Heritage GOLD Kominka
Terms of Use for Unit Owners

Article 1 (Purpose and Definitions)

These Terms set forth the conditions under which a corporation or individual that owns a sectional ownership interest in a target traditional house lodging facility planned and sold by Sun Sun House Co., Ltd. (hereinafter referred to as “Company S”) (hereinafter referred to as the “Owner (Party A)”) may use and operate such facility.

This project is premised on being established and operated under the following three-party structure.

1. Company S (Management / Landowner): Owns the land of the target facility and is entrusted with and carries out the management association duties for the entire building.
2. Company C (Operation / Tenant): Leases the entire target facility, and operates and renovates it as a lodging facility.
3. Owner (Party A): Holds the sectional ownership interest in the building and, pursuant to these Terms, has the right to stay at the facility and the right to rental income.

Article 2 (Grant of Accommodation Rights and Lottery)

1. For each unit of sectional ownership held, the Owner shall have a priority accommodation right for one night per year (one specified date).
2. To ensure fairness, the accommodation date shall be determined in accordance with the following procedures:
   1. Reference Date: April 1 of each year (lottery results announced on January 1 of each year)
   2. Submission of Preferences: By the reference date, the Owner may submit to Company S a preferred accommodation date (or preferred period) for the following year.
   3. Lottery and Allocation: If preferred dates overlap, Company S shall conduct a fair lottery, allocate the annual accommodation date based on the result, and notify the Owner accordingly.

Article 3 (Resale and Buyback of Accommodation Rights)

1. In addition to exercising (staying under) the accommodation right allocated under the preceding article, the Owner may manage such right by either of the following methods:
   1. Sale to the operating company: Sell the unused accommodation right to Company C (request a buyback) and obtain income gain.
   2. Resale to a third party: Transfer the accommodation right, with or without compensation, to an acquaintance, friend, or other third party of the Owner (hereinafter referred to as a “Third Party”).
2. Requirements for completion of resale to a Third Party:
   When reselling to a Third Party, the Owner must notify Company C no later than 30 days prior to the applicable accommodation date, and the resale shall be deemed completed when the accommodation reservation of such Third Party is confirmed. If a reservation for an available date cannot be secured, the resale shall not be completed.
3. If the Owner wishes Company C to buy back the accommodation right, the Owner shall notify Company C no later than 60 days prior to the accommodation date, and Company C shall purchase it at the prescribed price.

Article 4 (Entrustment of Building Management)

1. Regardless of whether a management association is formed under the Act on Building Unit Ownership, the Owner agrees to entrust Company S, the management company (or a third party designated by Company S), with all duties relating to the maintenance, repair, cleaning, security, and all other incidental matters concerning the building.
2. The Owner shall comply with the decisions of Company S regarding the policy and implementation of management duties and shall not raise individual objections.

Article 5 (Execution of Lease Agreements)

1. Land Lease: With respect to the land use rights necessary for the existence of the building, the Owner shall separately execute and comply with a “Fixed-Term Land Lease Agreement for Business Purposes” with Company S, the landowner.
2. Building Lease: The Owner shall execute a “Building Lease Agreement (Master Lease Agreement)” with Company C, the operating company, for the owned building portion, and shall entrust Company C with the operation thereof.

Article 6 (Mid-Term Cancellation and Special Buyback Provision)

1. After execution of this agreement, the Owner may terminate the agreement and request a buyback of the ownership interest by giving written notice no later than three months prior to the desired cancellation date.
2. Company S (or a person designated by Company S) shall buy back the sectional ownership interest at the amount (refund rate against the sale price) corresponding to the number of elapsed years as follows.

Article 7 (Business Continuity, Maintenance of the Scheme, and Bankruptcy Remoteness)

1. Bankruptcy, etc. of the operating company (Company C):
   If Company C, the operating company, goes bankrupt, is dissolved, or becomes unable to continue operations, Company S, as the representative of the management association, shall promptly select and appoint a new operating company and maintain and continue this project and the Owner’s rights (accommodation rights and income rights).
2. Bankruptcy, etc. of the sales planning / management company (Company S):
   If Company S becomes unable to perform its duties due to bankruptcy or other reasons, the Owners and other related parties shall, upon consultation, have the management association exercise the superficies right to preferentially acquire the land owned by Company S and select a new management company or successor corporation. In such case, the new management company shall succeed to the management policy, buyback obligations, and overall policy of the scheme under these Terms, and agree to perpetuate this project.
3. Liquidation, etc. of the Owner (Party A):
   If the corporate Owner is dissolved or liquidated, the Owner shall, in principle, waive the relevant rights and transfer them to Company S without compensation. However, this shall not apply where the rights are transferred to a third party with the prior consent of Company S before liquidation.

Article 8 (Court of Jurisdiction)

In the event of any dispute arising in connection with these Terms, the Tokyo District Court shall be the court of exclusive agreed jurisdiction for the first instance.