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Sales Referral Agreement

FIRST PARTY SECOND PARTY

golfscape LLP OC384417


company name registration number company name registration number

O ce 3.05, 1 King Street


address address

London EC2V 8AU


city post code city state/province zip/post code

United Kingdom
country country

+44 207 183 6863


telephone telephone

agreements@golfscape.com
email email

A. TERMS OF AGREEMENT

This Sales Referral Agreement (“Agreement”) is made and entered into by and between golfscape LLP, the rst party hereinafter referred to
as (“golfscape”), and the second party detailed above, hereinafter referred to as the (“Golf Course”).

B. OBLIGATIONS OF golfscape

1. golfscape Extranet for Course Operators


golfscape shall provide the Golf Course with secure access to its extranet (at https://operators.golfscape.com) via username and password
authentication. The golfscape Extranet is an advanced, online, easy-to-use system that facilitates (i) tee time, rate, and amenities allocation,
(ii) customer booking records, and (iii) other new features as they are made available. Where possible, golfscape shall access tee time, rate,
and amenities on the Golf Course’s website and allocate them on its extranet.

2. Course Website Booking Widget


golfscape shall host and provide an optional online booking widget that can be embedded on the Golf Course’s own website or social
pro les. Once embedded, the Golf Course’s website or social pro le can display and allow bookings for the tee times, rates, and amenities
already allocated on the golfscape Extranet. Customer reservations originating from the booking widget shall be differentiated by booking
number from other reservations and shall incur a processing fee instead of a commission, as detailed in Clause E (“Billing and Fees”).

3. Booking Procedure and Con rmation


golfscape shall display to customers through its various sales channels the tee times, rates, and amenities as allocated by the Golf Course.
During the reservation process, golfscape shall collect the total booking amount from the customer, and the customer shall not pay the Golf
Course for any items indicated in the booking con rmation, as detailed in Clause E (“Billing and Fees”). Upon a con rmed customer
reservation, golfscape shall immediately notify the Golf Course through the golfscape Extranet and by email. Noti cations shall display
relevant reservation details including booked tee time, rate, amenities, and customer information.

4. Cancellation and No Show


golfscape shall display the Golf Course’s cancellation and no show policy during the customer reservation process, de ned as:

Cancellations more than [ ] hours prior > 100% of booking amount to be refunded to the customer
Cancellations after this time > [ ]% of booking amount to be refunded to the customer
No show > No refund to the customer

5. Conditions of Play
golfscape shall communicate that in accordance with reservation, customers shall adhere to the Golf Course’s ‘Conditions of Play’. This may
include, but is not limited to, cancellations, dress code, metal spikes policy, inclement weather, golf course playability, and force majeure.

C. OBLIGATIONS OF THE GOLF COURSE

1. Rates and Price Parity


Tee time and amenity rates de ned by the Golf Course and available on golfscape for customers to reserve shall be equal to or less than the
Golf Course’s rates available through their own facility or website, and shall include all compulsory fees required to play the reserved time.

2. Inventory Allocation and Ful llment


The Golf Course shall allocate sellable inventory on golfscape for reservation by customers on all days the course is open to public daily fee
access for a minimum of 90 days future availability. The Golf Course shall honor all bookings and cancellations made by customers where
noti ed through the golfscape Extranet or by emails successfully delivered by golfscape’s email service. The Golf Course shall bear full
responsibility, nancial or otherwise, for allocations made on golfscape, including tee times, rates, and amenities.

3. Customer Support
In the event of changes that affect the Golf Course’s ability to honor a booking, the Golf Course shall make all reasonable efforts to nd an
alternative date, time, or course as mutually agreeable to the customer. If such alternative cannot be agreed, the booking will be cancelled

golfscape LLP Of ce 3.05, 1 King Street, London, EC2V 8AU, United Kingdom Page 1

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Sales Referral Agreement

with no charge. In the event that a customer makes a booking change inside of the cancellation policy period, the Golf Course will make all
reasonable efforts in cooperation with golfscape to identify a mutually agreeable new tee time and re-book the customer with no change fee.

