member shall be deemed to have received notices and other communications from the Club ten (10) days after they have been mailed to the mailing address on file with the Club, or when sent if sent by e-mail. In absence of the related Member’s mailing address or e-mail address being filed with the Club, any mailing may be mailed to such address as the Club may determine is most likely to cause its prompt delivery.

2. Members must notify the Club in writing of any change of address or e-mail address. Failure to do so will constitute a waiver of the Member’s right to receive Club notices, bulletins and any other communications from Club LLC, Facility Owner or the Club, and a violation of these Rules.

3. Each Member shall provide, on a form provided by Club LLC, the name, address, and telephone number for (i) such Member’s Primary User, if any; (ii) such Member’s or Primary User’s spouse or Significant Other; and (iii) such Member’s or Primary User’s Permitted Relatives or Permitted Related Users, as applicable.

RESIGNATION OF MEMBERSHIP

1. A Member may resign his, her or its Membership in the Club only by delivering written notice of such resignation to the Club Membership Director, as required by the Membership Plan.

2. Notwithstanding any such resignation by a Member, such Member will remain liable for any amounts due and unpaid on the Member’s Member Account and any Annual Dues, Special Dues, Daily Fees, User Fees and other fees and charges then due and payable with respect to the related Membership.

PERSONAL PROPERTY

1. Neither Club LLC nor Facility Owner will be responsible for any loss or damage to any personal property used or stored on Club property. Any such personal property which is left, without payment of any applicable storage charge, in or on Club property or at any Club Facility for six (6) months or more may be disposed of or sold by Facility Owner, with or without notice, at a public or private sale, and any proceeds of any such sale will be received by Facility Owner.

2. Property or furniture belonging to the Club is not to be removed from any area or from the Club property or any Club Facility without written authorization from Facility Owner.

RESERVATIONS AND CANCELLATIONS

1. Reservations are required for most Club activities, and will be accepted on a first-come, first-served basis by registering with the appropriate Club personnel. Other rules set forth herein state reservation and/or cancellation requirements with respect to certain Club Facilities, Club amenities and Club events, and those rules shall govern reservations and cancellation for such Club Facilities, Club amenities and Club events.

2. Dinner reservations may be required as from time-to-time as determined by Facility Owner. Reservations for parties of more than ten (10) persons will be accommodated on an “as available” basis.

3. For all Club functions held in the Club dining rooms, tables will be assigned on a first call first-choice basis. Reservations for special tables will not be accepted.

4. Reservations for dining will be held for only fifteen (15) minutes after the reserved time.

5. Reservations for Club events should be made at least two weeks in advance. Cancellations of event reservations must be made at least forty-eight (48) hours before the related event. If a Member does not cancel an event reservation made by such Member forty-eight (48) hours in advance, such Member will be charged for each person for which a reservation was made. The Club may require a non-refundable deposit for banquet or other event reservations.

6. Additional event reservation policies and/or requirements may be imposed by the Club.

THEATER RULES

1. Requests for private movie viewings must be made in advance through the Twin Dolphin app. Private viewings may be restricted to certain hours and times of year. The Club reserves the right to restrict requests for private viewings.

2. Open viewings scheduled and open to all Members will be limited to an R-rating or under. It is at the Member’s or Primary User’s discretion to determine if the movie is appropriate for family members and/or Guests. A schedule of open viewings will be posted in and around the Club.

3. Proper attire for movie viewing is requested. Wet or damp swim attire is not permitted in the theater.

CLIMBING WALL RULES

1. Members and other Permitted Club Users may only use the climbing wall with the assistance of Club personnel. Requests to use the climbing wall can be made in advance through the Twin Dolphin app or with the Club activity attendant on duty at the climbing wall.

2. Members and other Permitted Club Users must wear all safety equipment and follow directions provided by Club personnel.

POOL AND SPLASH PAD RULES

1. Use of any of the Club pools, hot tubs, cold plunge pools or splash pads at any time is at the user’s own risk. Any injuries or accidents must be reported to the attendant immediately.

2. Children twelve (12) years of age and younger, and children who cannot swim (regardless of age), must be always accompanied by a parent or guardian while in any of the pool or splash pad areas.

3. The use of the adult pool and hot and cold plunge pools at the spa is intended for adults of at least eighteen (18) years of age only. Families who wish to utilize the adult pool with or for their children should inquire with Management Personnel.

