For mutual consideration received, which is hereby acknowledged, the parties agree as follows:

[Date] [Golf Club Name] [Handicap Chair] [Club Address] [City, State Zip] Dear Handicap Chair: Pursuant to this letter agreement (this Agreement ) between the United States Golf Association ( USGA ) and [Golf Club Name] (the Golf Club ), the USGA hereby grants, and the Golf Club hereby accepts, the non-exclusive, non-assignable, non-transferable, non-sublicenseable, revocable right and obligation to issue a Handicap Index for each golfer who is affiliated with the Golf Club for purposes of receiving such Handicap Index (each such golfer, a Member ) strictly in accordance with the terms set forth below and the procedures set forth in The USGA Handicap System manual (the Handicap Manual ). For mutual consideration received, which is hereby acknowledged, the parties agree as follows: 1. This authorization shall commence as of the date of the letter and shall be effective through December 31, 2019 (the Term ). The Golf Club shall not have any right of renewal following the expiration of the Term. 2. The Golf Club shall comply with all requirements in the Handicap Manual, including without limitation: satisfying the definition of a golf club as such definition may be modified by the USGA from time to time and set forth in the Handicap Manual; providing reasonable opportunities for its Members to play together; ensuring compliance with peer review requirements by its Members; completing audits and educational assessments when requested by the USGA or AGA (as defined below); verifying compliance with the club compliance checklist developed by the USGA and set forth in the Handicap Manual; and 1

adhering to handicap administration and governance oversight as administered by the AGA (as defined below) and/or the USGA as further described in Paragraph 4 below 3. Starting on the Platform Transition Date (as defined below), each Handicap Index shall in all cases be computed solely by the USGA and made available for issuance by the Golf Club to its Members. Prior to the Platform Transition Date, the Golf Club shall be authorized to compute and issue a Handicap Index for each Member strictly in accordance with the Handicap Manual. a. For purposes of this Agreement, the Platform Transition Date shall mean the date upon which the Golf Club switches over from its existing handicap computation service to the USGA s centralized handicap computation platform (together with related USGA databases, networks, interfaces and services, the Centralized Computation Platform ). The USGA anticipates such date to occur on or about the December 1, 2018, subject to the completion of (i) the development and commercial availability of the Centralized Computation Platform and related support services, and (ii) the development and commercial availability of the Golf Club s Golfer Product (as defined below). b. The Golf Club must use an online and/or digital golfer product to submit scores (a Golfer Product and, together with any other online or digital product(s) the Golf Club uses or offers to its Members which interact with the Centralized Computation Platform, the Club Technology Products ) to the Centralized Computation Platform, and the Golf Club shall be solely responsible for the license or subscription fee for such Golfer Product and any other Club Technology Product. Each Club Technology Product must be supplied by a technology provider ( Technology Provider ) that has entered into the USGA s then current form of platform access agreement ( USGA Access Agreement ) containing the material terms set forth in Schedule 2 and any additional terms determined by the USGA. The Golf Club shall, at its sole cost, provide (or arrange for a third party to provide) all support and maintenance for its Club Technology Products, including its Golfer Product. 4. Starting on the Platform Transition Date, in connection with its issuance of a Handicap Index to each of its Members, the Golf Club shall be subject to the administrative and governance oversight of the authorized golf association appointed by the USGA for the territory in which the Golf Club s primary place of business is located (the AGA ). The identity and contact information of the AGA having administrative and governance oversight over the Golf Club as of the date hereof is set forth in Schedule 1. Pursuant to such oversight and subject to such additional provisions as set forth in the 2

