FIFTH AMENDMENT TO BYLAWS
OF
IRON HORSE GOLF CLUB, INC.

This Fifth Amendment to Bylaws of Iron Horse Golf Club, Inc. (the “Fifth Amendment”) amends the Bylaws of Iron Horse Golf Club, Inc., as previously amended by: (1) Amendment to the Bylaws and Plan for the Offering of Memberships of the Iron Horse Golf Club, Inc.; (2) Second Amendment to Bylaws of Iron Horse Golf Club, Inc.; (3) Third Amendment to Bylaws of Iron Horse Golf Club, Inc.; and (4) Fourth Amendment to Bylaws of Iron Horse Golf Club, Inc. The Bylaws as previously amended and as amended by this Fifth Amendment are collectively referred to as the “Bylaws.”

I. Addition of New Article XI, Section 5 – Junior Golf Memberships. A new Section 5 is added to Article XI of the Bylaws as follows:

5. JUNIOR GOLF MEMBERSHIP.

A. Eligibility for Junior Golf Membership. Junior Golf Memberships shall be available only to persons who are under the age of forty (40) at the time of issuing the Junior Golf Membership. A person desiring to apply for a Junior Golf Membership shall submit such application documents as may be determined by the Club from time to time. All such applications are subject to review and approval by the Club, in its sole and absolute discretion.

B. Application for Junior Golf Membership. All applications for Junior Golf Membership will be in the form prescribed by the Board of Directors and will be signed by the applicant. An applicant for membership must mail or deliver to the Membership Director at the Club a fully completed and signed application for Junior Golf Membership and a check in U.S. funds for the amount of the Initiation Fee (as defined below). An application for a Junior Golf Membership is irrevocable by the applicant after it has been mailed or delivered to the Club, unless the applicant is not approved for a Junior Golf Membership. After receiving the required application materials, a determination will be made whether the applicant has satisfied the relevant conditions of Junior Golf Membership and whether the applicant will be offered a Junior Golf Membership. The determination of whether an applicant is eligible for and approved for a Junior Golf Membership shall be made by the Board of Directors of the Club in its sole and absolute discretion. The Board of Directors, either directly or through a Membership Committee (if one is formed), will undertake the necessary investigation and appraisal of an applicant. This may include an interview with the applicant at the sole discretion of the Board of Directors. Three (3) dissenting votes of members of the Board of Directors shall constitute disapproval of an application. The Club is under no obligation to give any reason for denying an application. Comments from members with respect to prospective members shall be privileged communications and only the Board of Directors and any Membership Committee established by the Board of Directors (and no one else) shall have access to such communications. If approved for a Junior Golf Membership, the Club will invite the applicant to become a Junior Golf Member. If the application is not acted upon favorably, the applicant’s Initiation Fee payment will be returned without any interest thereon and the applicant will not become a Junior Golf Member and shall have no rights in or with respect to the Club or Club Facilities.

C. Junior Golf Membership Initiation Fee. Persons desiring to be Junior Golf Members of the Club shall pay an initiation fee (the “Initiation Fee”) at the time of applying for a Junior Golf Membership. The Initiation Fee for a Junior Golf Membership will be set by the Board of Directors of the Club from time to time at any level the Board deems appropriate in its reasonable discretion. Upon the issuance of a Junior Golf Membership, the Initiation fee is non-refundable.

D. Dues. Junior Golf Members will pay fifty percent (50%) of Golf Member dues until age forty (40). At age forty (40), assuming the Junior Golf Member elects to convert to an equity Golf Membership, the Junior Golf Member will begin paying 100% of Golf Member dues.

E. Capital Reserve Contributions. Junior Golf Members will pay the full capital reserve contribution that is paid by Golf Members.

F. Assessments. Junior Golf Members will not pay assessments until turning forty (40). At age forty (40), assuming the Junior Golf Member elects to convert to an equity Golf Membership, the Junior Golf Member will begin paying Golf Member assessments.

G. Conversion from Junior Golf Membership to Equity Golf Membership at Age Forty. On the date a Junior Golf Member turns forty (40) years old (which for purposes of a Junior Golf Membership held by spouses shall be the date the elder spouse turns 40), the Junior Golf Member’s Junior Golf Membership will terminate unless the Junior Golf Member elects to convert his/her Junior Golf Membership to an equity Golf Membership. If a Junior Golf Member elects not to convert to an equity Golf Membership, then: (1) the Junior Golf Member’s Junior Golf Membership shall immediately terminate, (2) the Junior Golf Member’s rights and privileges to use the Club and Club Facilities shall immediately terminate, and (3) the Junior Golf Member will not be entitled to a refund of any amounts paid to the Club including, without limitation, the Initiation Fee, any dues, capital reserve contributions or any other amounts paid to the Club.

