Member Rules

High Rock Race Club Member Rules
As of August 7, 2007

1. Purpose of the Club
High Rock Race Club (the “Club”) is a membership club established by High Rock Properties, LLC (“High Rock”) for the purpose of use by the various categories of Club members (“Members”) of High Rock Raceway, an approximate 2.15-mile-long road racing course (the “Track”) to be constructed on land owned by High Rock located at 2555 Highway 29 North, Spencer, North Carolina.

2. Purchase of a Membership
The purchase of a Membership in the Club does not entitle said Member to any voting rights, ownership rights, equity interest or shareholder or unitholder rights whatsoever in any entity or any real or personal property. A Membership in the Club is perpetual and can only be suspended or revoked in accordance with the Membership Rules, as they may be amended from time to time. A Member may at any time sell, gift or otherwise transfer his/her Membership to any other individual or entity. The Membership if sold, may be sold for any consideration as agreed between said Member and said purchaser.

3. Transfer of a Membership
In the event of a transfer of a Membership (a “Transfer”), High Rock shall be informed in writing of said transfer. The original Membership Certificate issued to said transferring Member (the “Transferor”) shall be declared null and void and, if in the possession of the Transferor, surrendered to High Rock. High Rock shall then issue a new Membership Certificate to said new Member identified with the same Certificate Number that identified the Membership Certificate previously held by the Transferor. There is no fee to be charged by High Rock for the transfer of a Membership.

4. Club Decorum
Members and Guests are not permitted to exhibit lewd, unreasonably loud or offensive behavior. Dress codes may from time to time be required at the Members’ Club for certain events. Typically, no dress code will be in effect at the Members’ Club; however, Members and Guests are expected to be reasonably dressed when visiting the Club. Smoking is not permitted in any interior space at the Track or the Members’ Center or the Members’ Club.

5. Member Track Dates
Members shall have access to use the Track on Member Track Dates. High Rock shall publish each January a schedule of not less than sixty dates (“Member Track Dates”) on which the Track will be reserved for the exclusive use of Individual Members, Individual Corporate Members, Spouse Members, Junior Members, the immediate family members of Members (“Family Guests”) and their invited guests (“Invited Guests”, a Family Guest or an Invited Guest being a “Guest”). The sixty Member Track Dates shall include not less than twenty Summer Season evening dates, from 6 p.m. to 9 p.m., not less than twenty weekday (Monday through Friday) days, from 7 a.m. to 7 p.m. (9 p.m. during Summer Season) and not less than twenty weekend (Saturday and Sunday) days, from 7 a.m. to 7 p.m. (9 p.m. during Summer Season).

Members will not pay fees for the use of the Track on Member Track Days. Fees will be charged for any Guest using the Track on a Member Track Day (please reference the current pricing schedule at the close of this document for the applicable fees). Such fees may be paid by cash, check, charge or charge to a Member’s Club Account.

6. Membership Categories
An individual or entity holding a Membership entitling Club Membership to one individual is an Individual Member. An entity holding a Membership entitling not more than four individuals that are each an employee or partner or shareholder or unitholder of said entity is a Corporate Member. A Corporate Member shall designate not more than four individuals that are each an employee or partner or shareholder or unitholder that shall be Members within said Corporate Membership. Each individual so designated shall be an Individual Corporate Member and shall have all the rights, privileges and responsibilities of an Individual Member. The spouse of an Individual Member or an Individual Corporate Member may purchase a Spouse Membership. The son or daughter aged eighteen to twenty-six years of an Individual Member or an Individual Corporate Member may purchase a Junior Membership. Not more than four Junior Memberships may be issued within a family. Please reference the current pricing schedule at the close of this document for the applicable initiation fees and anticipated annual dues for said Memberships. The term Member as used herein and unless specifically noted otherwise refers to an Individual Member, an Individual Corporate Member, a Corporate Member, a Spouse Member or a Junior Member.