Handicap Manual, the AGA shall have the right to review handicap adjustments, removal of handicap reductions, and withdrawals of a Handicap Index, as well as assist with the identification of tournament scores and identification of handicap movements beyond a normal range, in each case in accordance with the Handicap Manual. Where evidence exists that a Handicap Index does not reflect a Member s current potential ability for any reason, AGA shall have authority to make an adjustment. 5. The AGA may, in its discretion, offer other services to the Golf Club and/or its Members, such as Rules of Golf educational workshops and opportunities to participate in tournaments (collectively Non-Handicap Related Services ), provided that (a) the AGA shall be entitled to charge the Golf Club and/or its Members a fee (as determined by the AGA in its sole discretion) for such Non-Handicap Related Services including those services which are provided at no charge (or a lower charge) to members of the AGA, and (b) if the Golf Club is a Type 1 golf club (as defined in the Handicap Manual), it must have its golf course re-rated with such frequency as set forth in the Handicap Manual) by the AGA, and the AGA may charge the Golf Club a reasonable fee for providing such course rating and measuring services. 6. Starting on the Platform Transition Date, the Golf Club shall pay to the USGA an annual per Member fee (the Computation and Administration Fee ) in consideration of the handicap computation service provided by the USGA pursuant to Paragraph 3 and the administrative and governance oversight provided by the AGA pursuant to Paragraph 4. The USGA shall share such Computation and Administration Fee with the AGA, and no additional fee shall be payable to the AGA for the administrative and governance oversight described in Paragraph 4, provided however that such Computation and Administration Fee shall be in addition to (i) any costs or fees that the Golf Club has agreed to pay its Technology Provider(s) for its Club Technology Products, and (ii) any fees payable to the AGA for Non-Handicap Related Services described in Paragraph 5. The Computation and Administration Fee shall initially be $2.00 per Member, and shall be payable to the USGA as of the Platform Transition Date in accordance with a payment schedule to be provided by determined by the USGA. 7. In connection with the provision of handicap computation services by the USGA and administrative and governance oversight by the AGA, all Members must register with the USGA and in connection therewith, provide certain personal information required to identify and communicate with such Members ( Golfer Information ), and to transmit playing data ( Playing Data ) relating to the Golf Club s Members through the Club Technology Product(s) to the Centralized Computation Platform, as further described in Schedule 2. The USGA shall have no obligation to provide handicap computation services, and AGA shall have no obligation to provide administrative and governance oversight for any Member who is not 3

registered with the USGA. To the extent the Golf Club is deemed to own any Golfer Information and/or Playing Data which is transmitted to the Centralized Computation Platform from any Club Technology Product, the Golf Club hereby grants to the USGA and the AGA the perpetual, irrevocable, non-exclusive, worldwide, royalty free license to use all such information and data for the purposes of handicap computation and handicap administration and oversight. In addition, to the extent requested by the USGA, the Golf Club shall assist, and shall cause its Technology Provider(s) to assist, the USGA (at no cost to the USGA), to (i) migrate all required data (including Golfer Information and historical Playing Data) from its existing handicap computation service to the Centralized Computation Platform, and (ii) to effectuate the USGA registration process for each Member including obtaining all required consents when such registration occurs as part of such Member s registration for the Golfer Product and/or other Club Technology Product(s). 8. The USGA hereby grants to the Golf Club the non-exclusive, non-assignable, non-transferable right during the Term to use the Handicap Index computed for each Member, and shall transmit such Handicap Index to such Member via the Golfer Product or through other means determined by the Golf Club. When distributing such Handicap Index, the Golf Club (i) must refer to such index as a Handicap Index utilizing both words together at all times and using italics and the symbol when using such term in text, and (ii) may, following the Platform Transition Date, include a phrase indicating that such Handicap Index was computed by the USGA in association with [AGA name], provided that in no event shall the Golf Club, either directly or through its Technology Provider (or as part of the Golfer Product or any other Club Technology Product) use the logo of the USGA or the AGA. Any additional references to the USGA and/or the AGA shall be subject to the approval of the USGA or AGA, as the case may be, in its sole discretion. All uses of the USGA s Marks (as defined below) shall be subject to the terms of Paragraph 11. 9. The Golf Club must at all times during the Term have an active handicap chairperson and an administrative contact person, each with an up-to-date email address, phone number and mailing address. The same person may serve as both the handicap chairperson and administrative contact, so long as the handicap chairperson is not an employee of the golf club, and the identity and contact information for such person(s) as of the date hereof is set forth in Schedule 1 hereto. Any changes to the information set forth in Schedule 1 shall promptly be reported to the USGA and the AGA by written notice. 10. The USGA will provide updated information and training via its website located at www.usga.org or its other digital platforms. It is recommended that the Golf Club take advantage of this information as often as necessary. 4

