RULES & REGULATIONS - ONE°15 Marina Club

RULES & REGULATIONS

Table of Contents1 NAME 12 INTENTIONS 13 CONSTITUTION OF CLUB 14 CLUB PROPERTY 25 LIABILITIES OF MEMBERS 26 MEMBERSHIP 37 HONORARY MEMBERS 38 INDIVIDUAL MEMBERS 39 CORPORATE MEMBERS 410 ABSENT MEMBER 611 GUESTS 712 ENTRANCE AND OTHER FEES 813 SUBSCRIPTIONS 914 THE MEMBER'S ACCOUNT 1015 CLUB'S DISCRETION 1116 CHARGES 1117 EXCLUSION 1218 MONTHLY STATEMENT 1219 PROHIBITIONS 1220 MEMBERSHIP APPLICATION 1221 ACCEPTANCE NOTIFIED 1322 DEEMED MEMBERSHIP 1323 MINIMUM EXPENDITURE 1324 MONIES IN ARREARS 1325 RESIGNATION OF MEMBER 1426 BANKRUPTCY, CONVICTION, ETC. 1527 EXPULSION OR SUSPENSION 1628 CLUB FACILITIES 1629 BRANCH 1730 DISSOLUTION 1731 MANAGEMENT AND ADMINISTRATION 1832 BYE-LAWS 1833 NOTICES 1834 DISPUTE SETTLEMENT AND CLUB'S DISCRETION 1835 AMENDMENT OF RULES 1936 EXEMPTION 1937 RELATIONSHIP BETWEEN MEMBERS 1938 WAIVER 20

NAME1. The name of the club is ONE°15 Marina Club (the "Club") which is owned andoperated by SUTL Marina Development Pte Ltd [the "Proprietor"] whichexpression shall include its successors-in-title and assigns.INTENTIONS2. It is the intention of the Club to provide for the use and enjoyment of theMembers facilities for recreation, entertainment, dining and/ or such otheractivities (the "Facilities") as the Club may from time to time in its absolutediscretion decide.CONSTITUTION OF CLUB3.1 PROPRIETARY CLUB: The Club is a proprietary club and the Proprietor is thesole manager of the Club3.2 SUPERVISION: The Board of Directors of the Proprietor will be entrusted withthe supervision of the policies, management, maintenance, finance, accountsand operation of the Club.3.3 PREMISES: The place of business of the Club shall be situated #01-01,11Cove Drive, Singapore 098497 (the "Premises") or such other place as theClub may from time to time in its absolute discretion consider appropriate.3.4 OWNERSHIP: All the assets, property and Facilities provided at the Club andlocated at the Premises (the "Assets") shall be deemed to be owned by theClub. No Member shall have any rights, interest or title whatsoever in relationto the same save as provided in these Rules and Regulations. Use of theFacilities by Members will be subject to these Rules and Regulations and theBye-laws made pursuant to these Rules and Regulations and in the absolutediscretion of the Club.3.5 LICENCE: In consideration of the Member agreeing to pay in accordance withthe provisions herein the Entrance Fee, the monthly subscription and anyother sum payable hereunder, the Club grants to the Member a non-exclusivelicense to:-(i) use and enjoy the Facilities; or(ii) in the case of a Corporate Member, nominate up to three Nominees to useand enjoy the Facilities,in common with other Members, the Nominees of other Members, the personsentitled thereunder and such other persons as the Club may in its absolutePage | 1

discretion decide subject to these Rules and Regulations and the Bye-laws.The Club shall commence operations on a date to be notified by the Club tothe Member [the 'Commencement Date"] which is expected to be by the end ofthe first quarter of 2007 provided that the temporary occupation permit hasbeen issued by the relevant authorities in respect of the Premises. Membersshall be entitled to continue to use the Facilities so long as they remainMembers of the Club from the later of the Commencement Date and the dateof the Acceptance Date until 25 June 2034 (the "Termination Date"). Prior tothe Commencement Date, the Club may from time to time notify Members thatpart of the Facilities may be utilised, and Members may utilise such Facilitieson the terms and conditions of these Rules and Regulations, the Bye-laws andsuch other terms and conditions imposed by the Club.CLUB PROPERTY4. All property in the Assets of the Club or Assets situated or located on thePremises shall at all times be and remain the property of the Club and noMember shall take away or permit to be taken away from the Premises or shallinjure, damage, misuse or destroy any property of the Club or any of theAssets situated on the Premises.LIABILITIES OF MEMBERS5.1 CLUB'S DISCRETION: Every Member of the Club shall, subject to these Rules& Regulations and the Bye-laws and such restrictions or conditions as theClub may from time to time in its absolute discretion impose, be entitled to useand enjoy in common with the other Members of the Club the Facilitiesprovided by the Club for the use of the Members, subject to the payment of allfees, subscriptions, and any other monies due to the Club. The Club may in itsabsolute discretion also impose charges for any services, food, drinks or theuse of any of the Facilities and the Club shall have the right at any time andfrom time to time to vary any such charges.5.2 GUESTS: The Club may in its absolute discretion prescribe such rules relatingto the conduct and/ or admission of Members and Nominees, their guests,spouse or children, the use of the Facilities and the conduct of games as itshall from time to time decide.5.3 WITHDRAWAL AND CLOSURE: Without prejudice to the generality of theforegoing, if at any time it appears to the Club that any of the Facilities iscongested, in need of any repair, renovation, inspection, expansion ormaintenance or required for the use of the Club for any purpose as the Clubmay decide, the Club may in its absolute discretion impose conditions on,restrict, suspend or otherwise limit the rights and privileges of any Member inrespect of any one or more of such Facilities and the Club shall not in any waybe liable for any inconvenience or loss that may be suffered or sustained byPage | 2

