Exhibit A

Terms and Conditions of the Agreement

ARTICLE I.
DEFINITIONS, RECITALS AND FORMATION OF COMPANY 定義、説明文、会社の設立

1.1 Certain Definitions 特定の定義 . Unless otherwise defined, capitalized terms in this
Agreement shall have the meanings as set out in the Glossary of Terms, which is attached to this
Agreement.

1.2 Formation 結 成 . This Agreement sets out the purposes and scope for which Godo
Kaisha has been formed. The Owner Representative, subject to the terms of this Agreement, shall be
deemed to be Godo Kaisha’s organizer within the meaning of the Act. If any provision of this
Agreement conflicts with the provisions of the Act, the provisions of this Agreement shall prevail to
the maximum extent permitted by law.

1.3 Name 名称. The name stated above shall be the business name and the affairs of Godo
Kaisha shall be conducted solely under that name, and other such name as may be introduced in
accordance with this Agreement from time to time.

1.4 Certificates and Documents 証 明 書 及 び 文 章 . In order to legally qualify to do

business in the jurisdiction(s) where Godo Kaisha wishes to conduct business, it shall execute, deliver
and file any (other) certificates as necessary.

1.5 Principal Place of Business; Registered Office and Registered Agent .主たる事業所、
登 録 事 務 所 、 登 録 代 理 人 The principal office of Godo Kaisha shall be located at the address
specified on Schedule attached to this Agreement and made part hereof.

1.6 The Managed Residences 管 理 さ れ る レ ジ デ ン ス . The Managed Residences are

described on Schedule 3 attached to this Agreement and made part hereof. The purpose of the Managed
Residences shall be the enjoyment of the residence by Acquiring Usage Owners, who may reside there
from time to time. The Managed Residences shall be operated in order to achieve a standard that is
harmonic as well as luxurious, and which shall be referred to as the Managed Residences Standard,
applicable to each and every Managed Residence, to which all who use and enjoy the Managed
Residences shall adhere.

1.7 Purpose 目的.

(a) Subject to all of the terms and provisions hereof, the Company shall have all
powers necessary, suitable, or convenient, for the accomplishment of any lawful action or activity
permitted for a limited liability company under the Act.

(b) Without prejudice to the generality of Section 1.7(a), and for the exclusive
purpose of detailing the rights between the Owner Representative and each Owner, the purpose of
Godo Kaisha shall be to: (i) acquire, own, hold, improve, maintain, finance, mortgage, encumber and
ultimately dispose of the Managed Residences; (ii) operate the Managed Residences in accordance
with the Program as implemented; (iii) take any action in relation to the operation and maintenance of

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the Managed Residences; and (iv) engage in any lawful act or activity and to exercise any powers
permitted to limited liability companies formed under applicable law, in relation to any other purpose
as set forth in this Section. Where Godo Kaisha acts, or does not act, in accordance with this purpose, this
shall constitute an act in the ordinary course of Godo Kaisha’s business.

1.8 The Program プログラムについて.

(a) Classes of Membership Interest 会員権の種類 . Godo Kaisha shall have two
classes of Membership Interests, Class A Membership Interests and Class B Membership Interest. Each
of the Class A Membership Interests and Class B Membership shall have different rights, obligations
and privileges, but only insofar as detailed in this Agreement. Those Owners holding Class A
Membership Interest(s) shall be referred to as the Acquiring Usage Owner(s), whereas Class B
Membership Interests(s) shall be held exclusively by Contributing Owners.

(b) Memberships and Use Rights 会員権及び使用権 . There shall be 12[number]

Acquiring Usage Owners under this Agreement, each of which owning one (1) or more Membership
Interests in Godo Kaisha. Any Acquiring Usage Owner’s Membership Interest shall be expressed in
units and the rights attached thereto shall be detailed in a Membership Interest Purchase Agreement.
Upon acquiring any Class A Membership Interest, the Acquiring Usage Owner shall agree that each
there are more Acquiring Usage Owner(s) holding Class A Membership Interest, and that one or more
other Acquiring Usage Owner(s) may also have Use Rights in the same Managed Residence as the
Acquiring Usage Owner shall have Use Rights in the Managed Residences, subject to any further rules
and regulations as the Acquiring Usage Owners may agree to, which shall be referred to as the
Program. Class B Membership Interest shall not entitle the Owner to any Use Rights whatsoever under
this Agreement.

(c) Stay Currency 滞 在 通 貨 . Each Class A Membership Interest shall carry a

specific amount of “Stay Currency”, which is the reservation value the Acquiring Usage Owner shall
be entitled to spend in order to reserve their dedicated Managed Residence,s for the Owner or their
Permitted User(s). If any Acquiring Usage Owner is in possession of multiple Class A Membership
Interests, they may aggregate these. The Residences may each determine their own “Stay Value” for
each night (each a “Stay Night”) and may change the Stay Value at their sole, yet reasonable
discretion, in response to, among others, market conditions, scheduled events, and climate change.
Each Acquiring Usage Owner shall be in possession of Stay Currency in a pro-rated amount of the total
Stay Value of all Stay Night by reference to their Class A Membership Interest ownership, but only in
relation to a single Managed Residence as specified in the Membership Interest Purchase Agreement ,
from which shall be deducted any time reserved by Program Manager for scheduled maintenance.

(d) Use 用 途 . In order for all Acquiring Usage Owners to enjoy the Managed
Residences, the Program has been drafted. The Program contains details with regard to the
maintenance of the spirit of the Managed Residences, as well as agreements regarding repair,
maintenance, restoration, and improvements. The Program also specifiesd how Program Manager shall
operate in order to operate the Managed Residences. Finally, the Program details payments of taxes,
assessments, insurance premiums, and other expenses in relation to the Managed Residences. Unless
explicitly stated otherwise, the Program shall apply to each Managed Residence subject to this
Agreement.

1.9 Term 期 間 . Upon filing the Articles of Organization, the term of this Agreement
commenced into full force and effect. This Agreement and Godo Kaisha shall remain in force until
Godo Kaisha is terminated in accordance with Section 9.2.

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 1.10 Investment Disclaimers 投 資 に 関 す る 免 責 事 項 ; Acquiring Usage Owner
Representations 使用権の代理人取得.

(a) Acquisition of Class A Membership Interest. クラスＡ 会員権の取得 . Each

Acquiring Usage Owner, by executing this Agreement, agrees and confirms to be purchasing the Class
A Member Interest and the rights and privileged attached thereto. The Class A Membership Interest
shall be for the Owner’s personal use and account and may not be used for any purpose not specified in
this Agreement, nor does the Owner expect or anticipate any profit to be made from their acquisition of
the Membership Interest.
(b) Third Parties 第三者 . Each Acquiring Usage Owner and Contributing Owner
understands and agrees that the Managed Residences may not be made available to any third party, in
any way whatsoever, unless agreed otherwise. The Membership Interests do not carry any rental or
resale services directly to the Acquiring Usage Owners, whether provided by Godo Kaisha, the Owner
Representative, or the Program Manager. As such, each Acquiring Usage Owner understands and
agrees that acquisition of the Membership Interest is for the purpose of a residential living experience,
and not for investment, liquidity, resale, or other profit-making purposes. The Acquiring Usage Owner
moreover acknowledges and agrees that, in accordance with Section 9.4(a) of this Agreement, no
Membership Interest may be transferred on a voluntary basis during the first year after which the
Membership Interest was acquired.
(c) Third-Party Generated Income. 第三者宿泊による収益. Apart from the Use
Rights in the to the Acquiring Usage Owner’s Dedicated Managed Residence, the Membership Interest
also carries certain income rights for the Acquiring Usage Owner. Income rights of any Acquiring
Usage Owner relate to the income generated by the Dedicated Managed Residence and shall be shared
among the other Acquiring Usage Owners of that specific Decicated Managed Residence.
(d) Further Representations 追 加 表 明 . Each Owner further acknowledges and
agrees that (i) the Owner is not relying on any representations or statements regarding the Membership
Interest’s potential for profit, tax advantages, depreciation, or investment; and (b) the Managed
Residence Documents and the Program have been drafted and structured to ensure that the
Membership Interests, Godo Kaisha, the Owner Representative, and any Acquiring Usage Owner shall
at no point be subject to the Securities Act of 1933, as amended (the “Securities Act”), or any
applicable law having similar effect. As a result, the Membership Interests shall not be securities as
defined under the Securities Act. Each Acquiring Usage Owner agrees to be aware that they shall not
have the rights, protections, and remedies in relation to the Membership Interest as may be offered to
securities under the Securities Act.

(e) Schedule 6 に よ る 表 明 Representations. Each Owner hereby makes the

representations, warranties and covenants set forth on Schedule 6 attached
hereto and made a part hereof.

1.11 Property Companies. 不 動 産 保 有 会 社 . Within its responsibilities, the Owner

Representative may decide, or be required, to form further limited liability companies or limited
partnerships, wholly-owned by Godo Kaisha (each a “Property Company”, and collectively, the
“Property Companies”). Godo Kaisha is allowed to conduct its business through one or more of these
Property Companies, and any organizational and/or formation documents relating to such Property
Companies shall be interpreted in accordance with this Agreement. All such documents shall have the
same effect on the Owner Representative and the Owners as if through Godo Kaisha under this
Agreement. The Owners hereby agree and consent to any changes to be made upon the reasonable
request of a lender to Godo Kaisha, whether to the organizational documents of the Property

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Companies or this Agreement, insofar as such changes do not alter the economic or fundamental rights
of the Owners as set out in this Agreement.

ARTICLE II.
GODO KAISHA AND THE RELATIONSHIPS OF MEMBERS 合同会社と会員との関係

2.1 Managing the Managed Residences; Matters of Concern; and Godo Kaisha Ownership
and Membership. 管理対象レジデンスの容認事項及び、合同会社の所有権と使用
権が付与された会員.

(a) The principal joint objective of the Acquiring Usage Owners under this
Agreement shall be the relaxed enjoyment of the Managed Residences. 本契約に基づく取得利用者
の主な共有目的は、管理対象レジデンスをゆったりと楽しむことである。 The Acquiring
Usage Owners appoint the Owner Representative as a manager in order to maintain the Managed
Residences in accordance with the Managed Residences Standards. The Owner Representative may
engage a Program Manager to perform the functions imposed on the Owner Representative on a day-
to-day basis. Upon accepting the Membership Interest, all Acquiring Usage Owners who are not an
Owner Representative acknowledge and agree that they shall not have any legal authority to bind Godo
Kaisha or to act for or on behalf of Godo Kaisha, unless may be otherwise agreed to from time to time.
Acquiring Usage Owners that are not the Owner Representative shall furthermore not have any control
over Godo Kaisha’s management, nor shall they participate in the management.

(b) The Acquiring Usage Owners enter into this Agreement to streamline the
running of Godo Kaisha to avoid instances where their input and/or action is needed, and the Program
has been designed to facilitate Acquiring Usage Owners not having to be involved in the decision-
making regarding the operation of the Managed Residences. 使用権取得者は、合同会社の運営を合
理化し、使用権者の意見を必要としないようにするために本契約を締結し、本プログラムは
使用権者が管理対象レジデンスの運営に関する意思決定に関与しないように設計されていま
す。Therefore, the Acquiring Usage Owners hereby expressly agree and acknowledge that their Class
A Membership Interest shall only have the voting rights in the operation of Godo Kaisha as set out in
this Agreement in relation to certain important matters (the “Matters of Concern”): (i) Routine
Matters; (ii) Important Matters; (iii) Major Matters; and (iv) Unanimous Matters. With the exception of
Section 2.5(b), Routine Matters may be decided by the Program Manager. Input may be sought by
either the Owner Representative or the Program Manager from the Contributing Owners on matters
that are not Matters of Concern, but neither shall be under any obligation to do so and the Contributing
Owner(s) shall not be under any obligation to act.

(c) Important Matters 重要事項 . There are seven (7) kinds of Important Matters.
For the approval of an Important Matter, the Consent of Six Interests shall be required. “Important
Matters” includes the following:

(i) approval of an increase in the Annual Owner Fee, where the Annual
Owner Fee is to exceed twenty percent (20%) over the Annual Owner Fee in effect for the prior year as
provided in Section 6.3 of this Agreement;

(ii) any proposal to enter into a contract with a third person or entity for
the provision of goods or services for the Managed Residences for a term longer than five (5) years,
with the exception of contracts for a term longer than five (5) years which are terminable by Program
Manager without cause, penalty or other obligation, upon ninety (90) days written notice of termination
to the other party;

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 (iii) any proposal to incur an indebtedness exceeding twenty-five percent
(25%) of the Basic Expenses in the aggregate for a particular Fiscal Year on an unsecured basis;

(iv) any proposal to incur expenditures for capital improvements to the

Managed Residences in excess of twenty-five percent (25%) of the Basic Expenses in the aggregate for
a particular Fiscal Year;

(v) potential amendment of the Managed Residences Policies whereby

such amendment may have a material and adverse impact on any Owner;

(vi) except for Financing Loans, approval of a contract or transaction in

which any Owner has a material financial interest;

(vii) except as provided in the last paragraph of this Section 2.1(c), any
proposal to incur indebtedness from any affiliate of Program Manager or Owner Representative.

Without prejudice to any other provision of this Agreement, incurring indebtedness pursuant to
Financing Loans secured by Financing Mortgages shall not be deemed to be an Important Matter.
Therefore, this may be negotiated and agreed to by the Program Manager on behalf of Godo Kaisha.
To that end, the Program Manager may execute the required documentation and instruments as may be
required to enter into a Financing Loan. If needed, the Program Manager shall be authorized to provide
the Financing Lender with a copy of this Section 2.1(c) as documentational evidence of the Program
Manager’s authority to act in accordance with this Section without further action being needed by Godo
Kaisha or the Owners.

(d) Major Matters. There are seven (7) kinds of Major Matters. For approval of a
Major Matter, the Consent of Seven Interests shall be required. “Important Matters” includes the
following:

(i) except as provided in the last paragraph of this Section 2.1(d),

obtaining a Mortgage against the Managed Residences or the granting of a Security Interest in any of
the Furnishings;

(ii) the levying of a Special Assessment or Reconstruction Assessment,

whereby either one exceeds the percentage of Basic Expenses set forth in Sections 6.7(b) and 8.3 of
this Agreement;

(iii) the amendment of this Agreement under Section 9.1(b) of this

Agreement;

(iv) commencement of any legal, judicial or administrative proceedings

as provided in Section 10.6 of this Agreement (except with respect to Exempt Claims);

(v) increasing the number of Owners and/or Membership Interests;

(vi) altering the Program in any material manner; and

(vii) subject to the limitations of Section 5.1(b), the removal of the existing

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Owner Representative as manager and appointing a replacement Owner Representative by the Owners.
However, if Residences Entities own two (2) or more Membership Interests, a decision may be taken
by simple majority of Membership Interests not owned by Residences Entities.

Notwithstanding anything set forth in this Agreement, including Section 2.1(d)(i), the borrowing of
funds pursuant to Financing Loans secured by Financing Mortgages shall not be deemed to be Major
Matters and shall not require the Consent of Seven Interests and may be negotiated and agreed to by
the Program Manager on behalf of Godo Kaisha. Program Manager is hereby authorized and
empowered to execute any and all documents and instruments required to enter into a Financing Loan.
The Program Manager is authorized to provide any Financing Lender with a copy of this Section 2.1(d)
to certify to any such Financing Lender that Program Manager is so authorized without the need for
further action on behalf of Godo Kaisha or its Owners.

(e) Within this Agreement, “Unanimous Consent” shall mean the unanimous
consent of all Owners in Good Standing. This type of consent shall be required to approve any
proposal to terminate this Agreement and/or to sell or otherwise dispose of the Managed Residences,
except as the result of a Liquidating Event.

(f) Program Manager will manage and operate the Managed Residences, under
Owner Representative’s supervision. Most decisions regarding Matters of Concern may be made by
Program Manager.

(g) Neither the Acquiring Usage Owners nor the Contributing Owners shall have
any control whatsoever over the appointment of, removal or, or substitution of the Program Manager.

2.2 Godo Kaisha Ownership. The Membership Interests represent ownership of Godo
Kaisha. There are eight twelve Membership Interests, each assigned a Member Interest Number, which
will remain the same as long as the Membership Interest exists. The Membership Interests are recorded
in book-entry form, but no Owner may demand any certificates showing their Membership Interest be
produced. However, without limiting the foregoing, where necessary for Membership Interest
Financing or Property Acquisition Financing, the Owner Representative may determine it necessary
that such certificates representing Owners’ Membership Interest are produced.

2.3 Membership & Initial Ownership. Any interest in Godo Kaisha, owned by each Owner
respectively, shall be inseparable and appurtenant to that Owner’s ownership of the Membership
Interest(s). Each recorded Owner shall always own at least one (1) Membership Interest in Godo
Kaisha, and shall therefore remain a member and have an ownership interest in Godo Kaisha. Each
Owner shall have the rights, duties, and obligations as set forth in this Agreement and other Managed
Residence Documents, as may be amended from time to time, in accordance with their Membership
Interest. The Schedule of Owners reflects each individual holding either a Class A or Class B
Membership Interest as of the date of this Agreement (attached hereto as Schedule 1). Upon any
transfer (other than a collateral assignment that has not been foreclosed upon) of any Membership
Interest, the Schedule of Owners shall be updated. Any update of the Schedule of Owners shall not be
an amendment to this Agreement, nor require the consent of any Owner, except as indicated in this
Agreement. An updated version shall be provided to any Owner upon their reasonable request. Each
Owner admitted as a member of the Company on the Effective Date shall take all actions and make all
capital contributions as specified on Schedule 4 attached hereto, which is hereby made part of the
Agreement.

2.4 Voting. When deciding on a Matter of Concern, the following shall apply:

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 (a) Number of Votes. Each Membership Interest shall carry one (1) vote.

(b) Routine Matters. If any matter to be determined is a Routine Matter, it may be

decided upon by Program Manager, or by action of the Owners upon Program Manager’s request
detailed in Section 2.5(b).

(c) Important Matters, Major Matters and Unanimous Matters . Important Matters,
Major Matters and Unanimous Matters will be voted upon by the Owners. The Program Manager will
organize a meeting and organize the vote as set out in Section 2.5. The required votes shall be as
follows:

(i) Important Matters shall require the Consent of Six Interests;

(ii) Major Matters shall require the Consent of Seven Interests; and

(iii) Unanimous Matters shall require Unanimous Consent.

(d) Joint Owners Disputes. If any Membership Interest is owned by more than one
(1) individual, the vote for that Membership Interest must be cast as a single vote. If the joint Owners
of a single Membership Interest are unable to agree on their vote, the right to vote shall be lost. If any
joint Owner issues a vote for the Membership Interest, it will be assumed this Owner was acting with
the consent of the other joint Owner(s) of that same Membership Interest. If multiple votes are cast
under the same Membership Interest, none of them shall count and all shall be void.

2.5 Owner Meetings and the Role of the Owner Representative.

(a) Meetings. The Owners are under no obligation to hold regular meeting.
However, when requested by either the Program Manager or two (2) or more Owners, the Owner shall
be required to hold a meeting. Meetings of Owners are held electronically via video conference, if all
Owners have electronic access to both audio and video at the time of the meeting. Program Manager
may set the time and date for the meeting and send out an invitation by Electronic Transmission to the
Owners, which invitation shall include access links, identification details, and passcodes. If Owners
wish to hold a meeting with regard to the Program and/or the Managed Residences, the Owner(s) shall
provide notice of that desire and the proposed subject matter, after which Program Manager will
coordinate the meeting. Family Members and/or legal representative may represent an Owner at any
meeting, holding a valid proxy signed by the Owner. Such signed proxies must be provided to Program
Manager not less than three (3) days prior to the date of the meeting. Program Manager will conduct
the meeting in a reasonable manner and shall determine a reasonable voting method, which may also
include written ballot or written consent by Owners. The vote of the requisite number of Owners will
determine the outcome of any Matter of Concern, provided that (i) the Owners are voting on that
Matter of Concern and (ii) the Matter of Concern requires more than a simple majority.

(b) Routine Matters. Program Manager will handle all Routine Matters. Program
Manager may request the advice and counsel of the Owners where needed by referring the Routine
Matter to the Owners for input obtained at a meeting. Program Manager shall give notice of the
meeting via Electronic Transmission, following the procedures for meetings in Section 2.5(a). Routine
Matters referred to the Owned shall be voted upon by simple majority vote.

2.6 Zoning Restrictions. Zoning Restrictions may prohibit time sharing and Transient
Rental Use. The way in this the Program has been designed is in a manner that attempts to

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 ensure that enjoyment of the Managed Residences complies with the Zoning Restrictions. The
Acquiring Usage Owners acknowledge that shared ownership by multiple Acquiring Usage
Owners who are not Life Partners may invoke questions or time sharing. Therefore, by
accepting the Membership Interest, each Owner acknowledges and agrees:

(a) Time Sharing. It is strictly prohibited to engage in any actions that may
constitute time sharing of the Managed Residences and/or the Membership Interests. As such, no
Acquiring Usage Owner may divide ownership of Membership Interest, or any rights of use and
enjoyment related thereto, be transferred to or contributed into a time sharing program, vacation club,
destination club, private residence club, non-equity cub, or fractional ownership program, or any
similar program.

