RECIPROCAL ACCESS AGREEMENT THIS AGREEMENT, entered into this 1st day of February, 2017 by and between (NAME AND ADDRESS OF THE PARTICIPATING CLUB/PROPERTY), (hereinafter referred to as The Club ), and Pacific Links Golf Limited located at: Room 703-705, Shun Feng International Centre, 182 Queen s Road East, Wanchai, Hong Kong Special Administrative Region the Peoples Republic of China (hereinafter referred to as PLI ), is as follows: WITNESSETH WHEREAS, PLI is currently pursuing a strategy of acquiring high end golf course properties in select markets throughout the United States and establishing reciprocal access club relationships in destinations around the world. PLI is affiliated with certain domestic and international private membership country and golf clubs (hereinafter individually the Affiliate Clubs and/or Reciprocal Clubs and collectively the " Pacific Links Golf Network") which permit the participating members of one club to utilize certain of the facilities of the other clubs, subject to certain rules and restrictions, and reciprocal access protocols. Such utilization is known as the Affiliate Club Program and/or Reciprocal Access Program"; and WHEREAS, THE CLUB owns and manages a private club in the greater (regional geographic reference) area in (name of country) which is operated as a private golf club with special usage and promotional rules; and WHEREAS, PLI wish for its China International Members in addition to its members in the Pacific Links Golf Network to have access to THE CLUB at preferred rates; and; WHEREAS, THE CLUB and PLI wish for THE CLUB members to participate in the Reciprocal Access Club Program; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Reciprocal Access Program Overview 1.1. All Members of the clubs comprising the Pacific Links Golf Network in North America, and in selected destinations around the world, and Pacific Links International Members (hereinafter referred to collectively as Members ) are accorded Reciprocal Access Program privileges during their visit to THE CLUB. 1.2. PLI will add THE CLUB to the Pacific Links Affiliate Club Network without payment of any fees by THE CLUB. 1.3. Tee times at THE CLUB for Members are subject to availability and will be handled on a case-bycase basis through direct contact between PLI Call Center and THE CLUB. 1.4. Members of THE CLUB will receive, subject to availability, golf privileges that include four (4) rounds of golf, per 30-day period, per participating club with payment of discounted green fees. Certain restrictions may apply at Clubs from time to time. 1.5. PLI will use its best efforts to extend privileges to Qualified Members of THE CLUB at Reciprocal Access Clubs with payment of a discounted green fee. THE CLUB acknowledges that any extension of privileges at Reciprocal Access Clubs will be subject to the terms of specific agreements with the Reciprocal Access Club. 1.6. The roster of clubs within the Pacific Links Golf Network will change from time to time as new clubs are added to the program and the roster will be developed without any minimum or maximum restrictions or representations on number, geography or type of club. 1 P a g e
2. Program Participation Term The initial Term of this Agreement is five (5) years from the execution date hereof. Following the initial term, the Agreement will automatically be extended on each five year anniversary date for an additional Five (5) year term unless cancelled by either party upon ninety (90) days advance written notification prior to the end of the current expiring Term. 3. THE CLUB Club Service Obligations 3.1. Provided the tee times are available, from 60 days up until 14 days in advance, THE CLUB agrees to keep at least 4 tee times daily with 2 in the morning and 2 in the afternoon available for play by Pacific Links Golf Network Members unless the course is booked through scheduled tournament or outing play or is closed. In the event the tee times are not booked 14 days in advance, THE CLUB may release the tee times for use as it chooses. Last minute reservations, if arising, will be handled on a case-by-case basis through direct contact between PLI Links2Golf Call Center and THE CLUB. 3.2. THE CLUB will grant privileges, subject to availability, to visiting Members that include four (4) rounds of golf, per 30-day period, per member with payment of discounted green fees (not including golf cart fee) equal to 50% of the regular rate typically charged visiting guests. 3.3. THE CLUB shall have on hand at THE CLUB, and provide when requested at normal rental rates, up to 4 sets of good quality golf clubs for hire and use by Members. 3.4. All other fees charged Members will be charged at the club s standard published THE CLUB rates. 4. PLI Marketing of THE CLUB Properties 4.1. PLI will develop at its expense a dedicated website page for THE CLUB to be located at: www.pacificlinks.com and www.plgolf.cn. THE CLUB will provide to PLI stock photo assets and the club s logos of this purpose. 