TERMS OF SERVICE AGREEMENT EXHIBIT A
MEMBERSHIP PLAN

Radical Play Management, LLC, a Texas limited liability company (“Manager”), hereby establishes this Membership Plan (the “Membership Plan”) to govern membership in the Club.

INTRODUCTION

MISSION STATEMENT:

We spark imaginations, stir up play, and sprinkle a little magic into everyday moments—creating memories that stick, connections that matter, and joy that elevates a family’s well-being.

MEMBERSHIP OPPORTUNITY:
This Membership Plan describes the membership opportunities in the Club. Membership in the Club provides access to outstanding social, swim, play, health and fitness facilities, as more fully described hereinafter.

The following primary categories of non-equity membership are being offered in the Club: Family Membership.

CAREFULLY REVIEW ALL MEMBERSHIP DOCUMENTS:
Every candidate for membership should carefully read this Membership Plan and all of the referenced documents and should seek professional advice to evaluate these documents.

SPECIAL MEMBERSHIP BENEFITS:
Membership in the Club provides a number of benefits. A brief description of some of the 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 Special Membership Benefits paragraph shall have the meaning ascribed to them hereinafter in this Membership Plan):

1. Immediate Family Privileges – Children up to the age of 18. In the case of a Family Membership, the Member’s Immediate Family Members are entitled to the same use privileges as the Member (with respect to specified facilities included in individual memberships) without having to pay additional membership dues, subject to provisions hereinafter.

2. Inheritability. Upon the death of a Member who holds a Family Membership, the membership can be transferred to the surviving spouse without the payment of an additional Initiation Fee.

3. No Assessments. Members are not subject to operating or capital assessments by the Club.

RELY ONLY ON INFORMATION IN THIS MEMBERSHIP PLAN:
No person has been authorized to give any information or make any representations not contained in this Membership Plan and the other documents governing membership in the Club and, if given or made, such information must not be relied upon as having been authorized by the Club. In the event of a conflict between the terms of membership contained in the Membership Plan, the Rules and Regulations and the Terms of Service Agreement (referred to hereinafter), on the one hand, and other printed materials, on the other hand, the Membership Plan, Rules and Terms of Service Agreement shall govern.

Any decision, determination, approval or the like by the Club as provided in this Membership Plan, unless otherwise indicated, shall be made in the Club’s sole and absolute discretion and the word “discretion” when used herein shall mean sole and absolute discretion. Where this Membership Plan refers to the “Club” making a decision or determination, or otherwise taking action, the reference shall be deemed to be to Manager or its designees (including each Sub-Manager).

MEMBERSHIPS ARE OFFERED FOR RECREATIONAL PURPOSES ONLY:
Memberships in the Club are being offered exclusively for the purpose of permitting Members the recreational use of the Club Facilities. Memberships should not be viewed as an investment and no Member should expect to derive any economic profits from membership in the Club. No federal, state or local authority has passed upon or endorsed the merits of this Membership Plan or other documents governing membership in the Club.

MEMBERSHIP IS BY INVITATION ONLY:
Membership in the Club is by invitation only. Candidates for membership must submit a Proposal for Membership (“Application”) in a form provided by the Club and must be invited in order to become a Member. Additional information in this regard is provided hereinafter.

MEMBERSHIP OFFICE AVAILABLE TO ANSWER INQUIRIES:
All inquiries regarding membership in the Club or this Membership Plan and referenced documents should be directed to the Club membership staff. Any staff member of the Club can help direct you to the right person.

MEMBERSHIP PLAN PROVISIONS

1. Definitions.

Capitalized terms throughout this Terms of Service Agreement shall have the meanings set forth in this Section 1. All other capitalized terms have the meanings ascribed to them throughout this Membership Plan.

(a) “Club” means private membership program and related services offered and operated by Manager and/or its designees, including the suite of recreational, social, wellness, and family-oriented services, experiences, and programs curated for Members, regardless of physical location.

(b) “Club Amenities” means the events, amenities, and services offered by the Club to its Members following the Club Facilities Completion Date which may include, but not be limited to the events, amenities, and services listed in Exhibit A as may be amended, revised, or supplemented from time to time in Manager’s sole discretion.

(c) “Club Facilities” means the facilities offered by the Club to its Members, wherever located, and may include, on and after the Club Facilities Completion Date, that certain real property, improvements, and related facilities located at 10405 E Northwest Highway in Dallas, Texas as the location for the Club, which includes, but is not necessarily limited to, the following (as may be amended from time to time), (i) a clubhouse featuring dining and lounge facilities, meeting rooms, (ii) a fitness center with men’s and women’s locker rooms, (iii) children’s nursery, toddler play areas and an entire floor for older kids; (iv) a pool (and a children’s pool), (v) outdoor patios, and (vi) an outdoor playground.

(d) “Club Facilities Completion Date” means the date upon which the construction of the Club Facilities is complete available to Members in the Club’s sole discretion.

(e) “Extended Family Members” are all family members of a Member other than Immediate Family Members.

(f) “Family Members” means collectively Extended Family Members and Immediate Family Members.

(g) “Family Membership” means the category of membership in the Club reserved for families.

(h) “Immediate Family Members” means a Member’s spouse or Significant Other and the children of either spouse or Significant Other who are unmarried and up to the age of 18.

(i) “Initiation Fee” means the applicable membership admission payment in effect for the type of membership in question at the time as set forth in each the applicable Terms of Service Agreement.

(j) “Manager” means Radical Play Management, LLC, a Texas limited liability company.

(k) “Member” means each holder of a membership in the Club who has: (i) submitted an Application to Manager which has been approved by Manager in its sole discretion, and (ii) executed a Terms of Service Agreement which has been countersigned by Manager and which has not been terminated by Manager.