(b) Multiple Owners. Except as expressly stated in this Agreement, the Class A
Membership Interests may not be owned by multiple Persons if these Persons are not Life Partners.
Where Life Partners, at any point, cease to be Life Partners, they will have to determine which of the
two persons shall be the sole owner of the Class A Membership Interest. Nothing in this Section 2.6(b)
of this Agreement shall prohibit:

(i) ownership of a Membership Interest by a living trust, with the Life

Partners being the beneficiaries thereof;
(ii) ownership of a Membership Interest by Family Members after an
Owner’s death, provided that it is an individual Family Member acquiring the Class A Membership
Interest through the estate of the deceased Acquiring Usage Owner. If Family Members acquire the
Class A Membership Interest in such a way, they must appoint a Designated Owner for the purpose of
administering the rights of Family Members under the Managed Residence Documents. The
Designated Owner will be solely responsible for that Class A Membership Interest and the right
thereto; or

(iii) ownership of a Class A Membership Interest by a business entity,

provided that all shareholders, principals, limited liability company members, or partners are Life
Partners or Family Members of Life Partners, and further provided that the business entity appoints a
Designated Owner who shall be solely responsible for administration of the rights of the entity under
the Managed Residence Documents.

(c) Rental of Managed Residences by Owners. Each Acquiring Usage Owner

acknowledges and agrees upon acceptance of the Membership Interest, that the Managed Residences is
owned by Godo Kaisha and that the Program is for the personal use and enjoyment of the Managed
Residences, solely for the Owner, Owner’s Family Members, and Owner’s guests. Owners may
therefore not rent out the Managed Residences to any third parties, including Permitted Users or
Sponsored Guests, whether for Transient Rental Use or otherwise.

(d) Limitation of Unaccompanied Use. The Managed Residences Policies contain

provisions regarding restrictions on unaccompanied use by Sponsored Guests. The Program Manager is
entitled to enforce these Managed Residences Policies, taking into account the Zoning Restrictions in
effect, or any enforcement practices of the county in which the Managed Residences is located, even if
not specified in the Zoning Restrictions. The Sponsored Guests shall also abide by other provisions in
the Managed Residences Policies in relation to them.

ARTICLE III.
USAGE RIGHTS

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 3.1 Use Rights. Each Class A Membership Interest shall provide the Acquiring Usage
Owner with certain usage rights in relation to eachone specific of the Managed Residence (the
“Dedicated Managed Residence”)s, subject to the terms and conditions of this Agreement. During the
Acquiring Usage Owner’s Stays, they shall have the exclusive right to occupy that specific Dedicated
Managed Residence at that specific time.

(a) So long at the Acquiring Usage Owner is not currently in violation of the
renting out of the Managed Residences, for Transient Rental Use or otherwise, the Acquiring Usage
Owner may permit one or more Sponsored Guests to occupy the Managed Residences during the
Owner’s Stay, whether the Sponsoring Owner is present in the specific Managed Residence or not.
Sponsored Guests must at all times abide by the Managed Residence Policies, as published to the
Owner(s) from time to time.

(b) If any Acquiring Usage Owner is currently Delinquent in the payment of any
amounts due, the Acquiring Usage Owner may not make any reservations for the use or occupancy of
any of thetheir Dedicated Managed Residences.

3.2 Occupancy. None of the Owners shall have the right to claim ownership or exercise
any ownership rights with respect to the Managed Residences, unless specifically stated otherwise in
this Agreement.

(a) The Managed Residences shall, at all times during an Owner’s Stay, be kept in
first class condition and repair, in accordance with the Managed Residence Standard. Upon vacating
any Managed Residence, the Owner shall remove all persons and property affiliated with or belonging
to the Owner from the Managed Residence’s premises, and leave the Managed Residence in good and
sanitary condition. More generally, the Owner shall always abide by the Managed Residence Policies.

(b) When using any of the Managed Residences, the Owner shall compensate the
Program Manager for housekeeping and cleaning charges, to the extent not included as a Basic
Expense, as provided for by Section 5.2(e) of this Agreement, as well as other Personal Charges that
may accrue.

(c) As specified in the Managed Residence Policies, if the Owner permits any
other individual to use the Managed Residences during a stay, the Owner shall be fully responsible for
their actions and omissions, including any damages caused to the Managed Residence(s) and their
respective Furnishings, and any other losses that may arise.

3.3 Failure to Vacate. The Owner shall be required to vacate the Managed Residence upon
expiry of Owner’s Stay at that specific Managed Residence. Owner shall not occupy the Managed
Residences during any other time than a Stay. Owner also agrees as follows:

(a) A Detaining User may (i) be immediately removed from the Managed
Residence; (ii) to the maximum extent permitted, be deemed to have waived any requirement for notice
regarding such removal; (iii) be required to reimburse the Owners, Godo Kaisha, the Owner
Representative and the Detained User for costs and expenses incurred as a result of their conduct as set
out under this Section 3.3; be required to pay to the Detained User liquidated damages in a sum equal
to two hundred percent (200%) of the Fair Value per day the Detaining User prevents use and
occupancy of one or more of the Managed Residences, per Managed Residence, including the day of

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surrender.

(b) Determination of the Fair Value shall be at the sole discretion of the Program
Manager.

(c) Program Manager is entitled to use all reasonable efforts required to remove a
Detaining User from a Managed Residence as well as to find a Detained User in finding alternative
accommodations. The cost thereof shall be paid by the Detaining User as a Personal Charge.

(d) In the event that the Program Manager, in its sole discretion, deems it
necessary to contract for a period greater than the actual period for which the use is prevented in order
to secure alternate accommodations as set forth above, the cost of the entire period shall be assessed to
the Detaining User as a Personal Charge.

(e) Each Owner hereby agrees that it is difficult to determine damages resulting
from a Detaining User, and that the liquidated damages therefore constitute fair compensation given
the circumstances.

(f) Any act, omission or negligence of a Permitted User shall be deemed to be an

act, omission or negligence of the applicable Owner for the purpose of Section 3.3.

3.4 Use Restrictions. Without prejudice to, and subject to Section 2.6 and Article IV of
this Agreement:

(a) The Managed Residences shall be used in conformance with the terms of this
Agreement and the Managed Residence Policies that may be in effect from time to time.

(b) Any and all use of a Managed Residence will be residential and non-
commercial.

3.5 Transfer of Membership Interest.

(a) Membership Interest may not, voluntarily or by law, directly or indirectly, be

assigned, sold, transferred, gifted, pledged, mortgaged, exchanged, conveyed, encumbered,
hypothecated, or alienated (a “Transfer”), except in accordance with Section 2.6(a), Section 2.6(b),
Section 3.5, Section 7.3, Section 9.3, and Section 9.4. Membership Interest may not be transferred in
part, provided, however, that nothing shall restrict the manner in which title to Membership Interest is
held lawfully under State Laws. Any Transfer that results in the separation of the Membership Interest
from the Owner’s rights and obligations as Godo Kaisha member, or whereby not the full Membership
Interest is transferred, are null and void.

(b) Membership Interest may not be transferred, directly or indirectly, without the
Owner Representative’s express written consent, determined at Owner Representative’s sole discretion,
except where:

(i) a sale for cash is made to a Person who is permitted to become an

Owner pursuant to the Managed Residence Documents;

(ii) a Security Interest is granted in accordance with this Agreement;

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 (iii) upon death of an Owner a Family Member or a trust or family limited
partnership or liability company Controlled by Owner formed for estate planning purposes, for the
benefit of the Owner or Owner’s Family Member(s); and

(iv) Transfer takes place to another Owner under to Section 9.3, or to a

direct or indirect owner of Membership Interest in existence on the date of Transfer.

(c) Transfer of Membership Interest will mean the transfer to the new owner the
interest to all funds already contributed and/or obligations already met by the Owner in respect to that
Membership Interest.

(d) Transferees shall only become a member of Godo Kaisha (a “Substitute

Owner”), nor acquire any usage rights to the Managed Residences, when the conditions of Section
9.4(b) have been met in full. When a new Owner is admitted as a member to Godo Kaisha in
accordance with this Section 3.5(d), the Owner assigning its Membership Interest shall have no further
duties, obligations, or liability from the effective date of assignment. All duties, obligations, and
liability shall be assumed by the Substitute Owner upon the effective date of assignment, including any
liability caused by the transferring Owner prior to the assignment of the Membership Interest.

(e) No Membership Interest shall be transferred where such Transfer would cause
Godo Kaisha to breach any agreement or instrument to which it is a party.

3.6 Separate Security Interests. A Security Interest in the Membership Interest is

subordinate to all of the Managed Residence Documents. When Membership Interest is sold under the
UCC, the Managed Residence Documents shall be equally binding on the Acquiring Usage Owner.
Nothing in this Agreement, nor an enforcement of any lien, shall impair, defeat, or render invalid the
priority of the lien of any Security Interest, provided that the Security Interest is considered to be a
Permitted Security Interest and has been perfected in accordance with the UCC.

3.7 Membership Attributes. This Agreement governs all rights regarding use and
enjoyment of the Managed Residences. If an Owner or other Person who obtains or acquires any right,
lien, or interest in one or more of the Managed Residences, they will not attempt to seek any judicial
partition of that Property or any sale of that Property.

3.8 Protection of Membership Interest. With exception of Section 3.5(b)(ii), it is not

permitted to allow the Membership Interest to become subject to a lien, claim or charge, whereby the
enforcement thereof might or would result in a threatened sale of Membership Interest of any other
Owner or interfere in the enjoyment of any other Owner. If a situation occurs where the sale of the one
or more of the Managed Residences or part thereof is threatened, or, similarly, that of any Membership
Interest of the Acquiring Usage Owner or any Owner, the following applies. The non-violating Owners
(each a “Curing Owner”) may, but shall be under no obligation to do so, pay or compromise the lien,
claim or charge. The Owner causing such threat due to a lien, claim or charge (the “Owner in
Violation”) will be required to repay the Curing Owner or Godo Kaisha, whichever had paid or
compromised the lien, claim or charge, together with reasonable attorneys’ fees and costs and/or any
interest on the amounts paid at the lower of twelve percent (12%) and the maximum rate provided by
law. If any Owner advances any funds to Godo Kaisha, the Owner shall prevent such funds from being
subjected to any attachment, lien, claim, or charge, or other legal process. If funds are depleted under
such circumstances, the Acquiring Order will be liable to restore the funds, and to reimburse Godo
Kaisha, Owner Representative, and/or Program Manager for reasonable attorneys’ fees and other costs.

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 3.9 Rights of Entry.

(a) License to Operate. The Owner Representative and Program Manager are
hereby granted a license, for themselves, and their successors and assigns, and their agents, employees,
(sub)contractors, and authorized personnel (collectively the “Authorized Personnel”), while the Owner
Representative remains manager of Godo Kaisha, and for Program Manager, while it remains
contracted to operate and maintain the Managed Residences. The license shall be for the management,
operation, repair, and maintenance of the Managed Residences. The use of the License by Owner
Representative and Program Manager may not interfere with the Owners’ usage rights hereunder.
During Maintenance Periods the Owner Representative and Program Manager may enter the Managed
Residences, as well as their Authorized Personnel, in order to provide maintenance or cleaning
services. Where necessary, they may also enter the Managed Residences in order to (i) make
emergency repairs; (ii) abate nuisances or stop unlawful activity; (iii) protect property rights and the
welfare of the Owner or a Sponsored Guest; (iv) for any purpose reasonably related to their duties
hereunder. Any entry into the Managed Residences must cause as little interference as possible with
the enjoyment by the Owners of the Managed Residences and will be preceded by reasonable notice
where possible.

(b) License for Improvements. Subject to Section 3.9(a), the Owner

Representative, Program Manager and their respective Authorized Personnel have the right and are
hereby granted a license to perform the maintenance and repair work needed to maintain the Managed
Residences, at their sole discretion as applicable.

(c) Access for Utilities. The Owner Representative and Program Manager are
hereby granted a license, for themselves, and their Authorized Personnel, while the Owner
Representative remains manager of Godo Kaisha, and for Program Manager, while it remains
contracted to operate and maintain the Managed Residences. This right and license shall apply to all
services related to electric, telephone, water, cable or satellite TV, internet and other transmission lines,
gas and sanitary sewer lines and facilities, and for drainage facilities as may be required or needed for
the Managed Residences or for adjoining property. Both the Owner Representative and Program
Manager may convey and grant easements to third parties for utility purposes, to which the Acquiring
Usage Owners consent upon accepting Membership Interest and appoint each of the Program Manager
and the Owner Representative as his or her attorney-in-fact, to execute any and all instruments
conveying or creating such easements. This power of attorney is irrevocable, coupled with an interest,
and shall be a covenant running with the land and an equitable servitude.

(d) Owners’ Right of Entry for Resales . A non-exclusive right to enter the
Managed Residences for the purpose of marketing and selling the Membership interests is hereby
granted to each Owner. The same right is granted to the Owner Representative and Program Manager
for the purpose of selling the Managed Residences. Showings of the Managed Residences to potential
buyers shall not exceed more than one (1) per week, unless the Managed Residences is unoccupied. If
the Managed Residences is occupied, a showing shall require forty-eight (48) hours’ notice to the then-
occupants. No showing shall occur between noon, local time, on Friday and noon, local time, on the
immediately following Monday.

3.10 Class B Dividend Rights. Contributing Owners holding a Class B Membership Interest
shall be entitled to receive a special dividend (the “Special Dividend”) under this Agreement, the
height of which shall be decided upon through with a simple majority among voting Owners.

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 ARTICLE IV.
ADDITIONAL RESTRICTIONS ON USE AND MEMBERSHIP

4.1 Use Restrictions.

(a) Subject to anything to the contrary in this Agreement, any related Managed
Residence Documents, and the Zoning Restrictions, the Managed Residences may be used by
Acquiring Usage Owners and Permitted Users in any way and for any purpose permitted by law.
However, the Managed Residences may not be used for commercial purposes. The Managed
Residences shall be used and enjoyed in accordance with the Managed Residence Policies and
Managed Residence Standard. Any violation of this Section 4.1(a) shall result in the violating Owner
having to reimburse Godo Kaisha for all expenses incurred as a result of the violation, which shall be a
Personal Charge.

4.2 No Increased Insurance. No items or property may be placed in the Managed

Residences which would increase the rate of insurance for the Managed Residences, without Owner
Representative’s written consent, or which would cancel the insurance partially of completely.

4.3 Offensive Activity. The Acquiring Usage Owner and its Permitted User(s) shall refrain
from carrying out any offensive activities within the Managed Residences, as well as any activities that
are or are potentially an annoyance of a nuisance for anyone using the Managed Residences or in the
vicinity thereof.

4.4 Debris. Rubbish, trash, and garbage should be accumulated at the designated areas.
Trash cans and rubbish containers should not be visible from the street or the driveway, unless on a
collection day.

4.5 Animals. No animals or pets may be brought into the Managed Residences, with the
exception of Permitted Dogs or animals that are required and certified to provide aid to an individual
with a disability. What is a “Permitted Dog” is defined in the Managed Residences Policies. A
Permitted Dog or Aid Animal may be removed by the Owner Representative or Program Manager by
reasonable means if it is deemed to be a nuisance or a threat to health, safety, and welfare of the
occupants. Damages causes by a Permitted Dog or Aid Animal shall be charged to the Owner as
Personal Charges. The Owner may bring a maximum of two (2) Permitted Dogs onto the Property at
any time.

4.6 Vehicles, Trailers and Boats . Owner shall not bring any mobile homes, trailers,
campers, recreational vehicles, or boats into the Property, at any time.

4.7 Storage Areas. Limited storage is available at the Managed Residences. If Acquiring
Usage Owner wishes to store goods or personal items at the Managed Residences while not an
occupant, this will be subject to availability in accordance with the Website and App, to be decided by
Owner Representative or Program Manager at its sole discretion. If the storage incurs any additional
costs, these shall be billed as a Personal Charge to the Acquiring Usage Owner.

4.8 Parking. Parking shall take place in accordance with the Managed Residences
Policies. Acquiring Usage Owner should refrain from parking in the neighborhood in the streets
overnight, unless absolutely necessary and permitted by law.

4.9 Pests. Acquiring Usage Owner must not bring anything to the Managed Residences

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which may cause, breed, or harbor any infectious plant diseases, noxious insects, or vermin.

ARTICLE V.
MANAGEMENT

5.1 Owner Representative and Engagement of Program Manager.

(a) Godo Kaisha shall be manager-managed, to be managed by the Owner

Representative in the capacity as non-member manager. Subject to anything to the contrary in this
Agreement, the Owner Representative shall manage and administer the day-to-day operations of Godo
Kaisha, at its sole power and discretion, to make all decisions and perform all acts as needed and
customary or incident to management of the business, property and affairs of Godo Kaisha. No Owner
shall have the power or authority to bind or act for Godo Kaisha in any manner. Notwithstanding the
preceding, the Owners hereby agree and confirm that (i) the Program Manager will make almost all
day-to-day decisions (not the Owner Representative); (ii) pursuant to the Program Management
Agreement, Program Manager has the power and authority to act on behalf of Godo Kaisha and to bind
Godo Kaisha; and (iii) the Owner Representative shall be responsible solely for the monitoring of the
Program Manager’s activities in connection with this Agreement and to ensure that Program Manager
is compliant with the Program Management Agreement. If there is no Program Manager at any point in
time, Owner Representative shall perform the functions of Program Manager.

(b) The Owner Representative shall be: [name], a [State] corporation. The Owner
Representative may only be removed if it commits a breach of a material term of this Agreement which
is uncured for the applicable notice and cure period. However, no removal will be effective until a new
Person is selected as a replacement Owner Representative and that Person has accepted appointment.

(c) The Owner Representative will always exercise best efforts and act in the best
interest of Godo Kaisha, especially when retaining a Program Manager.

5.2 Specific Powers and Duties Delegated to the Program Manager. In accordance with
this Agreement, the Program Manager will have the right to maintain and repair the Managed
Residences in accordance with this Agreement, the Managed Residences Standard, to administer the
Owners affairs and interests in the Managed Residences, to enforce obligations under the Managed
Residence Documents, to acquire (through lease or purchase), maintain, repair, and/or replace
Furnishings, to levy and collect Assessments and Personal Charges as detailed in this Agreement, and
to pay expenses and costs, also as detailed in this Agreement. These actions will be delegated to
Program Manager:

(a) Bank Accounts. Depositing funds collected from Acquiring Usage Owners
are to be handled by the Program Manager as follows:

(i) All funds shall be deposited in the General Account, with the
exception of Personal Charges and Reserve Expenses, and are to be used for Program Manager’s duties
as specified in the Managed Residence Documents.

(ii) Reserve Expenses are deposited in the Reserve Account. Accurate

books and records must be kept in this regard to reflect the amounts due to Acquiring Usage Owners.
The Reserve Account holds funds in trust and may only be used by Program Manager for the purposes
for which they have been collected (unless in case of an emergency). After emergency use, funds in the
Reserve Account must be replaced as soon as possible, but within the Fiscal Year following the Fiscal

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Year during which the emergency occurred. Interest earned on the funds in the Reserve Account will
be used as Reserve Expenses and payment of related taxes.

(iii) Deposits collected from an Acquiring Usage Owner for payment of

Personal Charges are deposited into the Acquiring Usage Owner’s Personal Account and may only be
used to pay for Personal Charges incurred by the Acquiring Usage Owner.

(b) Managed Residences Policies. Any modification of the Managed Residence

Policies.

(c) Borrowing of Funds. The borrowing of any funds and/or the encumbrance of
the Managed Residences or their respective Furnishings under any Mortgage or Financing Loan.

(d) Budget and Annual Report. The preparation of the Budget and estimation of
the Basic Expenses, shall occur as follows:

(1) Basic Expenses shall be estimated by the Program Manager

for the next Fiscal Year. A Budget will be adopted in accordance with the Basic Expenses not less than
thirty (30) days prior to the start of the next Fiscal Year. The Budget will include the following items:

(A) estimated revenue and expenses on an accrual basis;

(B) a summary of the reserves held;

(C) whether any Special Assessments are required to

repair, replace or restore any major portion of the Managed Residences; and

(D) a description of the calculation of reserves needed for

future repair, replacement or additions to the Managed Residences and their respective Furnishings.

(2) At the end of each Fiscal Year, within one hundred twenty
(120) days, the Annual Report will be distributed to each Owner, which shall not require an audit.

(3) If so requested, Secured Parties may have access to the

Budget and Annual Report.

(e) Cleaning and Housekeeping Service. The power and duty to establish and organize
cleaning and housekeeping during Scheduled Maintenance Period and further set
up cleaning and maintenance in accordance with the Managed Residence
Standard. A fee may be charged to the occupant of the Managed Residences for
additional cleaning, housekeeping, and/or personal services as requested by the
occupant.

(f) Collection of Damages. Power and duty to use reasonable efforts to collect
costs of repair, restoration, and/or replacement, with the exception of reasonable wear and tear, and to
the extent not covered by insurance proceeds paid to Godo Kaisha.

(g) Delegation. The delegation for duties under the Program.

