EXHIBIT 10.36
SETTLEMENT AGREEMENT AND RELEASE
THIS AGREEMENT is made this 4th day of May, 1998 (the "Effective Date")
by and between Hippo Holdings Ltd f/k/a Xxxxxxx Group Limited, a United Kingdom
corporation registered no. 2907101 having a business address at
Xxxxxx-Upon-Trent, Staffordshire, England (hereinafter referred to as "HH") and
Outlook Sports Technology, Inc. f/k/a Hippo, Inc., a Delaware corporation,
having a business address at 0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxxx,
XX 00000 (hereinafter referred to as "Outlook").
WHEREAS, an exclusive license agreement, effective as of January 1,
1996, was executed by Hippo, Inc. and Xxxxxxx Group Limited involving rights in
and to certain Licensed Marks as defined therein (hereinafter the "License
Agreement");
WHEREAS, the parties have been involved in negotiations relating to an
assumption on the part of Outlook of certain endorsement agreements between HH,
Xxx Xxxxxxx and Co. Ltd., Xxx Xxxxxxx USA, Inc., Xxx Xxxxxxx individually and
his caddie Xxxxxx Xxxxxx (collectively, the "Endorsement Agreements");
WHEREAS, Outlook has ordered from a number of different manufacturers
(the "Hippo Manufacturers") products including club heads and golf bags bearing
the "Hippo" name and xxxx and/or the design of a hippopotamus, as well as shafts
and grips to be used in the assembly of finished "Hippo" clubs, which are in
various stages of completion ("Inventory");
WHEREAS, the parties wish to terminate the License Agreement and
resolve their differences over financial obligations associated with the
Endorsement Agreements;
NOW THEREFORE, in consideration of the mutual promises, covenants and
undertakings herein contained and for other good and valuable consideration by
each of the other given, receipt of which is hereby mutually acknowledged,
subject to the conditions set forth in Article VII hereof, the parties hereby
agree as follows:
ARTICLE I.
Termination of License Agreement
I.1 The License Agreement, including all rights, obligations,
privileges and licenses granted thereunder, is hereby terminated, canceled and
revoked as of the Effective Date of this Agreement.
I.2 With the exception of Paragraph 8 related to Outlook's right to
defend itself in litigation, Paragraph 9 related to indemnification and
defensive litigation, and, Paragraph 18 related to non-
1
disclosure, it is agreed and understood by the parties that note of the
provisions of the License Agreement shall survive the termination of same.
ARTICLE II.
Termination of Use of Marks
II.1 Outlook shall immediately cease and desist from all further use of
the name and xxxx "Hippo", "Howson", the design of a hippopotamus (the "Marks")
and any colorable variants of the Marks, except as provided in Article V below.
II.2 At the termination of the Transition Period, Outlook shall
immediately refrain from holding itself out, expressly or impliedly, as having
any connection, association, license, sponsorship or other affiliation with HH
in the United States, Canada or elsewhere in the world.
II.3 Outlook represents and wan-ants that Exhibit A contains a true and
accurate listing of all products bearing the "Hippo" name and xxxx, and/or the
design of a hippopotamus, which it has in its possession, custody and/or control
(the "Products").
II.4 Outlook further represents and warrants that Exhibit B contains a
true and accurate listing of any monies owed by Outlook to Vendors or other
third parries for any Products in its custody, possession and/or control, and
for that Product which has been sold but not paid for as of the Effective Date.
ARTICLE III.
Assignment of Inventory
III.1 Outlook shall hereby assign, transfer and deliver to HH, and HH
hereby agrees to assume all of the following liabilities and obligations of
Outlook with respect to the Inventory: (i) all Inventory and (ii) to the extent
listed on Exhibit C hereto, all liabilities and obligations of Outlook arising
under agreements (the "Vendor Agreements") with the Vendors for Inventory (the
"Assumed Obligations").