7. Spouse Members and Junior Members
Spouse Members and Junior Members shall have full Membership privileges and responsibilities, other than that (i) the spouse, son or daughter of a Junior Member may not apply for a Spouse Membership or a Junior Membership, as applicable and (ii) neither a Spouse Membership nor a Junior Membership may be gifted, sold or otherwise transferred to another individual or entity. In the event that a Spouse Member, due to death or divorce or other circumstances, is no longer the Spouse of the Individual Member or Individual Corporate Member that was initially associated with said Spouse’s Membership, then said Spouse must surrender said Spouse Membership or upgrade said Spouse Membership to an Individual Membership. Please reference the current pricing schedule (attached) for the applicable upgrade fees. All Junior Memberships expire upon the twenty-sixth birthday of said Junior Member. On or before that date, a Junior Member shall have the option to upgrade their Membership to an Individual Membership. Please reference the current pricing schedule at the close of this document for the applicable upgrade fees.

8. Summer Season Reservations
Due to the limited number of hours available during Summer Season (May through September) evening Member Track Dates, High Rock may request that Members make advance reservations to participate in those Member Track Dates.

9. Limitation on Total Number of Members
High Rock shall not issue more than (i) three hundred Individual Memberships and (ii) one hundred Corporate Memberships. High Rock shall ensure that numerous heats are run during Member Track Dates such that there are not more than forty vehicles or motorcycles on the Track during any one heat. High Rock shall ensure that there are enough Member Track Dates each year such that Members and Guests have reasonably ample opportunity to run in heats of not more than forty vehicles or motorcycles during said Member Track Dates.

10. Track Licenses
Prior to a Member or a Guest driving or riding on the Track, they must interview with and, if required by Track personnel, drive or ride on the Track with Track personnel in the Member’s or Guest’s vehicle as applicable or in an accompanying vehicle or motorcycle. Once Track personnel are satisfied that said Member or Guest understands the Track Rules and can safely use the Track, said Member or Guest shall be issued a Track License.

Each Track License shall be designated as either a Category I (Touring) License, a Category II (Hot No Pass) License or a Category III (Hot Pass) License. Track Licensees with (i) a Category I License may participate only in Touring Lap heats, (ii) a Category II License may participate in Touring or Hot No Pass heats and (iii) a Category III License may participate in Touring, Hot No Pass or Hot Pass heats.

A Track License may be suspended or revoked by Track personnel at any time. Any such suspension or revocation may be appealed in writing to the Chief Executive Officer of High Rock.

11. Member Heats
During Member Track Dates heats will be run throughout the day. The heats will be organized based on vehicle or motorcycle type and driving/ riding skill level. Heats will be organized prior to Member Track Dates based on preferences expressed by Members. It is anticipated that during Member Track Dates, Members and Guests will have numerous opportunities to run in various heats. In addition to running heats, various activities will be available for Members and Guests to enjoy during Member Track Dates, including driver education seminars and demonstrations and, after completion of the construction of the Members’ Center, a number of activities within the Members’ Center.

12. The Members’ Center
As construction of the Track is near completion, High Rock will, at its expense, construct a Members’ Center. The Members’ Center is anticipated to be approximately 22,000 interior square feet constructed on four floors. The ground floor is anticipated to be an approximate 6,000 square foot showroom, featuring floor-to-ceiling windows and an outdoor patio area. The Showroom will be available for Corporate Partners and other companies to display products and services that are anticipated to be of interest to Members and Guests.

The second floor of the Members’ Center is anticipated to be an approximate 6,000 square foot Corporate Club, available to Corporate Partners, race schools, driving schools and corporate and other groups that rent the Track, as well as groups or individuals that wish to rent the use of the Corporate Club without renting the Track. The Corporate Club will be available for rental by Members at reduced rates. The Corporate Club will feature floor-to-ceiling windows, a full kitchen, a bar area and a comfortably sized wrap-around outdoor deck, offering attractive site lines across the venue.

The third floor of the Members’ Center is anticipated to be the approximate 6,000 square foot Members’ Club, featuring floor-to-ceiling windows, a full kitchen, a bar area and a comfortably sized wrap-around outdoor deck, offering tremendous site lines across the venue. The Members’ Club is anticipated to be open seven days a week from 7 a.m. to midnight (10 p.m. on Sunday evenings). The Members’ Club will offer a comfortable place for Members and Guests to relax and to enjoy quality food and drink at reasonable prices. The Members’ Club will not require spending minimums of Members and tips to Members’ Club staff will not be expected or encouraged. The Members’ Club will be available only to Members and their Guests. Members will have the option of paying for food, drink and services with cash, check, charge or charge to a Member’s Club Account.

