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.

I HAVE READ, UNDERSTAND, AND AGREE TO ALL OF THE INFORMATION UNDER THE TERMS, CONDITIONS AND POLICIES OF THIS MEMBERSHIP AGREEMENT. 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.

TOPGOLF MEMBERSHIP TERMS AND CONDITIONS

1. MEMBERSHIPS: Topgolf currently offers a Lifetime Membership, Pre-Paid memberships and monthly memberships at select locations. These monthly memberships will collectively be referred to as "Monthly Memberships" in this Agreement.

2. 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 Monthly Membership, you agree that as a condition of your continued membership at Topgolf, you authorize Topgolf or its agent to charge your Payment Card the Monthly Membership Fee (plus applicable taxes), in effect from time to time and which may change, on each monthly periodic anniversary date of your membership, until your Monthly Membership is canceled, as set forth in Paragraph 19 below. For example, if your Monthly Membership began on June 19, your periodic anniversary date is the 19th of each month, and your Payment Card will be charged for the Monthly Membership Fee on that date each month. If your monthly periodic anniversary date falls on a date that is not contained in your anniversary month (for example, if your paid 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 recurring charges of the Monthly Membership Fee unless requested. You agree to pay the Monthly Membership 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 Monthly Membership.

MEMBERSHIP BENEFITS: Topgolf reserves the right to choose which Membership Benefits are available only to the Individual Member or authorized signers on a Corporate Membership.

a. PLATINUM MEMBERSHIPS

Platinum Memberships begin as an initial twelve (12) month term (the "Membership Initial Term") that, if not terminated at the end of the initial 12-month period, continue as a month-to-month membership for the convenience of the Member until terminated in accordance with this Agreement. The cost for a Platinum Membership is a $125 application fee and a $250 monthly fee (the "Monthly Membership Fee"). The cost for a 12month Pre-Paid Platinum Membership is a $125 application fee and a $3,000 upfront 12-month Pre-Paid Platinum Membership Fee. Pre-Paid annual fees are non-refundable. Each Membership account purchased is good for one Topgolf bay for up to 6 players. Each Membership account can only be used in one bay at a time. Member must be present with guests at all times.

b. PLATINUM HERO MEMBERSHIPS

Topgolf offers a Platinum Membership discount for members who hold and can provide proof of a current military/emergency services (EMS, Police and Fire Department) identification badge. Please see a Topgolf representative for details. This discount is in Topgolf's sole discretion and may change at any time.

Platinum Hero Memberships have a twelve (12) month Membership Initial Term that, if not terminated, continues as a month-to-month membership for the convenience of the Member until terminated in accordance with this Agreement. The cost for a Platinum Hero Membership is a $125 application fee and a $200 monthly Hero Membership Fee. The cost for a 12month Pre-Paid Platinum Hero Membership is a $125 application fee and a $2,400 upfront Pre-Paid Platinum Hero Membership Fee. Pre-Paid annual fees are non-refundable. Each Membership account purchased is good for one Topgolf bay for up to 6 players. Each Membership account can only be used in one bay at a time. Member must be present with guests at all times.

c. CORPORATE PLATINUM MEMBERSHIPS

Corporate Platinum Memberships have a twelve (12) month initial term that, if not terminated by the Member, continue as a month-to-month membership for the convenience of the Member until terminated in accordance with this Agreement. The cost for a Corporate Platinum Membership is based on a tiered system. One Corporate Platinum Membership has a $125 application fee and a $425 monthly fee and/or $5,100 annual fee. Two Corporate Platinum Membership cards have a $250 application fee and a $750 monthly fee and/or $9,000 annual fee. Three Corporate Platinum Membership cards have a $375 application fee and a $975 monthly fee and/or $11,700 annual fee. Four Corporate Platinum Membership cards have a $500 application fee and a $1,100 monthly fee and/or $13,200 annual fee. Five Corporate Platinum Membership cards have a $625 application fee and a $1,250 monthly fee and/or $15,000 annual fee plus an additional $250 for each additional card with an additional $125 application fee per card. Pre-Paid annual fees are non-refundable. Each Membership account purchased is good for one Topgolf bay for up to 6 players. Each Membership account can only be used in one bay at a time.

PLATINUM MEMBER BONUS GAME VALUE: Bonus Game Value is loaded onto the Membership account when the Membership is purchased. Annual Pre-Paid Memberships are pre-loaded with an amount equivalent to 12 months of the current bonus value benefit. The Bonus Game Value is available for 12 months and any unused Bonus Game Value does not roll over after that time period.