III.2 Outlook represents and warrants that Exhibit C appended hereto
contains a complete and accurate listing, including the number of pieces, the
vendor, pricing and purchase order number(s), of all Inventory located anywhere
in the world, and of each Vendor Agreement.
III.3 Outlook represents and warrants that it delivered to the HH a
correct and complete copy of each written Vendor Agreement listed on Exhibit C
(as amended to date) and a written summary setting forth the terms and
conditions of each oral Vendor Agreement referred to on Exhibit C. With respect
to each such Vendor Agreement: (i) the Vendor Agreement is legal, valid,
binding, enforceable, and in full force and effect; and (ii) other than delays
in payment by Outlook no party is in breach or default and no event has occurred
which with notice or lapse of
2
time would constitute a breach or default or permit termination, modification,
or acceleration, under the agreement; and (iii) no party has repudiated any
provision of the Vendor Agreement.
III.4 The assumption by HH under Section O hereof of the Assumed
Obligations shall not enlarge any rights or remedies of any third parties under
any contracts or arrangements with Outlook, except to the extent the other
parries to the Assumed Obligations may become able to enforce such obligations
against HH.
III.5 Except as expressly provided herein, HH does not assume and is
not liable, and HH will not assume and shall not be liable and HH shall not be
deemed to have assumed or be liable, for any agreements, obligations or
liabilities of Outlook or of any predecessor of any kind or nature whatsoever,
whether fixed or inchoate, known or unknown, liquidated or unliquidated, secured
or unsecured, contingent or otherwise.
III.6 The assumption by HH contained in Section O hereof is made
subject to and with the benefit of the respective representations, warranties,
covenants, terms, conditions and provi sions otherwise contained herein.
ARTICLE IV.
Obligations of Hippo Holdings Ltd.
IV.1 HH shall pay Outlook the sum of $133,319-00 US on or before May 8,
1998, which is equivalent to the remainder of the advance royalty payment made
by Outlook at the inception of the License Agreement.
IV.2 HH shall pay Outlook the sum of $70,000.00 US by May 25,1998.
IV.3 HH shall return to Outlook all shares of common stock in Hippo,
Inc. which were received by Xxxxxxx Group Limited, and/or any individuals
associated with Xxxxxxx Group Limited, as part of the negotiations surrounding
the License Agreement
IV.4 HH will no longer have any seats on the Advisory Board of Outlook,
and any financial obligations to such former members shall be born by HH.
IV.5 HH agrees to pay Outlook the sum of $155,287, $99,168 US of which
will be paid on or before May 8, 1998 for the purchase of all of the Products in
its custody, control or possession in the United States, and including all
"Hippo" samples, point-of-purchase items and trade show materials with the
remainder due subject to confirmation of existence of certain True Temper and
Rubberon product in Asia and paid on or before May 15, 1998.
IV.6 HH agrees to waive its claim against Outlook for reimbursement of
sums paid by HH during the third quarter of 1997 pursuant to the Endorsement
Agreements, and the portion the Xxxxxxx bonus insurance paid to ESIX by HH in
1997.
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IV.7 For a period of thirty-six (36) months from the Effective Date, HH
shall not approach any employees of Outlook for employment with HH. HH agrees to
notify Outlook in the event HH is approached by an employee of Outlook for
employment with HH.
ARTICLE V.
Transition Period in the United States
V.1 Outlook agrees to assist HH with its sales, administration and
management requirements associated with developing an independent dependent for
the marketing and sale of products under the Marks in the United States. HH
agrees to pay Outlook the sum of $5,000 US, per month, for these support
activities. The length of rime needed for these support services will be
determined solely by HH, but shall not exceed six (6) months, and can be
terminated at its discretion with seven (7) days prior notice to Outlook (the
"Transition Period").
V.2 HH agrees to pay a commission of 8% of wholesale to Outlook on the
currently pending orders, and any other orders obtained during the Transition
Period.