(l) “Membership Fees” means the applicable Initiation Fee and all membership dues, fees and charges together with any applicable sales tax, or other taxes with respect thereto.

(m) “Membership Plan” means this Membership Plan of the Club, as amended from time to time in the Manager’s sole discretion.

(n) “Membership Year” means the 12-month period commencing January 1 and ending December 31, unless otherwise established by the Club from time to time.

(o) “Owner” means Radical Play 1, LP, a Texas limited liability company.

(p) “Rules and Regulations” means those certain Club House and Grounds Rules (as amended, modified or supplemented by the Manager from time to time) attached hereto as Exhibit B and incorporated herein as if fully set forth.

(q) “Significant Other” means an individual cohabitating with a Member in the same household as a family unit.

(r) “Terms of Service Agreement” means each agreement between Manager and a Member for membership in the Club.

2. Membership Features and Facilities.

(a) Membership Plan Generally. The Membership Plan, Rules and Terms of Service Agreement set forth the rights, privileges and obligations of membership in the Club. The Club reserves the right to amend, modify or supplement the Membership Plan and Rules in its sole discretion.

(b) Club Facilities. The Club will offer Member access to the Club Facilities pursuant to the terms hereof and each Terms of Service Agreement, provided that, Club reserves the right, in its sole and absolute discretion, to add to (either on or off site), eliminate, modify, or otherwise alter the nature, scope, quantity, or availability of any of the Club Facilities, including but not limited to buildings, amenities, services, or programs, at any time and from time to time. The Club shall have no obligation to maintain any particular facility or service, and no such change shall entitle any Member to a refund, reduction in dues or fees, or any other compensation, unless expressly provided otherwise in writing by the Club.

(c) Additional Club Facilities. Access to additional facilities which are added to the Club Facilities shall be on such terms as are determined by the Club. The Club may, in its discretion, allow all Members or only those Members in the membership category(ies) designated by the Club to use the additional facilities, increase dues for all Members or only those Members in the designated category(ies) of membership having access to such additional facilities in order to defray the operating costs associated therewith, or give Members in one or more categories the option to use the additional facilities upon payment of an additional Initiation Fee, other charge and/or increased membership dues.

(d) Activities and Events. The Club is committed to conducting activities and events that are appealing to Members, their Immediate Family Members and guests. The Club will conduct enrichment, cultural and educational programs and activities for all ages. A monthly calendar of activities and events will be made available to the membership of the Club.

(e) Interactive Applications. The Club uses Slack as its main channel, which enables Members to obtain up-to-date Club information. The Club will introduce a booking app to make reservations to use Club Facilities and event spaces.

(f) Ownership and Operation of Club Facilities. Owner owns the Club Facilities and related land upon which they have been constructed. Owner has entered into a management agreement with Manager for the use of the Club Facilities (the “Management Agreement”) which includes a license to use the Club Facilities. Manager is the sponsor of the membership program at the Club and operates the Club Facilities. Manager may enter into one or more sub-management agreements to delegate certain aspects of the management of the Club to one or more sub-managers (each a “Sub-Manager”).

(g) Each Member shall acknowledge and agree in each Terms of Service Agreement that the Club Facilities may not be completed or constructed as of the effective date of such Terms of Service Agreement, and that no assurances or guarantees are made regarding the completion, timing, or operation of the Club Facilities. Members who join before construction accept the risk that the Club may not be built, and further acknowledge the value of the services and opportunities that come with membership privileges currently associated with Club membership prior to the Club Facilities Completion Date, and no refund, claim, or cause of action shall arise solely due to non-completion of the Club Facilities.

3. Membership Categories and Privileges.

(a) Membership Categories. The Club currently offers one membership category: Family Membership. The Club reserves the right to introduce new membership categories at any time, or from time to time, that may be either an upgrade or downgrade from the current Family category.

(b) Description Of Membership Privileges. a Member will be entitled to use the Club Facilities in accordance with the Member’s category of membership and the terms and conditions of this Membership Plan, the Rules and Regulations, and the Terms of Service Agreement, each as amended, modified or supplemented. The membership privileges currently associated with each category of membership are as follows:

(i) Prior to the Club Facilities Completion Date, Club events, which may include, but not be limited to, fitness classes, pool parties, dining opportunities, and other events as determined by Manager; and

(ii) After the Club Facilities Completion Date, the Club Amenities.

(c) Upgrade of Membership. If and when new categories of membership are created, Members may upgrade to a higher category of membership, if a membership in the higher category is then available and not reserved. In order to upgrade, the Member shall provide written notice to the Club to such effect and shall be obligated to pay to the Club the difference between the Initiation Fee then charged for a membership in the higher category and the Initiation Fee previously paid by the Member for the membership in the lower category (as well as any increase in other Membership Fees). A Member desiring to upgrade shall also execute and deliver such documents as the Club shall require in this regard.

(d) Downgrade of Membership. If and when new categories of membership are created and upon written request to the Club, a Member may, for good cause as determined by the Club, be permitted to downgrade to a lower category of membership. Good cause shall include, for example, death of a spouse or Significant Other, or a health-related issue impacting the ability to use the Club. A Member will not be permitted to downgrade the Member’s membership more than one (1) time every three (3) years. No additional Initiation Fee is required to be paid in connection with the downgrade and no refund of any portion of the Initiation Fee previously paid shall be refunded to the downgrading Member.

