TOPGOLF MEMBERSHIP AGREEMENT

This Membership Agreement (this “Agreement”) sets forth the terms and conditions of your Topgolf Membership. If you have any questions, please feel free to consult any member of our staff for assistance.

TOPGOLF MEMBERSHIP TERMS AND CONDITIONS

1. SUBSCRIPTION MEMBERSHIPS: Topgolf currently offers a Lifetime Membership (players card) and Platinum Memberships at select venues (excludes Las Vegas, Alexandria, VA & Wood Dale, IL). Additional ‘excluded’ venues may be added at Topgolf’s sole discretion. Platinum Memberships will collectively be referred to as “Subscription Memberships” in this Agreement. Individuals purchasing a Subscription Membership will collectively be referred to herein as “ Designated Individuals”. A guest must be 21 years or older to purchase a “Subscription Membership” or be listed as a ‘Designated Individual’ as listed below in Sections 3a, 3b, 3c, 3d, 3e, 3f.

2. DEFINITIONS:

a) Primary Member. As used in this Agreement, the “Primary Member” shall refer to the individual who purchases the membership and signs the applicable Membership Agreement. The Primary Member is the only individual with the authority to print a physical membership card and the only individual authorized to make changes to the membership account information, including but not limited to adding and removing Designated Individuals (defined below), changing billing information, and changing billing preferences such as the auto-renew payment option.

b) Designated Individuals. As used in this Agreement, the “Designated Individuals” shall mean the individuals who are listed on the Subscription Membership for the term of the Subscription Membership. If a Designated Individual is no longer employed or associated with the Subscription Membership, they may be replaced by contacting memberservices@topgolf.com.

c) Member. As used in this Agreement, “Member” shall mean an individual who holds either a Subscription Membership or a Platinum Membership.

d) Event Confirmation. As used in this Agreement, “Event Confirmation” has occurred when there exists a signed event agreement and at least a 50% payment toward the event.

e) Event Execution. As used in this Agreement, the “Event Execution” is defined as the date that the applicable event takes place.

3. MEMBERSHIP TERMS: If you choose a Lifetime Membership, you will pay a one-time charge of $5.00 where applicable, and you will be subject to the Terms and Conditions contained in this Agreement.

If you choose a Subscription Membership, you agree that as a condition of your continued Subscription Membership at Topgolf, you authorize Topgolf or its agent to charge your Payment Card for the Subscription Membership fee (plus applicable taxes), that you selected at the time of purchase. If you select the auto renew option at the time of purchase, you hereby authorize Topgolf or its agent to automatically charge your Payment Card for the Subscription Membership fee on the applicable date(s) , to be charged either monthly, every six (6) months, or annually (“Payment Date”) according to the payment option you select. If your Subscription Membership is not renewed prior to the renewal date, your Subscription Membership will automatically convert to a Lifetime Membership (players card). For example purposes only, if your Subscription Membership began on June 19, your Payment Date is the 19th of each month, and your Payment Card will be charged for the Subscription Membership fee. If your Payment Date falls on a date that is not contained in your applicable payment month (for example, if your paid Subscription Membership started on the 31st day of a month), your Payment Card will be charged on the last day of that month. You will not be provided with copies of charge slips evidencing the Subscription Membership fee, however, you will have access to all transactions by logging into the Subscription Membership portal at Topgolf.com and navigating to your Subscription Membership transactions. You agree to pay the Membership Subscription fee (plus taxes) in accordance with your Payment Card issuer agreement, if applicable. You also authorize Topgolf to charge your Payment Card for any other charges you may incur associated with your Subscription Membership.

MEMBERSHIP BENEFITS: Topgolf reserves the right to choose which Subscription Membership benefits are available to Platinum Club, Platinum Elite and Legacy Platinum Elite Memberships.