V.3 Outlook agrees to fully and completely identify to HH, in writing,
the details of all of its marketing and sales efforts of products under the
Marks, including, but not limited to, the disclosure of existing accounts, leads
on new customers, suppliers, manufacturers, advertising and promotional program
and materials, pricing strategy and any other information necessary or helpful
to the conduct of HH's new business in the United States.
ARTICLE VI.
Mutual Releases
VI.1. Other than Outlook's obligations created by this Agreement, HH
fully and forever releases and discharges Outlook and its respective officers,
directors principals, agents, attorneys, employees, parents, affiliates,
successors and assigns (collectively referred to as "Outlook Releasees"), of and
from any and all responsibilities, duties, obligations, claims, demands, debts,
sums of money, accounts or causes of action or actions, costs, losses, damages
or liabilities of whatsoever character, nature, kind or designation in law or in
equity, absolute or contingent, matured or unmatured, suspected or unsuspected,
known or unknown which HH or anyone claiming under, by or through it now has or
could ever have or become entitled to assert against any of the Outlook
Releasees.
VI.2. Other than HH's obligations created by this Agreement, Outlook
fully and forever releases and discharges HH and its respective officers,
directors, principals, agents, attorneys, employees, parents, affiliates,
successors and assigns (collectively referred to as "HH Releasees"), of and from
any and all responsibilities, duties, obligations, claims, demands, debts, sums
of money, accounts or causes of action or actions, costs, losses, damages or
liabilities of whatsoever character, nature, kind or designation in law or in
equity, absolute or contingent, matured or unmatured,
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suspected or unsuspected, known or unknown which Outlook or anyone claiming
under, by or through it now has or could ever have or become entitled to assert
against any of the HH Releasees.
ARTICLE VII.
Condition Precedent
The covenants of each party hereto shall be expressly conditioned upon
(i) the receipt by HH from each Vendor of a letter agreement to amend the
respective Vendor Agreements, in the form set out in the attached Exhibit D
hereto, and (ii) the representations and warranties of each party hereto being
true and correct on the date of the fulfillment of the condition set forth in
clause (i) hereof.
ARTICLE VIII.
Miscellaneous
VIII.1. In the event that any portion of this Agreement is declared
invalid or unenforceable for any reason, such portion is deemed severable
therefrom and the remainder of this Agreement will be deemed to be and will be
made fully valid and enforceable.
VIII.2. This Agreement constitutes the entire agreement of the parties
hereto and cancels, terminates and supersedes any and all prior representations
and agreements relating to the subject matter hereof.
VIII.3. None of the provisions of this Agreement may be waived or
modified except by a writing signed by all of the parties of this Agreement.
VIII.4. This Agreement shall be binding upon and inure to the benefit
of the parties and their respective successors and assigns. No assignment by
either party shall be effective unless it is the result or sale of all or
substantially all of the assets of the assigner, and the assignee shall
expressly assume in writing a performance of all terms and provisions of this
Agreement to be performed by the assigning party.
VIII.5. This Agreement may be executed in any number of copies by the
different parties hereto on separate counterparts. Executed separate
counterparts shall have the same force and effect as the original of this
Agreement. When all of the parties hereto have executed either the original copy
or one or more of the separate counterparts, this Agreement shall be deemed
executed as of, and the effective date of this Agreement shall be, the date of
the last signature.
VIII.6. Both parties agree that they will do all things and execute all
documents as may be considered necessary or desirable to give full effect to the
terms and conditions of this Agreement.
VIII.7. This Agreement shall be interpreted in accordance with and
under the laws of the State of Florida.
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IN WITNESS OF, the parties hereby execute this Agreement, in
duplicate through their duly authorized representatives below.
HIPPO HOLDINGS LTD f/k/a OUTLOOK SPORTS TECHNOLOGY, INC.
XXXXXXX GROUP LIMITED f/k/a HIPPO, INC.