(e) Rules and Policies. In order to enhance the recreational and social pleasure of Members, their family members and guests, the Club reserves the right to establish, amend or modify the Rules and Regulations, along with any other rules, regulations, policies, guidelines, or systems governing use, access or reservation of the Club Facilities, in each case in Club’s sole discretion, including specifically, establishing from time to time, advance sign-up privileges for court times.

4. Number of Memberships.

Limit on Number of Memberships. The maximum number of active memberships in any of the primary categories of membership referred to previously shall be determined from time to time by the Club in its discretion.

5. Family and Guest Privileges.

(a) Immediate Family Privileges. With respect to Family Memberships, Immediate Family Members are entitled to use the Club Facilities on the same basis as the Member. Notwithstanding the foregoing, the Club reserves the right to restrict access by Immediate Family Members to designated facilities at certain times in order to accommodate usage by Members.

(b) Privileges for Individual Living With a Member. A Member may designate such Member’s Significant Other on a Membership Year (as defined below) basis to use the Club Facilities as an Immediate Family Member and with a Family Membership. A Member may designate only one (1) Significant Other at a time. The Member and the Significant Other shall be individually and jointly responsible for the payment of all charges and fees incurred by the Significant Other. The Club reserves the right to require such forms and establish such rules it deems appropriate with respect to access by a Significant Other. The Significant Other may be changed only one time per Membership Year with the payment of a re-designation fee, if required, as determined by the Club.

(c) Guest Privileges. Members may have accompanied guests use the Club Facilities in accordance with the Member’s category of membership. Unaccompanied guests are not permitted unless otherwise determined by the Club in its discretion. Usage by guests is subject to the provisions of the Rules and Regulations and the guest policies in effect from time to time, which may include, without limitation, restrictions on the number of times a particular guest may use all or a portion of the Club Facilities and the number of guests a Member is able to sponsor on any given day, or during a Membership Year or portion thereof, as well as the payment of applicable guest fees.

(d) Extended Family Members. Members may have accompanied Extended Family Members use the Club. Extended Family Members may qualify for reduced or waived guest fees (where applicable) when using the Club Facilities, as determined by the Club. The Club may from time to time extend other benefits in favor of Extended Family Members.

(e) Certain Responsibilities of a Member. Each Member shall be responsible for the payment of all charges and fees incurred by, and the actions and conduct of, the Member’s Immediate Family Members or child Members, as applicable, and guests.

6. Memberships.

(a) Offering of Memberships. Memberships will be offered to such persons and entities as are determined by the Club and who are invited for membership in the Club in accordance subject to the following.

(b) Reserved Memberships. Any unissued memberships in the Club shall be considered reserved memberships. The Club cannot be compelled to issue a reserved membership to any person or entity.

(c) Waiting List for Membership. If a person or entity desires to acquire a membership in the Club in a particular category and a membership in that category is not available, the Club will establish a waiting list in chronological order which may include, at Club’s discretion, a non-refundable deposit required to hold their spot. If a membership in the desired category thereafter becomes available, the membership will be offered to persons and entities on the waiting list based on their position on the list. Notwithstanding the foregoing, the Club reserves the right to make exceptions to the waiting list policy and priorities in its discretion.

7. Membership Admission Payment.

(a) Initiation Fee. Each prospective Member who desires to acquire a membership hereunder will be required to pay the applicable Initiation Fee, except as otherwise herein provided or determined by the Club in its sole discretion. The amount of the Initiation Fee and payment terms shall be determined by the Club from time to time. THE INITIATION FEE PAID IS NON-REFUNDABLE UNDER ANY CIRCUMSTANCES.

(b) Special Economic Arrangements. The Club reserves the right to make special economic arrangements with prospective Members or existing Members without offering the same terms and conditions to other prospective Members or existing Members, including, but not limited to, providing special discounts or waivers, financing or other incentives to attract or retain Members, all as the Club deems to be appropriate in its discretion.

8. Resignation; Transfer of Membership.

(a) Resignation. Members who desire to resign their membership must give the Club written notice to that effect. Resignation shall be effective thirty (30) days after receipt of the written notice by the Club. Resignation of a Member is irrevocable, unless otherwise determined by the Club. No resignation shall become effective unless and until all amounts due and owing by Member on the Member’s Club account have been paid in full.

(b) Transfer of Membership. A membership can only be transferred through the Club, approval of which is in Club’s sole discretion, and only in accordance with the terms and conditions hereof.

(c) Transfer Upon Death. Upon the death of a Member the membership will be transferred to the Member’s surviving spouse or Significant Other without the payment of any additional Initiation Fee. If there is no surviving spouse, or the surviving spouse does not desire to continue the membership privileges, the membership will be deemed to have been resigned with no further obligation for dues, fees or other charges, except for those that have accrued. The deceased Member’s Club account must be paid in full in connection with a transfer pursuant to this paragraph. Further, the Club shall receive such documentation as it shall require in connection with the transfer.

(d) Legal Separation or Divorce of Married Members. In the event of the divorce or separation of spouses having membership privileges, the membership, including all of its rights and benefits, will vest solely in the spouse awarded the membership by an agreement of separation or a decree of divorce. Until the award of the membership and written notice thereof is provided to the Club, the Member identified as the primary Member in the Terms of Service Agreement shall remain the Member. Following a separation or divorce and award of the membership as contemplated hereby, the spouse awarded the membership shall have the right to determine which Immediate Family Members and Extended Family Members will be permitted to use the Club Facilities under the membership in accordance with this Membership Plan and each Terms of Service Agreement. In the event of the divorce of a Member who holds an individual membership, and the membership is awarded or transferred to the Member’s spouse through the divorce or separation proceeding, the membership shall automatically be deemed to have been resigned as of the date of such award. The Club will not become involved in any domestic or other dispute concerning ownership or issuance of a membership and does not have any liability or responsibility for resolution of such disputes.