4. Promotional Content
The Golf Course shall provide accurate course description text and high-resolution images that will be used by golfscape to promote the
Golf Course’s offerings. golfscape may also derive this content from the Golf Course’s own website or social pro les. The Golf Course
agrees that they have the rights to provide such content, including high-resolution images, and indemni es golfscape of any third-party
liability or claim with regards to these rights.

D. TERM

This Agreement will commence on the latter of any signed date in Clause H (“Acknowledgement”) below, and shall continue until application
of the Clause F (“Termination”) detailed below.


E. BILLING AND FEES

For each customer reservation referred and played, golfscape shall collect the total booking amount from the customer at time of booking,
charge a 25% commission fee, and remit the remainder of the booking amount via bank wire transfer to the Golf Course on the rst Monday
of the month after the tee time.

Bookings originating from the optional booking widget if embedded by the Golf Course, as detailed in Clause B2 (“Course Website Booking
Widget”), shall be free of golfscape’s commission fee, and instead shall be subject to a processing fee to offset bank, transaction, forex, and
other costs. golfscape shall collect the total booking amount from the customer at time of booking, charge a 6% processing fee, and remit
the remainder of the booking amount via wire transfer to the Golf Course on the rst Monday of the month after the tee time.

In the event of a cancelation or no show, as detailed in Clause B4 (“Cancellation and No Show”) and where the customer is entitled to a
refund, golfscape shall refund the customer the respective amount, and deduct that amount less the proportional commission fee from the
subsequent wire transfer to the Golf Course. golfscape fees are net of any applicable local taxes or other charges. A service fee of USD 50
per course shall be charged to the Golf Course on the rst day of each month (waived). A bank wire fee of USD 10 per transfer shall be
charged to the Golf Course.

F. TERMINATION

Either party may terminate this Agreement for any reason whatsoever, with 90 days notice in writing. All con rmed bookings and
cancellations shall be honored by the Golf Course. Upon notice of termination, golfscape shall retain the funds collected from customers
until the liability of cancellation refunds has passed. Following the liability period, if there is an outstanding amount owed to the Golf Course,
calculated as per Clause E (“Billing and Fees”), then golfscape shall remit that outstanding amount via bank wire transfer to the Golf Course
on the rst following Monday. Conversely, if golfscape has refunded an amount greater than the funds it had retained, then the Golf Course
shall remit to golfscape the respective amount owed, calculated as per Clause E (“Billing and Fees”), via bank wire transfer on the rst
Monday following the liability period.

G. LANGUAGE AND LAW, ASSIGNMENT, and CONFIDENTIALITY

This Agreement is drawn up in the English language. This Agreement may be translated into any other language than English, provided that
the English text shall prevail. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

Notwithstanding the generality of the foregoing, golfscape shall have the option, at its sole discretion, to assign the bene t of this Agreement
to its parent company, subsidiary, or majority owner with written notice to the Golf Course. Neither party herein shall commit or bind the
other party to any liability other than as provided for in this Agreement. Any amendments to this Agreement shall not be effected except with
the consent of both parties in writing.

Both parties shall keep the details of this Agreement, including but not limited to fees, terms, and provisions, con dential and not disclose
herewithin to any other person or entity, except as required by law or disclosure to their respective related companies or professional
advisers and consultants on a need to know basis.

H. ACKNOWLEDGEMENT

For “golfscape” For the “Golf Course”

Raghad Mukhaimer CEO


signatory name title signatory name title

/ / 2022 / / 2022
signature date signature date

golfscape LLP Of ce 3.05, 1 King Street, London, EC2V 8AU, United Kingdom Page 2

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Sales Referral Agreement

I. BANK DETAILS

Kindly provide the following details exactly as per your bank’s records:

bene ciary name

bene ciary address

bank name

bank address

bank SWIFT

account number or IBAN

golfscape LLP Of ce 3.05, 1 King Street, London, EC2V 8AU, United Kingdom Page 3
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