any Member or any other person entitled or permitted to use and enjoy theFacilities resulting from such conditions, restrictions, suspension or limitation.5.4 ALTERNATIVE FACILITIES: The Club shall be entitled to withdraw orsubstitute any of the Facilities with any other facility that the Club deemsappropriate, in the event that any of such Facilities is or cannot for any reasonwhatsoever be made available for the use and enjoyment of the Members.5.5 FINANCIAL LIABILITY: For the avoidance of doubt, a Member shall not byreason of his membership be under any financial liability in respect of theprovision of the Assets and Facilities except for payment of all monies payableunder these Rules & Regulations and the Bye-laws to the Club.MEMBERSHIP6.1 CLASS: The Club shall comprise Honorary Members, Individual Members andCorporate Members. Any Member of the Club in whatever class shall bereferred to in these Rules & Regulations and the Bye-laws as a "Member”which expression shall include Nominees where appropriate. The Club shallconsist of such number of Members as the Club may in its absolute discretionfrom time to time decide.6.2 OTHER CLASSES: The Club may from time to time create new classes orcategories of membership on such terms and conditions as the Club maydetermine.HONORARY MEMBERS7. HONORARY MEMBERS: The Club may at any time and in its absolutediscretion invite any person to be an Honorary Member upon such terms andconditions and for such periods as the Club may determine. An HonoraryMember shall have such rights and privileges as the Club may from time totime in its absolute discretion determine.INDIVIDUAL MEMBERS8.1 INDIVIDUAL MEMBERS: Individual Members shall be individuals above theage of 21 years and shall have the right to use all the Facilities at the Clubsubject to the terms and conditions of these Rules and Regulations and theBye-laws.8.2 TRANSFER: An Individual Member may with the approval of the Club andprovided that he is not in breach of any of the Rules & Regulations and theBye-laws, transfer his membership. Any Individual Member (the "Transferor")wishing to transfer his membership must first submit the name of the proposedtransferee (the "Transferee") on the prescribed form to the Club for approval.Page | 3

The Club may in its absolute discretion reject the proposed Transferee formembership for any reason whatsoever. No reason shall be given forrejection. The Transferee shall be a natural person aged 21 years or above.The Transferee shall be admitted as an Individual Member upon the paymentto the Club by the Transferor of:-(i)(ii)(iii)a transfer fee ("Transfer Fee") of (15%) of the prevailing publishedEntrance Fee payable by an Individual Member or the prevailing marketrate of an Individual Membership as may be decided at the absolutediscretion of the Club from time to time, whichever is higher or suchamount as the Club may in its absolute discretion from time to timedetermine; anda sum of S$500.00 as an administrative fee, or such higher amount asthe Club may in its absolute discretion from time to time determine.such sums as may be determined by the Club in its absolute discretionfrom time to time as the Food and Beverage Deposit (as hereinafterdefined) and other deposit.w.e.f.1 Feb 2011Provided Always That nothing herein contained shall restrict the Member fromassigning his rights hereunder to an end-financier if such assignment is withthe prior written consent of the Club.8.3 FULL PAYMENT: An Individual Member shall only be entitled to transfer hismembership upon fully paying up his Entrance Fee, Food and BeverageDeposit and all other fees, subscriptions and amounts owing to the Club.8.4 REFUND: Upon the Transferee being admitted as an Individual Member, allmonies standing to the credit of the account of the Transferor including alldeposits paid to the Club shall be refunded to the Transferor and theTransferor shall have no rights or claims whatsoever against the Club.CORPORATE MEMBERS9.1 CORPORATE MEMBERS: A Corporate Member shall be a firm or corporationand shall have the right to use all the Facilities at the Club subject to the termsand conditions of these Rules & Regulations and the Bye-laws.9.2 TRANSFER: A Corporate Member (which expression shall include businessesregistered according to the law) may with the approval of the Club andprovided that it is not in breach of any Rules & Regulations and Bye-lawstransfer its membership to any other company or business registeredaccording to law. Any Corporate Member wishing to transfer its membershipmust first submit the name of the proposed transferee on the prescribed formto the Club for approval. The Club may in its absolute discretion reject thePage | 4