9. Membership Fees.

(a) Dues, Fees and Charges. The Club will determine the Membership Fees and any other dues, fees and charges to be payable by Members. Dues shall be payable on a monthly basis in advance, unless otherwise determined by the Club from time to time through the Club’s designated online membership portal (the “Portal”). The amount of Membership Fees and any other dues, fees and charges is subject to change from time to time by the Club.

(b) Payment of Membership Fees. Payment of Membership Fees by Members is a continuing obligation of membership, which is not dependent upon the availability of all or any portion of the Club Facilities or the frequency of use. Repair, maintenance and/or construction or remodeling of any of the Club Facilities and/or other occurrence or event (including, without limitation, acts of God, natural disasters, pestilence, weather, disease, other unanticipated cause, or requirements imposed by governmental authorities), whether within or beyond the control of the Club, may make it necessary for the Club to change the hours of use, or to restrict the use of one or more of the Club Facilities or portions thereof, or to close the Club temporarily. Membership Fees shall not be reduced or suspended during the time when the Club Facilities, in whole or in part, are not available.

(c) No Assessments Against Members. Members will not be subject to any liability for capital or operating assessments for the costs and expenses of ownership or operation of the Club Facilities. The Club will pay all operating deficits incurred in the operation of the Club Facilities and will be entitled to all revenues resulting from ownership and operation of the Club Facilities. Increases in Membership Fees shall not be deemed an assessment for purposes of this provision. The Club’s operating budget and the calculation of the dues may include a reserve for capital repairs, replacements and improvements and this shall not be deemed an assessment for purposes of this paragraph.

(d) Payment of Dues by Resigned Member. A Member who has resigned the membership shall be obligated to continue to pay all Membership Fees and any other dues, fees, and charges due and owing which are associated with such Member’s membership through the end of the month in which the resignation becomes effective. The Member can continue to use the Club Facilities through the end of the month in question, provided the required Membership Fees have been paid.

10. Membership Process.

(a) Invitation Procedure. All candidates desiring a membership must be invited for membership by the Club. Candidates must deliver an Application in a form provided by the Club which must be approved by the Club in its sole discretion. After receiving the Application and compliance with other invitation protocol, the Club will determine whether the candidate will or will not be invited formembership in its sole discretion.

(b) Terms of Service Agreement. Each person or entity who has been invited for membership must mail or deliver to Manager a fully- completed and signed Terms of Service Agreement in a form provided by the Club. The required Initiation Fee must also be paid in conjunction with submission of the Terms of Service Agreement.

(c) Rights Governed by Membership Plan. As a material inducement to the Club’s approval of a Member’s Application, such Member must agree to be bound by the terms and conditions of this Membership Plan and the Rules and Regulations, as amended, modified or supplemented from time to time by the Club in its sole discretion and irrevocably must further agree to fully substitute the membership privileges acquired pursuant thereto for any present or prior rights or privileges in or to use the Club Facilities. By becoming a member of the Club, each Member shall have acknowledged that the rights acquired by such Member are contract rights, including, a license, which is revocable, to use the Club Facilities in accordance with the Terms of Service Agreement, this Membership Plan, and the Rules and Regulations, as the same may be amended, modified or supplemented from time to time in accordance with their respective terms, so long as the Member remains a member of the Club in good standing. Each Member acknowledges and agrees that the Club does not (and will not) owe any fiduciary duty or other special duty to any Member.

11. Other Memberships And Use Privileges.

(a) Honorary Memberships. The Club may issue a limited number of honorary memberships (each an “Honorary Membership”) to such persons or companies as the Club determines from time to time. These Honorary Memberships will be available on such terms and conditions and afford such rights and privileges as the Club determines appropriate. Honorary Memberships may be renewed or terminated at the Club’s discretion and will not count toward any membership limit. Each entity issued an Honorary Membership may designate from time to time one user of the membership, who must complete and submit a Terms of Service Agreement in the form provided by the Club.

(b) Reciprocal/Access Privileges. The Club may enter into reciprocal use privileges and other access arrangements with other clubs and resorts, as the Club determines appropriate from time to time. The Club reserves the right to limit any given reciprocal use privileges or access rights to one or more categories of membership hereunder and/or to restrict access by Members in one or more categories to certain facilities at a given club or resort which is the subject of a reciprocal use or access arrangement.

(c) Promotional Use. The Club will have the right to designate other persons who will not count toward membership limits, including, without limitation, officers, directors, partners, managers, members, shareholders, employees and designees of the Club and its affiliates and their guests, to use the Club Facilities upon such terms and conditions as may be determined from time to time by the Club. The Club will also have the right to permit prospective Members to use the Club Facilities on such terms and conditions as the Club may determine from time to time. The Club reserves the right to restrict use of or to otherwise reserve in advance the Club Facilities for maintenance, tournament or group play, outings, receptions and other special events from time to time. Usage of the Club Facilities pursuant to this paragraph will not be inconsistent with the private and exclusive nature of the Club or materially adversely impact the enjoyment of the Club Facilities by Members.

12. Club Operations.

(a) Management and Operation. Manager and/or its designee is the operator of the Club Facilities. Manager and its designees are solely responsible for the governance and administration of the Club and the Club Facilities and will have the exclusive authority to accept Members, establish Initiation Fees, dues, fees and charges, promulgate rules and regulations and control the management and affairs of the Club and the Club Facilities. Manager has the right to engage one or more professional management companies to manage and operate the Club and the Club Facilities and/or other matters pertaining to the Club and to delegate its authority to any such management company.