The fourth floor of the Members’ Center is anticipated to be an approximate 4,000 square foot Owners’ Suite, which will be available for rental to individuals and their guests and/or family members that are visiting the Track for amateur or professional race events, race or driving schools or other events. The Owners’ Suite will be comfortably furnished and offer a fully-stocked kitchen, a fully-stocked bar, comfortable living and dining areas, outdoor deck space, tremendous site lines across the entire venue and three well-furnished bedrooms. Full maid and cooking services will be available for Owners’ Suite guests. Additionally, the Members’ Center will have an approximate 2,000 square foot roof deck that may be rented with or apart from the Owners’ Suite. The Roof Deck will offer an outdoor covered and fully-stocked kitchen and fully-stocked bar area, outdoor showers, a large Jacuzzi tub, incredible site lines across the entire venue and a full complement of comfortable sun and deck furniture. The Owners’ Suite and/or the Roof Deck will be available to Members for rental at reduced rates.

13. Track Access
Members and Guests will have VIP parking spaces available at no charge for their use in the paddock and at the Members’ Center. In certain circumstances, the VIP paddock parking spaces may be filled and Members and Guests may be requested to park in the visitor parking area provided outside the Track. Any time the Track is open, Members and Guests are welcome to visit the Track at no charge, including amateur or professional spectator events. Members will be provided access cards and stickers for their vehicles and motorcycles to provide easy access to the Track, the Members’ Center and the Members’ Club.

Members that rent the Track will receive a ten percent discount on normal Track rental rates.

14. Limitations on Guests
Members are welcome to bring Family Guests to the Track and the Members’ Club any time the Track and/or the Members’ Club are open. Members may bring as many as four Invited Guests to the Track or the Members’ Club at any time and more than four Invited Guests are welcome with the prior permission of Track and/or Members’ Club Management (as applicable). High Rock does request however that, without the prior permission of the Track and/or Members’ Club Management (as applicable), the same Invited Guest not visit the Track and/or the Members’ Club more than six times during a calendar year.

15. Spectator Events
Members and Family Guests are always welcome at any amateur or professional spectator event at the Track at no charge. Whenever possible, Members and Family Guests will be provided (subject to age limitations and event sponsor approval) paddock and pit passes at no charge or a reduced charge. Individual Members may bring Invited Guests to Spectator Events although there may be a reduced or full admission charge for the attendance of more than one Invited Guest at a spectator event, subject to event sponsor approval. Corporate Members may bring up to twenty Invited Guests to Spectator Events although there may be a reduced or full admission charge for the attendance of more than four Corporate Member Invited Guests at a spectator event, subject to event sponsor approval. Members who own a Townhome Condominium at the Track (a “Race Condo”) may have Invited Guests visit their Race Condo during a spectator event and at other times at no charge, subject to the Covenants, Conditions and Restrictions applicable to the Race Condos.

16. Closed Track
On occasion, a group renting the Track may request that the Track be “closed” to admission to anyone not associated with or invited by said group. In such circumstances, Members may not be able to have direct access to the Track or paddock, however, Members will always have the right to enter into the Track venue to access VIP parking at the Members’ Center and enter the Members’ Center and/or the Members’ Club during those hours that the Track is operational and/or the Members’ Center and/or the Members’ Club are open. Members who own a Race Condo will always have access to their Race Condo, including without limitation those times that the Track is not operational and/or the Members’ Center and/or the Members’ Club are closed.

17. Member Associations
Any Member or group of Members may form an association for the purpose of providing input to High Rock regarding the management of the Track and/or the Members’ Center and/or the Members’ Club. The formation and management of such associations will be entirely the responsibility of such Members. The books and records of the Race Club will be open for review by prior appointment at reasonable times from time to time by any Member or group of Members. The charges to Members for annual dues, food, beverages and goods and services provided to Members are to be reasonable, after provision by High Rock for a reasonable profit for the goods and services provided. Annual dues to Members will be for the providing of cornerworkers, insurance and other expenses related to Member Track Days. High Rock anticipates making a reasonable profit for the provision of these services and any goods offered at Member Track Days, but it is the intent of High Rock to keep annual dues, as well as the price of all food, beverages, goods and services provided at the Members’ Club, at as reasonable a level as possible.