(Registered No. 2907101)
BY: /s/ Xxxxxx Xxxxxxx By: /s/Xxx Xxxxxxx
---------------------------------------- ------------------------------
Name/Title:Xxxxxx Xxxxxxx, Managing Director Name/Title:Xxx Xxxxxxx, President
-------------------------------- ----------------------
Date: 4 May 1998 Date:4 May 1998
---------------------------------------- ----------------------------
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EXHIBIT A
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{List of "Products")
7
Hippo Inventory as of 04/28/98
QTY COST TOTAL
H15125100 Hippo Jr. Set RH Age 5-9 no bag 5 23.61 118.05
H15125200 Hippo Jr. Set RH Age 10-14 no bag 7 23.61 165.27
H1513500 Hippo Jr. Drivers RH Age 10-14 6.48 0
H1513501 Hippo Jr. Drivers RH Age 5-9 6.48 0
H15135100 Hippo Jr. Set RH Age 5-9 Irons,Wood, Putter, Bag 28.99 0
H15135200 Hippo Jr. Set RH Age 10-14 Irons, Wood, Putter, Bag 28.99 0
H1513610 Hippo Jr. 5/6 Iron Age 5-9 23 4.25 97.75
H1513810 Hippo Jr. 7/8 Iron Age 5-9 23 4.25 97.75
H1513910 Hippo Jr. 9/W Iron Age 5-9 23 4.25 97.75
H1513550 Hippo Xx. Xxxxxxx XX 00-00 4.38 0
H1513551 Hippo Xx. Xxxxxxx XX 0-0 4.38 0
H15145100 Hippo Jr. Set LH Age 5-9 Irons, Wood, Putter, Bag 28.99 0
H15145200 Hippo Jr. Set LH Age 10-14 Irons, Wood, Putter, Bag 28.99 0
H20131154 Hippo SC2 Iron SW Mens RH Graph Powerflex 9.39 0
H20131164 Hippo SC2 Iron SW Mens RH Steel 11 6.52 71.72
H20133854 Hippo SC2 Irons 3-PW Mens RH Graph Powerflex 75.17 0
H20133864 Hippo SC2 Irons 3-PW Mens RH Steel 52.15 0
H20141154 Hippo SC2 Iron SW Mens LH Graph Powerflex 9.40 0.00
H20141164 Hippo SC2 Iron SW Mens LH Steel 57 6.52 371.64
H20143854 Hippo SC2 Irons 3-PW Mens LH Graph Powerflex 75.17 0
H20143864 Hippo SC2 Irons 3-PW Mens LH Steel 68 52.15 3546.20
H20234855 Hippo SC2 Irons 4-SW Ladies RH Graph Easyflex 75.17 0
H20234865 Hippo SC2 Irons 4-SW Ladies RH Steel 89 52.15 4641.35
H20244855 Hippo SC2 Irons 4-SW Ladies LH Graph Easyflex 75.17 0
H20244865 Hippo SC2 Irons 4-SW Ladies LH Steel 47 6.52 306.44
H24131156 Hippo SC2 Tour Nickel Iron SW Mens RH Graph 10.38 0
H24131166 Hippo SC2 Tour Nickel Iron SW Mens RH Steel 89 6.86 610.54
H24133851 Hippo SC2 Tour Nickel Irons 3-PW Mens RH Graph Firm 83.01 0
H24133853 Hippo SC2 Tour Nickel Irons 3-PW Mens RH Graph Reg 83.01 0
X00000000 Hippo SC2 Tour Nickel Irons 3-PW Mens RH Steel Stiff 44 54.85 2413.40
H24133863 Hippo SC2 Tour Nickel Irons 3-PW Mens RH Steel Reg 52 54.85 2852.20
H24141156 Hippo SC2 Tour Nickel Iron SW Mens LH Graph 10.38 0
H24141166 Hippo SC2 Tour Nickel Irons SW Mens LH Steel 73 6.86 500.78