4. MEMBERSHIP CLASSIFICATIONS

a. PLATINUM CLUB MEMBERSHIP

Platinum Club Memberships are a shared membership for up to two (2) Designated Individuals. These Designated Individuals will remain on the Subscription Membership throughout the term of the Subscription Membership. The cost for a Platinum Club Membership is $100 per month, $420 for six (6) months, or $720 for twelve (12) months. All pre-paid fees are non-refundable. Each Subscription Membership purchased is good for one (1) Topgolf bay for up to six (6) players, at any one (1) Topgolf venue, at any one (1) time. Each Membership account can only be used in one bay at a time. The two (2) Designated Individuals on the Subscription Membership must be present with their guests at all times. Designated Individuals will check in using their mobile number and a valid photo ID confirming their identity.

b. PLATINUM CLUB HERO MEMBERSHIP

Topgolf offers a Platinum Membership discount for members who hold and can provide proof in the form of a valid military/emergency services (EMS, Police and Fire Department) identification badge (a “Hero”). Please see a Topgolf representative for details. This discount is in Topgolf’s sole discretion and may change at any time. Hero Memberships are not available for purchase online at Topgolf.com.

Platinum Club Hero Memberships are a shared membership for up to two (2) designated individuals, one (1) of which must qualify as a Hero. These Designated Individuals will remain on the Subscription Membership throughout the term of the Subscription Membership purchased. The cost for a Platinum Club Hero Membership is $80 per month, $335 for six (6) months, or $575 for twelve (12) months. All pre-paid fees are non-refundable. Each Subscription Membership purchased is good for one (1) Topgolf bay for up to six (6) players, at any one (1) Topgolf venue, at any one (1) time. The two (2) Designated Individuals on the Subscription Membership must be present with their guests at all times. Designated Individuals will check in using their mobile number and a valid photo ID confirming their identity.

c. PLATINUM ELITE MEMBERSHIP

Platinum Elite Memberships are a shared membership by either 1-2, 3-4, or 5-6 Designated Individuals. These Designated Individuals will remain on the Subscription Membership throughout the term of the Subscription Membership. The cost for a Platinum Elite Membership varies depending on how many Designated Individuals will be sharing the Subscription Membership and the selected Subscription Membership plan set forth below.

Each Subscription Membership is good for one (1) Topgolf bay for up to six (6) players, at any one (1) Topgolf venue, at any one (1) time. The Designated Individuals on the Subscription Membership must be present with their guests at all times. Designated Individuals will check in using their mobile number and a valid photo ID confirming their identity. Other individuals may not check in as a Designated Individual on the Subscription Membership, however, any individual may check in and use the Subscription Membership as long as they present the physical active membership card. The physical card may be shared with them by the Primary Member.

d. PLATINUM ELITE HERO MEMBERSHIP

Platinum Elite Hero Memberships are a shared Subscription Membership for up to two (2) Designated Individuals, one (1) of which must qualify as a Hero. These Designated Individuals will remain on the Subscription Membership throughout the term of the Subscription Membership, unless removed by the Primary Member. The cost for a Platinum Elite Hero Membership is $200 per month, $1,080 for six (6) months, or $2,000 for twelve (12) months. All pre-paid fees are non-refundable. Each Subscription Membership purchased is good for one (1) Topgolf bay for up to six (6) players, at any one (1) Topgolf venue, at any one (1) time. The two (2) Designated Individuals on the Subscription Membership must be present with their guests at all times. Designated Individuals will check in using their mobile number and a valid photo ID confirming their identity. Other individuals may not check in as a Designated Individual on the Subscription Membership however, any individual may check in and use the Subscription Membership as long as they present the physical active membership card. The physical card may be shared with them by the Primary Member.

e. PLATINUM LEGACY ELITE MEMBERSHIPS

Platinum Legacy Elite Memberships are only for members that are in good standing and grandfathered into the Topgolf Platinum Elite Membership program prior to the creation of this Membership category. Platinum Individual members will be grandfathered into a Platinum Legacy Elite for 1-2 Designated Individuals and all Corporate Platinum Memberships will be grandfathered into the Platinum Legacy Elite for 5-6 Designated Individuals and remain as such until the grandfathered Subscription Membership terms are satisfied (monthly or annually). These Designated Individuals (authorized signers previously) will remain on the Subscription Membership throughout the term of the original membership agreement.