4. Children must be at least three (3) years of age and toilet trained to use the pools or splash pad areas. Children wearing swim diapers are permitted in Club pools at Management Personnel’s discretion.

5. Swimming in any pool or hot tub and use of the splash pad areas is permitted until 8 PM.

6. Showers are required before entering any pool.

7. Bottles, glass objects, drinking glasses and sharp objects are not permitted in the pool or splash pad areas. Trash must be placed in the containers located throughout the pool and splash pad areas.

8. Food is allowed only in designated areas of the pool and splash pad areas.

9. Pool and splash pad users must wear appropriate swimming attire; cut-offs, dungarees and Bermuda shorts are not considered appropriate. Proper non-swim attire is required at all times in Club buildings, other than in the locker rooms. Shoes or other foot coverings and caftans or shirts must be worn outside the pool and splash pad areas.

10. Radios, music players, televisions, personal computers, and computer tablets may be operated in pool and splash pad areas if played at a sound level and with visual displays which are not offensive to Club personnel or users of the pool and splash pad areas.

11. Animals, bicycles, skateboards, play balls of any type (except as specifically permitted below) and coolers are prohibited in the pool and splash pad areas.

12. Lifesaving and cleaning equipment must be used only for the purposes intended.

13. Running and hazardous activity is prohibited in the pool and splash pad areas. Pushing, dunking and potentially dangerous games are also prohibited.

14. Diving is prohibited.

15. Fishing, spear fishing and snorkeling equipment, other than a mask and snorkel, are prohibited in the pool areas except as part of an organized course of instruction approved by Management Personnel.

16. Club personnel have the authority to expel from the pool or splash pad areas anyone who fails to cooperate in following these Rules or whose conduct is otherwise unbecoming of a user of such areas.

17. Except for events organized by the Club, Member social events are not allowed at or on the pool, pool deck and splash pad areas without the authorization of Management Personnel.

18. All persons using pool furniture are required to cover the furniture with a towel when using suntan oils and lotions. The use of these oils and lotions could stain or damage the furniture.

19. All persons using the pool and/or splash pad areas are to cooperate in keeping the area clean by properly disposing of towels, cans, etc.

20. Flotation devices are permitted in pools for non-swimming children up to five (5) years of age. Small toys such as soft balls, water guns, rings, etc., may be permitted, depending on the number of persons in the pool and the manner in which the toys are used. Tire inner tubes are not permitted in any pool area. Rafts are permitted only if provided by the Club.

21. Persons who leave a pool area for more than thirty (30) minutes must relinquish lounges and chairs by removing all towels and personal belongings. Saving chairs for persons absent from a pool area is prohibited.

TENNIS RULES

1. The Rules of Tennis of the U.S. Tennis Association shall apply at all times, except when in conflict with any local rules and any of these Rules.

2. Court reservations may be made, on an “as available” basis, by visiting the Club in person or through the Twin Dolphin app. No standing reservations will be made.

3. All players for a reserved court time must register at the Club ten (10) minutes prior to court time, and if such players fail to timely register, (i) the court time may be released to other players; and (ii) the players may be charged a fee in an amount to be determined by Club LLC or Facility Owner.

4. Players who fail to cancel a court reservation at least four (4) hours prior to the reserved time may be charged a fee in an amount to be determined by Club LLC or Facility Owner.

5. At the end of the reserved time, the players must promptly relinquish the reserved court to the next players. Once a player is off the court, the player may reserve the next available court time.

6. Singles may reserve a court for seventy-five (75) minutes, and doubles may reserve a court for ninety (90) minutes, except as may be otherwise required by Club personnel.

7. Proper tennis attire is required.

8. Animals, skateboards, bicycles, roller blades and similar items are always prohibited at the tennis courts and facilities.

9. Etiquette shall be observed at all times. Throwing racquets, horseplay, profanity, disruptive conduct, and indiscreet behavior at the tennis facilities are prohibited.

10. Use of the tennis courts and facilities shall be always subject to the control of Club personnel. Club personnel shall determine the suitability of courts for use. Tennis courts and facilities may be closed when necessary or appropriate for weather conditions, safety reasons and/or maintenance and/or repair.

11. Club personnel may close tennis courts and facilities for special events.

SPA RULES

1. All Permitted Club Users are entitled to participate in spa programs which may be offered by the Club, and to utilize spa services, amenities, equipment, and facilities as they may exist from time to time, subject to payment of any fees, space availability, and these Rules.