H24143851 Hippo SC2 Tour Nickel Irons 3-PW Mens LH Graph Firm 83.01 0
X00000000 Hippo SC2 Tour Nickel Irons 3-PW Mens LH Graph Reg 83.01 0
H24143862 Hippo SC2 Tour Nickel Irons 3-PW Mens LH Steel Stiff 24 54.85 1316.4
H24143863 Hippo SC2 Tour Nickel Irons 3-PW Mens LH Steel Reg 52 54.85 2852.2
H28130154 Hippo SC2 Wood #1 Mens RH Graph Powerflex 17.06 0
H28130164 Hippo SC2 Wood #1 Mens RH Steel 14.18 0
H28130354 Hippo SC2 Wood #3 Mens RH Graph Powerflex 17.06 0
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QTY COST TOTAL
H28130364 Hippo SC2 Wood #3 Mens RH Steel 14.18 0
H28130554 Hippo SC2 Wood #5 Mens RH Graph Powerflex 17.06 0
H28130564 Hippo SC2 Wood #5 Mens RH Steel 14.18 0
H28130754 Hippo SC2 Wood #7 Mens RH Graph Powerflex 17.06 0
H28130764 Hippo SC2 Wood #7 Mens RH Steel 14.18 0
H28140154 Hippo SC2 Wood #1 Mens LH Graph Powerflex 14 17.06 238.84
H28140164 Hippo SC2 Wood #1 Mens LH Steel 14.18 0
H28140354 Hippo SC2 Wood #3 Mens LH Graph Powerflex 19 17.06 324.14
H28140364 Hippo SC2 Wood #3 Mens LH Steel 14.18 0
H28140554 Hippo SC2 Wood #5 Mens LH Graph Powerflex 27 17.06 460.62
H28140564 Hippo SC2 Wood #5 Mens LH Steel 14.18 0
H28140754 Hippo SC2 Wood #7 Mens LH Graph Powerflex 8 17.06 136.48
X00000000 Hippo SC2 Wood #7 Mens LH Steel 14.18 0
H28230155 Hippo SC2 Wood #1 Ladies RH Graph Easyflex 17.06 0
H28230165 Hippo SC2 Wood #1 Ladies RH Steel 14.18 0
H28230355 Hippo SC2 Wood #3 Ladies RH Graph Easyflex 17.06 0
H28230365 Hippo SC2 Wood #3 Ladies RH Steel 14.18 0
H28230555 Hippo SC2 Wood #5 Ladies RH Graph Easyflex 17.06 0
X00000000 Hippo SC2 Wood #5 Ladies RH Steel 14.18 0
X00000000 Hippo SC2 Wood #7 Ladies RH Graph Easyflex 17.06 0
H28230765 Hippo SC2 Wood #7 Ladies RH Steel 14.18 0
H28240155 Hippo SC2 Wood #1 Ladies LH Graph Easyflex 17.06 0
H28240165 Hippo SC2 Wood #1 Ladies LH Steel 14.18 0
H28240355 Hippo SC2 Wood #3 Ladies LH Graph Easyflex 17.06 0
H28240365 Hippo SC2 Wood #3 Ladies LH Steel 14.18 0
H28240555 Hippo SC2 Wood #5 Ladies LH Graph Easyflex 17.06 0
H28240565 Hippo SC2 Wood #5 Ladies LH Steel 14.18 0
H28240755 Hippo SC2 Wood #7 Ladies LH Graph Easyflex 5 17.06 85.3
H28240765 Hippo SC2 Wood #7 Ladies LH Steel 14.18 0
H30131156 Hippo Beast Iron SW Mens RH Graph 19.35 0
H30131166 Hippo Beast Iron SW Mens RH Steel 15.82 0
H30133851 Hippo Beast Irons 3-PW Mens RH Graph Firm 53 154.78 8203.34
H30133853 Hippo Beast Irons 3-PW Mens RH Graph Reg 6 154.78 928.68
H30133862 Hippo Beast Irons 3-PW Mens RH Steel Stiff 32 126.61 4051.52
H30133863 Hippo Beast Irons 3-PW Mens RH Steel Reg 35 126.61 4431.35