proposed transferee for membership for any reason whatsoever. No reasonshall be given for rejection. The Transferee shall be a firm or corporate body.The transferee shall be admitted as a Corporate Member upon the payment tothe Club of the amounts referred to in Rule 8.2 except that reference therein to"Individual Member" shall be changed to "Corporate Member".Provided Always That nothing herein contained shall restrict the Member fromassigning its rights hereunder to on end-financier if such assignment is withthe prior written consent of the Club9.3 RULES 8.3 AND 8.4: The provisions in Rules 8.3 and 8.4 shall mutatismutandis be applicable to such Members.9.4 NOMINEE: Corporate Members may be either Gold Corporate Members orSilver Corporate Members. A Gold Corporate Member shall upon payment of anomination fee of such sum as the Club shall from time to time prescribe beentitled to nominate up to three persons (who shall be aged 21 or above)belonging to or employed by such Member (collectively the "Nominees" andeach a "Nominee") who shall subject to their acceptance by the Club beentitled to enjoy the Facilities subject to these Rules & Regulations and theBye-laws" and such restrictions or conditions as the Club may from time totime in its absolute discretion impose. A Silver Corporate Member shall uponpayment of a nomination fee of such sum as the Club shall from time to timeprescribe be entitled to nominate up to two Nominees who shall subject to theiracceptance by the Club be entitled to enjoy the Facilities subject to theseRules & Regulations and the Bye-laws, and such restrictions or conditions asthe Club may from time to time in its absolute discretion impose. The privilegesof the Nominees shall cease forthwith upon the membership of such CorporateMember ceasing for any reason.9.5 CHANGE OF NOMINEE: A Corporate Member may by notice in writing to theClub, terminate the nomination of any Nominee and on payment of aregistration fee, the amount of which shall be determined by the Club fromtime to time in its absolute discretion, nominate another individual as aNominee in substitution therefore.9.6 ACCEPTANCE: All Nominees, whether original or substituted, of a CorporateMember shall be subjected to acceptance by the Club who shall be entitled inits absolute discretion to reject any such nomination without giving any reasonwhatsoever.9.7 LIABILITY OF CORPORATE MEMBER: Each Corporate Member shall beliable to the Club for the payment of all Entrance Fees, Monthly Instalments(where applicable), nomination fees, liabilities and monies due on the accountsof its Nominees and/ or any charges or liabilities arising as a result of a breachof these Rules & Regulations and the Bye-laws by its Nominee(s) and shallPage | 5

indemnify the Club against all claims, proceedings or actions made by itsNominees against the Club in respect of any matter whatsoever.ABSENT MEMBER10.1 Any Member or Nominee who intends to reside for more than six monthsoverseas may, except in the case where the spouse and/ or family of theMember or Nominee who hold subsidiary cards remain in Singapore, apply inwriting to the Club to be on absent member (an "Absent Member") aftermaking full settlement of all amounts due to the Club before his departure. Thedecision of the Club to place a Member or Nominee on the Absent Memberslist shall be in the sole discretion of the Club, whose decision shall be final andconclusive. The Member's or Nominee's written application shall be made atleast one month prior to the date of intended departure and shall exhibitevidence of his departure and state the residence outside Singapore, theexpected period of overseas residence and the overseas forwarding address.10.2 Prior to his departure, the Member or Nominee whose application for AbsentMember status has been approved, shall surrender his membership card andall supplementary cards issued to his family members, to the Club. During theperiod of overseas residence, the Absent Member shall notify the Club of hislatest overseas forwarding address.10.3 An Absent Member shall within 7 days of his return to residence in Singapore,give written notice to the Club and documentary proof of his period of absenceand his return to Singapore. Until he gives the requisite written notice to theClub, he shall not be entitled to use and enjoy the Facilities of the Club. If theClub is satisfied that the Absent Member has observed all rules in connectionwith his absence and has paid all arrears on his account, the Absent Member'sname shall be restored to the Register of Member. If the Absent Member failsto prove to the satisfaction of the Club, his residence outside Singapore duringthe period as acclaimed by the Absent Member, the Club shall be entitled tocharge the member the normal subscription fee applicable for the period as ifhe were in Singapore. Where the Club is of the view that the member hasmisrepresented facts to the Club or breached any of the Rules & Regulationsherein contained, the Member may be subject to disciplinary proceedings inaccordance with the Rules & Regulations.10.4 An Absent Member and his family members shall not be entitled to use andenjoy any of the Facilities of the Club during the period he remains on theAbsent Members list, unless the Absent Member is in Singapore on atemporary visit and he gives at least 7 days written notice of his intention touse and enjoy the Club's facilities. The notice must specify the period of thetemporary visit to Singapore. Such temporary period shall not exceed 3months. In the event that the member is in Singapore for more than 3 monthsPage | 6