(b) Advisory Committee. The Club may establish an advisory committee (an “Advisory Committee”) comprised of Members whose purpose includes fostering good relations between the Members and management of the Club, providing the Club with input on programs, plans and activities of the Club, and advising on its policies and rules and regulations. The Club shall appoint the members of the Advisory Committee for such terms as determined by the Club, and may remove any member of the Advisory Committee in its discretion. The management of the Club would meet with the Advisory Committee on a periodic basis to discuss the operation of the Club Facilities. If established, the Advisory Committee shall have no duty or power to negotiate or otherwise act on behalf of the Club, Manager, management, or the Members, and shall serve only in an advisory capacity (and shall have no voting rights). The Club will have the final authority on all matters concerning the Club Facilities and the Members of the Club.

13. General Provisions.

(a) Protection of Membership Privileges. In the event Owner and/or Manager ever sells, disposes of, or otherwise transfers its interest in the Club or Club Facilities (as applicable), it will disclose the existence of this Membership Plan, as amended, modified or supplemented from time to time, to the transferee and will use commercially reasonable efforts to require the transferee to acquire such interest subject to the terms and conditions of this Membership Plan, as amended, modified or supplemented from time to time.

(b) Members’ Acknowledgment. Membership in the Club permits the Member to use the Club Facilities in accordance with this Membership Plan and the Rules and Regulations. Membership in the Club is not an investment in Owner, Manager, the Club or its facilities and does not give a Member a vested or prescriptive right or easement to use the Club Facilities. Membership in the Club does not provide a Member with an equity or ownership interest or any other property interest in Manager, the Club or its facilities. A Member acquires only a revocable license to use the Club Facilities in accordance with the terms and conditions of the Membership Plan, the Rules and Regulations, and the Terms of Service Agreement, as they may be amended, modified or supplemented from time to time. All rights and privileges of Members under the Membership Plan, Rules and Regulations, and Terms of Service Agreement are subordinate to the lien of any mortgage or deed of trust encumbering the Club Facilities from time to time.

(c) Amendments. The Club reserves the right, in its discretion, to terminate, amend, modify, or supplement this Membership Plan and the Rules and Regulations, to reserve memberships, to terminate, add, issue, modify or discontinue the offering of any type, category or class of membership or dues category or classification, to discontinue the operation of any or all the Club Facilities, to recall any membership at any time and for any or no reason whatsoever, to convert the Club into a member-owned club and to make any other changes in the terms and conditions of membership or in the Club Facilities or services available to Members. The Club may amend this Membership Plan or the Terms of Service Agreement by providing notice to Members through the Club’s online portal or electronic communication. Member’s continued use of the Club or affirmative acceptance via the portal shall constitute agreement to the amended terms.

(d) Sale of the Club or Club Facilities. Owner and Manager, for themselves and on behalf of their successors and assigns, reserves the right to sell, merge, assign, transfer or otherwise dispose of any or all of their respective rights, title and interest in the Club and the Club Facilities (as applicable) to any party or parties. Upon any such sale, merger, assignment, transfer or other disposition of all right, title and interest in the Club and/or the Club Facilities, the transferring party shall be relieved of and released from any and all obligations hereunder, under the Rules and Regulations and each Terms of Service Agreement then in effect.

(e) Succession. In the event the Management Agreement expires or is otherwise terminated and a replacement agreement is not put into effect whereby a substitute manager succeeds to the position of Manager hereunder and under the Rules and Regulations and each Terms of Service Agreement then in effect, Owner shall succeed to Manager’s interest under the Membership Plan, Rules and Regulations, and each Terms of Service Agreement then in effect.

(f) Members’ Acknowledgment. Member may not sell, pledge, dispose of, hypothecate, or otherwise transfer such Member’s membership except as set forth herein, as permitted by the Terms of Service Agreement, or as agreed in writing by the Club.

(g) Exemptions to Application of Membership Documents. Notwithstanding any other provision of this Membership Plan, the Club may grant exemptions to the application of the Membership Plan and the Rules and Regulations, in appropriate circumstances, as determined by the Club in writing in its sole discretion. The grant of an exemption in one case shall not prevent or estop the Club from denying an exemption in another case. Each application for exemption shall be determined on a case by case basis.

[End of Membership Plan]

EXHIBIT A
CLUB AMENITIES

Outdoor Amenities (Families Only):

• Resort Style Pool

• Toddler Pool

• Discovery Garden

• Lemonade Stand & Snack Shack

• Play Lawn

• Ice House Patio & Beer Garden

• Shaded Playground

• Ample Seating & Food Service

• Swimming Lessons

• Activity Stations & Sound Boards

First Floor (Families Only):

• Ice House Restaurant (Indoor/Outdoor Dining, Family Games, Craft Cocktails)

• Indoor Jungle Gym

• Family Living Room

• Coffee Bar & Lounge Seating

• Dedicated Nursery

• Mother’s Nursing Rooms

• Crafts Areas

Second Floor (Adults Only):

• Fitness Studios (Yoga, Pilates, HIIT)

• Locker Rooms

• Indoor/Outdoor Bar

• Adult Dining

• Patio Space

• Lounge Area

• Social Programming

• Event Space

Third Floor (Kids Only):

• 15,000 Sq. Ft. of Indoor Play Space

• Indoor Sport Court (Full Court)

• Two Indoor Sport Fields

• Kids Club & Programming

• Birthday Parties

• Drop-Off Privileges

EXHIBIT B
CLUB RULES AND REGULATIONS

This Exhibit A (defined as the “Rules and Regulations” in the Membership Plan) is incorporated into the Membership Plan to which it is attached as if full set forth therein. Capitalized terms not specifically defined herein shall have the meanings ascribed to them in the Membership Plan. In the event of a conflict between these Rules and Regulations and the Membership Plan, the Membership Plan shall govern and control.