X00000000 Hippo Xxxxx Xxxx #0 Xxxx XX Graph Firm 57.53 0
H38130153 Hippo Xxxxx Xxxx #0 Xxxx XX Graph Reg 57.53 0
H38130351 Hippo Xxxxx Xxxx #0 Xxxx XX Graph Firm 57.53 0
H38130353 Hippo Xxxxx Xxxx #0 Xxxx XX Graph Reg 57.53 0
H38130551 Hippo Xxxxx Xxxx #0 Xxxx XX Graph Firm 57.53 0
H38130553 Hippo Beast Wood #5 Mens RH Graph Reg 5 57.53 287.65
H44135666 Hippo Tour Ni Wedges 56* Mens RH Steel 5 6.89 34.45
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QTY COST TOTAL
H44136066 Hippo Tour Ni Wedges 60* Mens RH Steel 7 6.89 48.23
H44145666 Hippo Tour Ni Wedges 56* Mens LH Steel 45 6.89 310.05
H44146066 Hippo Tour Ni Wedges 60* Mens LH Steel 33 6.89 227.37
H590101 Hippo Headcover Slack #1 1.70 0.00
H590103 Hippo Headcover Black #3 1 1.70 1.70
H590105 Hippo Headcover Black #5 1 1.70 1.70
H590107 Hippo Headcover Black #7 65 1.70 110.50
H60130134 Hippo PI Xxxxxx #0 Xxxx XX 00" Steel 118 6.05 713.9
H60130135 Hippo PI Xxxxxx #0 Xxxx XX 00" Steel 51 6.05 308.55
H60130234 Hippo Pi Xxxxxx #0 Xxxx XX 00" Steel 118 6.05 713.9
H60130235 Hippo PI Xxxxxx #0 Xxxx XX 00" Steel 69 6.05 417.45
H60130334 Hippo PI Xxxxxx #0 Xxxx XX 00" Steel 116 6.05 701.8
X00000000 Hippo PI Xxxxxx #0 Xxxx XX 00" Steel 61 6.05 369.05
H60140434 Hippo Pi Putter #4 Mens LH 34" Steel 33 6.05 199.65
H60140435 Hippo PI Putter #4 Mens LH 35" Steel 19 6.05 114.95
H60130134 Hippo HMF Xxxxxx #0 Xxxx XX 00" Steel 108 4.44 479.52
H65130135 Hippo HMF Xxxxxx #0 Xxxx XX 00" Steel 4.44 0
H65130234 Hippo HMF Xxxxxx #0 Xxxx XX 00" Steel 120 4.44 532.8
H65130235 Hippo HMF Xxxxxx #0 Xxxx XX 00" Steel 4.44 0
H65130334 Hippo HMF Xxxxxx #0 Xxxx XX 00" Steel 74 4.44 328.56
H65130335 Hippo HMF Xxxxxx #0 Xxxx XX 00" Steel 4.44 0
H65140434 Hippo HMF Putter #4 Mens LH 34" Steel 4.44 0
H65140435 Hippo HMF Putter #4 Mens LH 35" Steel 4.44 0
H6010200 Hippo Junior Bag 1486 7.45 11070.70
XX0000000 Tour Eagle Junior Bag 900 6.25 5625.00
TOTAL $61517.19
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EXHIBIT B
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{List of monies owed Vendors or other third parties}
11
EXHIBIT B
---------
Vitality $41,120
Pacific $66,326
Kunnan* $111,552.50
Fuk Kan $6,290
*a portion of this amount is still in the possession of Sun Golf
12
EXHIBIT C
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--------------------------------------------------------------------------------
{List of Inventory including number of pieces,
vendor, pricing and purchase order number(s)}
{List of Vendor Agreements}
13
P. 0. # Vendor Item Quantity Cost Total Cost
(per item)
NEN Shafts Co.