4.2. PLI will add other links to the dedicated website pages to facilitate Hotel/Lodge reservations at the properties and for linking to other THE CLUB media assets as they are available (i.e. YouTube, etc.) 4.3. THE CLUB properties will be listed as soon as practically possible in all PLI collateral material both English and Chinese. 5. Member Conduct and Usage 5.1. Members must use either a golf cart and/or caddie, depending on the policy of the visited club, and will be responsible for payment of the applicable fees. 5.2. Members will be responsible for payment of any additional fees incurred for cart fees, golf guest fees for their guests, merchandise, and other goods and services. All charges are to be settled by cash or credit card that day. 5.3. Members must make tee time reservations at least 14 days in advance through the PLI Links2Golf Call Center to ensure availability and receive appropriate privileges. Network Members will utilize international call-in numbers and an on-line booking form to PLI s Links2Golf Call Center line. 2 P a g e
5.4. All Members will be expected to abide by the house rules and practices of THE CLUB and may be denied privileges in the event that the Member does not abide by such rules. Members will be responsible for the conduct of their guests. 6. Other Reciprocal Access Program Terms and Conditions 6.1. Reciprocal Access privileges are non-transferable, and may not be offered, assigned, sold, or in any way transferred to any other person. 6.2. With prior notice, THE CLUB will reserve the right to limit or restrict Reciprocal Access privileges in based on special tournament play when periodically the entire golf course must be made available to others, or for closures due to maintenance or weather. THE CLUB agrees to provide this information to PLI Links2Golf Call Center in advance. THE CLUB will use its best efforts to inform PLI and of any course closures due to periodic maintenance and any unforeseen circumstances affect the ability to play the golf course. 6.3. In the case where another Pacific Links Golf Network club or a Member s primary or secondary residence is located within 150 km of a Pacific Links Network Club, or in other special circumstances as determined from time to time, THE CLUB or PLI or the other Pacific Links Network Club will restrict access to the Member at their discretion. In this event, PLI will be notified accordingly so it can manage the access restriction rules, and other Pacific Links Network Clubs will be notified by PLI of this restriction. 6.4. Reciprocal Access privileges are not available as part of a Group Booking. Group Bookings may be arranged by PLI Links2Golf Call Center who will then contact THE CLUB directly for approval. THE CLUB will have no obligation to accept group bookings. A "Group Booking" is defined, as any single booking that is larger than 8 people. 6.5. If a Member exceeds four (4) rounds per Pacific Links Network Club per 30 day period, each additional round if permitted will require the payment of a greens fee or other fee as determined by THE CLUB, and such additional rounds will be granted on a space available basis. 7. Proprietary Marks and Promotion 7.1. PLI s Promotion of THE CLUB. Only within the approved written guidelines provided by THE CLUB, PLI may utilize the name, logos, and other identifying marks of THE CLUB properties to promote and market them to Members through its website, collateral materials and other promotional methods. 7.2. THE CLUB s Promotion of PLI and PLI s Network Clubs. Only within the guidelines provided by PLI and its specific approval of any use, THE CLUB may utilize the name, logos, and other identifying marks of PLI and the name, logos, and other identifying marks of PLI s owned clubs to promote and market them to THE CLUB members through its website, collateral materials and other promotional methods. 7.3. THE CLUB s Prohibition Regarding Non-PLI owned Affiliate and Reciprocal Clubs. THE CLUB is prohibited from referencing, promoting or otherwise using the names and marks the Non-PLI owned Affiliate and Reciprocal Clubs without the consent of PLI. 8. Anticipation of a Closed Network for Tee Time Bookings Pacific Links International is in the process of developing a Closed Network for tee time bookings that will give members of all participating Pacific Links Golf Network Clubs the convenience and ability to 3 P a g e