at any one lime, he shall be regarded to have returned to Singapore for thewhole period and is liable for full subscription and any other levies.10.5 An Absent Member shall be liable to pay the normal subscription fee and proratedspending levy for the month in which he leaves Singapore, the month inwhich he returns to Singapore and for every month of any temporary visit toSingapore to which he has given notice under sub-Rule 10.4 hereof. Save asaforesaid, an Absent Member shall pay 30% of the normal subscription feeapplicable to his category of membership (the "Absent Member Fee").Payment of Absent Member Fee shall be made in advance of the AbsentMember's departure from Singapore.GUESTS11.1 USE OF FACILITIES: Except where otherwise provided for by these Rules &Regulations or the Bye-laws, a Member may with the approval of the Clubintroduce any person as a guest o the Club. Such a guest shall be entitled tothe use of the Facilities as may be determined from time to time by the Cluband be governed by these Rules & Regulations and the Bye-laws, providedthat any guest using the Facilities must be accompanied by a Member whoshall pay such guest fees as may be prescribed from time to time by the Club.The Club may in its absolute discretion restrict the number of times a guestmay be introduced to the Club during any period. No guest shall be allowed touse the Facilities on such days as the Club may in its discretion prescribe andno more than such number of guests as the Club may in its absolute discretiondetermine shall be invited on anyone occasion by anyone Member.11.2 RESPONSIBILITY OF MEMBER: A Member introducing a guest shall write thename and address of the guest, his own name and the period for which theguest is introduced in the register of guests kept for the purpose at thePremises and shall be responsible for any debt and liability owing to the Clubby such guest and shall indemnify the Club against any claims, proceedings oractions made by the guest against the Club in respect of any matterwhatsoever. It is the duty of the Member to acquaint his guest with these Rules& Regulations and the Bye-laws and as to whether there are any restrictions inrespect of the use of the Facilities by guests.11.3 WITHDRAWAL OF PRIVILEGES: The Club may at any time in its absolutediscretion for any reason whatsoever prohibit any guest from being introducedby a Member and may at anytime withdraw the privileges of the Club from anyguest.11.4 PROHIBITION: No person who has been prohibited from being introduced asa guest, or from whom the privileges of the Club have been withdrawn, or whohas been expelled from the Club under Rules 24 or 27 may be introduced as aguest.Page | 7

12.6 FAILURE TO PAY: If a Member fails to pay any Monthly Instalment on its duedate the provisions of Rule 24 shall apply.12.7 RESIGNATION: A Member may resign his membership notwithstanding thathe has not paid the Club all the Monthly Instalments payable under theinstalment plan. The Member may resign his membership in the mannerprovided in Rule 25 and the balance of the Entrance Fee shall be payable bythe Member to the Club.12.8 CREDIT FACILITIES: The Club may in its absolute discretion extend to eachMember credit to an extent as may be determined by the Club from time totime (the "Credit Limit"). Such facilities may not be utilised by any Member todefer the payment of any Entrance Fee, Monthly Instalment (whereapplicable), subscriptions or any deposit required to be paid by such Member.Each Member shall be required to pay a deposit (the "Food and BeverageDeposit") of a sum to be determined by the Club from time to time and thissum shall be held as security for such facilities as may be provided to theMembers by the Club.12.9 AMOUNTS: The rates and amounts of Entrance Fee, Monthly Instalments(where applicable), Food and Beverage deposit and other fees payable by thevarious categories of Members shall be such as the Club may in its absolutediscretion from time to time determine.SUBSCRIPTIONS13.1 PAYMENTS: Unless otherwise expressly excluded herein, each Member shallbe required to pay monthly and/ or other subscriptions as may from time totime be prescribed by the Club and all taxes and charges imposed by anystatutory or other law or regulation including the Goods and Services Tax onsuch subscriptions.13.2 RATES: The rate of monthly and other subscriptions payable by the variouscategories of Members shall be such sum as may from time to time of theabsolute discretion of the Club be prescribed by the Club.13.3 DUE DATE: The first monthly subscription shall be paid by the Member withinfourteen (14) days from:-(i) Commencement Date; or(ii) the date of the acceptance by the Club of the Member's application to jointhe Club (the "Acceptance Date"),whichever is the later. All other monthly subscriptions payable thereafter shallbe due and payable in advance on the first day of each calendar month.Page | 9

13.4 FIRST MONTHLY SUBSCRIPTION: The first monthly subscription shall bepaid in full notwithstanding the number of days elapsed between theCommencement Date or the Acceptance Date (as the case may be) and thelast day of the month on which such date falls, is less than 31 days.13.5 OTHER SUBSCRIPTIONS: The other subscriptions shall be due and payableat such date as the Club shall in its absolute discretion from time to timedetermine.13.6 DEPOSIT: The Club in its absolute discretion shall have the right to requireeach Member to deposit from time to time with the Club such sums as theClub shall from time to time determine and such sum shall be utilised by theClub for repayment of any debts liabilities or monies owing to the Club by suchMember.THE MEMBER'S ACCOUNT14.1 DEBIT: Each Member is deemed to have maintained an account (the"Member's Account") with the Club on the Acceptance Date. The Club maydebit each Member's Account with all Monthly Instalments (where applicable),monthly subscriptions and all other sums payable under these Rules &Regulations and the Bye-laws (the "Indebtedness'). Each Member is liable topay to the Club all Indebtedness so debited whether or not a sole voucher issigned by such Member.14.2 MONTHLY STATEMENT: The Club will in the normal course send a monthlystatement (the "Monthly Statement") to the Member or such other personwhich it considers appropriate which will show the balance outstanding in theMember's Account. Payment of the Monthly Instalment (where applicable), anydeposit payable, any subscription and any other amounts due and payable bythe Member to the Club specified in the Monthly Statement must be made tothe Club by a date stipulated by the Club as the payment date (the "PaymentDate").14.3 CREDIT LIMIT: In calculating whether the Credit limit has been exceeded, theClub may take into account the amount of any transaction not yet debited tothe Member's Account.14.4 REPAYMENT: All Indebtedness will be immediately payable in full when thecredit (if any) is withdrawn or on the Member being declared a bankrupt, or onthe death or incapacity or winding up of the Member or on termination of theMember's membership or otherwise in the Club's absolute discretion.Page | 10