(h) Inspection of Books and Records. Duty to open at reasonable times during

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business hours, the Managed Residences books and records, by any Acquiring Usage Owner,
Mortgagee, or Secured Party. For the Acquiring Usage Owner, this shall only apply where needed for a
purpose reasonably related to the Acquiring Usage Owner’s interests as an Owner. The Program
Manager may require notice to be given; inspection to be done at certain times; and/or expenses to be
covered. Acquiring Usage Owners may, once per Fiscal Year, audit Godo Kaisha’s books using an
experienced certified public accountant, with at least a regional (relative to the location of the Managed
Residences) reputation, at Acquiring Usage Owner’s costs. However, if the audit reveals material
financial information is misstated in five Annual Reports, or if balance sheets or operating statements are
off by an amount in excess of ten percent (10%) for any particular Fiscal Year, Godo Kaisha shall pay
for the costs of the audit.

(i) Insurance.
(1) Where commercially possible, the power and duty to engage:

(A) Insurance against loss or damage to the Managed

Residences, including, without limitation, risks and hazards customarily covered by an insurance
policy written on an all risk basis, such as, to the extent available at a reasonable cost, Acts of God,
environmental risk, and power outages intentionally imposed by public utility companies in
anticipation of the risks of fire events. The Program Manager shall either (A) annually update such
insurance if prudent and reasonably commercially available, or (B) procure and maintain an
endorsement which provides for full reimbursement for the actual cost of repair or replacement thereof,
without deduction for depreciation.

(B) Insurance against burglary and theft covering the

Furnishings, and where reasonable, personal property kept at the Managed Residences.

(C) One (1) or more policies of insurance which shall

include coverage for (A) general liability of Godo Kaisha in an amount not less than two million
dollars ($2,000,000.00), and (B) individual liability of officers and directors of Godo Kaisha for
negligent acts or omissions in that capacity, in an amount not less than five hundred thousand dollars
($500,000.00).

(D) Any other insurance deemed necessary, desirable, and

commercially reasonable by the Program Manager.

(2) Insurance policies should name all Owners, the Owner

Representative and the Program Manager as additional insureds, and include waivers of subrogation
against any Owner or Family Member, and a provision that no act or omission by an Owner will void
the policy or operate as a condition to recovery by any other person under such policy.

(3) Where needed and appropriate, the Program Manager shall

distribute to the Owners and the Owner Representative insurance summaries and notices in relation to
insurance policies.

(j) Legal and Accounting. To obtain legal and accounting services, where
necessary, reasonable, and proper, and compensate them accordingly.

(k) Levy and Collection of Assessments . In relation to Assessments, Program

Manager may establish the frequency of collection, and enforce the collection thereof with whatever
reasonable means available. s

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 (l) Maintenance and Repair; Property Management . Repair, maintain, repaint,
furnish or refurnish the Managed Residences and the Furnishings, establish Reserves in relation
thereto, and acquire and pay for materials, supplies, furniture, furnishings, labor or services. Where
reasonably possible, Managed Residences will provide written notice to the Managed Residences
occupant and conduct the repair and maintenance services at a time where the occupant will experience
as little disturbance as possible.

(m) Maintenance of Adequate Reserves. Maintaining and reviewing the need for
Reserves to pay Reserve Expenses as follows:

(1) Program Manager may authorize a temporary transfer of funds

from the Reserve Account to the General Account to meet short-term cash flow requirements or other
expenses. These funds must be restored as soon as practicable but not later than one (1) year later, except
where a delay is in the best interests of the Acquiring Usage Owners. The integrity of the Reserve
Account must be maintained, and Reserves will not be used other than for the repair, restoration,
replacement or maintenance of the portion of the Managed Residences for which the Reserve Account
was established which cumulatively exceeds twenty-five percent (25%) of the budgeted gross expenses
for the current Fiscal Year without concurrently authorizing a Special Assessment that will restore
reserves to adequate levels as determined by the Program Manager.

(n) Occupancy in Compliance with Zoning Restrictions. Program Manager will

notify the Owners and Owner Representative in the event that there are any changes to the Zoning
Restrictions which may affect the Managed Residences. Program Manager shall represent the interests
of the Owners and the Owner Representative in regard to any proposed changes to the Zoning
Restrictions; and to represent the Owners’ and Godo Kaisha’s best interest with regard to the local
authorities’ intention to impose measures upon the Managed Residences. The Owner, upon execution
of the Agreement, authorizes and appoints the Program Manager as his or her attorney-in-fact, to
execute any and all instruments or documents deemed by the Program Manager to be reasonably
necessary in connection with any such proceedings. The power of attorney created hereunder is
coupled with an interest and shall be irrevocable.

(o) Other Necessary Acts. Program Manager may do everything that is necessary,
desirable, or appropriate for maintenance and repair of the Managed Residences and Furnishings, in
accordance with the Managed Residences Standard, on commercially reasonable terms and always in
the best interest of Godo Kaisha and the Owners. Program Manager shall prevent conflicts of interest
and not take any compensation other than compensation received from Godo Kaisha.

(p) Right of Entry. Program Manager shall have a right of entry in accordance
with Section 3.9(a). Such entry into the Managed Residences, except in an emergency situation, will
require reasonable notice, shall be during reasonable daytime hours, and shall be subject to any security
measures requested by the occupant.

(q) Roster. Program Manager will maintain the Roster, which may be requested
by an Owner in writing. The Owner requesting the Roster shall not commercially exploit the Roster for
any purpose, or distribute it to any third party for a purpose not specified herein. If an Owner violates
this clause (q), in addition to all other rights, powers and remedies available to Godo Kaisha under this
Agreement, the Owner will be subject to all of the liabilities imposed by law, and agrees to indemnify
and defend Godo Kaisha, the Program Manager and the other Owners against and to hold Godo
Kaisha, the Program Manager and the other Owners harmless from any and all claims arising from or
related to such Owner’s unauthorized use of the Roster.

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 (r) Statements of Status; Delinquency Notices; Managed Residence Documents.
The power and the duty:

(i) to issue a Statement of Status within five (5) days of the receipt by the
Program Manager of a request by any Person who may request such statement. Such Statement of
Status shall be binding upon Godo Kaisha in favor of any person who may rely thereon in good faith;

(ii) to provide a copy of any or all of the Managed Residence Documents

within five (5) days of the receipt by the Program Manager of a request therefor by any Owner or the
Owner Representative;

(iii) where any out-of-pocket or indirect costs arise, charge a fee to the
requestor, in relation to the preparation of the Statement of Status or other documents; and

(iv) sending a Delinquency Notice to all Owners when it is in their best

interest.

(s) Taxes and Assessments. The Program Manager shall pay a n y a n d all
taxes, c o s t s , and assessments (including any “imputed underpayment” (Section 6225(b) of the
Code)), including the power to discharge, contest or protest liens or charges affecting the Managed
Residences, all subject to the terms of the Managed Residence Documents. Without limiting the
generality of the foregoing, Program Manager shall be obligated to facilitate Godo Kaisha’s payment
of real property taxes assessed against the Managed Residences, of which the Owner Representative
shall notify the Tax Assessor (as well as of any replacement program manager(s)).

(t) Utilities. Program Manager will arrange and pay for the costs of water,
electrical, telephone, cable and satellite television, broadband internet, gas, refuse pick-up, garbage
disposal and other utility services as required for the operation and enjoyment of the Managed
Residences by the Acquiring Usage Owners.

5.3 Limitation on Powers of Godo Kaisha.

(a) Matters of Concern. Without limiting the provisions of this Agreement

specifying the level of Owner participation in Matters of Concern, Godo Kaisha shall not take action
on any Important Matter without the Consent of Six Interests, Consent of Seven Interests, or
Unanimous Consent.

5.4 Limited Liability.

(a) To the maximum extent permissible by law, all debts, obligations and
liabilities of Godo Kaisha, whether arising in contract, tort or otherwise, shall be solely the debts,
obligations and liabilities of Godo Kaisha. The Owners and the Owner Representative shall not be
obligated personally for any such debt, obligation or liability of Godo Kaisha as a result of their status
as member or non-member manager of Godo Kaisha.
(b) The Owner Representative and Owner(s) will not be liable to Godo Kaisha,
the Owner Representative or any Owner for any act or omission relating to the business of Godo
Kaisha, for as long as they act in good faith and within their authority. This shall not include any act or
omission which constitutes fraud, gross negligence, willful misconduct, or a breach of this Agreement

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or any Managed Residence Documents.

5.5 Indemnification.

(a) Godo Kaisha shall indemnify and hold harmless each Owner, the Owner
Representative, the Program Manager and all of their respective direct and indirect shareholders,
directors, officers, partners, members, managers, trustees, trustors, beneficiaries, agents, and employees
(each separately an “Indemnified Party” and collectively the “Indemnified Parties”), from and
against any and all losses, costs, obligations, claims, expenses, damages, liabilities, attorneys’ fees and
costs, expert and consultant costs, fines, judgments, penalties, debts, suits, actions and causes of action
(including those arising out of bodily injury and/or personal injury to, or death of, persons)
(collectively, “Claims”) that may arise through any act or omission on behalf of Godo Kaisha, acting in
good faith and within their authority. Godo Kaisha shall however not be required to indemnify any
Indemnified Party from any Claims that result from fraud, gross negligence, willful misconduct, or a
breach of this Agreement or any Managed Residence Documents.

(b) Any expenses incurred in the defense of any Claim (where the Claim has not
been brought by an Indemnified Party or an Affiliate) shall be advanced by Godo Kaisha, but only if
the Indemnified Party has committed to repay Godo Kaisha if they are not entitled to indemnification
as specified in this Section 5.5.

(c) Section 5.5(b) shall only apply if the Claim and costs made in relation thereto
are not compensated for by Godo Kaisha’s insurance. Section 5.5 shall survive this Agreement until the
Claim has been resolved or barred by the statute of limitations resting thereon.

5.6 Duties.

(a) No party to this Agreement will have any obligations to any other party, unless
expressly specified in this Agreement. This includes any fiduciary duties.

(b) Where any approval of consent it required by any party stated in this
Agreement, the consent must be given in writing. Where a party may decide in its sole discretion, this
means they may take into account only those factors they think are desirable to consider. However, the
covenant of good faith and fair dealing shall not be waived by this Section 5.6.

(c) Godo Kaisha, Owner Representative, and Owners are not entitled to any
activity, ventures, or business of one another. Nothing herein is intended to restrict any party from
engaging in any form of business or undertaking outside Godo Kaisha.

5.7 Reliance by Third Parties.

(a) A third party may rely on a certificate provided by the Owner Representative
and/or Program Manager that the Owner Representative or Program Manager has the capacity and
authority to act on behalf of Godo Kaisha, without any further authorization being necessary, and that
executed documents will bind Godo Kaisha.

(b) The Owner Representative shall have full authority to execute on behalf of
Godo Kaisha all agreements, contracts, certificates, representations, conveyances, deeds, mortgages
and other instruments, or to delegate this authority to the Program Manager under the Program
Management Agreement.

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 5.8 Branding. Program Manager shall be entitled to add their logo and futher branding to
the exterior of the Managed Residences. No Owner or other Person may remove, alter,
or modify such branding or any depiction thereof, in any way whatsoever, without
Program Manager’s express written consent.

ARTICLE VI.
ASSESSMENTS AND PERSONAL CHARGES; DISTRIBUTIONS; ACCOUNTING

6.1 Creation of Personal Obligations For Assessments.

(a) Generally. From the Effective Date of this Agreement, each Acquiring Usage
Owner covenants and agrees that they shall pay to Godo Kaisha all Assessments that arise, which shall
be their personal obligation, irrespective of any changing circumstances or non-use of the Managed
Residences. Personal Charges are not Assessments. Only Class A Membership Interest shall require the
payment of Assessments.

6.2 Purpose of Assessments. Assessments are exclusively to be used for matters relating to
the recreation, health, safety, and welfare of Acquiring Usage Owners, to operate, maintain, repair and
improve the Managed Residences, and to reimburse expenses incurred by Godo Kaisha.

6.3 Limitation on Basic Expenses. The Basic Expenses may not be higher than one
hundred twenty percent (120%) of the Basic Expenses of the preceding Fiscal Year.

6.4 Reduction of Budget. The Program Owner may, at its sole discretion, reduce the
Budget where it is larger than amounts needed to meet the Basic Expenses. The reduction in the
Budget shall be allocated to Acquiring Usage Owners in the ratio of the Annual Owner Fees. However,
a reduction in Budget shall not entitle an Acquiring Usage Owner to any refund of Annual Owner
Fee(s) already paid, and reductions may be used to meet Basic Expenses for the subsequent Fiscal
Year. A reduction in Budget will not relieve an Acquiring Usage Owner from their obligation to pay an
Annual Owner Fee that is past due.

6.5 Annual Owner Fee. Payment of the Annual Owner Fee will commence on the
Effective Date.

6.6 Payment of Annual Owner Fee. The Annual Owner Fee shall be paid as follows:

(a) The Annual Owner Fee in the Fiscal Year during which the Acquiring Usage
Owner acquires a Membership Interest, the Acquiring Usage Owner shall pay to Godo Kaisha the
Annual Owner Fee in monthly payments in the amount of (1/12 th) of the Annual Owner Fee, as well as
half of the Annual Owner Fee to the Program Manager on the date Acquiring Usage Owner acquires
the Membership Interest for the purpose of the Reserves.

(b) For every Fiscal Year thereafter, the Annual Owner Fee may be paid as a lump
sum on a date to be determined by the Program Manager, or in monthly (or otherwise) installments.

(c) A portion of the Annual Owner Fee attributable to Reserve Expenses shall be
deposited in the Reserve Account.

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 6.7 Special Assessments. If the Annual Owner Fees collected are inadequate to meet the
expenses incurred by Godo Kaisha, the shortfall may be compensated through a supplemental budget,
put together by the Program Manager, to be paid as Special Assessment by each Acquiring Usage
Owner. The Special Assessment will be paid in the same way as the Annual Owner Fee. Special
Assessments may not exceed twenty-five percent (25%) of the Basic Expenses for the Fiscal Year and
shall required the Consent of Six Interests, except where the Special Assessment is required to pay for
an extraordinary expense required through court order, or to pay for an extraordinary expense for repair
or maintenance due to a threat to health or safety.

6.8 Personal Charges.

(a) No Personal Charge hereunder is to be considered an Assessment. Godo

Kaisha and Program Manager will have all powers provided at law or in equity to collect Delinquent
Personal Charges. Program Manager shall have the remedies as set out in Section 7.2.

(b) Personal Charges shall be billed by Program Manager.

6.9 No Offsets. Assessments shall be payable without any rights of set-off or deduction,
under any circumstances whatsoever.

6.10 Acknowledgement Regarding Owner Representative . Owner Representative will not

be obliged to pay or advance any Assessments.

6.11 Available Cash/Distributions.

(a) Expectations. None of the Acquiring Usage Owners shall have the expectation
of making revenue and/or profit from the Managed Residences. Use of the Managed Residences is
limited to the Acquiring Usage Owners’ and Permitted Users’ personal use and enjoyment. Acquiring
Usage Owners shall not receive any distributions.

(b) Available Cash. “Available Cash” means all funds and proceeds received by
Godo Kaisha not used by Program Manager for Budgeted purposes, and to be determined by Program
Manager at its sole Discretion. Available Cash may be distributed to Acquiring Usage Owners pro-
rated in accordance with Membership Interest. Godo Kaisha shall not make any distributions other than
in Available Cash, with exception of potential donation or disposal of assets or property for a
charitable purpose, provided such assets have a value below $1,000, as determined by Program
Manager.

6.12 Method of Accounting. The Owner Representative shall select the accounting principles in
accordance with which the books and records of Godo Kaisha shall be kept, unless otherwise required
under the Code.

6.13 Allocation of Income and Losses. Allocation of Godo Kaisha income and other Godo
Kaisha related tax matters will be as set forth in Appendix “A” attached hereto and made a part
hereof. The Owner Representative reserves the right, in its sole discretion, to deviate from Appendix
A. The Owners intend that Godo Kaisha shall be treated as a partnership, with the Owners as the
partners of such partnership, for Federal, state, and, if applicable, local income tax purposes.

6.14 Financing. Owners may make arrangements with an Initial Owner to obtain
Membership Interest Financing under a credit sale agreement (the “Credit Agreement”) executed by

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the Financing Owner and Initial Owner. This will cause a risk that any Owner may suffer a
disproportionate share of losses, which is hereby acknowledged by each Acquiring Usage Owner.

(b) Property Acquisition Financing may be obtained by the Initial Owner, which
may cause a risk of disproportionate share of losses, which is hereby acknowledged by each Acquiring
Usage Owner.

ARTICLE VII. ENFORCEMENT OF RESTRICTIONS

7.1 In General.

(a) LLC Security Interest and Enforcement of Managed Residence Documents .

“LLC Security Interest” means a security interest under the provisions of the UCC and as further
defined in this Section 7.1. Where an Owner becomes a Defaulting Owner, Program Manager may,
among other remedies, whether at law or in equity, bring an action for damages, an action to enjoin the
violation or specifically enforce the provisions of the Managed Residence Documents, in order to
enforce the LLC Security Interest and any other statutory lien provided by law, including the sale of a
Defaulting Owner’s Membership Interest and the appointment of a receiver for the Defaulting Owner
and the right to lawfully take possession of the Membership Interest of such Defaulting Owner.

(b) Grant of LLC Security Interest . Upon accepting the Membership Interest, each
Owner grants Godo Kaisha an LLC Security Interest for all amounts that are or become due, causing
Godo Kaisha to have the rights of a Secured Party under the UCC. The Program Manager is entitled to
perfect this Godo Kaisha Security Interest in whatever way needed. Godo Kaisha is authorized to
collect delinquent amounts owned by the Defaulting Owner, whereby the Defaulting Owner shall be
liable for reasonable attorneys’ fees and costs incurred in relation to such collection. All sums payable
hereunder by a Defaulting Owner which become Delinquent shall bear interest at the rate of twelve
percent (12%) per annum or the maximum rate permitted by law, whichever is less, from the due date.
In addition, a late charge shall be due, which shall be the greater of (a) $50.00 or (b) ten percent (10%)
of the amount due for each payment which is Delinquent.

7.2 Certain Specific Enforcement Powers. Moreover, Godo Kaisha and the Program
Manager shall have the following rights and powers:

(a) Suspension of Privileges and Imposition of Monetary Penalties. Defaulting

Owners may be suspended from (i) occupying the Managed Residences, or (ii) voting on any matters,
if they remain in default for a period of 90 days after receiving written notice of their default. In
addition, as provided in the Managed Residence Policies, Godo Kaisha may impose monetary
penalties. Notwithstanding the preceding, the Program Manager may immediately suspend the
occupancy rights of the Owner, without observing any notice period, if the Owner is behaving
dangerously, illegal, unlawfully, or in any other unauthorized manner.

(b) Program Manager Enforcement.

(i) Reasonable methods may be used at Program Manager’s discretion to

enforce any provision hereof and to compel Owners’ performance of their obligations, including, but
not limited to, any Delinquent Assessments or Personal Charges (collectively, “Delinquencies”).

(ii) Upon executing the Program Management Agreement, under the

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Program Manager Delinquency Coverage Amount (PMDCA) provisions, the Owner Representative
assigns Godo Kaisha Security Interest to the Program Manager. As a result, Program Manager shall be
required to pay any and all Delinquencies due if the Delinquent Owner has not paid within ninety (90)
days of notice. The Program Manager shall be reimbursed for the PMDCA from the proceeds of sale of
Membership Interest. The Management Fee received by Program Manager shall constitute fair and
reasonable compensation for the risk in covering the PMDCA. If the Program Manager does not pay
the PMDCA, the Owners shall either individually or collectively pay the amounts due, and Program
Manager shall reimburse the paying Owner(s), increased by a five percent (5%) penalty amount, and
Program Manager shall not receive its Management Fee until it has reimbursed the Owner(s).

(c) The Owner Representative or Manager may make a written demand for
payment to a Defaulting Owner, stating the date of the demand and the Delinquencies. If a
Delinquency is not paid or default not cured within thirty (30) days of delivery, the LLC Security
Interest may be foreclosed against the Membership Interest.

(d) At any Membership Interest sale held to enforce the LLC Security Interest, the
party who paid the Delinquencies or PMDCA may credit bid the same amount, moreover, to the
maximum extent permitted by law, the Membership Interest acquired at this sale may be purchased,
acquired, leased, held, mortgaged, and conveyed.

(e) If the Membership Interest of a Defaulting Owner is sold, the proceeds shall
be used to discharge UCC Sale Expenses, Delinquencies, Cure Penalties, Cure Amounts and/or
PMDCA and other expenses incurred by Owners who paid these costs. After satisfaction of such costs,
the Defaulting Owner shall receive the remainder of the proceeds, unless any Secured Party is entitled
to receive any funds. The proceeds repaid to the Defaulting Owner shall never exceed the Defaulting
Owner’s Membership Interest.