11. The Golf Club acknowledges that the USGA is the owner of the trademarks and service marks listed in The USGA Handicap System manual, including but not limited to "USGA," "Handicap Index," "SLOPE," "Slope System," USGA Course Rating, USGA Course Rating System and "USGA Handicap System (the Marks ), as well as the handicap system formulas (hereinafter collectively referred to as the USGA Handicap System ). As the owner of these well-established Marks and USGA Handicap System, the USGA has the right to authorize their use by others, and has the corresponding duty to ensure that those who are authorized to use such Marks and USGA Handicap System do so in a manner which preserves the integrity and reliability which the public associates with the USGA and its Marks and USGA Handicap System. Subject to the terms and conditions set forth below, the USGA grants the Golf Club the non-exclusive, non-transferable right to use the Marks (but not the USGA logo) and the USGA Handicap System during the Term strictly in accordance with the Handicap Manual and the terms of this Agreement. The Golf Club agrees that: a. each proposed use of any of the Marks shall require the prior written approval of the USGA, and each request for approval shall describe in reasonable detail which Mark(s) will be used and the manner of such use, along with any mock-up s or images if appropriate, provided that once a particular use of such Mark(s) has been approved, the Golf Club shall be entitled to use such Mark(s) in a substantially similar manner without additional approval from the USGA; b. nothing herein shall give the Golf Club any right, title, or interest in the Marks or the USGA Handicap System (except the limited rights granted to the Golf Club pursuant to and in accordance with this Agreement); c. each of the Marks and the USGA Handicap System is the sole property of the USGA; d. any and all prior and future use of the Marks and the USGA Handicap System by the Golf Club shall inure to the benefit of the USGA; e. the Golf Club will not use any name, logo, design of handicap system identical with or confusingly similar to the Marks or the USGA Handicap System or any other USGA mark or USGA logo or to any design advertised with the Marks or the USGA Handicap System; and f. it will not file or maintain any application for any service mark or trademark, or obtain, maintain, or attempt to obtain any ownership of any service mark or trademark in any country of the world, which 5

refers to or is confusingly similar to the Marks or any other trademark, service mark or logo of the USGA. 12. The USGA shall add the Golf Club to the Authorized Golf List, located in the handicap section of the USGA s website (www.usga.org), which is the definitive list of golf clubs authorized to issue a Handicap Index. 13. The Golf Club shall indemnify, defend and hold the USGA and the AGA harmless from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys fees) arising out of, relating to, or in connection with: (i) any breach by the Golf Club of its obligations hereunder, including but not limited to any actions taken by the Golf Club in violation of the USGA Handicap System, (ii) any claim relating to the Golfer Product or other Club Technology Product, (iii) any actual or alleged failure of the Golf Club or its Technology Provider(s) to comply with applicable privacy or security laws or policies, or (iv) any data or security breach involving personally identifiable information which occurs while such data is in the possession of the Golf Club or its Technology Provider(s). 14. The USGA may terminate this Agreement upon written notice, effective immediately, if the USGA determines in its discretion that the obligations set forth in this Agreement (including without limitation, timely payment of the annual Computation and Administration Fee) or the requirements of the USGA Handicap System are not being followed by the Golf Club or any of its Members. In addition, the USGA reserves the right to terminate this Agreement at any time upon written notice if any terms or procedures set forth in any other outstanding agreement between the USGA and the Golf Club or any of its Technology Providers are not being followed. 15. The USGA or the AGA will select authorized golf clubs to complete an annual audit process to provide evidence that they are complying with all aspects of this Agreement and the USGA Handicap System including without limitation using Marks correctly in connection therewith. Golf clubs may be selected for such audit randomly or based upon potential compliance issues identified by the USGA or the AGA, and in the event it is selected for audit, the Golf Club agrees to provide all information requested by the USGA or AGA. 16. All notices to the USGA under this Agreement shall be sent to the USGA Handicap Department, either via mail to USGA, Golf House, PO Box 708, Far Hills, New Jersey, 07931 USA, or by email to clubauthorizaton@usga.org. All notices to the AGA shall be sent to the AGA, either via mail or email to mailing address or email address set forth in Schedule 1, or as otherwise notified by the USGA or AGA in writing. All notices to the Golf Club shall be sent to the administrative contact set forth in Schedule 1, as such contact person or information may be updated in writing pursuant to Paragraph 8. 6