18. Members’ Community Website
High Rock will work with AT&T Intelligent Communities to establish and promote among the Members a community website (the “Members’ Community Website”) that will be accessible only to Members. The Members’ Community Website can be used by Members to communicate with one another, to exchange information, to plan outings, to communicate with High Rock, the Track, the Members’ Center or the Members’ Club Management. The Members’ Community Website will also be available for Members to offer vehicles, motorcycles or other goods or services for sale. Members using the Members’ Community Website will be required to identify themselves by their given name and to respect and adhere to the rules governing the Members’ Community Website.

19. Additional Amenities
Over time, High Rock plans on providing additional amenities for Members, including a Members Clubhouse and Recreation Room, Swimming Pool and Boat Launch Facility that would be, if completed, part of second and possibly subsequent phases of the Track and/or the surrounding venue development. High Rock does not presently provide any commitment whatsoever that such amenities will be available to Members in the future. High Rock is also planning to construct, at its expense, secure, climate-controlled garages to offer for sale or rent to Members (the “Member Garages”) and certain other Track visitors. The location and configuration of the Member Garages has not yet been determined and High Rock anticipates soliciting Member input to assist in determining the location, configuration and level of finish of the Member Garages that would be the most generally appealing to the Members.

20. Reciprocal Member Agreements
High Rock is currently in discussions with Salisbury Country Club in nearby Salisbury, North Carolina, to provide access to and reduced fees for the golf course and other amenities at Salisbury Country Club. High Rock does not presently provide any commitment whatsoever that such amenities will be available to Members in the future. High Rock also intends to explore reciprocal membership agreements with other country or other clubs that High Rock believes may be attractive to its Members. High Rock does not presently provide any commitment whatsoever that such amenities will be available to Members in the future.

21. Member Social Events
High Rock will organize and promote at least one “Members’ Social” every three months. Such Members’ Socials will typically be held at the Members’ Club and will offer beverages and buffet-style appetizers and/or food at a reasonable charge. The Socials may be scheduled during the day or evening, depending upon the preferences expressed by Members. Member groups or associations are encouraged to use the Members’ Center and/or the Members’ Club to host events. There will be a reasonable charge for the use of such facilities. If Members plan on using the Members’ Club to host a group event, we ask that Members respect the fact that High Rock intends to not at any time during normal operating hours limit Member access to the Members’ Club.

22. Track Regulations
Members and Guests are at all times while on the Track premises subject to the Track Regulations as amended from time to time and attached hereto and made a part of these Member Rules. A Member or Guest may have their Track License suspended or revoked by Track personnel for a severe violation or continual violations of the Track Regulations. A Member or Guest may appeal such suspension or revocation in writing to the Chief Executive Officer of High Rock. A Member or Guest that has had their Track License permanently revoked will not under any circumstances be allowed to use the Track.

23. Member Rules
Any Member that has continually and/or severely violated the Member Rules may have their Membership Privileges suspended or revoked by appropriate Members’ Club personnel. A Member may appeal such suspension or revocation in writing to the Chief Executive Officer of High Rock. Any Member who has had Club Membership Privileges permanently revoked may not under any circumstances have access (including without limitation as a Guest) to the Members’ Club. A suspension or revocation of Club Membership Privileges will not affect a Member’s Track License unless said violation of Member Rules also resulted in a suspension or revocation of said Member’s Track License. Any Member that has had their Club Membership Privileges suspended or revoked is free to gift, sell or otherwise transfer their Membership to another individual or a third party entity and all applicable Membership privileges and responsibilities shall be then held by said individual or third party entity.

Membership Category	Initiation Fee	Annual Dues
Individual Membership	$35,000	$3,000
Corporate Membership	$50,000	$4,000
Spouse Membership	$3,000	$1,000
Junior Membership	$3,000	$1,000

Membership Upgrades	Upgrade Fee
Spouse Membership to Individual Membership	$15,000
Junior Membership to Individual Membership	$15,000

Guest Fee
Guest using the track on a member's track day	$200