(f) Any purchaser at a sale as described in this Section shall obtain title to the
Membership Interest, free from the sums or performance claimed (except as stated in this Section
7.2(b)) but otherwise subject to the provisions of the Managed Residence Documents. The sale shall
not relieve any purchaser from the payment of Assessments thereafter coming due or from the LLC
Security Interest as provided for in Section 7.1 of this Agreement.

(g) When there are three (3) or more Defaulting Owners, and their respective
Membership Interests cannot be resold within sixty (60) days following the latest of the Final Default
Notices, this shall constitute a “Liquidating Event”. In this case, the Program Manager shall have to
give written notice (the “Managed Residences Sale Notice”) to those Owners who are not Defaulting
Owners, thereby informing them that the Managed Residences shall be sold, including all relevant
details of the sale. The Owners agree that if such Managed Residences Sale Notice is given, and no
Owner provides an NSM Offer Notice (as defined in Section 9.3), Program Manager shall have the
right to cause the Managed Residences to be sold.

7.3 Subordination to Certain Security Interests . No Transfer of any Membership Interest

will affect the LLC Security Interest, but the LLC Security Interest shall be subordinate to any
Permitted Security Interest in the event of a sale or transfer pursuant to a UCC sale.

ARTICLE VIII.
DAMAGE, DESTRUCTION, OR CONDEMNATION

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 8.1 Damage or Destruction to Contents.

(a) If any of the Managed Residences, or part of any of them, is damaged other
than through ordinary wear and tear, whether through an insured or uninsured cause: (i) if such damage
or destruction can be repaired for less than $100,000.00, the Program Manager shall cause the repair or
restoration immediately; (ii) if such damage or destruction exceeds $100,000.00, the Consent of Five
Interests is needed to determine further steps. For the repair and restoration, the Program Manager must
obtain bids from at least two (2) or more contractors, to accept the most favorable one. Where a bid is
to be accepted, Godo Kaisha may levy a Reconstruction Assessment on all of the Acquiring Usage
Owners, in accordance with the method set forth below for the amount required to make up any
deficiencies between the total insurance proceeds and the contract price for the repair (the
“Reconstruction Shortfall”). The acceptance of the bid will be conditioned upon collection of the
Reconstruction Assessment, which shall be calculated and paid same as the Annual Owner Fee.
Alternatively, the Program Manager may borrow the necessary funds to pay the Reconstruction
Shortfall, which may, subject to the Consent of Seven Interests, require a Mortgage on the Managed
Residences. Each Owner hereby consents to this Section and the execution of relevant loan documents
by the Owner Representative, including any Mortgage.

(b) Where any damage or destruction was caused due to the intentional or
negligent act or failure of any Owner or Permitted User(s), the cost of the repair will be a Personal
Charge of the Owner, or the Owner whose Permitted User caused the damage or destruction. If damage
caused as described under this Section 8.1(a) is not covered by insurance, the Program Manager may
collect the cost from the Owner responsible. If insurance monies are offered, these must be applied to
the repair of the damage or destruction giving rise to them.

8.2 Emergency Repairs. If the damage to the Managed Residence(s) is so detrimental that
emergency repairs are needed, Program Manager may, upon its reasonable judgment, undertake such
repairs to protect persons and property from greater harm. Reserve Funds may be used for such
emergence repairs, subject to Section 5.2(a)(ii) regarding replacement thereof.

8.3 Extensive Damage or Destruction; Condemnation . If the Reconstruction Shortfall is

larger than twenty-five percent (25%) of the Basic Expenses of any Fiscal Year, the Consent of Six
Interests is needed to levy the Reconstruction Assessment. If no reconstruction shall take place as a
result, Godo Kaisha will commence dissolution of the Managed Residences and be terminated in
accordance with Section 9.2.

ARTICLE IX.
AMENDMENTS; DISSOLUTION AND MEMBERSHIP INTEREST SALE

9.1 Amendment. This Agreement may be amended as set forth below:

(a) The Consent of Six Interests shall be needed to amend this Agreement, unless
otherwise specified herein. An amendment must be in writing and signed and acknowledged by Owner
Representative and be executed by each Owner. Each Owner also hereby consents to the obligation to
execute all further documents needed as specified in this Agreement. The Owner Representative is
hereby irrevocably appointed as each Owner’s attorney-in-fact to execute instruments amending this
Agreement.

(b) Where the consent of the Owners is not needed:

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 (i) the Owner Representative may amend this Agreement to (1) admit any
Person to Godo Kaisha as an Owner; (2) comply with any ruling or regulation issued by the Securities
and Exchange Commission or any similar agency and/or applicable law; (3) add to representations,
duties, or obligations of Godo Kaisha; (4) make changes required by a lender or an Owner for
financing its acquisition of Membership Interest; or (5) correct a clerical mistake or omission; and

(ii) the Agreement may not be amended if such amendment would be

detrimental to the commitment to maintain the Managed Residences in first-class condition, and in
accordance with the Program; or which would defeat any assessment procedures; or which would
result in Important Matters or Major Matters to be decided upon without the consent standard set out
herein.
(c) If amendment of this Agreement requires special action in accordance with
applicable law, this shall occur so, unless the legal provisions are less restrictive than this Agreement.

(d) All amendments, modifications, or rescissions of this Agreement must be in

compliance with applicable law.

(e) Amendments made in accordance with this Section are binding upon every
Owner and Membership Interest.

(f) Amendment of any provision requiring the Consent of Seven Owners or

Unanimous Consent, this amendment will also need the Consent of Seven Owners or Unanimous
Consent.

9.2 Dissolution and Termination; Sale of the Managed Residences.

(a) Upon any of the following events, Godo Kaisha will commence dissolution:

(i) The Owners’ Unanimous Consent therefor;

(ii) Program Manager’s decision after the occurrence of a Liquidating

Event;

(iii) Any Non-Restoration Event taking place; and

(iv) When so required under the Act.

(b) The Program Manager shall sell the Managed Residences for an amount as
high as possible in accordance with the fair market value, at Program Manager’s discretion, when
dissolution commences, and wind up Godo Kaisha pursuant to Section 9.2(c).
(c) The sale of the Managed Residences and the windup of Godo Kaisha shall take
place as follows:

(i) The Managed Residences shall be listed either by the Program

Manager or a real estate agent. The Owner Representative may execute the listing agreement on behalf
of Godo Kaisha, and Program Manager shall execute the listing agreement as the broker of the seller.
Any terms in the listing agreement must be usual and customary. Where appropriate, the Program
Manager or the real estate agent may act as both seller’s and buyer’s broker.

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 (ii) The Managed Residences may only be sold under a purchase and sale
agreement, of which the terms must be approved by Owner Representative, and providing for:

(1) Services of an escrow company are to be used by Godo

Kaisha. The escrow company must be licensed and in good standing with the California Department of
Commerce and Consumer Affairs in connection with the administration and closing of any sales
transaction.

(2) Net proceeds from the sale of the Managed Residences and
other costs associated therewith are distributed to Godo Kaisha at the close of escrow.

(d) Following the close of escrow, the Owner Representative shall take such steps
as are legally required to wrap up the affairs of and terminate Godo Kaisha. All Owners will sign the
required documents required. Proceeds resulting from the sale will be distributed in the following
order:

(i) To Godo Kaisha’s creditors (including any taxing authority) that are not
Owners or Affiliates of Owners;

(ii) Owners or Affiliate of Owners that are Godo Kaisha’s creditors (if
any);

(iii) To reserves for Godo Kaisha’s not yet accrued or contingent

liabilities, to be determined by the Program Manager and Owner Representative;

(iv) To the Owners, with regard to:

(1) any unreimbursed PMDCA must be reimbursed to Program

Manager prior to reimbursements to Owners;

(2) if an Owner is Delinquent in any way for any payments due,

the Delinquent amount will be deducted from the proceeds the Owner is
entitled to and divided among the other Owners pro rated based on
Membership Interests.

(e) If Godo Kaisha’s affairs are wound up, the Owner Representative will file a
certificate of cancellation of the Articles of Organization with the Secretary of State.

(f) No Person shall voluntary take any action causing the dissolution or
liquidation of Godo Kaisha. This Agreement is considered to be fair and equitable with regard to
liquidation of Membership Interests. Therefore, except where the Program Manager or Owner
Representative has failed to liquidate Godo Kaisha, each Owner hereby waives and renounces their
legal right to seek the appointment of a receiver or trustee to liquidate Godo Kaisha or to seek a decree
of judicial dissolution of Godo Kaisha.

9.3 Right of First Offer.

(a) Selling Owner’s Obligation to Offer Membership Interest to Other Owners.

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Owners who wish to sell their Membership Interest (the “Selling Owner”), must first send a notice of
their intend to sell to the other Owners (the “Non-Selling Owners”), detailing the price and economic
terms regarding the sale of the Membership Interest. This will also apply to the Program Manager if it
is selling the Managed Residences in accordance with Section 7.2(g), and whereby the Program
Manager is considered a Seller Owner and the asset to be sold is the Managed Residences rather than
the Membership Interest.

(b) Non-Selling Owner’s Rights. A Non-Selling Owner may, on or before the fifth
business day following the Offer Notice (the “ROFO Period”), deliver to the Selling Owner, copying
in the Program Manager, a notice (a “NSM Offer Notice”) of the Non-Selling Owner’s offer to
purchase the Membership Interest on the terms set forth in the Offer Notice. In the event of multiple
NSM Offer Notices, the Program Manager may conduct an auction (the “NSM Action”) between the
offering Owners (the “Bidding Owners”), which shall be held on or before the second business day
following the expiry of the ROFO Period (the “Auction Period”). The Bidding Owner offering the
highest bid shall be deemed to be successful (the “Buying Owner”), and Program Manager shall
inform the Bidding Owners thereof. The closing of the sale shall be within 30 days of the Auction
Period expiring.

(c) Effect of Failure to Make an NSM Offer or Breach by Buying Owner . If no

NSM Offer Notice is delivered, or if the Buying Owner defaults, the Selling Owner may sell the
Ownership Interest from the period ending after one hundred eighty days following the delivery of the
Offer Notice. The purchase price under such contract may not be less than ninety percent (90%) of the
purchase price in the Offer Notice.

(d) Binding Contract. A binding contract is formed between the Selling Owner
and Buying Owner to purchase Membership Interest, pursuant to the terms of the Offer Notice.

(e) In General. This Section 9.3 will not apply to Transfers of Membership
Interest under Section 3.5(b)(ii) or Section 3.5(b)(iv), or a Transfer by a Contributing Owner under
Section 3.5(b)(i).

(f) Reoffers. The Selling Owner is free to send a further Offer Notice at any time
if the Membership Interest has not been sold.

9.4 Restrictions on and Conditions Relating to the Sale of Membership Interests.

(a) No Resales Permitted for Limited Period . An Acquiring Usage Owner may not
resell Membership Interest for the first year after acquisition thereof. Any sale within that time frame
shall be void ab initio.

(b) Procedures for Sales and Following Transfers . The Program Manager must
receive all details relating to the sale of Membership Interest as well as any personal details relating to
the Acquiring Usage Owner. Program Manager must also receive a statement that the transferee has
received the Managed Residence Documents, a Statement of Status, a copy of the Budget, and a
confirmation to be bound by any and all applicable documents referenced herein. If the transferor or
transferee has a Secured Party, details of thereof must also be provided to Program Manager.
Outstanding Delinquencies shall be paid to Program Manager prior to any transfer of Membership
Interest.

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 (i) While the Program Management Agreement is in effect, each
Acquiring Usage Owner agrees to engage the Program Manager in connection with the sale of their
Membership Interest. Commissions in the listing may not exceed six percent (6%) of the sale price of
the Membership Interest.

(ii) The Acquiring Usage Owner shall not list their Membership
Interest(s) for sale, other than on the Website and App (for the Right of First Offer). The Property
Company shall be the sole selling and listing agent for the Acquiring Usage Owners, unless agreed
otherwise.

(iii) The Program Manager may negotiate and execute the purchase and
sale agreement for the sale of Membership Interest, with approval of the Owner. The purchase and sale
agreement will include at least the following:

(1) A licensed escrow company, in good standing with the DRE

shall be used for the closing of the transaction.

(2) Proceeds derived from the sale of the Membership Interest are
to be distributed to the Owner by the escrow holder.

ARTICLE X.
DISPUTE RESOLUTION AND LIMITATION OF LITIGATION

10.1 Agreement to Avoid Costs of Litigation and to Limit Right to Litigate Disputes . Godo
Kaisha, all parties to this Agreement (which includes every Owner), and any person not a party to this
Agreement but submitting to this Article (the “Bound Party”), hereby agree and commit to resolve
disputes amicably and to avoid litigation where possible. Any claims or disputes arising out of this
Agreement, in relation thereto, or regarding its application (the “Claim(s)”), shall be resolved in
accordance with Section 10.3 of this Agreement, before any proceedings are initiated.

10.2 Exempt Claims. The following Claims ("Exempt Claims") shall be exempt from the
procedure set out in Section 10.3:

(a) Enforcement of Managed Residence Documents. The enforcement of Article

IV of this Agreement by Godo Kaisha, Owner Representative, or Program Manager;

(b) Injunctions. In order to obtain a temporary restraining order or other form of

emergency equitable relief, aimed to preserve the provisions of this Agreement and enforcement
thereof.

10.3 Mandatory Procedures For All Other Claims. All Claims other than Exempt Claims
shall be resolved using the following procedures:

(a) Notice. The Bound Party who has a Claim (the “Claimant”) against any other
Bound Party (the “Respondent”) will be required to notify the Respondent in writing thereof, stating:

(i) all details related to the Claim, including date, time, location, persons
involved, and Respondent’s role;

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 (ii) the basis of the Claim;
(iii) Claimant’s wishes or demands; and
(iv) a statement reflecting that Claimant wishes to come to a mutual
agreement, and a proposed meeting time and date to meet in person.

(b) Negotiation.

(i) The Claimant and Respondent will make all reasonable efforts to meet
in person and engage in good faith negotiation.

(ii) The Owner Representative may appoint a representative to assist the

Claimant and Respondent in resolving the dispute by negotiation if this is in the best interest of the
Owners in general.

(c) Final and Binding Arbitration.

(i) If Claims cannot be resolved as set out in Section 10.3(b), they will be
submitted for arbitration, in accordance with all Arbitration Rules, Procedures, and Protocols of
Dispute Prevention and Resolution in effect with State Laws. This Section is an agreement to arbitrate
all Claims, with the exception of Exempt Claims. The arbitration award (the “Award”) will be final and
binding on the parties, and judgment may be entered upon it in any court of competent jurisdiction to
the fullest extent permitted under State Laws.

10.4 Allocation of Costs of Resolving Claims.

(a) Pre-arbitration Costs. The proceedings and actions described in Sections
10.3(a) and (b) shall be for the cost of the Claimant and Respondent themselves.

(b) Arbitration Costs. The cost of the arbitration proceedings shall be borne by the
Claimant and Respondent equally, and each of the Claimant and Respondent shall bear the cost of their
(legal) representation itself.

10.5 Enforcement of Resolution. If either party fails to abide by the terms of any agreement
resulting from negotiation, or any Award through arbitration, the other party may file suit to enforce
the agreement or Award, without being bound by Section 10.3. In such proceedings, the party taking
action to enforce the agreement or Award is entitled to recover from the non-complying party (or
parties) all costs incurred, including attorneys’ fees and court costs.

10.6 Limitations on Initiating Legal Proceedings. Notwithstanding anything to the contrary

in this Article 10, and without limitation to Section 10.1 of this Agreement, legal, judicial, or
administrative proceedings may not be initiated by Godo Kaisha without the Consent of Six Interests.
However, the Owner Representative or Program Manager may decide to commence proceedings (a) to
enforce provisions of Managed Residence Documents; (b) to impose or collect Assessments; (c) to
challenge ad valorem taxation; (d) to bring a counterclaim by Godo Kaisha responding to proceedings
against it; (e) other actions or proceedings where actions or proceedings have been brought against
Godo Kaisha; (f) to enforce provisions of any contracts as specified under this Agreement; and (g)
Exempt Claims.

10.7 Rights of Enforcement.

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 (a) In General. If so specified under this Agreement or implied by the provision
itself, Godo Kaisha, Owner Representative and/or Program Manager may enforce the provisions of
Managed Residence Documents, including any covenants, restrictions, reservations, charges,
servitudes, assessments, conditions, liens, or easements.

(b) Representation of Owners. Godo Kaisha, Owner Representative, and Program

Manager will have the authority to, on behalf of any Owner(s), upon the Owner(s)’ written consent,
commence legal actions regarding any (threatened breach) of the Managed Residence Documents and
to enforce the provisions thereof. If Godo Kaisha, Owner Representative or Program Manager fails or
refuses to do so, the Owner may enforce or commence proceedings itself, in accordance with this
Agreement.

(c) Costs and Expenses of Litigation. Godo Kaisha, the Owner Representative,
and/or the Program Manager shall also be entitled to retain legal counsel as necessary for their legal
actions and proceedings hereunder. The costs thereof shall be paid by the losing party to the prevailing
party, unless determined otherwise by the decision-making authority.

ARTICLE XI. MISCELLANEOUS PROVISIONS

11.1 Governing Law. This Agreement shall be governed by, and construed and interpreted
in accordance with State Laws. Subject to what is specified in Article 10, the parties hereto agree to
submit to the jurisdiction of the State in connection with any claims or controversy arising out of this
Agreement. The venue for any actions shall be in County and State, or at such other place mutually
agreeable to the parties subject to the applicable dispute.

11.2 Notices. All notices, requests and demands to be made hereunder to the parties hereto
shall be in writing and shall be deemed received upon personal delivery to the party to whom the notice
is directed or, if sent by reputable overnight delivery service, upon one (1) business day after delivery
to the delivery service, or if sent by any means of Electronic Transmission, upon receipt, or if sent by
mail, three (3) business days following its deposit in the United States mail, postage prepaid, addressed
to the applicable party at: (i) with respect to the Owners, the address set forth under its name on the
Schedule of Owners; and (ii) with respect to the Owner Representative and the Program Manager, as
set forth on Schedule 5.

11.3 Severability. If any court of competent jurisdiction or determines any provision of this
Agreement to be invalid and unenforceable to any extent, the remainder of this Agreement shall not be
affected and may be enforced to the fullest extent permitted by law.

11.4 Benefits; Binding Effect. The covenants and agreements contained herein shall inure
to the benefit of and be binding upon the parties and their respective permitted successors and
permitted assigns. Except as expressly set forth in this Agreement, any permitted Person succeeding to
a Membership Interest shall succeed to all of the rights, interests and obligations under this Agreement
appurtenant to such Membership Interest and be subject to all of the terms and conditions of this
Agreement.
11.5 Headings; Other. The article, section and other headings contained in this Agreement
refer to articles, sections and headings of this Agreement unless otherwise indicated and are for
reference purposes only and shall not affect in any way the meaning or interpretation of any or all of
the provisions of this Agreement. As used in this Agreement, the word “including” (and with
correlative meaning “include”) means including, without limiting the generality of any description
preceding such term.

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 11.6 Pronouns and Plurals. Wherever pronouns are used in this Agreement which expressly
refer to the masculine, feminine or neuter forms, these shall refer to all genders, and the singular forms
of nouns, pronouns and verbs shall include the plural and vice versa.
11.7 Interpretation. Each of the parties and their respective legal counsel actively
participated in the negotiation and drafting of this Agreement and in the event of any ambiguity or
mistake herein, this Agreement shall not be construed unfavorably toward a party or parties on the
ground that that party or parties drafted or had drafted the Agreement.
11.8 Counterparts. This Agreement may be executed in several counterparts, and all so
executed shall constitute one Agreement, binding on all of the parties hereto.
11.9 Time of Essence. Time is of the essence in this Agreement.
11.10 No Third-Party Beneficiaries . Except as otherwise expressly provided in this
Agreement, nothing in this Agreement is intended, or shall be construed, to confer upon or give any
Person, other than the parties hereto and their respective legal representatives and permitted successors
and assigns, any rights or remedies under or by reason of this Agreement.
11.11 Integration. This Agreement and the documents referred to herein, including, without
limitation, the Managed Residence Documents, constitute the entire agreement and understanding
among the parties hereto with respect to the subject of this Agreement, and cancels and supersedes all
prior memorandums, discussions and agreements with respect to such subject matter.
11.12 Representation by Counsel. EACH OF THE OWNERS HEREBY
ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY THE OWNER REPRESENTATIVE
THAT THIS AGREEMENT IS A LEGAL DOCUMENT WHICH CREATES LEGAL RIGHTS,
DUTIES AND OBLIGATIONS OF THE MEMBERS, THE OWNER REPRESENTATIVE AND
Godo Kaisha HEREUNDER, AND THAT THE OWNER REPRESENTATIVE HAS INFORMED
EACH OF THE OWNERS THAT IT SHOULD SEEK THE REPRESENTATION OF AN
EXPERIENCED ATTORNEY IN CONNECTION WITH THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY, AND THAT EACH HAS HAD THE
OPPORTUNITY AND RESOURCES TO RETAIN COUNSEL AS SUGGESTED BY THE OWNER
REPRESENTATIVE. SHOULD ANY OWNER ELECT NOT TO RETAIN COUNSEL, SUCH
ELECTION AND DECISION IS MADE KNOWINGLY AND AFTER CONSIDERING THE
OWNER REPRESENTATIVE’S ADVICE HEREUNDER.