Monthly paid Memberships Bonus Game Value is loaded monthly on the monthly bill date. Any unused amount from the previous billing cycle does not roll over to the next billing cycle.

d. EARLY DRIVE PRE-PAID MEMBERSHIPS

Early Drive Pre-Paid Memberships have a 3-month and 6-month initial term option available. The Early Drive Membership will automatically terminate at the end of the Pre-Paid term purchased. Pre-Paid fees are non-refundable. Each Membership account purchased is good for one Topgolf bay for up to 6 players. Each Membership account can only be used in one bay at a time. Member must be present with guests at all times.

3. PAYMENT CARDS: You may pay by corporate check, VISA©, MASTERCARD©, or AMERICAN EXPRESS© credit card or VISA or MASTERCARD check card (check card must bear the VISA or MASTERCARD logo) for any membership. Any such credit or check card shall be referred to as the "Payment Card". You also authorize Topgolf to place a pending charge to your Payment Card when you sign up for any membership and prior to each subsequent periodic charge for Monthly Membership. Pending charges are used to verify your billing address and the validity of your Payment Card, 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 Monthly Membership, if applicable.

4. PAYMENT

a. MONTHLY 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. Cash or check will not be accepted for monthly billing.

EXPIRATION DATE AND REFUSAL OF CHARGES TO YOUR PAYMENT CARD. If your Payment Card reaches its expiration date, your failure to cancel your Monthly Membership constitutes authorization for Topgolf to continue billing that Payment Card. If your Payment Card for any reason will not accept charges for any periodic Monthly Membership Fee, your Monthly Membership will be immediately suspended until payment is collected. For the 60 days immediately following the suspension day, Topgolf may attempt to charge the Payment Card the periodic Monthly Membership Fee every 10 days. If the charge is accepted, then your Monthly Membership benefits will be reinstated as of the date the charge is accepted. In order for your membership to be reinstated, you must make your Payment Card information valid by either rectifying the issue with the Payment Card issuer or providing new Payment Card information by contacting Member Services. If Topgolf is able to charge your Payment Card (existing or new, if you have provided new Payment Card information) and any past due Topgolf membership fees are paid, then your Monthly Membership benefits will continue uninterrupted and this Payment Card will be used to charge the applicable periodic membership fee for each consecutive renewal period until your Monthly Membership is cancelled (your original anniversary date will still apply) and will be your Payment Card for all purposes. If Topgolf is unable to charge your Payment Card (existing or new) for 3 consecutive billing dates, your Monthly Membership will be terminated and you will not be able to use your membership or any associated perks at any Topgolf location. If Topgolf terminates your membership, you must immediately surrender your membership card and you will remain liable for all unpaid dues (including any Monthly Membership charges and all other charges against your account). If your membership is terminated by Topgolf, you will not receive a refund on any amounts paid under any type of membership.

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 Monthly 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 updating programs.

SERVICE CHARGES: You agree to pay a $20.00 charge (plus applicable taxes) for all rejected payments, whether by Payment Card, or Pre-Authorized/credit card auto debit system. Any arrears of dues owed to Topgolf will bear interest at 18% per annum (subject to applicable usury laws).

b. ANNUAL PAYMENT

Members have the option of paying for the entire 12-month initial term (rather than monthly billing) upon signing this Agreement, and will pay their 12-month term and initiation fee in full by corporate check, VISA©, MASTERCARD©, or AMERICAN EXPRESS© credit card or VISA or MASTERCARD check card (check card must bear the VISA or MASTERCARD logo). Upon the completion of the initial 12-month term, Member may choose to provide payment as stated in sections 3 and 4a for monthly billing, or remit payment in full for an additional 12-month term. Payments made to Topgolf for Annual Memberships are non-refundable.

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

c. MEMBERSHIP FREEZE: Topgolf offers Platinum and Platinum Hero Members the ability to temporarily suspend, or "freeze", their Monthly Membership when they know in advance they will not be using any Topgolf for an extended period. A Platinum or Platinum Hero Membership may be placed on freeze with a 30-day written notice from a Member to Topgolf. Months on freeze do not apply toward the Member's 12- month initial term. During the freeze period, Members will be charged $50 per month, plus applicable tax, and are not permitted to use their Monthly Membership at any Topgolf location. Freeze fee is not applicable toward Topgolf or cancellation fee and is non-refundable. Members may still visit a Topgolf on a purchase-per-visit basis; Monthly Membership perks will not apply on these visits. A membership freeze cannot begin prior to Topgolf receiving written notice from the Member stating his/her intent to freeze and the intended duration of the freeze; an end-freeze date is required at the time of the request. This request can be submitted to Member Services. Corporate Platinum Memberships are not eligible for freeze.