Platinum Legacy Elite Memberships are not available for purchase. Legacy status is only rewarded to Topgolf grandfathered Individual Platinum Members or Corporate Platinum Members. The grandfathered Platinum Member may remain a Legacy Member and receive Legacy benefits as long as their Subscription Membership is active, in good standing, and continues to be renewed prior to the Subscription Membership expiration date. If the Subscription Membership is not renewed prior to the expiration date, it will automatically convert to a Lifetime Membership and Legacy status will be null and void. A Platinum Club or Platinum Elite membership may be purchased at any time.

The renewal Subscription Membership fees for a Legacy Member are the same as for a Platinum Elite Membership and varies depending on how many Designated Individuals will be sharing the Subscription Membership and the selected Subscription Membership plan. The only difference between the Membership classifications is the additional benefits that are attached to a Legacy membership.

Each Subscription Membership purchased is good for one (1) Topgolf bay for up to six (6) players, at any one (1) Topgolf venue, at any one (1) time. The Designated Individuals on the Subscription Membership must be present with their guests at all times. Designated Individuals will check in using their mobile number and a valid photo ID confirming their identity. Other individuals may not check in as a Designated Individual on the Subscription Membership however, any individual may check in and use the Subscription Membership as long as they present the physical active membership card. The physical card may be shared with them by the Primary Member.

f. PLATINUM LEGACY HERO ELITE MEMBERSHIP

Platinum Legacy Hero Elite Memberships are a shared Subscription Membership for up to two (2) Designated Individuals, one (1) of which must qualify as a Hero. These Designated Individuals will remain on the Subscription Membership throughout the term of the Subscription Membership, unless removed by the Primary Member. The cost for a Platinum Elite Hero Membership is $200 per month, $1,080 for six (6) months, or $2,000 for twelve (12) months. All pre-paid fees are non-refundable. Each Subscription Membership is good for one (1) Topgolf bay for up to six (6) people, at any one (1) Topgolf venue, at any one (1) time. The two (2) Designated Individuals on the Subscription Membership must be present with their guests at all times. Designated Individuals will check in using their mobile number and a valid photo ID confirming their identity. Other individuals may not check in as a Designated Individual on the Subscription Membership however, any individual may check in and use the Subscription Membership as long as they present the physical active membership card. The physical card may be shared with them by the Primary Member.

5. PAYMENT CARDS: You may pay by EFT (electronic funds transfer), VISA®, MASTERCARD®, Discover or AMERICAN EXPRESS® credit card, or VISA or MASTERCARD check card (check card must bear the VISA or MASTERCARD logo) for any Subscription Membership. Any such credit or check card shall be collectively referred to herein as the “Payment Card”. You also authorize Topgolf to place a pending charge to your Payment Card when you sign up for any Subscription Membership and prior to each subsequent periodic charge for Subscription Memberships. Pending charges will be used to verify your billing address and the validity of your Payment Card, and are temporary (typically 3 to 7 days in length) and will not be converted into an actual charge to you. Pending charges, while pending, will, however, reduce the available amount of credit on your Payment Card in the amount of $1 per $1 of pending charge. You also authorize Topgolf to charge your Payment Card for any other charges you may incur associated with your Subscription Membership, if applicable.

6. PAYMENT

a. BILLING

FEES RELATING TO YOUR PAYMENT CARD. You are solely responsible for any and all fees charged to your Payment Card by the issuer, bank or financial institution including, but not limited to, membership, overdraft, insufficient funds and over the credit limit fees

EXPIRATION DATE AND REFUSAL OF CHARGES TO YOUR PAYMENT CARD. If your Payment Card for any reason will not accept charges for any Subscription Membership fees, your Subscription Membership will automatically convert to a Lifetime Membership (losing Legacy status if you are a Legacy Member). In order for your Subscription Membership to be reinstated, you must update your Payment Card information at Topgolf.com by logging into the Subscription Membership portal and navigating to your Subscription Membership to update the payment information.