14.5 RECEIPT OF PAYMENT: Any payment to the Club will only take effect whenreceived by the Club and credited to the Member's Account. Any payment sentby post by a Member to the Club shall be sent at the sole risk of the Member.14.6 PRIORITY: Payments and credits to the Member's Account will be applied bythe Club in satisfaction of all Indebtedness in such order of priority as the Clubshall think fit. Within each category of Indebtedness, payments and credits willbe applied first to the outstanding amounts due for the longest period of time.14.7 COSTS: The Member shall be liable to pay to the Club all costs, includinglegal costs on an indemnity basis incurred by the Club in enforcing or seekingto enforce the obligation of the Member to repay any amount owing to theClub.CLUB'S DISCRETION15.1 DISCRETION: The Club may, at any time in its absolute discretion and withoutassigning any reason, refuse to approve any proposed transaction by aMember which would cause the Indebtedness of the Member to increase,notwithstanding that the total debit balance on the relevant Member's Accountof such time would not have exceeded the Credit Limit, if any, then applicableto the Member's Account if the amount of such transaction was debitedthereto.15.2 WITHDRAWAL: Any credit extended by the Club to any Member may bewithdrawn at anytime and without any prior notice.CHARGES16.1 INTEREST: Interest shall accrue daily at the rate of 2% per month (or at suchother rate as the Club may in its absolute discretion determine from time totime) on the balance which is outstanding on the Member's Account on theMonthly Statement date from that date until any repayments are credited to theMember's Account and thereafter on the balance up to and including the nextMonthly Statement date when the interest will be debited to the Member'sAccount, such interest to continue to accrue as well after as before judgment.16.2 NO INTEREST: If, however, the whole of the balance which is outstanding onthe Monthly Statement date is repaid by the close of business on the paymentdate stipulated in the Monthly Statement (the "Payment Date")' no interest willbe charged on that balance.16.3 FEES: The Club shall be entitled to charge and debit to the Member's Accountan administrative fee of such amount as the Club may prescribe from time totime where a Member has defaulted on payment.Page | 11

EXCLUSION17 If the Club is unable to produce or send a Monthly Statement, each Member'sliability for interest shall continue and for the purpose of calculating interestand establishing the date on which payment is due, the Club may select a dateeach month as the Monthly Statement date.MONTHLY STATEMENT18.1 RECORDS CONCLUSIVE: The Club's record of all transactions processedshall be conclusive and binding upon each Member for all purposeswhatsoever.18.2 MONTHLY STATEMENTS BINDING: Each Member shall be obliged to checkthe correctness and accuracy of the Monthly Statement and the contents ofsuch Monthly Statement shall be conclusive and binding on each Member if nowritten objection is received by the Club within 14 days of the MonthlyStatement date.PROHIBITIONS19.1 ILLEGAL ACTIVITY: Illegal activity of any kind is strictly forbidden on the Clubpremises.19.2 INCURRING LIABILITY IN CLUB'S NAME: No Member shall borrow monies orincur any obligations or liability in the name of, or pledge the credit of, theClub.19.3 POLITICAL ACTIVITY: Members shall not indulge in any political activity in thePremises.19.4 COMMERCIAL PURPOSE: No Member shall, without the prior writtenapproval of the Club, use the address of the Club in any advertisement or usethe Club's address or Premises for any commercial purposes.19.5 GAMBLING AND OTHER PROHIBITIONS: Unless permitted by law, gamblingof any kind, whether for stakes or not, is forbidden on the Premises and theintroduction of materials for gambling or drug taking and of persons of badcharacter into the Premises is prohibited.MEMBERSHIP APPLICATION20.1 APPLICATION FORMS: Every application for membership other than asHonorary Members shall be made on the approved form provided by the Cluband must be signed by the Applicant. The terms and conditions contained inPage | 12