1. General Information.

(a) Emergencies. In the event of an emergency that requires medical or police intervention, immediately notify Club staff and call 911.

(b) Membership Cards. Each Member of the Club, in good standing, and such Member’s Immediate Family Members (the term “Member” used throughout these Rules and Regulations shall include Immediate Family Members where applicable), will be furnished with a digital membership card. Each Member must exhibit the Member’s membership card when requested entering the Club. No one other than the Member to whom it was issued may use a membership card. The Member to whom a membership card is furnished shall be liable for all use, including unauthorized use, of the card. If the Club receives written notice that a card has been lost or stolen, the Member to whom the card was furnished shall not be liable for any use of the card thereafter, provided the Member surrenders promptly all other membership cards, if any, in his or her possession. The Club may charge a fee ($35) for lost or stolen cards. Membership cards are the property of the Club and must be surrendered upon request or upon resignation from, transfer of, expulsion from, or termination of membership.

(c) Guest Policy.

(i) Each Member of the Club, in good standing, shall be entitled to invite up to five (5) guests to the Club in accordance with these Rules and Regulations per day, which may change from time to time based on keeping the Member’s experience the #1 priority. All guests must be accompanied by a Member unless there for a reserved / private event and must register upon entering the Club premises. Unregistered guests may be subject to an additional fee determined by the Club and / or immediately asked to leave. All guests are limited to five (5) visits per Membership Year regardless of whether they are the guest of one or more Members. Members are limited to a total of 25 guest passes per Membership Year. Guest passes shall be bought at the then prevailing market rate and paid for through the Portal.

(ii) Members must accompany their guests throughout the period of their visitation and are responsible for the conduct of their guests while at the Club. The sponsoring Member shall be responsible for all expenses incurred by their guests and shall be liable to the Club for any property damage caused by their guests. Guests must comply with all of the existing Rules and Regulations.

(iii) The Club may at any time, and from time to time, suspend, limit, or terminate the guest privileges of any Member or Members of the Club. A suspended Member, an inactive Member, or an expelled Member may not be a guest. The Club may deny access or services to any non- Member at its discretion regardless of the intended invitation of a Member. A list of non- Members not permitted to access Club premises may be posted by management at its discretion.

(iv) Guest fees are subject to periodic modification at the discretion of the Club. Failure to voluntarily register your guests constitutes a violation of the Rules and Regulations and may result in suspension or termination of membership privileges.

(d) Children.

(i) Parents are fully responsible for the behavior of their children and guests’ children whenever they are on the premises. Undue noise or actions that may be disturbing or unsafe to other Members may result in disciplinary action.

(ii) Children younger than the age of 14 must be supervised by such child’s parent or guardian at all times when on Club premises, with the exception of the 3rd floor. Any child over the age of 6 may be on the 3rd floor without such child’s parent / guardian supervision so long as the parent / guardian is on Club premises. Children who are enrolled in any of the Club’s official youth programs (camp, swim lessons, etc.) are considered to be supervised for the period of time during such programs. Should someone not listed on your account need to drop your child off at the Club for a lesson or instruction such person must be added to your account as a legal guardian.

(iii) Information pertaining to children’s use of specific areas of the Club is contained in subsequent sections of the Rules and Regulations.

(e) Nannies, Family Members, or Other Designated Guardians.

(i) Nannies, Family Members, or other designated guardians (each a “Guardian”) who are in each case, at least eighteen (18) years old and designated by Member in writing to the Manager to be an approved Guardian, may be added to your account by contacting the Manager. Guardians in possession of a valid Guardian Identification Card are welcome to utilize the Club for the sole purpose of supervising the children of the Member who registered them. Please note: Guardians are not allowed to use the pool, or locker rooms (unless otherwise authorized under the Membership Plan.

(ii) Guardians who are not in possession of a valid Guardian Identification Card are considered guests and are subject to the applicable Rules and Regulations (i.e. they must be registered on arrival, accompanied throughout their visit, and are subject to caps on the number of visits).

(iii) Guardians who have not been registered with the Club and have not been registered for the day as a guest will be asked to leave the Club along with any children they are supervising. Guardians in possession of a valid Nanny Identification Card do not have to pay guest fees when supervising the children of the Member who registered them.

(f) Animals. Animals are not permitted on Club property unless accompanying a person who requires a registered Guide Service Dog.

(g) Cell Phone Policy. Upon entering the premises, The Club encourages all Members and their guests to turn their cell phones to silent or vibrate mode. The Club will have designated areas in the front and rear parking lots, but cell phone calls will not be permitted in the common areas of the Club.

(h) Parking. Parking is provided in the front and rear of the Club building during normal Club operating hours. Cars may not be left overnight unless permission is requested and received from the Manager. At certain peak usage times, the Club may offer valet services to the Members. If self- parking is unavailable due to an event or lease of the parking lot, complimentary valet services will be offered to the Members. The Club may issue parking decals to Members which must be displayed as directed on personal vehicles. The Club reserves the right to limit parking to only vehicles with properly displayed decals. All registered and unregistered visitors of the Club will be subject to additional parking charges if arriving in a non-registered car. All Members may elect two cars to register with the Club allowing for onsite parking with no additional charges incurred.

(i) Lost & Found. Lost and Found items will be turned in to and logged by the Member Services for a period of one month before it is donated. To report a lost item, please contact Member Services.

(j) Restrictions.