From time to time, Topgolf may avail itself of account updating services provided by the Payment Card industry, including, without limitation, VISA’s Account Updater program or MasterCard’s Automatic Billing Updater program. By enrolling in a Subscription Membership, you hereby agree and authorize Topgolf to update your Payment Card or similar account information and charge any updated Payment Card in accordance with the terms and conditions of such account updated programs.

If a Subscription Membership is paid for by the member’s employer, the employer holds the right to the Subscription Membership in the event the member is no longer employed by said company, for any reason, through the end of the paid term.

7. SUSPENSION/TERMINATION: Topgolf may suspend or terminate your Subscription Membership at any time for any breach of this Agreement or for any other reason by giving you written or oral notice of such termination, with or without cause. If Topgolf terminates your Subscription Membership, you must immediately surrender your Subscription Membership card and you will remain liable for all unpaid dues (including any recurring Subscription Membership charges and all other charges against your account). If your Subscription Membership is terminated by Topgolf, you will not receive a refund on any amounts paid under any type of Subscription Membership.

8. DEFAULT: If you default on any payment due under this Agreement, Topgolf may declare all or any of the future payments to be made under this Agreement immediately due and payable.

9. CHANGES TO POLICIES, FACILITIES, AND PROGRAM: Topgolf may introduce new venues or programs from time to time, which may be available to members for an additional fee. Topgolf may publish and amend policies and regulations for the venues, or modify its fees for Subscription Membership, from time to time and for any reason. You acknowledge that Topgolf may change Subscription Membership fees at any time; provided, however, that Topgolf will give prior notice via e-mail to Subscription Membership holders of any change to the periodic Subscription Membership fees. You agree that, unless you cancel your applicable Subscription Membership prior to the effective date of the change, you will be charged the new applicable periodic Subscription fee (plus applicable taxes) on each periodic Payment Date after the effective date of such change, and you authorize Topgolf to charge the new periodic Subscription fee (plus applicable taxes) to your Payment Card. Topgolf reserves the right to suspend, modify or end the Subscription Membership without prior notice, in its sole discretion. You agree that Subscription Membership at Topgolf does not involve an extension of credit or a retail installment sale since Topgolf does not impose a finance charge and you may choose to continue or stop your Subscription Membership at any time. Void where prohibited.

10. HOURS OF OPERATION: From time to time, Topgolf may make reasonable changes to the days and hours that our venues are open for business. You understand that Topgolf will be busier at certain times than others on different days of the week. Topgolf also reserves the right to sell out the entire venue for a day or evening for a private event. All members will be notified up to one (1) week in advance of the venue buy out.

11. DEFINITION OF 20% PREFERRED PRICING ON EVENTS: This benefit is valid for 6 month and Annual Platinum Elite Subscription plans. Availability of preferred pricing is based upon the Member being active and in good standing at both the time of Event Confirmation and Event Execution. Excludes food and beverage. Events are subject to revenue minimums and require a separate signed Event agreement with payment in advance. Notwithstanding the foregoing, Topgolf reserves the right to void this preferred pricing in the event that the sum of the discounts received by an individual Member in any given term exceeds three (3) times the value of the Member’s applicable Membership in any given term.

12. PICTURE IDENTIFICATION/SIGN IN: You agree to have your picture taken for Topgolf’s internal purposes upon joining, if requested by Topgolf. Members and guests must check-in at the designated area. Designated Individuals will check in by signing in with their unique mobile number and a valid ID. Members may not share their mobile number with others in order to give guests access to their Subscription Membership benefits. We may require Members and guests to show additional photo identification prior to admittance to Topgolf. Members must be in good standing (for example, your account must be paid to date) to be eligible for any Topgolf Subscription Membership benefits.

13. WAIVER: You understand that your use of Topgolf venues will be undertaken at your sole risk. You agree that you are voluntarily participating in activities and using the venues and premises (including the parking lot) and you assume all risk of injury, illness, damage or loss to you or your property that might result, including, without limitation, any loss or theft of any personal property.