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 SCHEDULE
32

SCHEDULE OF MEMBERS

Owner Name and Address Membership Interest Number

#1

#2

#3

#4

#5
DocuSign Envelope ID: 370B983E-7569-4F66-A2E2-A37E6CE0B530

SCHEDULE
33

PRINCIPAL PLACE OF BUSINESS;

REGISTERED OFFICE AND REGISTERED

AGENT

The principal place of business, registered office and registered agent for service of process are as
follows:

(a) The principal place of business of Godo Kaisha shall be [address] or another place as
determined by the Owner Representative from time to time.

(b) The registered office of Godo Kaisha is [address], or another address as may be
determined by the Owner Representative from time to time as permitted under the Act.

(c) Godo Kaisha’s registered agent for service of process is [name]. The Owner
Representative may change from time to time Godo Kaisha’s registered agent as permitted under the
Act.

DESCRIPTION OF PROPERTIES AND DESIGN

MANAGED RESIDENCE DESCRIPTION

See Key Terms.

MANAGED RESIDENCE STANDARD

“Managed Residences Standard”, as used within this Agreement, means the standard to be
maintained with regard to the Managed Residences. This standard shall be that the Managed
Residences must provide a first-class experience to the Owners, which achieves a balance between
luxurious and fine living, and the informality of living in the spirit of the home and character of the
neighborhood.

DESIGN PROGRAM

“Design Program” means the interior and exterior design of the Managed Residences, and the
applicable color scheme(s) and design features applicable to hard and soft surfaces within a
predetermined theme, consistent with the Managed Residences Standard.

CONTRIBUTION BY OWNERS AND ACTIONS BY MEMBERS

In this Godo Kaisha, Class B Membership Interest holders shall be the Contributing Owners. All
existing Owners will take actions and make the initial capital contributions as detailed below.
DocuSign Envelope ID: 370B983E-7569-4F66-A2E2-A37E6CE0B530

SCHEDULE
34

(a) Each Contribtuing Owner shall contribute in cash to Godo Kaisha’s capital their share of the
Project Acquisition Value, in accordance with the “Capital Contribution Table” detailed under the Key
Terms.

(b) For each Membership Interest, the Owner will be required to contribute cash to Godo Kaisha’s
capital, as well as other out-of-pockets costs that arise upon closing. A settlement statement that is
shared with the Owners will set out all costs, deposits, and funds owed by each party.

(c) Upon satisfaction of clauses (a) and (b), each Contributing Owner has satisfied their initial
Capital Contribution required for the Membership Interest.
 SCHEDULE 5

ADDRESSES FOR NOTICE

In accordance with Section 11.2 of this Agreement, the following information will apply with regard to
notices:

If to the Owner Representative or the Program Manager: [address]

If to the Owner: See Key Terms

 SCHEDULE 6

ACQUIRING OWNER REPRESENTATION AND WARRANTIES;

INDEMNIFICATION

Representation and Warranties

Each Acquiring Usage Owner makes the representations, warranties and covenants set forth in this
Schedule 6 as of the date such Owner acquires its Membership Interest. These representations and
warranties will survive the acquisition of the Membership Interest(s) and are deemed to be re-made
whenever the Owner pays any Assessment or makes any Capital Contribution.

1. Power and Authority; No Conflicts. Where the Owner is a corporation, trust, partnership, Godo
Kaisha, or other organization, it hereby warrants and represents: (a) it is duly organized, validly
existing and in good standing under the laws of its jurisdiction of organization; (b) it has the
authority to execute and deliver this Agreement; and (c) the person signing this Agreement on
behalf of the Owner has been duly authorized to execute this Agreement.

If the Owner is an individual, he or she hereby warrants and represents: (a) that the
execution, delivery and performance by the Owner of this Agreement and the Owner’s
performance of its obligations under this Agreement are within the Owner’s legal right,
power and capacity and require no action by or in respect of, or filing with, any
governmental body, agency, or official; (b) the execution and delivery by the Owner of this
Agreement does not violate, or conflict with, the terms of any agreement or instrument to
which the Owner is a party; (c) this will be a valid and legally binding agreement
enforceable against the Owner, except where limited in accordance with applicable law; (d)
all necessary consents, approvals and authorizations of governmental authorities and other
persons are obtained as required in connection with its execution and delivery of this
Agreement and the performance of his, her, or its obligations hereunder and thereunder.

2. No View to Tax Benefits. Acquisition of the Membership Interest shall under no circumstances
be with the intend of obtaining any tax benefits, and Owner confirms by accepting this
Agreement that no representations have been made to the contrary. The tax consequences related
to the Membership Interest depend on Owner's circumstances, which shall be solely the Owner’s
responsibility and liability. Upon execution of this Agreement, Owner furthermore acknowledges
there is no guarantee or assurance that the Code or Income Tax Regulations are not going to be
amended in the future, thereby affecting the tax consequences for Owners, nor that some of the
deductions claimed by Godo Kaisha or the allocations of items of income, gain, loss, deduction,
or credit among the Owners may not be challenged by the Internal Revenue Service. By entering
into this Agreement, the Owner confirms to have consulted an accountant or tax advisor as
relates to Owner’s decision to acquire the Membership Interest.

3. Publicly Traded Company. The following representations are intended to support Godo Kaisha’s
qualification as a “safe harbor” under Income Tax Regulations, in relation to the treatment of
Godo Kaisha as an entity subject to corporate income tax: (a) The Owner is not a partnership,
grantor trust, or Subchapter S corporation for United States federal income tax purposes, or (b)
the Owner is a partnership, grantor trust or Subchapter S corporation for United States federal
income tax purposes, but (A) less than 65% of the value of any beneficial owner’s direct or
indirect interest in the Owner is attributable to the Owner’s interests in Godo Kaisha and
the Owner will inform the Owner Representative and the Program Manager, in writing, if at
any time during the term of Godo Kaisha 65% or more of the value of any beneficial owner’s
direct or indirect interests in the Owner is attributable to the Owner’s interest in Godo Kaisha,
 (B) less than 65% of the value of the Owner is attributable to the Owner’s interests in Godo
Kaisha, and (C) permitting Godo Kaisha to satisfy the 100-partner limitation set forth in
Section 1.7704-1(h)(1)(ii) of the Income Tax Regulations is not a principal purpose of any
beneficial owner of the Owner in investing in Godo Kaisha through the Owner.

Where the Owner cannot make either of these representations under this Clause 3, the Owner
hereby agrees to provide evidence, to be satisfactory at the Owner Representative’s and/or
Program Manager’s discretion, relating to the status of Godo Kaisha under Section 7704 of the
Code. If the Owner is no longer able to make such representations after acquisition of the
Membership Interest, Owner will notify the Owner Representative and Program Manager in
writing.

4. Co-Ownership. The holding of the Membership Interest shall at all times comply with Section
2.6(b).

5. Withholding Forms. The Owner shall provide in a timely manner a properly completed United
States Internal Revenue Service Tax Form W-8BEN, W-8IMY, W-8EXP or W-8ECI (each, a
foreign person certificate) or W-9 (a U.S. person certificate), as appropriate. Upon Owner
Representative’s or Program Manager’s request, Owner will assist the Owner Representative or
Program Manager with their maintenance of records and provide for withholding amounts. In the
event that the Owner fails to provide such details regarding United States tax withholding, no
other party whatsoever shall have any liability to the Owner for taxes or obligations assessed
against the Owner. Tax forms and withholding information may be provided to any withholding
agent in control, receipt, or custody of or over any income of which the Owner is the beneficial
owner. Further, whenever so requested by Godo Kaisha, the Owner will provide all true and
correct tax information as needed. If any (future) information becomes inaccurate, Owner will
immediately inform Godo Kaisha, Owner Representative, or the Program Manager.

6. Expenses. The Owner hereby agrees to pay its own expenses that may arise upon the
performance of any due diligence on the Managed Residences, the Managed Residence
Documents, or the acquisition of Membership Interest.

7. Owner Indemnification. Each Owner hereby agrees to indemnify the other Owners, Godo Kaisha,
the Owner Representative, the Program Manager and their and their respective direct and indirect
shareholders, directors, officers, partners, members, managers, trustees, trustors, beneficiaries,
agents and employees (the foregoing Persons, each a “Owner Indemnified Party”; and,
collectively, the “Owner Indemnified Parties”) from and against any and all Claims suffered by
an Owner Indemnified Party by reason of such Owner’s breach or violation of any representation
or warranty set forth in this Schedule 6, as well as for any gross negligence, fraud or willful
misconduct attributable to such Owner. The foregoing obligation to indemnify is only with respect
to any Claim to the extent such Claim is not otherwise compensated for by insurance carried by
Godo Kaisha. This indemnity shall survive until such time as all Claims arising out of the
indemnified matters are barred by the applicable statute of limitations.

All expenses (including reasonable attorneys’ fees), incurred by an Owner Indemnified Party in
defending a Claim to which the above indemnity applies, shall be advanced by the indemnifying
Owner, provided that the indemnifying Owner will only need to do so if it received an undertaking
by the applicable Owner Indemnified Party to do so.
Glossary of Terms

(1) “Acquiring Using Owner” means each Person (other than the Initial Owner) that
has been admitted into Godo Kaisha as a member of Godo Kaisha pursuant to the terms and
conditions of this Agreement and owns at least one (1) Class A Membership Interest and such
Person’s successor-in-interest or permitted assignee. An Acquiring Using Owner shall at all times
own at least one (1) Class A Membership Interest in order to be (or remain) a member of the LLC.

(2) “Act” means the California Revised Uniform Limited Liability Company Act,
codified in Corporations Code Section 17701.01 et seq., as the same may be amended from time to
time.

(3) “Adjustment Liabilities” shall have the meaning given that term in Section 6.3 of
the Tax Appendix attached hereto as Appendix “A”.

(4) “Affiliate” means any other Person directly or indirectly Controlling, Controlled
by, or under common Control with the Person to which such term applies. As to any natural
person, such person’s spouse, child, grandchild, sibling, parent, grandparent, aunt, uncle, cousin,
niece or nephew, as well as the spouse of any of the foregoing, shall be Affiliates of such person.
As to any corporation, limited liability company, trust or partnership, any Person with any of the
foregoing relationships to any Person in Control of such entity as general partner, member,
manager, shareholder, trustee or otherwise shall be deemed to be an Affiliate of such entity. An
Affiliate of a Person shall include any partnership in which such Person or any Affiliate of such
Person is a general partner or otherwise has Control, as well as any corporation, limited liability
company or other entity in which such Person or any Affiliate of such Person has Control.
Notwithstanding the foregoing, for purposes of this Agreement, Godo Kaisha shall not be
construed as an Affiliate of any Owner, the Manager or the Program Manager.

(5) “Agreement” has the meaning set forth in the Preamble paragraph.

(6) “Aid Animals” shall have the meaning given that term in Section 4.5 of the
Agreement.

(7) “Annual Owner Fee” means, for each Membership Interest and for each Fiscal
Year, an assessment levied by the Program Manager on behalf of Godo Kaisha against such
Membership Interest in an amount determined by dividing the Basic Expenses by eight (8).

(8) “Annual Report” means a report to Owners comprising: (a) an unaudited balance
sheet relating to Godo Kaisha as of the last day of a Fiscal Year; (b) an unaudited operating
statement for such Fiscal Year; (c) a statement of the estimated net changes in financial position of
Godo Kaisha for such Fiscal Year; (d) a statement of the total fees and other remuneration (if any)
paid by Godo Kaisha to the Owner Representative or any of its Affiliates (including, without
limitation, the Program Manager if it is an Affiliate of the Owner Representative) during such
Fiscal Year and the amount (if any) such fees and/or remuneration materially deviated from
amounts set forth therefor in the Budget for such Fiscal Year; and (e) such information as shall be
necessary for the preparation of the Owners of their Federal, state and local income and other tax
returns (including a statement for the prior taxable year of such Owner’s share of net income, net
losses and other items of Godo Kaisha).

(9) “Assessments” means, collectively, the Annual Owner Fee, Special Assessments,
Reconstruction Assessments, and Tax Assessments.
 (10) “Auction Period” shall have the meaning given that term in Section 9.3(b) of the
Agreement.

(11) “Available Cash” shall have the meaning given that term in Section 6.11(b) of the
Agreement.

(12) “Award” shall have the meaning given that term in Section 10.3(c)(ii) of the
Agreement.

(13) “Basic Expenses” means the estimated aggregate amount of expenses, as set forth
in the Budget, to be incurred by Godo Kaisha during the applicable Fiscal Year:
(a) to operate and manage the Managed Residences in accordance with the
Managed Residence Standard, including, without limitation, maintenance, improvements and
repairs to the Managed Residences;

(b) to provide for the collection of funds on an annual basis over the useful life
of the Managed Residences in an amount sufficient to meet the Reserve Expenses;

(c) to provide for a contingency fund in the event that some Assessments may
not be paid on a current basis; and

(d) to provide for the payment of Managed Residences Management Fees and
Owner Representative Fees, if any.

Basic Expenses shall not include any expense constituting a Personal Charge. Without limiting
the generality of the foregoing, Basic Expenses shall include:

(i) All charges, costs, and expenses whatsoever incurred by

Godo Kaisha for or in connection with the administration and operation of
the Managed Residences in a manner necessary to maintain the Managed
Residences in accordance with the Managed Residence Standards,
including, but not limited to, the Managed Residence Fees;

(ii) Taxes, including, without limitation, real property taxes,

assessed against the Property, the Membership Interests and the
Furnishings that are not separately levied by the County or other
governmental agency against each Owner or the Membership Interest of
each Owner;

(iii) Assessments and other similar governmental charges

levied on or attributable to the Managed Residences, including, without
limitation, unless separately levied against each Owner or the Membership
Interest of each Owner;

(iv) Insurance obtained by the Program Manager on behalf of

Godo Kaisha as required by this Agreement;

(v) Any liability whatsoever for loss or damage arising out of

or in connection with the Managed Residences or any fire, accident, or
nuisance within the Managed Residences;

(vi) Reserves covering the cost of repair, reinstatement,

 rebuilding and replacement of the component parts of the Managed
Residences as reasonably required to maintain the Managed Residences in
a manner consistent with the Managed Residences Standard;

(vii) The costs of all basic utility services, including water,

electricity, natural gas, garbage disposal, and any other similar service
attributable to the Managed Residences;

(viii) The costs of all telephone, computer, cable television,

satellite television, internet provider service and any other similar
technology service attributable to the Managed Residences;

(ix) The unpaid share of any Assessment levied during the

previous Fiscal Year against any Membership Interest for which a default
in payment thereof has occurred, to the extent that the same becomes
uncollectible; and

(x) Wages, accounting and legal fees, sub-management fees,

including, but not limited to, housekeeping services, and cleaning fees, and
other necessary expenses of upkeep, maintenance, management and
operation actually incurred with respect to the Managed Residences in
order to comply with the Managed Residence Standard.

(14) “Bidding Owner” shall have the meaning given that term in Section 9.3(b) of the
Agreement.
(15) “Book Capital Account” shall have the meaning given that term in the Tax
Appendix attached hereto as Appendix “A”.

(16) “Bound Party(ies)” shall have the meaning given that term in Section 10.1 of the
Agreement.

(17) “Budget” means a proforma operating statement setting forth the Basic Expenses
for a particular Fiscal Year.

(18) “Buying Owner” shall have the meaning given that term in Section 9.3(b) of the
Agreement.

(19) “Capital Contribution” means, with respect to any Owner: (i) the amount of
money contributed (or deemed contributed through the payment of Program Manager Delinquency
Coverage Amounts on such Owner’s behalf) to Godo Kaisha by such Owner other than for the
payment of Personal Charges; and (ii) the fair market value of any property or asset (other than
cash) contributed, or deemed contributed to Godo Kaisha (net of any liabilities secured by such
property or asset or to which such property or asset is otherwise subject). For the avoidance of
doubt: (1) amounts paid by an Owner in satisfaction of an Assessment shall constitute a Capital
Contribution by such Owner; (2) Program Manager Delinquency Coverage Amounts paid by the
Program Manager to fund Delinquent Assessments of such Owner shall constitute a Capital
Contribution by such Owner; and (3) and any amounts paid by an Owner to Godo Kaisha in
satisfaction of any claim for damages or in payment of interest in connection therewith or failure to
timely pay an Assessment shall not constitute a Capital Contribution by the paying the Owner.

(20) “Claim(s)” shall have the meaning given that term in Section 10.1 of the
Agreement.
 (21) “Claimant” shall have the meaning given that term in Section 10.3(a) of the
Agreement.

(22) “Closing Costs” shall have the meaning given that term in Section 2.3(b)(iii).

(23) “Code” shall have the meaning given that term in the Tax Appendix attached hereto
as Appendix “A”.

(24) “Compensation” means rent or other consideration given for lodging,

including without limitation monetary payment, services or labor of employees.

(25) “Consent of Five Interests” means the vote or written assent of voting Owners in
Good Standing who collectively own all but three (3) of the Membership Interests owned by such
owners.

(26) “Consent of Seven Interests” means the vote or written assent of voting
Owners in Good Standing who collectively own all but one (1) of the Membership Interests
owned by such Owners.

(27) “Consent of Six Interests” means the vote or written assent of voting Owners in
Good Standing who collectively own all but two (2) of the Membership Interests owned by such
Owners.

(28) “Contributing Owner” is any Owner of a Class B Membership Interest.

(29) “Contribution Agreement” means that certain Contribution Agreement by and

between the LLC and the Contributing Owner, dated on or about the date hereof.

(30) “Control” means, as applied to any Person (a) the possession, directly or
indirectly, of the power to direct or cause the direction of the management, policies and decision-
making of such Person, whether through the ownership of voting interests or by contract or
otherwise and/or (b) the possession of direct or indirect equity or beneficial interests in greater than
fifty percent (50%) of the equity or profits of such Person.

(31) “County” shall have the meaning given that term in Schedule 3 attached hereto and
made a part hereof.

(32) “Curing Owner” shall have the meaning given that term in Section 3.8 of the
Agreement.
(33) “Credit Agreement” means a retail installment sale contract, credit sale
agreement, or similar agreement, entered into by the Initial Owner and a Financing Owner, through
which the Initial owner allows the Financing Owner to acquire all or part of the Acquiring
Owner’s Membership Interest with Membership Interest Financing.

(34) “Defaulting Owner” means an Owner (a) who is Delinquent and fails, after
delivery of a Delinquency Notice, to cure the delinquency as required under the terms of Section
7.2(b) of the Agreement and as set forth in the Delinquency Notice and/or (b) who is in material
violation of any of the provisions of the Managed Residence Documents and, after notice of such
violation from the Program Manager, fails or refuses to cure such violation.

(35) “Delinquencies” and “Delinquency” shall have the meanings given those terms in
Section 7.2(b)(i) of the Agreement.
 (36) “Delinquency Notice” means a written notice to any Owner (which
Delinquency Notice shall be accompanied by a Statement of Status) who shall be Delinquent as
of the date of the Statement of Status.

(37) “Delinquent” when used to describe a payment, means that such payment is due to
Godo Kaisha and remains unpaid more than fifteen (15) days after the due date therefor.

(38) “Design Program” means the interior and exterior design of the Managed
Residence as more particularly described in Schedule 3 attached hereto and made a part hereof.

(39) “Designated Owner” means, for each Membership Interest owned by more than
one person (subject to the limitations set forth in Section 2.5 of the Agreement), or by a business
entity, the person designated by an Owner in writing to Program Manager as the person with whom
Godo Kaisha and the other Owners may communicate regarding all matters of interest arising
under the Managed Residence Documents and the person who is authorized by all of the co-owners
of the Membership Interest or the principals of the entity to speak and act on their behalf as to such
Program matters.

(40) “Detained User” means any Owner or Permitted User prevented from using or
occupying the Managed Residence or part thereof for all or any portion of his Stay because of the
unauthorized use or occupancy, or uninhabitability of the Manged Residences caused by a
Detaining User.

(41) “Detaining User” means any Owner or Permitted User who makes unauthorized
use or occupancy of the Managed Residences, or through any act or course of conduct affecting the
Managed Residences, or any portion thereof, renders one or more of the Managed Residences
uninhabitable.

(42) “DRE” shall mean the California Department of Real Estate.

(43) “Effective Date” means the date specified in the preamble to this Agreement.

(44) “Electronic Transmission” means any form of communication not directly

involving the physical transmission of paper that creates a record that may be retained, retrieved
and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a
recipient through an automated process.

(45) “Enforcing Manager” shall have the meaning given that term in Section 7.2(c) of
the Agreement.

(46) “Exempt Claims” shall have the meaning given that term in Section 10.2 of the
Agreement.

(47) “Fair Value” means the amount that would be required for an Owner to procure
accommodations comparable to those of the Managed Residences within the proximate
geographical area surrounding the Managed Residences, and meaning a home having comparable
location, quality appointments and accommodations.
(48) “Family Member” means an Acquiring Usage Owner’s Life Partner and the
Owner’s and Acquiring Usage Owner’s Life Partner’s children, grandchildren, parents and
grandparents and other persons related to an Acquiring Usage Owner and an Acquiring Usage
Owner’s Life Partner by blood or marriage and having the relation of sanguinity known as first or
second cousin.
 (49) “Final Default Notice” shall have the meaning given that term in Section 7.2(c) of
the Agreement.