2. Only persons at least sixteen (16) years of age are permitted in the spa and no person under such age shall be permitted access to the spa or use of any spa services, amenities, equipment and facilities; provided, however, that children under the age of sixteen (16) years of age may be permitted to use the spa amenities, equipment and facilities at the discretion of Management Personnel, and with the prior written approval of at least one (1) parent. Children under sixteen (16) years of age are permitted in the spa if they are accompanied at all times by an adult at least eighteen (18) years of age.

3. Pets and other animals are absolutely prohibited in the spa, other than as required to comply with applicable law relating to disability assistance.

4. Regular operating hours of the spa will be posted at the spa. From time to time, the hours of spa operation may be changed.

5. Members and Primary Users are permitted to bring their Guests to the spa, subject to the policies and procedures specified by the Club. A User Fee may be charged for each such Guest using the spa, in addition to fees and charges for specific spa services. All Guests, upon entry to the spa, must sign in and register.

6. All exercise classes and class times shall be determined by the spa operator and may be changed from time to time. Management Personnel shall determine the right of admission for trainers not employed by the spa. Personal exercise trainers not employed by the spa will be permitted to conduct personal exercise training programs in the spa at the request of and with the authorization of a Member. Such Member and exercise trainer must, prior to starting any such training program, (i) complete and sign an authorization

and standard of conduct form provided by the Club, and (ii) pay any applicable fee charged by the Club.

The requesting Member assumes all liability and responsibility for the actions and behavior and any injury or damage caused by or attributable to such trainer.

7. Upon arrival at the spa and before using any spa service, amenity, equipment or facility, a Permitted Club User must register with the spa attendant.

8. Spa appointment cancellations must be made at least twenty-four (24) hours in advance, or the Member will be billed at a rate of one hundred percent (100%) for the service for which the appointment was made.

9. Arrival at the spa fifteen (15) to twenty (20) minutes prior to service is recommended to relax and prepare for the service. Late arrival for an appointment may result in the appointment being shortened to allow spa personnel to be on time for the next appointment.

10. Casual workout attire is acceptable for the spa.

11. Cell phones in spa areas must be on silent mode.

STEAM ROOM FACILITIES

1. Nothing in these Rules is intended to provide any, be or shall be constructed as, medical advice, and each user of a steam room facility should obtain the advice of a physician before using such steam room facility. Management Personnel may require proof that a person has obtained a physician’s determination that use of steam room facilities by such a person is appropriate prior to such person using such facilities.

2. A steam room will produce dry and moist heat and generally reach temperatures above one hundred five (105) degrees Fahrenheit. A person should therefore remain in a steam room only for such time as such user’s physician has advised such person is appropriate.

3. Pregnant women should use a steam room only after obtaining a physician’s advice that such use is appropriate.

4. A steam room is not to be used under the influence of alcohol or narcotics, or after taking antihistamines, tranquilizers, vasoconstrictors, vasodilators, or stimulants.

5. Elderly people and those who suffer from diabetes, heart disease or high/low blood pressure should not use a steam room.

6. A steam room facility should not be used on a full stomach and a person should wait at least two (2) hours after a heavy meal before using a steam room facility.

7. Following a strenuous exercise period, a person should not go directly into a steam room. Such person should rest and cool down and allow his or her pulse to return as close as possible to its resting rate before entering the steam room.

8. No magazines or newspapers are permitted in any steam room facility. No water or any other liquid is to be poured on or over any rocks or any heating element in any steam room facility.

9. No glass, metal, sharp object, or hazardous material of any kind are allowed in any steam room facility.

FITNESS CENTER, FITNESS PALAPA & OUTDOOR GYM

1. Regular operating hours for the fitness facilities will be posted by the Club and may be changed from time to time.

2. Prior to the use of any fitness facilities, a Permitted Club User may be required to sign a waiver of liability confirming that such user agrees to the use the fitness facilities at his or her sole risk.