You agree that Topgolf, its affiliates, subsidiaries, officers, directors, employees, and agents (“Topgolf Parties”) will not be liable for any claims, demands, injuries, damages, actions or causes of action whatsoever in respect of you or your property (including lost or damaged personal possessions) (collectively, “Claims”), arising out of or connected with the use of any of the services and/or venues of Topgolf. You expressly release and discharge the Topgolf Parties from all such Claims except to the extent any Claims result directly from any negligence on the part of one or more of the Topgolf Parties.

14. SAFETY: By playing at any Topgolf venue, you agree to abide by the following safety rules, as well as other safety rules posted at the venue and/or online:

· Obey all verbal and posted rules and instructions. Use common sense to protect yourself and others.

· Members and guests must hit from the mat. No running starts or other movement that would move your feet from the mat during your swing are allowed.

· Only the player taking a turn is allowed near or on the mat. All other guests must stand behind the red line at all times until their turn to hit. Members and guests are responsible for the safety of others around them and should always check their surroundings before swinging a club.

· Aim for the targets at all times. Hitting golf balls over the boundary netting is prohibited, and guests are responsible for damages or injuries caused by any balls hit outside of the premises.

• Throwing golf balls is prohibited.
• Only dispense and hit one golf ball at a time.

· Guests under 16 must be supervised by a Guest 21+ at all times. After 9 pm, anyone under 18 must be supervised by a Guest 21+.

· All Members and guests must stay behind the red line at all times. Please take extra care when playing from upstairs bays.

15. VIOLATION OF POSTED RULES AND REGULATIONS: All Members and guests are subject to compliance with any rules and regulations of Topgolf that may be posted from time to time at the venue and/or online. In the event that a Member fails to comply with said rules and regulations, Topgolf may (1) suspend all Subscription Membership privileges or (2) void this Agreement and revoke all Subscription Membership privileges. Topgolf reserves the right to amend or alter these rules and regulations at any time in our sole discretion. All amendments to these rules and regulations shall be effective immediately.

16. INJURIES: You will immediately report any accident or injury suffered in Topgolf’s venues to a staff person, and you will provide a written report from your doctor within a reasonable time, if requested by Topgolf.

17. DRESS CODE/PERSONAL CONDUCT: Appropriate clothing and footwear is required within the venue at all times. Bare feet are not acceptable anywhere at Topgolf. Inappropriate, foul and/or lewd language or behavior is not acceptable and will result in suspension of your Subscription Membership.

Members and guests are subject to the control and guidance of the Topgolf staff and must follow their instructions while at Topgolf. Members and guests agree to conduct themselves in a well-mannered fashion when in or about Topgolf and not cause any disturbances or interfere with the safe use or enjoyment of Topgolf by other Members or guests.

18. DAMAGE TO FACILITIES: You agree to pay for damage to Topgolf equipment and premises and third-party property outside of Topgolf caused by you and/or your guests (or guests’) careless use of equipment or other intentional or negligent acts.

19. TEMPORARY CLOSURE: Topgolf may temporarily close the venues in its sole discretion for any reason including, without limitation, in the case of inclement weather. Members and guests are immediately required to comply with announcements and staff instructions regarding weather-related stoppages.

20. EARLY TERMINATION:

a) By Topgolf. Topgolf may terminate this Agreement for breach of terms and conditions, or policies or regulations adopted by Topgolf from time to time. Topgolf may terminate this Agreement without cause if a ninety (90) day prior notice is given to the Member.

b) By Primary Member. The Primary Member may terminate the Subscription Membership at any time within the online Subscription Membership Portal. If the payment preferences are set to auto-renew, the Primary Member must terminate the Subscription Membership no later than seven (7) days before the next applicable Payment Date in order to not be charged for the next billing cycle.

21. LIMITATION OF LIABILITY: Recovery for any breach of this Agreement by Topgolf is strictly limited to the amount you have paid to Topgolf under the applicable Subscription Membership, and you agree that recovery of any indirect, incidental, special, punitive, exemplary, and consequential damages are not a remedy available to you even if Topgolf has been advised of such damages.