(50) “Financing Lender” means a lender providing a Financing Loan to Godo Kaisha
to provide Property Acquisition Financing, the repayment of which Financing Loan is secured by a
Mortgage against the Managed Residences in favor of such Financing Lender as a Financing
Mortgagee.

(51) “Financing Loan” means any borrowing or loan obtained by Godo Kaisha from a
Financing.

(52) “Financing Owner” means an Owner acquiring a Membership Interest who

employs Membership Interest Financing.

(53) “Financing Mortgage” means a Mortgage for which the one or more of the
Managed Residences serve(s) as collateral to the Financing Lender.

(54) “Financing Mortgagee” means a Mortgagee providing a Financing Loan to Godo

Kaisha.

(55) “Fiscal Year” means the one (1) year period commencing on the first day of
January of each calendar year and concluding on December 31st of that year; provided, however,
that the first Fiscal Year shall be the period commencing on the Effective Date and ending on
[date].

(56) “Furnishings” means all furniture, furnishings, equipment, soft goods, appliances,
telephones, consumer electronics and other personal property from time to time owned, leased or
held by Godo Kaisha for use in common by the Acquiring Usage Owners and that are contained
within each Managed Residence and are deemed to be a part of the Managed Residence(s).

(57) “General Account” means the separate account(s) with a bank and/or savings and
loan Godo Kaisha located within the State and selected by the Program Manager into which all cash
and cash equivalent receipts of Godo Kaisha (exclusive of monies received by the Program
Manager as an advance against or in payment of Personal Charges and deposited into an Acquiring
Usage Owner’s Personal Account) shall be deposited.

(58) “Important Matters” shall have the meaning given that term in Section 2.1(c) of
this Agreement.

(59) “Indemnified Party(ies)” shall have the meaning given that term in Section 5.5(a)
of the Agreement.

(60) “Initial Owner” shall mean [name].

(61) “Life Partner” means the Acquiring Usage Owner’s legal spouse or the person
declared by a prospective buyer of a Membership Interest in the Membership Application to be the
Acquiring Usage Owner’s life partner, whether legally married or not.

(62) “Liquidating Event” shall have the meaning given that term in Section 7.2(g) of
the Agreement.

(63) “(Japanese) LLC” means the limited liability company defined in Section 1 of the
 Agreement.

(64) “LLC Security Interest” shall have the meaning given that term in Section 7.1 of
the Agreement.

(65) “Maintenance Periods” means (a) the Scheduled Maintenance Period, (b) the
periods of time between Check-Out and subsequent Check-In, (c) any periods of time determined
by the Program Manager to be reasonably necessary for the performance of required maintenance
and (d) the period(s) of time, outside of those described above, during which any maintenance or
repair of any of the Managed Residences is requested by an occupant.
(66) “Major Matters” shall have the meaning given that term in Section 2.1(d) of this
Agreement.

(67) “Matters of Concern” shall have the meaning ascribed to that term in Section 2.1
of the Agreement, including Important Matters, Major Matters, Routine Matters and Unanimous
Matters.

(68) “Owner” means each Person that has been admitted into Godo Kaisha as a
member of the LLC pursuant to the terms and conditions of this Agreement and owns at least one
(1) Membership Interest (whether Class A or B) and such Person’s successor-in- interest or
permitted assignee. The initial Owners of Godo Kaisha are set forth on the Schedule of Owners.
An Owner shall at all times own at least one (1) Membership Interest in order to be (or remain) a
member of the LLC.

(69) “Owner in Violation” shall have the meaning given that term in Section 3.8 of the
Agreement.

(70) “Owners” means any of the Initial Owner and the Acquiring Owners as the context
may require.

(71) “Membership Interest” means, with respect to the owner thereof, such Person’s
right, title and interest in and to Godo Kaisha, whether in the form of a Class A or Class B interest,
including, without limitation: (i) the management and voting rights allocated to such Membership
Interest under this Agreement; (ii) a share of Godo Kaisha’s profits and losses and right to receive
distributions (if any) of Godo Kaisha’s assets; and (iii) all such other rights and privileges allocated
thereto under the Act.

(72) “Membership Interest Financing” means financing arranged by a Financing

Owner with the Initial Owner whereby the Financing Owner acquires its Membership Interest with
financing from the Initial Owner.

(73) “Membership Interest Number” means the number permanently assigned to a

particular Membership Interest and identified for such Membership Interest in the Schedule of
Owners attached hereto and issued to the holder of such Membership Interest by the Program
Manager. Membership Interest Numbers shall be #1 through #8.

(74) “Membership Interests” means, collectively, all of the Membership Interests,

and, where the context requires, the Membership Interests owned by any particular Owner at any
time, and from time to time. At no time shall Godo Kaisha have more, or fewer, than 10 million
Membership Interests.

(75) “Mortgage” means a mortgage or deed of trust under State Laws and duly
recorded in the official records of the County or of the governmental agency within the State
having jurisdiction over the keeping of public documents, including, but not limited to, Mortgages.

(76) “Mortgagee” means the beneficiary pursuant to a Mortgage.

(77) “Non-Restoration Event” shall have the meaning given that term in Section 8.3 of
the Agreement.

(78) “Non-Selling Owner” shall have the meaning given that term in Section 9.3(a) of
the Agreement.

(79) “Notice” shall have the meaning given that term in Section 10.3(a) of the
Agreement.

(80) “NSM Notice” shall have the meaning given that term in Section 9.3(b) of the
Agreement.

(81) “NSM Auction” shall have the meaning given that term in Section 9.3(b) of the
Agreement.

(82) “Offer Notice” shall have the meaning given that term in Section 9.3(a) of the
Agreement.

(83) “Owner Representative” has the meaning set forth in the Preamble paragraph and
shall mean the “manager” (as defined under the Act) of Godo Kaisha appointed pursuant to Section
5.1 and any successor in interest or permitted assignee thereof or any substitute therefor admitted to
Godo Kaisha pursuant to Section 5.1(b).
(84) “Owner Representative Fee” shall mean the Program Management Fee in the
event that Owner Representative has elected to act as the Program Manager and to perform the
duties of the Program Manager directly in Owner Representative’s capacity as the non-member
manager of Godo Kaisha.

(85) “Managed Residence Documents” means this Agreement, the Managed

Residence Policies, the Program Management Agreement and the Property Management
Agreement, if any, as the foregoing may be amended or supplemented from time to time.

(86) “Managed Residence Management Fees” means, collectively, the Program

Management Fee and the Property Management Fee.

(87) “Managed Residence Policies” means those certain policies, procedures, rules
and regulations either (a), in the event there is no Program Manager, adopted by the Owner
Representative or (b), in the event there is an Program Manager and Program Manager has posted
policies procedures, rules and regulations on the Website and App, the policies, rules and
regulations posted on the Website and App as the “Managed Residence Policies”; provided,
however, that any inconsistencies between the provisions of this Agreement and the Managed
Residence Policies shall be resolved in favor of the provisions of this Agreement.

(88) “Managed Residence Sale Notice” shall have the meaning given that term in
Section 7.2(g) of the Agreement.
 (89) “Managed Residence Standard” shall have the meaning given that term in
Schedule 3 attached hereto and made a part hereof.

(90) “Managed Residences” means, collectively, (a) the Properties, and (b) the
Furnishings.

(91) “Party” or “Parties” shall have the meaning given those terms in Section 10.3(b)(i)
of the Agreement.

(92) “Permitted Dogs” shall have the meaning ascribed to that term in Section 4.5 of the
Agreement.

(93) “Permitted Security Interest” means, with respect to each Membership Interest,
any Security Interest made in good faith and for value that is permitted to be granted pursuant to
the terms and conditions of this Agreement, including, without limitation, the LLC Security
Interest.

(94) “Permitted User” means any person (including, without limitation, members of an
Acquiring Owner’s family and his Sponsored Guests), who either occupies the Managed
Residences concurrently with the Sponsoring Owner or occupies the Managed Residences with the
written permission and consent of the Sponsoring Owner.

(95) “Person” means an individual, a trust, a corporation, a partnership, a limited

liability company, an LLC or any other legal entity.

(96) “Personal Account” means the separate account(s) with a bank and/or savings and
loan LLC located within the State and selected by the Program Manager into which all cash and
cash equivalent receipts of the Program Manager from each Acquiring Usage Owner as and for
Personal Charges shall be deposited.

(97) “Personal Charges” means any expense resulting from the act or omission of any
Acquiring Usage Owner or his Permitted User, including, without limitation, (i) the cost of
housekeeping or other cleaning services required upon an Acquiring Usage Owner’s or his
Permitted User’s departure or otherwise provided during an Acquiring Owner’s Stay; (ii) long
distance telephone charges or telephone message charges and other special services or supplies
attributable to the occupancy of the Managed Residences by an Acquiring Usage Owner or his
Permitted User or required by Godo Kaisha during such Owner’s Stay; (iii) the cost to repair any
damage to any portion of the Managed Residences or Furnishings on account of loss or damage
caused by such Owner or his Permitted User; (iv) the cost to satisfy any expense to any other
Owner(s) or to Godo Kaisha due to any intentional or negligent act or omission of such Owner or
his Permitted User, or resulting from the breach by such Owner or his Permitted User of any
provision of the Managed Residences Documents. The act or negligence of a Permitted User shall
be deemed to be the act or negligence of the Acquiring Usage Owner who permits such Permitted
User to use and occupy the Managed Residences.

(98) “Proceeds” shall have the meaning given that term in Section 8.3 of the Agreement.

(99) “Program” shall have the meaning given that term in Section 1.8(a) of the
Agreement and means the program established pursuant to this Agreement and, if applicable, the
Program Management Agreement for the joint use, enjoyment, management, repair and
maintenance of the Managed Residences.

(100) “Program Management Agreement” means an agreement between Godo Kaisha

and the Program Manager regarding Program Manager’s operation of the Managed Residences and
the Managed Residence Program, and any and all amendments and replacements thereto.

(101) “Program Management Fee” means the fees payable to the Program Manager
under the Program Management Agreement for Program Management Services its management
services described therein, the amount of which shall, during the time that Program Manager is
Company or an affiliate of the Company, compensate and reimburse Program Manager for any and
all Managed Residence Fees.

(102) “Program Management Services” means all of the services to be performed by

Program Manager under the terms of the Program Management Agreement.

(103) “Program Manager” means the agent engaged by Godo Kaisha by execution of a
Program Management Agreement and any subsequent agent who replaces a Program Manager
under the terms of the Managed Residence Documents; provided, however, that the initial Program
Manager shall be Company.

(104) “Program Manager Delinquency Coverage Amounts” or “PMDCA” shall have

the meaning ascribed to that term in Section 7.2(b)(i) of the Agreement.

(105) “Project Acquisition Value” shall have the meaning given that term in Section
2.3(b)(i) of the Agreement.

(106) “Property” means that certain real property more particularly described in Exhibit
“A” attached hereto and made a part hereof.

(107) “Property Acquisition Financing” means financing to the LLC or its parent to
allow Godo Kaisha or its parent to utilize the proceeds of such Financing Loan to acquire the
Property.

(108) “Property Company(ies)” shall have the meaning given that term in Section 1.11
of the Agreement.

(109) “Property Management Agreement” means an agreement between Godo Kaisha

or the Program Manager and the Property Manager regarding Property Manager’s maintenance,
repair and replacement of all or portions of the Managed Residences, and any and all amendments
and replacements thereto; provided, however, that if property management duties and obligations
are included in the Program Manager’s duties and obligations under the Program Management
Agreement, and Program Manager performs those duties and obligations, then (a) the Program
Manager shall also be deemed to be the Property Manager and (b) the Program Management
Agreement shall also be deemed to comprise a Property Management Agreement, pursuant to the
terms of which Program Manager shall be entitled to receive a Property Management Fee separate
and apart from the Program Management Fee.

(110) “Property Management Fee” means the fees payable to the Property Manager
under the terms of a Property Management Agreement.

(111) “Property Management Services” means the services performed by the Property
Manager under the terms of a Property Management Agreement.

(112) “Property Manager” means (a) Program Manager in the event that the Program
Management Agreement shall also comprise a Property Management Agreement or (b) a third-
party property management company engaged by Program Manager or directly by Owner
Representative to perform Property Management Services under the terms of a Property
Management Agreement.

(113) “Purchase Price” shall have the meaning given that term in Section 9.3(b) of the
Agreement.

(114) “Reconstruction Assessment” means an assessment levied by Godo Kaisha

against each Membership Interest for the purpose of raising funds to rebuild, restore or replace any
portion of the Managed Residences suffering material damage.

(115) “Reconstruction Shortfall” shall have the meaning given that term in Section
8.1(a) of the Agreement.

(116) “Reserve Account” means (a) one or more federally insured interest bearing
accounts with one or more banks and/or savings and loan LLCs selected by the Program Manager,
or (b) one or more Treasury Bills and/or Certificates of Deposit, which account(s), Treasury Bills
and/or Certificates of Deposit shall contain funds collected as and for Reserve Expenses.

(117) “Reserve Expenses” means the specific capital expenditures required to be made
at any time and from time to time to provide for the repair, replacement or restoration of any
portion of the Managed Residences, including the Furnishings, and for such other purposes as
prudent business practice requires and to maintain the Managed Residences consistent with the
Managed Residence Standard.

(118) “Reserves” means the funds collected by the Program Manager for payment of
Reserve Expenses and deposited into the Reserve Account.

(119) “Residence” means that certain single family residence and any appurtenant
structures located on the Property and having the address specified in Schedule 3 attached hereto
and made a part hereof.

(120) “Respondent” shall have the meaning given that term in Section 10.3(a) of the
Agreement.

(121) “ROFO Period” shall have the meaning given that term in Section 9.3(b) of the
Agreement.

(122) “Roster” means a written compilation of the names and addresses of each Owner.

(123) “Routine Matters” means any matters (other than Important Matters, Major
Matters or Unanimous Matters) affecting the affairs and interests of the Owners and the Managed
Residences, including, but not limited to the matters described and provided for in the Tax
Appendix attached hereto as Appendix “A”.

(124) “Sale Precipitating Default” shall have the meaning given that term in Section
7.2(c) of the Agreement.

(125) “Scheduled Maintenance Period” means any time period identified by the
Program Manager and published on the Website and App as a period when the Managed
Residences shall be unavailable for reservation by the Owners in order to provide for maintenance
of the Managed Residences.
 (126) “Secretary of State” means the Secretary of State of the State or other
governmental agency within the State where corporate records are kept, articles of formation such
as the Articles are filed, and other corporate records such as UCC filings are made, filed or
published.

(127) “Security Agreement” means a security agreement executed by an Owner and

granting a Security Interest to a Secured Party.

(128) “Secured Party” means the party holding a Security Interest pursuant to a Security
Agreement.

(129) “Security Interest” means a security interest in the applicable personal property
under the provisions of the UCC.

(130) “Selling Owner” shall have the meaning given that term in Section 9.3(a) of the
Agreement.

(131) “Shortfall” shall have the meaning given that term in Section 6.7 of the Agreement.

(132) “Special Assessment” means an assessment levied by the LLC against each
Membership Interest to provide funds to the LLC in the event the Annual Owner Fee proves
inadequate, in an aggregate amount sufficient to provide for such inadequacy.

(133) “Sponsored Guest” means (i) a Permitted User who occupies or intends to occupy
the Managed Residences while accompanied by his Sponsoring Owner, or (ii) a Permitted User
over the age of 21 who occupies or intends to occupy the Managed Residences under written
authorization from the Sponsoring Owner but without being accompanied by hisOwner.
Sponsoring
(134) “State” shall have the meaning given that term in Schedule 3 attached hereto and
made a part hereof.

(135) “State Laws” means the laws of the State.

(136) “Statement of Status” means a written statement setting forth the amount of any
delinquent Assessments, Personal Charges or any other amounts unpaid with respect to a
Membership Interest.

(137) “Stay” means a period of one (1) or more days reserved in advance by an
Acquiring Owner pursuant to the Managed Residence Policies during which an Acquiring Usage
Owner is entitled to the use and occupancy of the Managed Residences in accordance with the
provisions of this Agreement and the Managed Residences Policies.

(138) “Stay Currency” shall have the meaning given that term in Section 1.8(a) of the
Agreement.

(139) “Stay Night” has the meaning given that term in Section 1.8(a) of the Agreement.

(140) “Substitute Owner” shall have the meaning given that term in Section 3.5(d) of the
Agreement.

(141) “Stay Value” shall have the meaning given that term in Section 1.8(a) of the
 Agreement.

(142) “Tax Assessment” means an assessment levied by Godo Kaisha against each
Membership Interest to provide funds to Godo Kaisha for payment of Adjustment Liabilities.

(143) “Transfer” shall have the meaning given that term in Section 3.5(a) of the
Agreement.

(144) “Transient Rental Use” means the use and occupancy of the Managed Residences
by a Sponsored Guest for less than thirty (30) days, for which the Sponsoring Owner has received
Compensation.

(145) “UCC” means the Uniform Commercial Code as adopted in the State at any time
and from time to time.

(146) “UCC Sale Expenses” shall have the meaning given that term in Section 7.2(d) of
the Agreement.

(147) “Unanimous Consent” shall have the meaning given that term in Section 2.1(e) of
this Agreement.

(148) “Unanimous Matters” means the election to commence dissolution of the LLC
and therefore sell the Managed Residences as provided in Section 9.2.

(149) “Use Rights” means, collectively, the rights of each Owner to use, occupy and
enjoy the Managed Residences during a Stay, limitations, covenants, conditions and restrictions set
forth in this Agreement and the Managed Residence Policies.

(150) “Website and App” means the internet website and mobile applications owned,
operated and maintained by the Company as its sole and separate intellectual property.

(151) “Zoning Restrictions” means the provisions of the zoning and planning
ordinances of the County, and the land use laws and regulations of the State, now or hereafter in
effect, regulating the use and occupancy of the Managed Residences.
 Appendix A:

Tax Appendix

ARTICLE I CAPITAL ACCOUNTS

Section 1.1 Maintenance of Capital Accounts; General Rules. A separate Book Capital
Account shall be maintained for each Owner in accordance with the provisions of this Article I.

Section 1.2 Book Capital Accounts. A Book Capital Account for each Owner shall be
maintained at all times during the term of the LLC in accordance with this Section 1.2 and the
capital accounting rules set forth in Section 1.704-1(b)(2)(iv) of the Income Tax Regulations.
Subject to Section 6.7 of this Appendix, the Owner Representative shall cause there to be made all
adjustments required by said Section 1.704-1(b)(2)(iv), including the adjustments contained in
Section 1.704-1(b)(2)(iv)(g) of the Income Tax Regulations (relating to Section 704(c) Property).
In the event that at any time during the term of the LLC it shall be determined that the Book Capital
Accounts shall not have been maintained as required by this Section 1.2, then said accounts shall be
retroactively adjusted so that the same shall conform to this Section 1.2.

A. Initial Book Basis of Property of the LLC. The Book Basis of an item of
property of the LLC shall be the adjusted basis of such item as reflected in the books of the
LLC, determined and maintained in accordance with the capital accounting rules contained
in Section 1.704-1(b)(2)(iv) of the Income Tax Regulations. Upon request of the LLC,
each Owner agrees to provide the LLC information regarding its adjusted basis in any item
of property of the LLC that such Owner has contributed, along with documentation
substantiating such amount.

B. Initial Book Capital Accounts. The initial Book Capital Account of an

Owner as of the date of the Agreement shall be equal to the amount theretofore or
concurrently contributed by such Owner in each case in accordance with Section 2.3 and
Schedule 4 of the Agreement, taking into account Section 2.10A of this Appendix.

C. Optional Revaluations of Property of the LLC . The LLC will not make the
election to revalue property of the LLC permitted under Section 1.704-1(b)(2)(iv)(f) of the
Income Tax Regulations except as determined by the Owner Representative.

D. Determination of Book Items. Consistent with the provisions of Section

1.704-1(b)(2)(iv)(g)(3) of the Income Tax Regulations: (1) Book Depreciation for each
item of property of the LLC shall be the amount that bears the same relationship to the
Adjusted Book Basis of such item of property of the LLC as the Tax Depreciation with
respect to such item of property of the LLC for such year bears to the “adjusted basis”
(within the meaning of Section 1011(a) of the Code) of such item of property of the LLC
(except as may be required by Section 1.704- 3(d)(2) of the Income Tax Regulations
(relating to the use of the “remedial allocation method” with respect to an item of property
of the LLC)); and (2) Book Gain or Loss shall be the gain or loss recognized by the LLC
from the sale or other disposition of property of the LLC (such Book Gain or Loss
determined by reference to the Adjusted Book Basis, and not the adjusted tax basis, of such
property to the LLC). If an item of property of the LLC shall have an “adjusted basis” (as
defined in the preceding sentence) equal to zero, Book Depreciation shall be determined
under a reasonable method, which method shall be selected by the Owner Representative.