(i) Notices, advertising, subscriptions or petitions may not be posted or circulated on Club premises without the specific approval of the Manager. As a courtesy to other Members, soliciting of any kind is not permitted. Use of Members’ email addresses is for Club use and only and may not be used for solicitations or campaigning.

(ii) Members or guests may not remove any article belonging to the Club from the Club property (i.e. towels, practice tennis balls, pool toys, etc.). Members are liable for property damaged by themselves or their guests.

(iii) Club-sponsored programs and events have priority over other activities.

(iv) Smoking and vaping is prohibited in all interior and exterior areas of the Club. No person shall dispose of any smoking product or any part thereof on the Club premises except in a designated receptacle.

(v) Instruction of any kind is not allowed by Members, guests or visiting instructors, with the exception of a parent working with his or her own child.

(vi) Skates, roller blades, scooters, heelies and skateboards are not permitted on the premises. Bicycles are only allowed in the Club parking lots.

(vii) Water pistols, squirt guns and the like are not allowed at the Club. Profanity on Club premises is prohibited.

(k) Inactive Status. If a Member relocates out of the area (i.e., in excess of 60 miles from the Club), for a minimum of six (6) months, the Member may request, in writing to the Membership Director or Manager, for inactive status, which request shall include the date of relocation and new address. If approved, the inactive status will reduce the Member’s applicable dues by fifty percent (50%) per month up to a maximum of twelve (12) months from the date of relocation.

(l) Membership Category. The primary membership category is for families. Family memberships are defined as including the spouses / significant others under one roof and all unmarried children ages of 18 and under, all of whom are entitled to full membership privileges as outlined in the Membership Plan.

2. Club Dining.

(a) The Club’s food and beverage outlets are open to Members and their guests. The clubhouse is also available for special parties, business meetings and dinners. Only the Club staff will be permitted to cater any event with the clubhouse or the Club property. For menus and available dates, please contact the Food and Beverage team.

(b) Tasteful attire is required for both adults and children in the clubhouse. Sleeveless tee-shirts, men’s tank tops, and bare feet are not permitted. Athletic bags are not permitted in the dining areas and may be stored in the locker room.

(c) Members may utilize the second floor and lounges at the Club to work quietly on their laptop or other internet-enabled devices. Laptop computers may be used in on the second floor until 5pm, at which point Members are expected to close and stow away their laptops or move to a designated area where laptops are allowed.

(d) Members and guests are forbidden from bringing food or beverage from outside the Club onto the premises unless specifically sanctioned ahead of time by the Manager or Director of Food and Beverage. State laws do not permit alcoholic beverages to be removed from or brought to Club property. Members may bring their own wine selection or celebratory cake to the restaurant subject to the prevailing corkage or cake cutting fee.

(e) State law prohibits minors who are less than 21 years old from sitting or standing at or near the designated adult bar areas.

(f) The Club may choose to assess a food minimum as established by the Club. Credit towards this minimum will be given for all food expenditures in the Club, including special holiday buffets and other special dining events. Alcoholic beverages, tax and gratuities are not credited toward the food minimum. Private-hire catering and banquet events are also not credited toward the food minimum.

(g) When Club-wide membership events are held, all normal services may be suspended. Members who are not signed up for the event will be charged in full if they join the event. Special events may require pre-payment for reservations. Cancellation policies will be set for each event.

3. Group Fitness

(a) Guests. Unless otherwise authorized by the Club, guests are not permitted in the fitness center and may not participate in group exercise classes.

(b) Attire. Proper workout attire (including a shirt and shoes) must be worn at all times. Towels should be used to wipe down equipment after each use as a courtesy to other Members.

(c) Etiquette. Food and beverage other than water is prohibited. Excessive grunting and other disruptive noises are prohibited. Cell phone calls and conversations are prohibited.

(d) Group Exercise. The Club offers a wide variety of fitness programs for the enjoyment of its Members. Class reservations may be made up to 24 hours in advance by our reservation technology. The Club reserves the right to charge fees for participation in group exercise classes.

(e) Instructors. For the benefit of the Members, the Club may employ from time to time personal trainers, pilates instructors, yoga instructors and other fitness professionals. Personal trainers not affiliated with or employed by the Club are specifically forbidden from offering services at the Club. All fees and charges associated with personal training and group classes must be paid for via a Member’s Club account in accordance with rates established by the Club.

4. Swimming Pool

(a) No Lifeguard on Duty. Pool attendants and lifeguards are employed at times by the Club to enforce the pool rules and aid in ensuring the safety of pool activities, but are not responsible for the safety or rescue of swimmers. Children who cannot swim and children under the age of 14 must have parental or responsible adult supervision at all times. The parent or responsible adult must be present at all times in the pool area. Children must pass a swim test to swim unaccompanied in the main pool. 1

(b) Main Pool Restrictions. Children under the age of 5 (five) are not allowed in the main pool unless specifically approved by a lifeguard (by passing a swim test) or accompanied by a responsible adult. Whether or not accompanied by an adult, children who are not potty trained are not allowed in the main pool. When designated and if applicable, the lap lanes in the adult pool are reserved for lap swimming. All pools require adult supervision for children younger than age 14.

(c) Child Pool Restrictions. The child pool is reserved exclusively for young children and parents accompanying young children. 10 minute breaks may be enforced at the discretion of the pool staff to allow children to use the restrooms and the staff to clean the pool area. All pools require adult supervision for children younger than age 14. All infants and toddlers who are not toilet trained must wear either swim diapers or specially designed rubber pants with proper elasticity under a swimsuit at all times. Accidental pool contamination resulting from failure of a Member to adhere to these rules will result in a $250 fine. Repeated incidents may result in loss of all pool privileges.