3. Nothing in these Rules is intended to provide any, be or shall be constructed as, medical advice, and each user of a fitness facility or equipment should obtain the advice of a physician before using any such fitness facility or equipment. The Club’s Director may require proof that a person has obtained a physician’s determination that use of fitness facility equipment by such person is appropriate prior to such person using any such equipment. All persons using the fitness facilities should be in good physical condition and have no physical, psychological, or other medical condition, disability, impairment, or ailment, chronic or otherwise, which would preclude, impair, or prevent him or her from using the fitness facilities and equipment in a safe manner, or engaging in active or passive exercise. All fitness facilities and equipment users assume the full risk of injury and responsibility for damage to their health as a result of the use of any fitness facility equipment.

4. A fitness facilities or equipment user with any health or physical condition affecting the use of any fitness facility or equipment by such user should first consult his or her physician before using any of the fitness facilities or equipment and notify the fitness facility personnel upon entrance to the fitness facilities of the fact that such person has so consulted a physician.

5. Members and Primary Users are permitted to bring their Guests to the fitness facilities, subject to the policies and procedures specified by the Club. A User Fee may be charged for each such Guest using the fitness facilities, in addition to fees and charges for specific fitness facility services. All Guests, upon entry to the any fitness facility, must sign in and register with the fitness facility personnel.

6. All weights and other equipment must be returned by a user to the proper places at the completion of use of such equipment.

7. Casual workout attire is acceptable at the fitness facilities, such as tee-shirts, tank tops, gym shorts or warm-up pants for men, and leotards, tights, tee-shirts, tank tops, gym shorts or warm-up pants for women.

8. Pregnant women should use the fitness facilities only after obtaining a physician’s advice that such use is appropriate.

9. Smoking is prohibited at the fitness facilities.

10. It is the responsibility of each person using any fitness facility or equipment to obtain instruction regarding how to use such facility or equipment prior to using such facility or equipment, and the fitness facilities and equipment are only to be used in accordance with such instructions.

11. No clothing or other personal items may be stored under benches or in the areas of the fitness facilities other than those designated for the temporary storage of clothing or other personal items.

12. Children under sixteen (16) years of age are not permitted to use the fitness facilities, unless accompanied and supervised by an adult at least eighteen (18) years of age.

13. Horseplay, profanity, disruptive conduct, and indiscreet behavior at the fitness facilities are prohibited.

14. Radios, music players, televisions, personal computers, computer tablets and the like may be operated at the fitness facilities if played at a sound level and with visual displays which are not offensive to fitness facilities personnel or other users of such facilities.

15. All users of the fitness facilities and equipment assume full risk of loss and responsibility for injuries and/ or damage to their health resulting from such use.

GOLF CARTS

All golf carts brought onto Club property and not provided by the Club shall be subject to and comply with the following rules and regulations:

1. Golf carts present at Club property must (i) comply with the appearance and other standards set forth in any applicable rules adopted by the Master Administrator of the Vista Serena Master Condominium Regime, and (ii) be used and operated in a safe and prudent manner.

2. Members using or operating, or permitting another person to use or operate, a golf cart on Club property shall be fully responsible for any and all damages caused by such use and operation, and such Member shall reimburse Club LLC and Facility Owner for any and all damages they may sustain by reason of such use and operation.

3. In the event a golf cart operator or user is involved in an accident on Club property resulting in an injury or property damage, the operator or user must immediately notify the appropriate law enforcement agency and Management Personnel or security personnel.

4. Members must ensure that their carts are operated an d/or used on Club property only by licensed drivers who will operate the carts in a safe, prudent manner and in accordance with all governmental regulations.

5. Violations of these Rules relating to golf carts may result in Club LLC’s revocation of golf cart privileges with respect to Club property.

6. Coolers are not permitted on golf carts operated or used on Club property unless provided or approved by Management Personnel.

ATTORNEYS FEES AND COSTS

If Club LLC commences any legal action to collect any delinquent amount owed by any Member, or to enforce any provision of the Membership Plan, the Membership Agreement or these Rules, and if judgment is obtained by Club LLC, the Member shall also be for all costs and expenses of such legal action and reasonable attorney’s fees and related costs incurred by Club LLC in connection with such action, including without limitation any such fees and costs incurred in connection with appellate proceedings. Notwithstanding the foregoing, if the Club retains legal counsel to pursue collection of a delinquent account, but which does not involve the commencement of a legal action related thereto, the Member in question shall be liable for reasonable attorneys’ fees incurred by the Club in this regard.