such form shall form part of these Rules & Regulations. An applicationsubmitted by an Applicant shall be irrevocable by the Applicant.20.2 ENTRANCE AND OTHER FEES: The form of application shall be submittedtogether with payment of the requisite entrance or other fees as may bespecified in the form.20.3 REJECTION: If any application is rejected, the Applicant will be notified of thesame and all monies paid will be refunded to the Member in such manner asthe Club considers appropriate without interest compensation or otherwise atthe Applicant's own risk and thereafter the Applicant shall have no claimswhatsoever against the Club.20.4 MINORS: Applicants and Nominees of Corporate Members below the age of21 will not be accepted.ACCEPTANCE NOTIFIED21 Every Applicant for membership who has been accepted shall be informed inwriting by the Club that he has been accepted (the "Acceptance Notice") and acopy of these Rules and Regulations and Bye-Laws with a request forpayment of such monies as may be due from the Member under these Rulesand Regulations or otherwise will accompany the Acceptance Notice.DEEMED MEMBERSHIP22 Where a successful Applicant has paid the monies referred to in Rule 21 withinthe period specified in the Acceptance Notice, his name and address shall beentered in the register of members ("Register of Members") and he shallthereafter be a Member and entitled to all the rights and privileges ofmembership and shall be deemed to have agreed to be bound by these Rulesand Regulations and the Bye-laws made in accordance therewith.MINIMUM EXPENDITURE23 The Club may in its absolute discretion prescribe an amount as the minimumexpenditure to be incurred by a Member for each quarter or such period as theClub may determine. For each such period, a Member shall be liable to makepayment of the actual expenditure incurred by the Member in utilising theFacilities, or the prescribed amount, whichever is the larger. The Club shall beentitled to deduct such prescribed amount from that Member's Account.MONIES IN ARREARS24 If any Member fails to pay any amount owing to the Club on its due date, theClub may send him a notice with a request for immediate payment and if thePage | 13

said amount is not paid within 14 days from the time when such notice isposted, the Club may in its absolute discretion remove the Member's namefrom the Register of Members and he shall thereupon cease to be a Memberand forfeit all rights and privileges of membership without any refund of anymonies paid by such Member except for any monies standing to the credit ofthe deposits paid under Rules 12 or 13. If the Club exercises its right toremove the name of a Member from the Register of Members, the balance ofthe Entrance Fee or Monthly Instalments (where applicable) whether or notpayable then or in the future shall be immediately due and payable from theMember on the date the Member's name is removed from the Register ofMembers Provided That no further monthly or other subscription shall continueto be payable by the Member of the Club thereafter. Nothing in this Rule shallprejudice the right of the Club to recover any amount due prior to the date theMember's name is removed from the Register of Members. If the Club doesnot exercise its right to remove the name of a Member from the Register ofMembers, the Monthly Instalments (where applicable), the monthlysubscriptions and other monies due and payable under these Rules andRegulations and the Bye-laws will continue to be due from the Member to theClub and the Club shall be entitled to continue to debit the Member's Accountwith such sums as and when they fall due. Provided that the Club may at anytime in its absolute discretion restore a Member whose name has beenremoved from the Register of Members his membership upon payment of allarrears amounts then due including late payment fee and/ or interestcalculated on a daily basis at the rate as may be stipulated by the Club fromtime to time, from the due date to the date of payment.RESIGNATION OF MEMBER25 A Member may resign his membership by 30 days' notice in writing addressedto the Club at the Premises or such other place notified by the Club to theMember, and by sending to the Club such documents and items required bythe Club, but shall be liable for the balance of his Entrance Fee or his fullMonthly Instalment (where applicable) and the monthly subscription for theperiod during which he resigns and all other debts and liabilities due andunpaid as at the date of his resignation. The Member's resignation shall not beeffective until the Club notifies the Member in writing that the Club hasreceived all document and items required by the Club in a satisfactory manner.No refund of any monies shall be made to such Member except for anymonies standing to the credit of the deposits paid under Rules 12 and 13.Upon the resignation of the Member becoming effective the Member's nameshall be removed from the Register of Members and the balance of theEntrance Fee or Monthly Instalments (where applicable) whether or notpayable then or in the future shall be immediately due and payable from theMember after the date the Member's name is removed from the Register ofMembers Provided That no further monthly or other subscriptions shallcontinue to be payable by the Member to the Club thereafter. Nothing in thisPage | 14

Rule shall prejudice the right of the Club to recover any amount due prior tothe date the Member's name is removed from the Register of Members.BANKRUPTCY, CONVICTION, ETC.26.1 AUTOMATIC TERMINATION: If any Member becomes of unsound mind or isthe subject of winding-up proceedings (voluntary or compulsory), or (being aMember which is a partnership) is dissolved (save where the dissolution is dueto the death of one of the partners) or is adjudicated a bankrupt or makes acomposition with his creditors under the provisions of any statute or isconvicted of any offence (other than a traffic offence) such a Member shallautomatically cease to be a Member. PROVIDED that if such Member'sadjudication is annulled or his conviction is set aside, the Club may in itsabsolute discretion restore him as from the date when he ceased to be aMember. Nothing in this Rule shall prejudice the right of the Club to recoverany amount due prior to the date of cessation.26.2 DEATH OF A NOMINEE: In the case of the death of a Nominee, the Membermay subject to the payment of an administrative fee of such amount as may bedetermined from time to time, nominate another Nominee in substitution of thedeceased Nominee.26.3 DEATH OF AN INDIVIDUAL MEMBER: On the death of a Member, the Clubshall upon the production of a grant of probate or letters of administration, asthe case may be, transmit the membership of the deceased Member to suchperson nominated by the personal representative of the deceased Member'sestate (who is a natural person above the age of 21years of age) and who isacceptable to the Club, Provided That if the person so nominated is not animmediate family member of the deceased Member, the fees payable as setout in Clause 8.2 shall be payable by the deceased Member's estate. Thedeceased Member's estate shall remain liable for all sum; due and payable bythe deceased Member prior to his date of death.Provided Further That the Club shall not be required to transmit themembership unless the administrator, the executor, the next of kin or the legalbeneficiary of the deceased Member has notified the Club in writing of thedeath of the deceased Member within one (1) year from the date thereof; uponthe default of such notification, this deceased Member's membership shall bedeemed terminated without prejudice to the Club's rights in respect of anyantecedent breach or any outstanding account. Prior to the deceasedMember's membership being transmitted, the estate of the said Member shallfirst settle all sums due and payable by the deceased Member to the Club priorto his date of death. Any cost and expense incurred or to be incurred foreffecting such transmission (including the solicitors' costs of the Club on a fullindemnity basis) shall be borne by the administrator or the executor, as thecase may be.Page | 15