E. Book Adjustments on Distributions. With respect to all distributions of

property of the LLC to the Owners, the LLC shall comply with the provisions contained in
 Section 1.704-1(b)(2)(iv)(e) of the Income Tax Regulations (relating to adjustments to the
Owners’ Book Capital Accounts in connection with such distributions) and all allocations
and adjustments made in connection therewith shall be in accordance with Article II of this
Appendix.

F. Purpose of Book Capital Accounts. Book Capital Accounts shall not

govern distributions by the LLC to the Owners, it being the understanding that Book
Capital Accounts shall be maintained solely to assist the LLC in allocating items of
income, gain, loss, deduction and credit among the Owners for Federal and applicable state
income tax purposes. The provisions of this Appendix are intended to effect an allocation
of tax items of the LLC that are in accordance with the Owners’ “interests in the
partnership” (i.e., the LLC) within the meaning of Section 1.704-1(b)(3) of the Income Tax
Regulations by utilizing the principles of allocation contained in Section 1.704-1(b)(2)(iv)
of the Income Tax Regulations and Section 1.704-2 of the Income Tax Regulations with
respect to maintenance of capital accounts and allocations, and shall be interpreted and
applied accordingly. For purposes of applying the provisions of this Appendix, it shall be
assumed that the LLC satisfies the requirements of Section 1.704-1(b)(2)(ii)(b)(2) and (3)
of the Income Tax Regulations, notwithstanding that the LLC does not satisfy such
requirements.

ARTICLE II
ALLOCATION OF INCOME,
LOSSES AND DEDUCTIONS FOR
BOOK AND TAX PURPOSES

Profits and Losses. The Profits or Losses of the LLC, as the case may be, for each Taxable
Year shall be allocated to the Owners in the following order and priority.

A. Profits for each Taxable Year shall be allocated among the Owners as
necessary to cause each Owner’s Modified Book Capital Account balance as of the end of
such Taxable Year to equal as nearly as possible such Owner’s Target Capital Account.

B. Losses for each Taxable Year shall be allocated among the Owners as
necessary to cause each Owner’s Modified Book Capital Account balance as of the end of
such Taxable Year to equal as nearly as possible such Owner’s Target Capital Account.

C. For each Taxable Year, if after the application of Section 2.1A or 2.1B
there shall remain any Profits or Losses to allocate, then such Profits or Losses (as the case
may be) shall be allocated to the Owners in proportion to their then respective Membership
Interests.

Section 2.2 Intentionally Omitted.

Section 2.3 Tax Allocations.

A. Allocation of Tax Depreciation. Except to the extent required by Section

704(c) of the Code or the regulations promulgated thereunder, Tax Depreciation for the
Taxable Year of the LLC shall be allocated to the Owners in the same manner that Book
Depreciation shall have been allocated to the Owners pursuant to Sections 2.1, 2.4 or 2.7 of
this Appendix.

B. Tax Gain or Loss. The Tax Gain or Loss for each Taxable Year of the
LLC shall be allocated to the Owners as provided in this Section 2.3B. Tax Gain or Loss
for purposes of this Section shall be calculated (1) without including any income from
interest on any deferred portion of the sale price and (2) without including in the tax basis
of the property of the LLC any remaining special basis adjustment to property of the LLC
under Section 732(d) or 743 of the Code except to the extent that such special basis
adjustment is allocated to the common basis of property of the LLC under Section 1.734-
2(b)(1) of the Income Tax Regulations. The Owners agree that the tax effects of any
special basis adjustment that is not included in the calculation of Tax Gain or Loss in
accordance with clause (2) of the preceding sentence shall be separately reflected in
calculating the Tax Gain or Loss of the Owner or Owners to whom such special basis
adjustment relates.

(1) In General. In the case of Section 704(c) Property, Tax Gain or

Loss (as the case may be) shall be allocated in accordance with the requirements of
Section 704(c) of the Code and the Income Tax Regulations thereunder and such
other provisions of the Code as govern the treatment of Section 704(c) Property, as
determined by the Owner Representative. Any gain or loss in excess of the amount
allocated pursuant to the preceding sentence (or, in the case of property which is
not Section 704(c) Property, all Tax Gain or Loss) shall be allocated among all the
Owners in the same ratio that the Book Gain or Loss with respect to such property
is allocated in accordance with this Article II; provided, however, in the event that
there is no Book Gain or Loss, then any Tax Gain or Loss in excess of the amount
allocated pursuant to the preceding sentence shall be allocated among the Owners
in accordance with Section 1.704-1(b)(3) of the Income Tax Regulations.

(2) Recapture Income. If, in the event of a gain on any sale, exchange
or other disposition of property of the LLC, all or a portion of such gain is
characterized as Recapture, then the Recapture shall be allocated between or
among the Owners in the same ratio that Tax Depreciation allowable with respect
to such property of the LLC had been allocated between or among them; provided,
however, that under no circumstances shall there be allocated to any Owner
Recapture in excess of the gain allocated to such Owner under subsection B of this
Section above (and such excess shall be allocated instead between or among the
Owners as to which this proviso does not apply, in proportion to the gain allocated
between or among them).

(3) Other Items Relating to Section 704(c) Property. Any item of

income, gain, loss or deduction relating to an item of Section 704(c) Property shall
be allocated in accordance with the requirements of Section 704(c) of the Code and
the Income Tax Regulations thereunder and such other provisions of the Code as
govern the treatment of Section 704(c) Property and the related book item shall be
allocated in a manner consistent with the Income Tax Regulations promulgated
under Section 704(b) of the Code, such method determined by the Owner
Representative.

(4) Other Items Unrelated to Section 704(c) Property . For the

avoidance of doubt, income, gain, deduction and loss as determined for Federal
income tax purposes and not otherwise allocated pursuant to this Section 2.3 shall
be allocated in the same manner in which the corresponding item of income, gain,
deduction and loss is allocated pursuant to Sections 2.1 and 2.4 of this Appendix.

Section 2.4 Exceptions.

A. Limitations.
 (1) General Limitation. Notwithstanding anything to the contrary
contained in this Article II, no allocation shall be made to an Owner which would
cause such Owner to have a deficit balance in its Adjusted Book Capital Account
which exceeds the sum of such Owner’s share of Company Minimum Gain and
such Owner’s share of Owner Nonrecourse Debt Minimum Gain (plus other
amounts that such Owner is actually obligated to restore, if any). If the limitation
contained in the preceding sentence would apply to cause an item of loss or
deduction to be unavailable for allocation to any Owner, then such item of loss or
deduction shall be allocated to the Owner(s) who will not be subject to this
limitation to the extent possible until such Owner(s) become subject to this
limitation. Any remaining amount of loss or deduction shall be allocated between
or among the Owners in accordance with the Owners’ respective interests in the
LLC within the meaning of Section 1.704-1(b)(3) of the Income Tax Regulations.

(2) Owner Nonrecourse Deductions. Notwithstanding anything to the

contrary contained in this Article II, any and all Owner Nonrecourse Deductions
that are (in accordance with the principles set forth in Section 1.704-2(i)(2) of the
Income Tax Regulations) attributable to Owner Nonrecourse Debt shall be
allocated to the Owner that bears the Economic Risk of Loss for such Owner
Nonrecourse Debt. If more than one Owner bears such Economic Risk of Loss,
such Owner Nonrecourse Deductions shall be allocated between or among such
Owners in accordance with the ratios in which they share such Economic Risk of
Loss. If more than one Owner bears such Economic Risk of Loss for different
portions of an Owner Nonrecourse Debt, each such portion shall be treated as a
separate Owner Nonrecourse Debt. This Section 2.4A(2) is intended to comply
with the provisions of Section 1.704-2(i) of the Income Tax Regulations and shall
be interpreted consistently with such provisions.

B. Minimum Gain Chargebacks.

(1) Company Minimum Gain. Except to the extent provided in
Section 1.704-2(f)(2), (3), (4) and (5) of the Income Tax Regulations, if there is,
for any Taxable Year of the LLC, a net decrease in Company Minimum Gain,
there shall be allocated to each Owner items of income and gain for such year (and,
if necessary, for subsequent years) equal to such Owner’s share of the net decrease
in Company Minimum Gain. An Owner’s share of the net decrease in Company
Minimum Gain is the amount of such total net decrease multiplied by the Owner’s
percentage share of the LLC’s Company Minimum Gain at the end of the
immediately preceding Taxable Year, determined in accordance with Section
1.704-2(g)(1) of the Income Tax Regulations. Items of income and gain to be
allocated pursuant to the foregoing provisions of this Section 2.4B(1) shall, in
accordance with Section 1.704-2(f)(6) of the Income Tax Regulations and Section
1.704-2(j)(2)(i) of the Income Tax Regulations, consist first of gains recognized
from the disposition of items of property of the LLC subject to one or more
Nonrecourse Liabilities of the LLC and income from the discharge of indebtedness
relating to one or more Nonrecourse Liabilities of the LLC to which property of
the LLC is subject, and then of a pro rata portion of the other items of LLC income
and gain for that year. This Section 2.4B(1) is intended to comply with the
minimum gain chargeback requirement contained in Section 1.704-2(f) of the
Income Tax Regulations and shall be interpreted consistently with such provision.

(2) Owner Nonrecourse Debt Minimum Gain. Except to the

extent provided in Section 1.704-2(i)(4) of the Income Tax Regulations, if there
is, for any Taxable Year of the LLC, a net decrease in Owner Nonrecourse Debt
Minimum Gain, there shall be allocated to each Owner that has a share of Owner
 Nonrecourse Debt Minimum Gain at the beginning of such Taxable Year before
any other allocation pursuant to this Article II (other than an allocation required
pursuant to Section 2.4B(1) of this Appendix) is made under Section 704(b) of the
Code of LLC items for such Taxable Year, items of income and gain for such year
(and, if necessary, for subsequent years) equal to such Owner’s share of the net
decrease in the Owner Nonrecourse Debt Minimum Gain. The determination of an
Owner’s share of the net decrease in Owner Nonrecourse Debt Minimum Gain
shall be made in a manner consistent with the principles contained in Section
1.704-2(g)(1) of the Income Tax Regulations. The determination of which items of
income and gain to be allocated pursuant to the foregoing provisions of this
Section 2.4B(2) shall be made in a manner that is consistent with the principles
contained in Section 1.704-2(f)(6) of the Income
Tax Regulations and Section 1.704-2(j)(2)(ii) of the Income Tax Regulations. This
Section 2.4B(2) is intended to comply with the minimum gain chargeback
requirement contained in Section 1.704-2(i)(4) of the Income Tax Regulations and
shall be interpreted consistently with such provision.

Section 2.5 Qualified Income Offset. Notwithstanding anything to the contrary in this
Appendix, in the event any Owner unexpectedly receives any adjustments, allocations or
distributions described in Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6) of the Income Tax Regulations,
there shall be specially allocated to such Owner such items of LLC income and gain, at such times
and in such amounts as will eliminate as quickly as possible the deficit balance (if any) in its Book
Capital Account (in excess of the sum of such Owner’s share of Company Minimum Gain and such
Owner’s share of Owner Nonrecourse Debt Minimum Gain plus any other amounts that such
Owner is actually obligated to restore, if any) created by such adjustments, allocations or
distributions. This Section 2.5 is intended to be a “qualified income offset” within the meaning of
Section 1.704-1(b)(2)(ii)(d) of the Income Tax Regulations and shall be interpreted consistently
with such provision.

Section 2.6 Owners’ Interests in LLC Profits for Purposes of Section 752.
As permitted by Section 1.752-3(a)(3) of the Income Tax Regulations, the Owners hereby
specify that solely for purposes of determining their respective shares of excess Nonrecourse
Liabilities of the LLC, the Owners’ respective shares of LLC profits shall be in proportion to their
then respective Membership Interests.

Section 2.7 Special Allocation of Items of Nonrecourse Deductions. For each Taxable
Year of the LLC, before any allocations of Profits or Losses shall be made to the Owners pursuant
to Section 2.1, Nonrecourse Deductions shall be allocated among the Owners pro rata in
accordance with their then respective Membership Interests.
Section 2.8 Curative Allocations. The Regulatory Allocations are intended to comply
with certain requirements of the Income Tax Regulations and shall be interpreted consistently
therewith. The Regulatory Allocations may effect results which would be inconsistent with the
allocations set forth in Section 2.1 above. It is the intent of the Owners that, to the extent possible,
all Regulatory Allocations shall be offset by other Regulatory Allocations or special allocations of
other items of income, gain, loss and deduction pursuant to this Section 2.8. The Owner
Representative (based on the advice of the LLC’s accountants or tax counsel) shall make
appropriate special curative allocations of items of income, gain, loss and deduction so that, after
such offsetting allocations shall have been made, each Owner’s Book Capital Account balance is,
to the extent possible, equal to the Book Capital Account balance such Owner would have had if
the distortions resulting from any required Regulatory Allocations had not occurred. In exercising
discretion under this Section 2.8, the Owner Representative shall take into account future
Regulatory Allocations under Sections 2.4B and 2.5 of this Appendix that, although not yet made,
are likely to offset other allocations previously made under Sections 2.4A(2), 2.5 and 2.7 of this
Appendix.
 Section 2.9 LLC Tax Elections. Except as provided in this Appendix, the Owner
Representative shall make all tax elections for the LLC provided for under the Code and relevant
provisions of state and local income tax law. Notwithstanding the foregoing, upon the written
request of any Owner, the Owner Representative shall, at the time and in the manner provided in
Section 1.754-1(b) of the Income Tax Regulations, cause the LLC to make the election under
Section 754 of the Code. In the event the LLC has in effect an election under Section 754 of the
Code, allocations of income, gain, loss or deduction to affected Owners for federal, state and local
tax purposes will take into account the effect of such election pursuant to applicable provisions of
the Code.

Section 2.10 Income Tax Treatment of Certain Transactions. Notwithstanding anything

contained to the contrary in the Agreement, the Owners and the Company agree that for relevant
Federal and state income tax purposes, the following transactions shall be treated in the following
manner:
A. Treatment of the Contribution or Sale of the Property Pursuant to Schedule 4.

1) In the event there is no Contributing Owner, any amount paid by the LLC to the Seller
pursuant to Schedule 4 of the Agreement shall only be treated as a “distribution”
within the meaning of Section 731 of the Code.

2) In the event there is a Contributing Owner:

a. Sale Portion of the Property. Any amount paid by the LLC to the Contributing
Owner pursuant to Schedule 4 of the Agreement shall only be treated as a
“distribution” within the meaning of Section 731 of the Code as and to the
extent that the amount paid to the Contributing Owner pursuant to Schedule 4
of the Agreement constitutes a “reimbursement of preformation expenditures”
within the meaning of Section 1.707-4(d) of the Income Tax Regulations and
such amount shall be treated as a “distribution” to the Contributing Owner for
all relevant Federal and state income tax purposes. As and to the extent that
the amount paid pursuant to Schedule 4 of the Agreement does not constitute
a “reimbursement of preformation expenditures” within the meaning of
Section 1.707-4(d) of the Income Tax Regulations, such amount shall be
treated as a part of a taxable sale by the Contributing Owner to the LLC of all
or a portion of the Property which comprises the Contributing Owner’s initial
capital contribution and which is properly treated as “sold” to the Company as
provided in Section 707(a)(2)(B) of the Code (the “Sale Portion”), as
determined by Owner Representative based upon the advice of the LLC’s
accountants.

b. Contribution Portion of the Property. The remaining portion of the Property

that is not the Sale Portion (the “Contribution Portion”) shall be treated as a
“contribution” by the Contributing Owner to the LLC within the meaning of
Section 721 of the Code.

B. Treatment of Payments in Respect of Assessments . Any payment made by an

Owner to the Company in respect of an Assessment shall be treated as a contribution from the
Owner to the Company under Section 721 of the Code, except as may otherwise be determined by
the Owner Representative based upon the advice of the LLC’s accountants and subject to the first
full paragraph of Section 6.3 of this Appendix and clause (ii) of Section 6.3B of this Appendix.
 Section 2.11 Order of Application. For purposes of this Article II, the following
provisions set forth in the Agreement and this Article II shall be applied in the following order:

A. Sections 6.11(c)(i) and 9.2(d)(iv) of the Agreement relating to distributions.

B. Section 2.7 of this Appendix relating to Special Allocation of Items of

Nonrecourse Deductions.

C. Section 2.4A(2) of this Appendix relating to Owner Nonrecourse

Deductions.

D. Section 2.4B(1) of this Appendix relating to chargebacks of Company

Minimum Gain.

E. Section 2.4B(2) of this Appendix relating to chargebacks of Owner

Nonrecourse Debt Minimum
Gain.

F. Section 2.4A(1) of this Appendix relating to general limitations.

G. Section 2.5 of this Appendix relating to Qualified Income Offset.

H. Sections 2.1 and 2.8 of this Appendix relating to, respectively, allocations
of Profits and Losses and Curative Allocations shall be applied at the same time.

These provisions shall be applied as if all contributions, distributions and allocations with
respect to a given Taxable Year were made at the end of the LLC’s Taxable Year. Where any
provision depends on the Book Capital Account of any Owner, such Book Capital Account shall be
determined after the application of all preceding provisions for the year.

ARTICLE III WITHHOLDING MATTERS

The Owners shall comply with the requirements contained in the Code and comparable tax
laws of any state in which the LLC is engaged in business regarding tax withholding on income
that is allocated to, or distributions made to, Owners who are non-U.S. persons and/or nonresidents
of a particular state or jurisdiction (including amounts withheld from the LLC on income that is
allocated to the LLC or on payments or distributions to the LLC that would otherwise have been
available for distribution to such Owners) (the “Owner Withholding Law”). For the avoidance of
doubt, the Owner Withholding Law shall include any withholding pursuant to Sections 1445(e)(5)
and 1446(f) of the Code, or any similar withholding requirement that is based on an amount
realized by an Owner with respect to any sale for income tax purposes of all or any portion of its
interest in the LLC, or with respect to any distribution to an Owner by the LLC (including, without
limitation, a distribution pursuant to Section 6.11(c)(i) of the Agreement, or a distribution in partial
or complete redemption of an Owner’s interest in the LLC). The Owner Representative is hereby
authorized and directed by each Owner to withhold from the distributions or other amounts payable
to such Owner under the Agreement such amount or amounts (“Required Owner Withholding”)
as it reasonably determines is required by the Owner Withholding Law, and to remit the Required
Owner Withholding to the Internal Revenue Service and/or such other applicable state taxing
authority at such time or times as may from time to time be required by the relevant taxing
authority. The Required Owner Withholding shall be treated for all purposes of the Agreement as
having been distributed or paid to the Owner in question and then paid by such Owner to the
Internal Revenue Service and/or such other applicable state taxing authority. If the Owner
Representative determines at any time that the Required Owner Withholding with respect to a
particular Owner exceeds the amount of distributions or other amounts payable to such Owner at
such time (a “Cash Shortfall”), the Owner in question shall immediately make a cash contribution
to the LLC equal to the amount of such Cash Shortfall, which the Owner Representative shall use
to effectuate the Required Owner Withholding. The amount of the Cash Shortfall so contributed
shall not be treated as a capital contribution for purposes of the Agreement and the associated
remittance to the taxing authority shall not be treated as a distribution for purposes of the
Agreement. When remitting the Required Owner Withholding, the Owner Representative
shall inform the relevant taxing authority of the name and tax identification number of the Owner
for whose account such Required Owner Withholding is being made.

ARTICLE IV
NO DEFICIT FUNDING OBLIGATION

Notwithstanding anything to the contrary contained in this Appendix or in the Agreement,

no Owner having a negative balance in its Book Capital Account shall have any obligation to the
LLC or to any other Owner to restore its Book Capital Account to zero.

ARTICLE V
CLOSING OF LLC BOOKS IN CONNECTION WITH ADMISSION OF NEW OWNER OR
TRANSFER OF OWNER’S INTEREST

Upon a Transfer Effective Date, the books of the LLC shall be closed in accordance with
Section 706(d) of the Code, and consistent therewith: (X) items of income, deduction, gain, loss
and/or credit of the LLC that are recognized on or prior to the Transfer Effective Date shall be
allocated among those persons or entities who were Owners in the LLC on or prior to the Transfer
Effective Date; and (Y) items of income, deduction, gain, loss and/or credit of the LLC that are
recognized after the Transfer Effective Date shall be allocated among the persons or entities who
were Owners after the Transfer Effective Date.

ARTICLE VI
TAX MATTERS PARTNER;
PARTNERSHIP REPRESENTATIVE;
GENERAL LLC TAX AUDITS

Section 6.1 Intentionally Omitted.