To convert from a Junior Golf Membership to an equity Golf Membership, the Junior Golf Member must pay the Club an amount equal to the membership contribution in effect for Golf Memberships on the date the Junior Golf Member makes full and final payment of the membership contribution, less the amount the Junior Golf Member previously paid as an Initiation Fee (the “Remaining Membership Contribution”). The Remaining Membership Contribution can be paid in a lump sum or over a period of up to four (4) years in annual installments (as determined by the Board from time to time) with the first such installment being due and payable in full within 30 days of the date the Junior Golf Member turns 40 years old. If paid in installments, the final installment may be for an irregular amount due to changes in the Golf Membership initial contribution which occur during the installment payment period. If a Junior Golf Member elects to pay the Remaining Membership Contribution in installments, the Junior Golf Member shall have the right to prepay the Remaining Membership Contribution at any time.

Beginning on the date the Junior Golf Member turns forty (40) years old (and assuming the Junior Golf Member elects to convert to an equity Golf Membership), the Junior Golf Member shall be required to pay full Golf Member dues, capital reserve contributions, assessments and any other amounts levied or charged to equity Golf Members.

Until such time as the Junior Golf Member has paid the Remaining Membership Contribution in full, the Junior Golf Member shall remain a non-proprietary Junior Golf Member (subject to the obligation to pay full Golf Member dues, capital reserve contributions, assessments and any other amounts levied or charged to equity Golf Members). If a Junior Golf Member fails to timely pay any installment(s) of the Remaining Membership Contribution: (1) the Junior Golf Member’s Junior Golf Membership shall immediately terminate, (2) the Junior Golf Member’s rights and privileges to use the Club and Club Facilities shall immediately terminate, and (3) the Junior Golf Member will not be entitled to a refund of any amounts paid to the Club including, without limitation, the Initiation Fee, dues, capital reserve contributions, assessments, previously paid installments of the Remaining Membership Contribution or any other amounts paid to the Club.

H. Issuance of Equity Golf Membership on Payment in Full or Remaining Initial Contribution. Upon a Junior Golf Member’s payment in full of the Remaining Contribution Amount, the Junior Golf Member shall be issued an equity Golf Membership. The equity Golf Membership issued to the Junior Golf Member will be issued from the Re-Issue Waiting List if such a Golf Membership is available and, if not, the Club shall issue a new Golf Membership.

I. Junior Golf Members Are Not Equity Members. Junior Golf Members shall not be Equity Members of the Club. Junior Golf Memberships are non-proprietary and do not entitle the holder thereof to any equity or ownership interest in the Club or the Club Facilities. A Junior Golf Member shall have no voting rights in the Club. A Junior Golf Member may not hold any office in the Club and may not be a director of the Club.

J. Use Privileges of Junior Golf Membership. A Junior Golf Member shall have the same use privileges as a Golf Member (as set forth in Article X, Section 4 of the Bylaws).

K. Junior Golf Member Family Use Privileges. The immediate family of a Junior Golf Member will be entitled to use the Club Facilities on the same basis as the Junior Golf Member pursuant to Article X, Section 5 of the Bylaws. A Junior Golf Member’s extended family shall have no right to use the Club Facilities or to use the membership privileges of a Junior Golf Member.

L. Not Transferrable or Assignable. Junior Golf Membership are not transferable or assignable.

M. Title of Junior Golf Membership. A Junior Golf Membership may only be held in the name or an individual or in the name of an individual and the individual’s spouse. Junior Golf Memberships may not be held in the name of a trust, corporation, limited liability company, partnership or other form of entity.

N. Junior Golf Memberships Count Toward Golf Membership Cap. Junior Golf Memberships shall be counted toward the Club Golf Membership cap.

II. Bylaws Control. In the event of a conflict or inconsistency between the Bylaws, the Iron Horse Golf Club, Inc. Plan for the Offering of Memberships, the Iron Horse Golf Club, Inc. Rules and Regulations or the Iron Horse Golf Club, Inc. Frequently Asked Questions, the terms of these Bylaws will prevail and control.

III. Miscellaneous. All terms not defined in this Fifth Amendment shall have the same meaning stated in the Bylaws of Iron Horse Golf Club, Inc.

IV. Effect of Amendment. Except as amended by this Fifth Amendment, all of the terms and conditions of the Bylaws of Iron Horse Golf Club, Inc., as previously amended, shall remain in full force and effect.

V. Waiver of Company Rights. The Company has waived any rights it may have to review or approve this Fifth Amendment pursuant to a Letter Agreement between the Club and the Company dated May 31, 2012. Thus, the Company’s consent to this Fifth Amendment is not required.

VI. Certification. We, the undersigned, hereby certify:

1. That the foregoing Fifth Amendment was presented to and approved by a majority of all of the members of the Board of Directors at the meeting of the Board of Directors held on July 20, 2018;

2. That the foregoing Fifth Amendment was attached to the notice of annual meeting dated June 28, 2018, which was sent to all Equity Members of the Club who were entitled to vote at the annual meeting;

3. That the foregoing Fifth Amendment was presented to the Equity Members at the annual meeting of the Members of the Club held on July 20, 2018;

4. That a quorum consisting of 165 of the voting members of the Club were in attendance, either in person or by proxy, at the annual meeting of the Members of the Club held on July 20, 2018, and that 422 votes were cast in favor of the foregoing Fifth Amendment and 226 votes were cast against the foregoing Fifth Amendment; and

5. That the Fifth Amendment was declared duly proposed, considered and passed in due form and the Secretary of the Club was directed to place the Fifth Amendment in the corporate book of the Club.