26.4 USE PENDING TRANSMISSION: Pending the transmission of themembership of the deceased Member to the family member nominated by theadministrator or executor of the deceased Member in accordance with theprovisions of Rule 26.3 hereof, the deceased Member's spouse and children,who were registered with the Club, shall be permitted to continue to use andenjoy the Facilities Provided That:(iii) the estate of the deceased Member shall be liable for the payment of themonthly subscription and such other monies incurred or due and payablethereto and the administrator or the executor of the deceased Membershall settle all such outstanding sums from the funds of the estate of thedeceased Member; and(ii) the spouse of the deceased Member shall also be liable for the paymentof the monthly subscription and such other monies incurred or due andpayable thereto.EXPULSION OR SUSPENSION27.1 EXPULSION OR SUSPENSION: The Club may expel and terminate themembership of any Member or Nominee or suspend the membership of anyMember if the Member or its Nominee has committed any breach of theseRules and Regulations or the Bye-laws or if the Member's or its Nominee'sconduct is such as the Club shall in its absolute opinion consider to beinjurious to the character of the Club or the interests of the Members orprejudicial to the interest of the Club PROVIDED that during the period ofsuspension of a Member's membership, the Member shall not be entitled totransfer his membership.27.2 FORFEITURE OF RIGHTS: Save for the refund of monies paid under Rule 12and 13, a Member who has been expelled shall forfeit all rights and privilegesof membership and all rights against the Club. In the event that a Member isexpelled, the balance of the Entrance Fee or the Monthly Instalments (whereapplicable) whether or not payable then or in the future shall be immediatelydue and payable from the Member to the Club after the date the Member wasexpelled Provided Always That no further monthly or other subscription shallcontinue to be payable by the Member to the Club thereafter. A Memberwhose membership has been suspended shall remain liable for all MonthlyInstalments (where applicable), subscriptions and monies payable hereunder.CLUB FACILITIES28 The use of the Facilities by Members shall continue until the Termination Dateunless:Page | 16

BRANCH(i) the Member's membership is terminated or discontinued for any reasonwhatsoever; or(ii) the Club decides in its absolute discretion to vary, terminate, suspend orwithdraw such Facilities or their use; or(iii) the Club is dissolved or the Club is unable to obtain the Premises or tocontinue its use of the Premises upon terms and conditions satisfactory tothe Club.29 The Club shall in its absolute discretion have the right to set up any branch ofthe Club at any place as it shall determine.DISSOLUTION30.1 NOTICE: In the event that part of the operation, management andmaintenance of the Club or the provision of part of Facilities is rendered illegalby the operation of law or any governmental policy or is rendered commerciallyunviable, the Club shall use its best endeavours to continue to operate,manage and maintain such part of the Club or to provide such part of Facilitieswhich is not prohibited or commercially unviable, upon such new terms andconditions as may be determined by the Club having regard to thecircumstances then existing Provided Always and it is agreed by the Memberthat the Club shall not in any manner be liable to the Member or Nominee or toany other persons entitled or permitted to the use and enjoyment of theFacilities for any claims for damages or compensation of whatever naturearising there from Provided Always, notwithstanding anything to the contrarycontained herein, the Proprietor may dissolve the Club by giving the Members30 days notice of such dissolution if the operation, management andmaintenance of the Club or the provision of the Facilities is rendered illegal bythe operation of law or any governmental policy, or is rendered commerciallyunviable.30.2 TERMINATION OF RIGHTS: Upon the dissolution of the Club, all rights ofmembership shall terminate and the Club and the Proprietor shall bedischarged from all liabilities and obligations hereunder or elsewhere and noMember shall have any claim whatsoever against the Club except in respect ofany monies standing to the credit of the deposit paid under Rules12 or 13.30.3 MEMBER'S DEBTS TO THE CLUB: Each Member shall remain liable to theClub for all dues or debts incurred before the dissolution of the Club, and shallforthwith make payment.Page | 17