Section 6.2 Post-TEFRA Partnership Audits. For any Taxable Year of the LLC in which
the Post-TEFRA
Partnership Audit Rules apply to the LLC (without taking into account Section 6221 of Code) the
Tax Audit Person shall be designated as the Partnership Representative, and it shall serve as such
with all powers granted to a Partnership Representative under the Code. The Tax Audit person
shall appoint an individual to act as the Designated Individual. The Designated Individual shall act
on behalf of the Partnership Representative and shall serve with the powers granted to a Designated
Individual under the Code. In the event an alternative Partnership Representative is designated
and/or an alternative Designated Individual is appointed at any time, the theretofore-designated
Partnership Representative and/or the theretofore-appointed Designated Individual, as the case may
be, shall cooperate with the LLC and the Owners to effectuate such re-designation and/or re-
appointment, including signing and filing the documents described in Section 301.6223-1(d) of the
Income Tax Regulations and/or any documents required by the relevant taxing authority. The
theretofore-designated Partnership Representative and/or the theretofore-appointed Designated
Individual, as the case may be, shall continue to serve as the Partnership Representative and/or as
the Designated Individual, as the case may be, in a ministerial capacity under the direction of the
Owner Representative, until re-designation and/or re-appointment is effective pursuant to Section
301.6223-1 of the Income Tax Regulations.
 A. For each Taxable Year of the LLC in which the Post-TEFRA Partnership
Audit Rules would otherwise apply to the LLC, the Partnership Representative shall have
the right, but not the obligation, to cause the LLC to make the election described in Section
6221(b) of the Code if such election is permitted by Section 6221(b) of the Code. Each
person or entity that is or has ever been an Owner does hereby give its consent (as to itself
and to any of its successors or assigns) to the making of such election. For so long as such
election for any Taxable Year of the LLC shall remain in effect, Section 6.4 (and no
provision below of this Section 6.2) of this Appendix shall apply to the LLC for such
Taxable Year.

B. The Partnership Representative shall have the right, but not the obligation,
to cause the LLC to effect Compliance with respect to an “imputed underpayment” (as
such term is described in Section 6225(b) of the Code) of the LLC. Each person or entity
that is or has ever been an Owner does hereby give its consent (as to itself and to any of its
successors or assigns) to do whatever is necessary or appropriate to enable or to further
such Compliance. Furthermore, in connection with effectuating any such election, the
Partnership Representative shall have the right, but not the obligation, to require that each
Owner of the LLC either: (i) file such amended returns as are described in Section 6225(c)
(2) of the Code with respect to such “imputed underpayment”; or (ii) otherwise effect
Compliance with the requirements contained in Section 6225(c) of the Code, such that such
“imputed underpayment” (as described in Section 6225(b) of the Code) at the LLC level
shall be determined without regard to the portion of the “partnership adjustment” (as
described in Section 6225 of the Code) that is properly allocable to such Owner. Without
limiting the scope and extent of the preceding provisions of this Section 6.2B, the intent
and objective of such provisions is that the “partnership adjustment” and the “imputed
underpayment”, in each case as to which Compliance with Section 6225(c) of the Code is
mandated under this Section 6.2B, will each be zero.

C. The Partnership Representative shall have the right, but not the obligation,
to cause the LLC to make the election described in Section 6226(a)(1) of the Code with
respect to one or more specific “imputed underpayments” (as that term is used in Section
6226(a)(1) of the Code) and, with respect to each such election, the Partnership
Representative shall have the right, but not the obligation, to otherwise cause the LLC to
comply with the requirements contained in Section 6226(a) of the Code with respect to
such “imputed underpayment(s)”. Each person or entity that is or has ever been an Owner
does hereby give its consent (as to itself and to any of its successors or assigns) to the
making of such election. Furthermore, in connection with effectuating any such election,
each Owner hereby agrees (as to itself and to any of its successors or assigns) that it will
comply, for such Taxable Year and for any other relevant Taxable Year, with the
requirements contained in: (i) the flush language (beginning “section 6225…” and ending
“…subsection (b)” (as such language may be amended) of Section 6226(a); and (ii) Section
6226(b), in each case of the Code, with respect to the “final partnership adjustments” that
are covered by any and all elections made pursuant to this Section 6.2C. Without limiting
the scope and extent of the preceding provisions of this Section 6.2C, the intent and
objective of such provisions is that Section 6225 shall not apply to any “imputed
underpayment” (as described in Section 6225(b) of the Code) of the LLC that is covered by
any election made pursuant to this Section 6.2C.

D. The Partnership Representative shall have the right, but not the obligation
to cause the LLC to file a request for administrative adjustment described in Section
6227(a) of the Code with respect to one or more specific “partnership-related items” (as
that term is used in Section 6227(a) of the Code), and shall have the right, but not the
obligation, to otherwise cause the LLC to comply with the requirements contained in
Section 6227 of the Code with respect to such request. In connection with any actions
 taken under this Section 6.2D, the Partnership Representative and the Owners shall comply
with the applicable foregoing provisions of Sections 6.2B and 6.2C, respectively, with
respect to any adjustment under Section 6227(a) of the Code which is determined and
taken into account under Section 6227(b)(1) of the Code (regarding rules similar to the
rules under Section 6225 of the Code) or 6227(b)(2) of the Code (regarding rules similar to
the rules under Section 6226 of the Code). To the extent Section 6227(b)(1) of the Code
applies under rules similar to the rules under Section 6225 of the Code, each Owner agrees
(as to itself and to any of its successors or assigns) that it shall provide such consents or
agreements or take such other actions that it would have been obligated to provide or take
under Section 6.2B, above, if Section 6225 of the Code had applied (excluding the
provisions of such Section 6225 specified under Section 6227(b)(1) of the Code). To the
extent Section 6227(b)(2) of the Code applies under rules similar to the rules under Section
6226 of the Code, each Owner agrees (as to itself and to any of its successors or assigns)
that it shall provide such consents or agreements or take such other actions that it would
have been obligated to provide or take under Section 6.2C, above, if Section 6226 of the
Code had applied (excluding the provisions of such Section 6226 specified under Section
6227(b)(2) of the Code).

Section 6.3 Adjustment Liabilities. The provisions of Section 6.2 of this Article VI are
intended, and are to be interpreted, to avoid, wherever possible, the result that any income tax,
interest, penalties or additions to the tax are ever assessed against the LLC pursuant to Section 6221
of the Code. If, contrary to that intent, the LLC should become liable for income tax, interest,
penalties, and/or additions to the tax that are attributable to an adjustment in respect of the
distributive share of an Owner (or a former Owner) under Section 6225 of the Code (such liability,
as reasonably determined by the Tax Audit Person, based upon the advice of the LLC’s
accountants, an “Adjustment Liability”), the Owners hereby irrevocably authorize and direct the
Owner Representative to treat such Adjustment Liabilities as “Tax Assessments” (as defined in the
Agreement”) and to collect such Adjustment Liabilities in the manner provided for in Articles VI
and/or VII of the Agreement and/or to withhold from any and all distributions or other amounts
then payable to such Owner (or former Owner) such Adjustment Liability, and to remit such
amount to the Internal Revenue Service or as may otherwise be required. The amount of the
remitted Adjustment Liability shall be treated for all purposes of the Agreement as having been
distributed or paid to the Owner (or former Owner) in question and shall reduce the amount
otherwise distributable or payable to such Owner (or former Owner) under the Agreement if and as
appropriate.

Section 6.4 Other Audit Procedures. As and to the extent that, for any Taxable Year of
the LLC, the Post- TEFRA Partnership Audit Rules do not apply to the LLC, the Tax Audit Person
shall serve in a role (“Tax Audit Representative”) with duties and obligations that are, to the
extent possible and permitted under relevant law, comparable to those of a Partnership
Representative as and to the extent that there are any income tax audits, inquiries or investigations
conducted by an income tax authority at the level of the LLC. In the event an alternative Tax Audit
Representative is appointed at any time, the theretofore-appointed Tax Audit Representative shall
cooperate with the LLC and the Owners to effectuate such re-appointment, including signing and
filing any documents required by the relevant taxing authority.

Section 6.5 Notice and Expenses. Each Owner shall give prompt notice to each other
Owner of any and all notices it receives from the Internal Revenue Service or any relevant state or
local taxing authority, concerning the LLC, including any notice of audit, any notice of action with
respect to a revenue agent’s report, any notice of a 30-day appeal letter and any notice of a
deficiency in tax concerning the LLC’s Federal income tax return, or any relevant state or local
income tax return. In its role as Partnership Representative and/or Tax Audit Representative, the
Tax Audit Person shall serve at LLC expense and shall furnish each Owner with status reports
regarding any negotiation between any taxing authority (Federal, state or local) and the LLC.
 Section 6.6 Authority of Tax Audit Person. The Tax Audit Person shall have the power
to enter into any settlement with any taxing authority (Federal, state or local), extend the statute of
limitations, or file for judicial review of any partnership adjustment as described in Section 6234 of
the Code, on behalf of the LLC or the Owners, and without the approval of the other Owners,
except as may otherwise be provided in the Agreement.

Section 6.7 Adjustments to Book Capital Accounts. The Tax Audit Person shall, based
upon the advice of, and in the manner determined by, the LLC’s accountants, cause there to be
made all appropriate adjustments (actual and notional) to the Book Capital Accounts of the Owners
in respect of any adjustment to LLC items under the Post-TEFRA Partnership Audit Rules
including, for the avoidance of doubt, (i) any adjustments in respect of the LLC’s payment of an
Adjustment Liability under Section 6225 of the Code or in respect of the application of Section
6226 of the Code, and (ii) the effect of the payment of any Adjustment Liability.

Section 6.8 Indemnification of Tax Audit Person and Designated Individual.

Notwithstanding anything contained in the Agreement to the contrary, the LLC shall indemnify,
defend, and hold harmless the Tax Audit Person, to the greatest extent permitted by law, against
any and all liabilities, losses, claims, costs, damages and expenses which arise from Tax Audit
Person’s actions, inactions, or decisions while acting in its capacity as the Partnership
Representative and/or the Tax Audit Representative for the LLC, except to the extent that a court of
competent jurisdiction determines that such actions, inactions, or decisions constitute either gross
negligence or willful misconduct on the part of the Tax Audit Person. The LLC shall also
indemnify, defend, and hold harmless the Designated Individual, to the greatest extent permitted by
law, against any and all liabilities, losses, claims, costs, damages and expenses which arise from the
Designated Individual’s actions, inactions, or decisions while serving on behalf of the Tax Audit
Person, except to the extent that a court of competent jurisdiction determines that such actions,
inactions, or decisions constitute either gross negligence or willful misconduct on the part of the
Designated Individual.

Section 6.9 Owner Responsibilities and Indemnification Obligations. Each Owner

agrees (as to itself and its successors and assigns) to take all actions requested by the Partnership
Representative and/or Tax Audit Representative in order to enable the Partnership Representative
and/or Tax Audit Representative to carry out its duties and obligations described in Sections 6.2
and 6.4, including, but not limited to, providing any information regarding such Owner’s individual
tax returns and liabilities that may be relevant under Section 6225(c) of the Code. Each Owner
further agrees (as to itself and its successors and assigns) to notify the Partnership Representative
and/or Tax Audit Representative, as applicable, of such Owner’s treatment of any partnership item
on its Federal, state or local income tax returns which is or may be inconsistent with the treatment
of that item on the LLC’s return. Furthermore, each Owner agrees (as to itself and its successors
and assigns) to keep the Partnership Representative and/or Tax Audit Representative advised of the
Owner’s current contact information, including, but not limited to, the Owner’s current mailing
address. The obligations in this Section 6.9 shall be imposed on each Owner (or former Owner), as
to itself and its successors and assigns, until such Owner (or former Owner) and its successors and
assigns is/are released in writing by the Partnership Representative and/or Tax Audit
Representative, as the case may be, from such obligation. In the event an Owner (or former
Owner) fails to comply with any of the Owner’s duties or obligations described in the provisions of
this Article VI, (excluding the duties or obligations of the Tax Audit Person), such Owner (or
former Owner) shall indemnify, defend and hold the LLC, the other Owners, and the assets of the
LLC, harmless from and against any and all liabilities, losses, claims, costs, damages and expenses
(including, but not limited to income tax, interest, penalties, and additions to tax) that result from
such Owner’s (or former Owner’s) failure to comply. Any payments made by an Owner (or former
Owner) under this Section 6.9 shall be made at the sole cost to the Owner (or former Owner),
without any right of reimbursement or credit as a capital contribution.

Section 6.10 Purpose of Article VI. The provisions of this Article VI are intended, and
 should be applied, whenever possible, in such a manner as to prevent any Owner (or former
Owner) from paying an amount of income tax (excluding interest, penalties, and additions to tax)
that exceeds the amount of income tax such Owner (or former Owner) would have paid if the
original income tax reporting of the LLC and the Owners had been consistent with the final
determination of the LLC’s “partnership adjustments”, as described in Section 6225 of the Code.
For these purposes, the term “final determination” means either (i) the non-appealable
determination of an administrative agency or (ii) the non- appealable determination of a court or
judicial body.

Section 6.11 Application of Article VI. The provisions of this entire Article VI shall
survive the termination of the Agreement, the liquidation of the LLC, the dissolution of the LLC,
the withdrawal, resignation or retirement of an Owner from the LLC, the transfer of an Owner’s
interest in the LLC and the liquidation of an Owner’s interest in the LLC.

ARTICLE VII DEFINITIONS

For purposes of this Appendix, the following definitions shall apply:

(A) “Adjusted Book Basis” shall mean, with respect to an item of property of
the LLC, the Book Basis of such item as the same may be adjusted from time to time by Book
Depreciation allowable with respect to such item of property of the LLC;

(B) “Adjusted Book Capital Account” shall mean the Book Capital Account
of an Owner reduced by any adjustments, allocations or distributions described in Section 1.704-
1(b)(2)(ii)(d)(4), (5) or (6) of the Income Tax Regulations;

(C) “Adjustment Liability” shall have the meaning ascribed to that term as set
forth in Section 6.3 of
this Appendix;

(D) Intentionally Omitted.

(E) “Book Basis” shall mean the adjusted basis of an item of property of the
LLC as reflected in the books of the LLC, determined in the manner set forth in Section 1.2A of
this Appendix;

(F) “Book Capital Account” shall mean the book capital account maintained
for each Owner in accordance with Section 1.2 of this Appendix;

(G) “Book Depreciation” shall mean the depreciation, depletion or

amortization deduction or allowance that shall be allowable to the LLC with respect to an item of
property of the LLC, determined in the manner set forth in Section 1.2D of this Appendix;

(H) “Book Gain or Loss” shall be the gain or loss recognized by the LLC
from the sale or other disposition of property of the LLC, determined in the manner set forth in
Section 1.2D of this Appendix;

(I) “Cash Shortfall” shall have the meaning ascribed to that term as set forth
in Article III of this
Appendix;

(J) “Code” shall mean the Internal Revenue Code of 1986, as the same may be
 amended from time to
time;

(K) “Company Minimum Gain” shall have the same meaning as “partnership
minimum gain” as set forth in Section 1.704-2(b)(2) of the Income Tax Regulations;

(L) “Compliance” shall mean full and complete compliance with the
provisions contained in Section 6225(c) of the Code with respect to an “imputed underpayment”
(as such term is described in Section 6225(b) of the Code) of the LLC;

(M) “Designated Individual” shall have the meaning set forth in Section
301.6223-1(b)(3) of the Income Tax Regulations;

(N) “Economic Risk of Loss” shall have the meaning set forth in Section
1.752-2(b) through (l) of the Income Tax Regulations;

(O) “Income Tax Regulations” shall mean the regulations promulgated

by the United States Department of the Treasury under the Code, as the same may be amended
from time to time;

(P) “Owner Nonrecourse Debt” shall have the meaning set forth in
Section 1.704-2(b)(4) of the Income Tax Regulations;

(Q) “Owner Nonrecourse Debt Minimum Gain” shall have the

meaning set forth in Section 1.704-2(i)(2) of the Income Tax Regulations;

(R) “Owner Nonrecourse Deductions” shall mean any and all items of loss
and deduction and any and all expenditures described in Section 705(a)(2)(B) of the Code (or
treated as expenditures so described pursuant to Section 1.704-1(b)(2)(iv)(i) of the Income Tax
Regulations);

(S) “Owner Withholding Law” shall have the meaning ascribed to that term
as set forth in Article III of this Appendix;

(T) “Modified Book Capital Account” shall mean, with respect to any
Owner, an amount equal to such Owner’s Book Capital Account, increased by the sum of such
Owner’s share of Company Minimum Gain and such Owner’s share of Owner Nonrecourse Debt
Minimum Gain;

(U) “Nonrecourse Deductions” shall have the meaning set forth in Section
1.704-2(b)(1) of the Income Tax Regulations;

(V) “Nonrecourse Liability” shall have the meaning set forth in Section
1.704-2(b)(3) of the Income Tax Regulations;

(W) “Partnership Representative” shall mean the “partnership

representative” of the LLC within the meaning of Section 6223(a) of the Code as in effect for any
Taxable Year in which the Post-TEFRA Partnership Audit Rules are applicable;
(X) “Post-TEFRA Partnership Audit Rules” shall mean the provisions of
Subchapter C of Chapter 63 of the Code, as amended by the “Bipartisan Budget Act of 2015”
(together with any temporary or final Income Tax Regulations promulgated and in effect from time
to time thereunder);
 (Y) “Profits” or “Losses” shall mean the LLC’s taxable income or loss,
respectively, as calculated in accordance with Section 703(a) of the Code with, however, (i) all
items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)
(1) of the Code being included in such taxable income or loss, (ii) any income and gain that is
exempt from tax, and all expenditures described in Section 705(a)(2)(B) of the Code (or treated as
expenditures so described pursuant to Section 1.704-1(b)(2)(iv)(i) of the Income Tax Regulations)
being included in such Profits or Losses, (iii) items of Book Depreciation (and not Tax
Depreciation) that are not Nonrecourse Deductions being included in calculating such Profits or
Losses, and (iv) Book Gain or Loss (and not Tax Gain or Loss) being included in calculating such
Profits or Losses, but excluding in such calculation the amounts allocated under Sections 2.3, 2.4,
2.5, 2.7 and 2.8 of this Appendix;

(Z) “Recapture” shall mean, in the event of a gain on any sale, exchange or
other disposition of property of the LLC, all or a portion of such gain that is characterized as
ordinary income by virtue of the recapture rules of Section 1250 of the Code, Section 1245 of the
Code or otherwise;

(AA) “Regulatory Allocations” shall mean the special allocations in Sections

2.4A(2), 2.4B, 2.5 and 2.7 of this Appendix;

(AB) “Required Owner Withholding” shall have the meaning ascribed to that
term as set forth in Article III of this Appendix;

(AC) “Section 704(c) Property” means (i) each item of property of the LLC
which is contributed to the LLC and to which Section 704(c) of the Code or Section 1.704-1(b)(2)
(iv)(d) of the Income Tax Regulations applies, and
(iv) each item of property of the LLC which, as contemplated by Section 1.704-1(b)(4)(i) and other
analogous provisions of the Income Tax Regulations, is governed by the principles of Section
704(c) of the Code (or principles analogous to the principles contained in Section 704(c) of the
Code) by virtue of (a) an increase or decrease in the Book Capital Accounts of the Owners to
reflect a revaluation of property of the LLC on the LLC’s books as provided by Section 1.704-1(b)
(2)(iv)(f) of the Income Tax Regulations, (b) the fact that it constitutes a receivable, account
payable, or other accrued but unpaid item which, under principles analogous to those applying to
an item of property of the LLC having an adjusted tax basis that differs from its Book Basis, is
treated as an item of property described in Section 1.704-1(b)(2)(iv)(g)(2) of the Income Tax
Regulations, or (c) any other provision of the Code or the Income Tax Regulations (including
Section 1.704-1(b)(4)(i) of the Income Tax Regulations) as the same may from time to time be
construed, to the extent that, and for so long as, such item of property of the LLC continues to be
governed by the principles of Section 704(c) of the Code (or principles analogous to the principles
contained in Section 704(c) of the Code);

(AD) “Target Capital Account” means, with respect to any Owner for any
Taxable Year, an amount (which may be either a positive balance or a negative balance) equal to
the hypothetical distribution (or contribution) such Owner would receive (or contribute) if each
LLC asset were sold for an amount of cash equal to such asset’s Adjusted Book Basis as of the end
of such Taxable Year, each liability of the LLC were satisfied in cash in accordance with its terms
(limited, with respect to each Nonrecourse Liability, to the Adjusted Book Basis of the asset or
assets securing such Nonrecourse Liability), and all remaining cash of the LLC (including the net
proceeds of such hypothetical transactions and all cash otherwise available after the hypothetical
satisfaction of all LLC liabilities) were distributed in full to the Owners pursuant to Section 6.2(c)
(i) of the Agreement;

(AE) “Tax Audit Person” shall mean the Owner Representative;

 (AF) “Tax Audit Representative” shall have the meaning ascribed to that term
as set forth in Section
6.4 of this Appendix;
(AG) “Tax Depreciation” shall mean the depreciation, depletion or
amortization deduction or allowance that shall be allowable for Federal income tax purposes to the
LLC with respect to an item of property of the LLC;

(AH) “Tax Gain or Loss” shall mean the gain or loss for Federal income tax
purposes from the sale or other disposition of property of the LLC;

(AI) “Taxable Year” shall mean the taxable year of the LLC within the
meaning of Section 441 of the Code, and as such taxable year is otherwise required by Section 706
of the Code; and

(AJ) “Transfer Effective Date” shall mean the effective date of the admission
of a new Owner into the LLC or of a valid transfer of all or part of an Owner’s interest in the LLC
pursuant to the Agreement.