17. The parties shall attempt to resolve any disputes arising hereunder through non-binding mediation. Each party shall bear its own costs relating to such mediation. In the event such mediation is not successful in resolving such dispute(s), either party shall be entitled to seek any available remedies hereunder or at law, provided that any lawsuit filed arising out of or concerning this Agreement shall be filed in a federal or state court located in the state of New Jersey, and the Golf Club consents to the jurisdiction and venue of these courts, and agrees not to contest the same or seek to transfer any lawsuit filed there to another court. 18. This Agreement supersedes all previous agreements, licenses and authorizations to use the USGA Handicap System. Please acknowledge your agreement to the terms set forth in this Agreement by signing in the space indicated below. Sincerely, Steven Edmondson Managing Director of Handicapping & Course Rating Accepted and Agreed: [Golf Club] By: Name: Title: and authorized signatory 7

Schedule 1 Golf Club Information Golf Club Name: Date of Formation: If Golf Club was formed by (or is an affiliate of) a Technology Provider, name of Technology Provider: Administrative Contact Person Name: Mailing address: Phone number: Email address: Club Website and Social Media platforms (if applicable): Club Technology Products Golfer Product: Other Product(s): AGA providing Administrative and Governance Oversight AGA Name: Contact Person: Mailing address: Phone number: Email address: 8

Schedule 2 Platform Access Agreement Material Terms With regard to the Golfer Product and any other Club Technology Product(s) used by the Golf Club, each Technology Provider providing any such product(s) must enter into the USGA Access Agreement and/or accept such other terms of use determined by the USGA in order to connect to, and exchange information with, the USGA s Centralized Computation Platform. Such USGA Access Agreement shall contain the following the following material terms and conditions and such other terms and conditions as determined by the UGSA: 1. The Club Technology Products shall interface with the Centralized Computation Platform through a standard set of application programming interfaces ( APIs ) provided by the USGA for transmitting data to and from such Centralized Computation Platform. 2. In order for the USGA to provide handicap computation services and the AGA to provide administrative and governance oversight to the Golf Club, all Members must register with the USGA and in connection therewith, provide certain Golfer Information. a. All Golfer Information and Playing Data which is collected and transmitted to the Centralized Computation Platform through the Club Technology Products shall become part of the USGA s master data set ( USGA Master Data Set ), which Master Data Set shall include all data collected directly by the USGA and all data provided to the USGA by the Golf Club, its Members and its Technology Providers. b. As between the USGA and the Golf Club and Technology Provider, the USGA shall own the USGA Master Data Set, provided however, the Golf Club and/or Technology Provider will continue to own all data it currently owns, and nothing herein will limit the Golf Club and/or Technology Provider from using such data or any other data the Golf Club and/or Technology Provider independently collects (collectively, Club/Provider Data ), either directly or through the Golf Technology Products, subject to (i) any agreement(s) between the Golf Club and Technology Provider and (ii) any applicable privacy laws and policies. c. To the extent the Technology Provider is deemed to own any such Golfer Information and/or Playing Data which is incorporated into the USGA Master Data Set, the Technology Provider grants to the USGA and the AGA the perpetual, irrevocable, non-exclusive, worldwide, royalty free license to use all such Golfer Information and Playing Data for the purposes of handicap computation and handicap 9

administration and oversight, and to allow such Golfer Information and Playing Data to be included as part of the USGA Master Data Set. d. As part of the USGA registration process through the Golfer Product and/or any other Club Technology Product, all Members will be required to consent to the use of his/her Golfer Information and Playing Data by the USGA and the AGA for purposes of handicap computation and administrative/governance oversight. e. To the extent requested by the USGA, Technology Provider shall provide assistance at no cost to the USGA, to (i) migrate all required data (including Golfer Information and historical Playing Data) from Golf Club s existing handicap computation service to the Centralized Computation Platform, and (ii) to effectuate the USGA registration process for each Member (including obtaining all required consents for the USGA and AGA) when such registration occurs as part of such Member s registration for the Golfer Product and/or other Club Technology Products. 3. Any data, statistics, metrics, analyses, insights, or other data calculated, developed or produced by the USGA based on Playing Data including without limitation, the computed Handicap Index for each Member (collectively USGA Created Data ), shall be and remain the property of the USGA and shall become part of the USGA Master Data Set, provided that the USGA hereby grants to the Golf Club and/or Technology Provider a non-exclusive, non-assignable, non-transferable license during the Term to use the Handicap Index computed for each Member, and shall transmit such Handicap Index via the Golfer Product and/or other Club Technology Product(s) through APIs. Access to certain USGA Created Data may be subject to payment of data access fees, as further set forth in the USGA Access Agreement. 10