5. SUSPENSION/TERMINATION: Topgolf may suspend or terminate your 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 membership, you must immediately surrender your membership card and you will remain liable for all unpaid dues (including any Monthly Membership charges and all other charges against your account). If your membership is terminated by Topgolf, you will not receive a refund on any amounts paid under any type of membership.

6. CO-SIGNER: If a Member is under 18 years of age at the date the terms and conditions of this Agreement are accepted, a Co-signer is required. As Topgolf would not have agreed to enter into this Agreement without the promises of the Co-signer, the Co-signer promises to pay all amounts due to Topgolf under this Agreement when due, and to keep and perform all the Member's promises and agreements. The Co-signer's promises and agreements are joint and several with the Member's promises and agreements. If more than one person signs this Agreement as Co-signer, the promises are both joint and several.

7. 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.

8. CHANGES TO POLICIES, FACILITIES, AND PROGRAM: Topgolf may introduce new facilities 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 facilities, or modify its fees for membership, from time to time and for any reason. You acknowledge that Topgolf may change membership fees at any time; provided, however, that Topgolf will give prior notice via e-mail to Monthly Membership holders of any change to the periodic membership fees. You agree that, unless you cancel your applicable Monthly Membership prior to the effective date of the change, you will be charged the new applicable periodic Monthly Membership Fee (plus applicable taxes) on each periodic anniversary date after the effective date of such change, and you authorize Topgolf to charge the new periodic Monthly Membership Fee (plus applicable taxes) to your Payment Card. Topgolf reserves the right to suspend, modify or end the membership program without prior notice, in its sole discretion. You agree that 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 cancel membership at any time. Void where prohibited.

9. MEMBERSHIP CARDS: You agree for lost Membership cards you will pay a $1.00 fee for each replacement card required, the cost of which may be changed by Topgolf at any time without prior notice. You agree that you will not share or loan your Monthly Membership playing card at any time.

10. HOURS OF OPERATION: From time to time, Topgolf may make reasonable changes to the days and hours that our facilities are open for business. You understand that Topgolf will be busier at some times than others on different days of the week.

11. 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 front desk upon entering Topgolf. Members must show their membership cards to the receptionist and may be required to leave their membership cards at the front desk and/or insert their cards into the card reader. Members may not loan their membership cards to anyone. 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 membership.

12. WAIVER: You understand that your use of Topgolf facilities will be undertaken at your sole risk. You agree that you are voluntarily participating in activities and using the facilities 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 officers, directors, employees, and agents will not be liable for any claims, demands, injuries, damages, actions or causes of actions whatsoever in respect of you or your property (including lost or damaged personal possessions), arising out of or connected with the use of any of the services and/or facilities of Topgolf. You expressly release and discharge Topgolf, its officers, directors, employees, and agents from all such claims, demands, injuries, damages, actions or cause of action, notwithstanding any negligence on the part of one or more of them.

13. SAFETY: By playing at any Topgolf facility, you agree to abide by the following safety rules, as well as other safety rules posted at the facility 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 should be supervised by an adult when playing.
  • All Members and guests must stay behind the red line at all times. Please take extra care when playing from upstairs bays.

14. 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 facility and/or online. In the event that a Member fails to comply with said rules and regulations, Topgolf may (1) suspend all membership privileges or (2) void this Agreement and revoke all 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 are effective immediately.

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

16. DRESS CODE/PERSONAL CONDUCT: Appropriate clothing and footwear is required within the facility 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 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 and guests.

17. 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.

18. TEMPORARY CLOSURE: Topgolf may temporarily close the facilities 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.

19. EARLY TERMINATION 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 90 day notice is given to the Member.

20. TERMINATION BY MEMBER: Termination by Members shall be in accordance with the following:

Memberships still in the Initial Term may be terminated with thirty (30) days written notice with a single payment equal to two (2) months membership fee plus applicable tax (the "Early Termination Fee"). If the Early Termination Fee is paid within thirty (30) days of the next regular billing date, then the next month's dues will be billed and are payable. Monthly dues previously owing and/or already paid monthly dues will not be considered as part of the Early Termination Fee under any circumstances. A Monthly Membership past the Monthly Membership Initial Term may also be terminated with thirty (30) days written notice, however, you will be charged for any additional renewals that occur within the 30 day notice period. To cancel your Monthly Membership, contact Member Services. There are no refunds for any time period (or portions thereof) already billed or paid for.

21. LIMITATION OF LIABILITY: Recovery for any breach of this Agreement by Topgolf is strictly limited to the amount you have paid to Topgolf, and you agree that recovery of incidental and consequential damages are not a remedy available to you.

22. 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 us except as specified in this document.

Effective date: December 1, 2016