STANDARD FOR ACTIONS AND DECISIONS: DELEGATION

Any action, decision, determination, or exercise of any right by Club LLC, Facility Owner and/or Management Personnel under these Rules shall be taken or not taken, exercised, or not exercised and/or made or not made, in the sole and absolute discretion of Club LLC, Facility Owner and/or Management Personnel, as applicable. Each of Club LLC, Facility Owner and Management Personnel shall have the right to from time-to-time delegate any of its rights and decision-making powers hereunder to other agents, representatives and/or personnel of Club LLC, Facility Owner and/or the Club or its service providers.

DISCIPLINE

1. Members are responsible for their own conduct and the conduct of their Permitted Club Users. Any Member whose conduct, or who is responsible for another Permitted Club User whose conduct, is determined by Club LLC to (i) violate these Rules, (ii) be likely to endanger or otherwise harm the welfare, safety, harmony or good reputation of the Club or its Members, or (iii) otherwise be improper, may be reprimanded, fined, or have all privileges associated with such Member’s Membership suspended or terminated by Club LLC. In addition, any other Permitted Club User for whom such a Member is responsible may be prohibited from further presence at or use of the Club or any Club Facility. Club LLC shall have the sole right to determine what constitutes improper conduct, but improper conduct will include without limitation; (1) failing to meet eligibility for Membership; (2) submitting false information to Club LLC or the Club; allowing a Membership to be used by another person other than as expressly permitted by the Membership Plan, the Membership Agreement and/or these Rules; (4) failing to pay any amount owed to Club LLC or the Club in a proper and timely manner; (5) failing to abide by the Membership Plan, the Membership Agreement and/or these Rules; (6) abusing personnel of Club LLC, Facility Owner or the Club, or any service provider; (vii) conviction of the Member, or any Permitted Club User for whom such Member is responsible, of either of any felony or other crime involving dishonesty or which otherwise renders the person convicted unsuitable for participating in Membership and/or Club activities; or (7) acting in a manner incompatible with the standard of conduct of membership or which would likely injure the reputation of Club LLC, Facility Owner, the Members or the Club.

2. A Member shall be notified by Club LLC in writing of any allegation by Club LLC that such Member, or any other Permitted Club User for whom such Member is responsible, has committed or engaged in any violation of these Rules and or other improper conduct for which Member or Permitted Club User should be disciplined, and such notification (a “Notice of Pending Discipline”) shall include (i) a description of the Rules violation or other improper conduct alleged, (ii) a statement of Club LLC’s proposed disciplinary action, and (iii) a statement that such Member will be given an opportunity to be heard by Club LLC regarding why such Member or other Permitted Club User should not be disciplined. Club LLC’s Notice of Pending Discipline shall be sent to the address at which other notices by Club LLC are to be sent to such Member. If such Member desires such an opportunity to be heard, such Member shall give written notice of such Member’s request for a hearing (a “Request for Hearing”) to Club LLC, by delivering such Request for Hearing to the Club’s Director of Membership within twenty (20) days after such Member’s receipt of the related Notice of Pending Discipline. Club LLC shall then set a time and a date (not less than twenty (20) days after Club LLC’s receipt of such Request for Hearing) for a hearing. Pending such hearing and Club LLC’s decision thereon, such Member shall continue to enjoy the privileges of the Club pursuant to the Membership Plan, the applicable Membership Agreement, and these Rules. Notwithstanding the immediately preceding sentence, however, Club LLC may, without notice and without a hearing, immediately suspend some or all privileges associated with the related Membership without a hearing to (1) protect the safety and security of the Club and the users thereof; (2) comply with applicable law; and/or (3) avoid continuance of such improper conduct or any violation of applicable law, in which event Club LLC shall give the related Member written notice of such suspension within a reasonable time after such suspension.

3. In the event (i) such Member does not timely delivery of Request for Hearing, or (ii) after such a hearing, Club LLC determines that any improper conduct has occurred, Club LLC may restrict or suspend some or all of the Club privileges of the Member or other Permitted Club User determined to have engaged in such improper conduct or suspend or restrict the privileges associated with the related Membership, or expel the Member and terminate the Membership. No Member is entitled, on account of any such suspension, restriction, or termination, to any refund of any amount paid to Club LLC, Facility Owner, or the Club. During any suspension or restriction, Club Dues and other all other charges associated with the Membership involved shall continue to accrue and shall be paid in full prior to the reinstatement of the Membership as an unrestricted Membership in good standing.

4. All membership privileges shall cease upon termination of such Membership.