22. USE OF TOPGOLF NAME/LOGO/IMAGES: All promotional and display materials, including any images or materials (collectively, “Images”), that refer to or depict the Topgolf venue or Topgolf’s name, logo, symbol, trademark or tradename (collectively, “ Topgolf Marks”) shall be subject to Topgolf's prior written approval. You may not use or display any names, symbols, logos, trade names or trademarks owned by (or identified with) any third party without the prior written approval of Topgolf. You have no rights or interests in any intellectual property owned or licensed by Topgolf. Images may not be used to state or imply the endorsement by Topgolf or of any Topgolf personnel with any a commercial product, process or service, or used in any other manner that might mislead or imply any approval, sponsorship, endorsement or affiliation between you and Topgolf. Commercials or other promotional messages may not be filmed at the Topgolf venue unless you enter into a separate agreement with Topgolf expressly permitting such use. You may not use trademarks, logos or other content that is confusingly similar to the Topgolf Marks. If you wish to obtain Topgolf’s permission for any uses of Images or the Topgolf Marks or for any other use which is not specifically addressed in this Agreement or you become aware of unauthorized use of the Topgolf Marks, please contact press@topgolf.com. Please note that permission is at Topgolf’s sole discretion and, if granted, will only be granted under certain conditions and/or subject to you entering into an agreement with Topgolf.

23. RESELLING OF MEMBERSHIP BENEFITS

a. Memberships may not be used for resale, advertising, or other promotion. All events must be booked through the Topgolf sales team. Any third-party names, logos, symbols, trademarks, or tradenames are not allowed to be displayed in a contracted private event space booked through the Topgolf sales team without prior written approval by Topgolf. Signage to direct your guests is allowed subject to Topgolf’s prior written approval, but may not include logos, symbols, or pictures of any kind and must be displayed in a Times New Roman font. Any uses of the Topgolf Marks must be approved in writing by the Topgolf marketing department. Any items that do not adhere to Topgolf’s brand standards must be taken down immediately.

24. GOLF LESSONS AT TOPGOLF

a. Golf lessons may not be provided by any golf professional or other individual that is not a Topgolf instructor.

25. MISCELLANEOUS:

NON WAIVER: No waiver of any provision in this Agreement shall constitute a waiver of any other provision nor shall any waiver constitute a continuing waiver.

ASSIGNMENT: Topgolf may assign this Agreement, and, provided that the assignee agrees to assume the obligations of Topgolf in this Agreement, then Topgolf will be fully relieved of those obligations upon notice to you of the assignment. You understand that you may not assign your membership to another person.

GOVERNING LAW: This Agreement is governed by the laws of the State of Texas, and the parties hereto agree to the venue of the District Court of Dallas County.

INVALID PROVISIONS: If any part of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.

ENTIRE AGREEMENT & DEFINITION: This document incorporates the entire Agreement between Members and Topgolf. Topgolf reserves the right to modify this Agreement from time to time. There are no representations, warranties, terms, conditions, undertakings or collateral agreements express, implied or statutory, between the parties hereto except as specified in this Agreement.

I HAVE READ, UNDERSTAND, AND AGREE TO ALL OF THE INFORMATION UNDER THE TERMS, CONDITIONS AND POLICIES OF THIS MEMBERSHIP AGREEMENT WHICH CAN ALSO BE FOUND ONLINE AT https://topgolf.com/platinumagreement. IN ADDITION, I UNDERSTAND AND AGREE THAT THE ASSUMPTION OF RISK, WAIVER AND RELEASE OF ALL CLAIMS PROVISIONS SET FORTH IN THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE IN EFFECT THROUGHOUT MY MEMBERSHIP WITH TOPGOLF. I ALSO UNDERSTAND AND AGREE THAT IF MY MEMBERSHIP IS INTERRUPTED FOR ANY REASON, THIS AGREEMENT WILL REMAIN IN EFFECT DURING THE PERIOD OF INTERRUPTION AS WELL AS AFTER THE MEMBERSHIP IS REINSTATED. THIS AGREEMENT IS THE ENTIRE AGREEMENT, AND NO VERBAL OR OTHER AGREEMENTS HAVE BEEN MADE TO ALTER THE TERMS OF THIS AGREEMENT.

Effective date: November 4, 2019