(d) Swim Attire. Proper bathing attire is required at all times. Infants are to be changed in pool restrooms.

(e) Pool Accessories – Main Pool. Inflatable boats, balls of any type (including tennis balls), Frisbees, rafts, boogie boards, noodles, large blow up toys and any other water accessories deemed unsafe are not allowed in the main pool. Children wearing flotation devices that are attached to the body must be accompanied by an adult in the water. Water wings, floaties, and other non-approved flotation devices are not permitted for use in the pool. Life jackets and puddle jumpers are approved.

(f) Kickboards are permitted only in swim lessons with an instructor and/or by lap swimmers as part of the swim workouts.

As a reminder, Members and guests are forbidden from bringing food or beverage from outside the Club onto the premises unless specifically sanctioned ahead of time by the Manager or Director of Food and Beverage. State laws do not permit open alcoholic beverages to be removed from or brought to Club property.

(g) Diving. Diving is prohibited in any area other than the diving board unless directed by a swim instructor.

(h) Pool Hours. The Club will publish pool hours and usage restrictions, which may be updated from time to time. The main pool may be restricted to lap swimming and pool aerobics at certain times of the day.

(i) Miscellaneous Pool Rules. Excessive noise, including from radios or other electronic devices, is not permitted in the pool areas. Running, boisterous behavior, or rough play is forbidden in the pool areas, showers and dressing rooms. Crossing or hanging on the lane lines or playing with the lane is strictly prohibited. Glass containers are not allowed in the pool areas. The Club reserves the right to refuse admittance to, or eject, from the pool area any persons failing to comply with any of the above rules.

5. Locker Room Rules

(a) Locker Room Area. Food and glass containers are not permitted in the locker rooms.

(b) Locker Rooms and the entire second floor is only for adults aged 21+

(i) Children younger than 14 years old are not permitted in a locker room unless accompanied by an adult.

6. Childcare Rules.

(a) Childcare services are available for a fee as posted under the supervision of the Club.Reservations are encouraged at all times and can be made by contacting Member Services or via the Club App. Members who have made reservations have priority over walk-ins. The parent/guardian must remain on Club premises while utilizing the Club’s childcare services.

(b) Parents are required to sign in each child upon arrival by completing the Club’s sign-in sheet. Signing out at time of departure is mandatory. All childcare fees are charged to the Member’s Club account. For your own child’s safety and the protection of others, the Club cannot provide the services for any child that is sick.

7. Violations.

(a) Violations of the Club’s Rules and Regulations will be documented by Incident Reports filed by the Members and/ or Club staff upon witnessing an infraction. Incident Report forms are available at Member Services. Incident Reports should include observer’s name (and membership number if applicable) as well as the name and contact information of a witness. Unsigned reports will not be reviewed, however, the observer may request anonymity. If a Member is uncomfortable with the process of filing an Incident Report, the incident may be reported to the nearest staff Member who may file a report on behalf of the Member, listing the Member as a witness.

(b) Completed Incident Reports may be submitted to the Membership Services desk and will be reviewed by Club staff at their regular meetings. Staff will determine appropriate disciplinary action if deemed by the staff to be warranted. Members who witness breaches of the Rules and Regulations should not assume any greater authority than that of an observer and they should do so with restraint and respect. Any attempt to intervene in incidents is discouraged. Incident Reports that do not address specific violations of the Rules and Regulations will not be reviewed.

(c) The following will always be considered violations of the Rules and Regulations:

(i) Rude or insensitive behavior which detracts from other Members’ use and enjoyment of the Club or behavior which is otherwise unbecoming of a Member.

(ii) Willful and repeated infractions of the Rules and Regulations by the Member, the Member’s Immediate Family Members or guests.

(iii) Failure to register and pay the guest fees established by the Club and in effect at the time.

(iv) The performance of an act, or acts, by any Member, the Member’s Immediate Family Members, or guests which may be detrimental to the best interests of the Club.

(v) Publicly disparaging the Club via social media in all forms.

(vi) Conviction of a felony.

(vii) Failure to pay timely any amount owed on the Member’s Club account.

(viii) Any other misconduct of a Member, Immediate Family Member or guest as determined by the Manager.

8. Penalties.

Penalties may be assessed by Manager or authorized staff. The general guidelines for imposing penalties is set forth below, however, the Manager or authorized staff may at its discretion increase or decrease the severity of penalties in its sole discretion based on the nature of the infraction.

(a) First Offense: Warning letter from the Manager citing the nature of the infraction, potential penalties and any funds owed to repair damage to Club property.

(b) Second Offense: Temporary suspension of Club privileges, during which time a Member must pay all applicable dues, fees and charges.

(c) Third Offense: Revocation of membership. Per the Club’s Membership Plan, Initiation Fees are non-refundable and no payments will be due from the Club.

9. Mailing Addresses.

Each Member shall be responsible for keeping the Club notified in writing of the current mailing address, telephone number and e-mail address of such Member from time to time. All monthly statements, notices, and other correspondence from the Club will be directed to such mailing or emailing address, with a digital first approach. A Member shall be deemed to have received each mailing from the Club on the earlier of actual receipt of mail or email or seven (7) days after deposit in the U.S. Mail with correct address and proper first-class postage. If at any time the Club has not received the current mailing address of a Member, any mailing from the Club may, with the same effect described above, be addressed to the address that the Club believes is the is most likely to result in delivery to such Member. The Club reserves the right to send notices and invoices via e-mail. Failure to keep the Club apprised of the Member’s current mailing address, telephone number and e-mail address shall constitute a waiver of the right to receive notices, bulletins and any other communications, and a violation of these Rules and Regulations.