MANAGEMENT AND ADMINISTRATION31.1 POWERS VESTED IN PROPRIETOR: The powers of management andadministration of the Club shall be vested solely in the Proprietor whosedecision on any question or matter shall be conclusive, final and binding on theMembers. The Proprietor may appoint such persons or bodies of persons as itmay deem fit to carry out any part of the functions of the management andadministration of the Club, subject to such terms and conditions as theProprietor may impose. The Members will not in any manner be involved in themanagement of the Club.31.2 CLUB'S DISCRETION: Where there is any provision in these Rules &Regulations or the Bye-laws conferring on the Club any right or discretion, thesame shall be exercised by the Club in its absolute discretion and upon suchterms and conditions as the Club considers fit.BYE-LAWS32 The Club may from time to time make, vary and revoke any Bye-laws for theregulation of the internal affairs of the Club and the conduct of the Membersand its Nominees by giving Members 7 days' prior written notice of such newBye-law, variation or revocation of the Bye-law. All such Bye-laws shall, untilrevoked or varied by the Club, be binding on the Members and its Nominees.In the event of any inconsistency between the Bye-laws and these Rules andRegulation, these Rules and Regulations shall prevail.NOTICES33.1 NOTICE BOARD: All notices required by these Rules and Regulations and theBye-laws to be given to the Members of the Club are deemed to have beengiven by posting such notices on the notice board in the Premises and/ or theregistered office of the Proprietor.33.2 RESIDENTIAL ADDRESS: Every Member must furnish the Club with their andtheir Nominee's residential address and correspondence address in the eventof any change.DISPUTE SETTLEMENT AND CLUB'S DISCRETION34.1 Any dispute or difference which may arise as to the meaning or interpretationof these Rules and Regulations or the Bye-laws or as to the powers of theofficers or the Club, or the validity of any proceedings of the Club shall bedetermined by the Club, whose decision shall be final and binding upon all theMembers of the Club.Page | 18

34.2 Notwithstanding anything contained in these Rules and Regulations and theBye-laws, the Club may in its absolute discretion waive compliance by anyparticular Member of any of these Rules and Regulations and/ or the Byelaws.AMENDMENT OF RULES35 These Rules or any of them may from time to time be revoked, altered oradded to by the Club provided that at least 14 days' prior written notice thereofshall have been given to Members.EXEMPTION36.1 The Club and any person appointed or employed by the Club shall not in anymanner be liable:-(i) for any claims, demands or damages howsoever suffered by a Member orits Nominee, any of their guests, invitees, spouse or children or any otherperson at the Premises as a result of any loss or damage to any propertyor article whatsoever, or howsoever brought upon or left at the Premisesby such a person; and/ or(ii) for any injury, loss of life, or other loss whatsoever, or howsoever causedto a Member, a Nominee, any of their guests, invitees, spouse or childrenor any other person at the Premises or vis-a-vis the use and enjoyment ofthe Facilities.36.2 The Member shall keep the Club, its officers, employees, other licensees andall those authorised or permitted by the Club to use and enjoy the Facilitiesindemnified against all damages and loss suffered and injury caused to theClub, other licensees or such other persons as aforesaid or their propertyarising from the default, negligence and/ or unauthorised use of the Facilitiesby the Member and/ or its Nominee, their guests, spouse or children orinconsequence of the breach or non-observance of any of the provisions of theBye-laws by the Member and/ or its Nominees, their guests, spouse orchildren.RELATIONSHIP BETWEEN MEMBERS37 Nothing in these Rules & Regulations and the Bye-laws shall constitute orresult in any relationship between the Members inter se. Each Member shallonly have a contractual relationship with the Club. There shall be no meetingheld amongst the Members in respect of the Club or the management of theClub.Page | 19

SPOUSE AND CHILDREN37.1 PRIVILEGE: Subject to the payment of such subscription as may bedetermined from time to time, the privilege to use and enjoy the Facilities shallat the option of the Member or the Nominee be extended to such Member's orits Nominee's spouse and children Provided Always that the Member shallremain liable for all the obligations of the Member or its Nominee under theseRules & Regulations and the Bye-laws and shall bear and be whollyresponsible for all charges incurred and any breach of these Rules &Regulations and the Bye-laws by:-(i) the Member's spouse and/ or children; and(ii) the Nominee or the Nominee's spouse and/ or children,as the case may be, without prejudice to any remedies that the Club may haveagainst the Member's spouse and children, the Nominee and the Nominee'sspouse and children.37.2 BREACH: For the purpose of these Rules & Regulations, any breach by thespouse, children, guests and invitees of the Member or its Nominee shall bedeemed to be a breach by the Member and the Member shall indemnify andkeep the Club indemnified against any demand, claim or action in relation to orarising out of such breach and for any loss or damage (including legal costs ona full indemnity basis) that the Club may suffer or sustain.INTERPRETATION37.1 INTERPRETATION OF WORDS: Words importing the singular include theplural and vice versa; words importing a gender include every gender. Areference to a Member shall in the case of a Corporate Member refer itsNominees.37.2 HEADINGS: The headings to Rules & Regulations are for convenience onlyand have no legal effect.WAIVER38 No failure by any Member to comply with these Rules & Regulations or theBye-laws shall be deemed to have been waived, excused, or accepted by theClub unless the same is expressly waived, excused, or accepted by the Clubin writing. Any waiver shall be effective only in the instance and for thepurpose for which it is given.Page | 20