make tee time bookings throughout the Pacific Links Golf Network utilizing a real-time secure web-based booking engine. It is anticipated that this service will be implemented during the Term of this agreement. At the time this service becomes operational, THE CLUB will place into the Closed Network tee time inventory its daily allocation of tee times in accordance with Section 3.1 above. Henceforth, Members will directly secure a tee time at THE CLUB and will secure this reservation and the cart/caddie fee by submitting a valid credit card for any applicable fees. PLI will remit to THE CLUB within 30 days all net fees due THE CLUB for reserved tee times for the previous period less a booking service fee that will be retained by PLI. THE CLUB will be permitted to gross up its publicized guest fees, green fees, and cart/caddie fees to cover the booking fees retained by PLI to ensure that it receives its net rate for these fees. 9. Default Either party s failure to comply with any of the covenants, representations, agreements, terms, or conditions of this Agreement or such failure shall continue for a period of sixty (60) days after written notice thereof to the defaulting party specifying in detail the nature of such failure shall constitute a default under this agreement and the non-defaulting party shall have the right to terminate this agreement. Notwithstanding the foregoing, in the event any failure cannot with due diligence be cured within such 60- day period, if the defaulting party proceeds promptly and diligently to cure the same and thereafter diligently prosecutes the curing of such failure, the time within which the failure may be cured shall be extended for such period as may be necessary for the defaulting party to cure the failure. 10. Indemnification The parties acknowledge and agree that PLI makes no representations, express or implied, to any members of THE CLUB regarding any aspect of the Affiliate and Reciprocal Access Club Program. THE CLUB agrees to indemnify and hold PLI harmless from any loss, damage, or cause of action arising from any and all representations, of any type or kind, made by THE CLUB to its members. Pacific Links International represents to THE CLUB that it has undertaken reasonable efforts to require all participating Affiliate and Reciprocal Access Clubs to warrant a similar indemnity. 11. Damages Neither PLI nor any of its affiliates shall be responsible for any loss or damage caused by any Members as a result of or in connection with their use of the Clubs owned by THE CLUB. The responsibility for such loss and damage shall rest with the individuals concerned and the Club shall deal with and proceed against the individuals concerned directly if it wishes to address such loss and damage. 12. Notices Any notice or other communication required or permitted hereunder shall be sufficiently given if in writing and (i) delivered personally, (ii) forwarded by air express, addressed as shown below or to such other address as the party concerned may substitute by written notice to the other. All notices personally delivered shall be deemed received on the date of delivery. If to THE CLUB: Club Name Club Address ATTN: Club Contact If to PLI: Pacific Links Golf Limited located Room 703-705, Shun Feng International Centre 182 Queen s Road East, Wanchai 4 P a g e
Hong Kong Special Administrative Region the Peoples Republic of China ATTN: Rudolph J. Anderson 13. Miscellaneous. 13.1. Business Activities. Notwithstanding anything contained in this Agreement to the contrary, PLI and THE CLUB may engage in or possess any interest in any other business venture of any nature or description, independently or with others, including, but not limited to, the ownership, financing, leasing, operation, management, syndication, brokerage or development of real property or clubs. 13.2. Severability. If any clause or provision of this Agreement is illegal, invalid, or unenforceable under any present or future law, the remainder of this Agreement will not be affected thereby. It is the intention of parties that if any such provision is held to be illegal, invalid or unenforceable there would be added in lieu thereof a. provision as similar in terms to the provision as is possible and he legal, valid and enforceable. 13.3. Public Announcements. The Parties shall agree on the content and timing of a public announcement regarding the Agreement described in this Agreement. 13.4. Confidential Information: The terms and conditions of this Agreement and the relationship described herein, will be held by THE CLUB and PLI in strict confidence and will not be disclosed to anyone, other than their respective legal counsel, shareholders, directors, lenders, advisors, consultants, employees, agents and representatives who need to know such information in connection with the business agreement contemplated hereby, provided that it shall not be a breach of this covenant in the event any of the following information is available from other sources. 13.5. Counterparts: This LOI may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. 13.6. Governing Law. This Agreement shall be governed by the law of the Hong Kong Special Administrative Region of the People s Republic of China. Remainder of page left intentionally blank 5 P a g e
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on the date first written above. THE CLUB: CLUB NAME By: Name: Title: PLI: Pacific Links Golf Limited. By: Title: Rudolph J. Anderson President 6 P a g e