15-1021 & 10-1083 A 15400 $3.85 $59,290.00
15-1020 & 10-1072 B 42065 $3.85 $161,950.25
15-1020 & 10-1072 C 12800 $4.85 $62,080.00
10-1072 D 1000 $2.00 $2,000.0 0
Sun Golf, Inc.
15-1016 & 10-1080 A 800 $24.00 $19,200.00 GT and JW believe that 15-1016
15-1017 & 10-1080 B 600 $24.00 $14,400.00 and 15-1017 were not prodcued.
10-1080 C 250 $3.00 $750.00
15-1016 & 10-1080 D 1075 $3.00 $3,225.00
15-1016 & 10-1080 E 1075 $3.00 $3,225.00
10-1077 F 2400 $38.00 $91,200.00
15-1014 & 15-1015 G 2050 $36.00 $73,800.00
& 10-1077 G 2050 $38.00 $77,900.00
15-1014 & 10-1077 H 1500 $3.00 $4,500.00
15-1014 & 10-1077 I 1500 $3.00 $4,500.00
Reach Golf
15-1013 A 650 $4.90 $3,185.00
15-1012 B 6750 $1.75 $11,812.50
15-1012 C 2250 $1.75 $3,937.50
TNN Sports
15-1002,1003 & 10-1075A A 10700 $8.00 $85,600.00
15-1002,1003 & 10-1075A B 3350 $8.00 $26,800.00
14
P. 0. # Vendor Item Quantity Cost Total Cost
(per item)
duplicate entry C
15-1004 & 10-1087A D 2650 $8.00 $21,200.00
15-1004 & 10-1087A E 550 $8.00 $4,400.00
15-1005 F 2500 $3.00 $7,500.00
15-1005 G 550 $3.00 $1,650.00
15-1006 H 1650 $3.00 $4,950.00
15-1006 I 200 $3.00 $600.00
15-1007 J 6500 $6.50 $42,250.00
15-1008 K 3750 $3.00 $11.250.00
15-1008 L 3250 $1.40 $4,550.00
15-1008 M 3250 $1.40 $4,550.00
15-1008 N 3250 $1.40 $4,550.00
15-1008 O 3750 $1.40 $5,250.00
15-1009 P 4500 $1.70 $7,650.00
15-1009 Q 1500 $1.70 $2,550.00
Xxxx Xxxx
15-1026 A 6500 $1.50 $9,750.00
15-1024 B 9250 $1.50 $13,875.00
15-1024 C 3250 $1.50 $4,875.00
Fuk Kan
15-1025 A 3450 $0.80 $2,760.00
10-1085 H headcover 7575 $1.70 never confirmed by vendor
10-1085 H putter cover 900 $0.70 never confirmed by vendor
10-1085 TE headcover 2500 $1.50 never confirmed by vendor
True Temper
15-1022 & 15-1023 A 5250 $1.80 $9,450.00 all official P.O.'s are void
15
P. 0. # Vendor Item Quantity Cost Total Cost
(per item)
15-1022 & 15-1023 B 11700 $1.45 $16,965.00 and TT is not holding the goods
15-1022 & 15-1023 C 4050 $1.45 $5,872.50 TT is holding $22,252.50 in
15-1022 D 9600 $1.45 $13,920.00 shafts, see attached list
00-0000 X 0000 $2.50 $3,750.00
15-1022 F 17850 $1.00 $17,850.00
Rubberon
15-1019 & 10-1081 A 11850 $0.45 $5,332.50 GT and JW believe that 15-1018
15-1019 & 10-1081 B 8750 $0.45 $3,937.50 and 15-1019 were not made.
15-1019 & 10-1081 C 7900 $0.45 $3,555.00 We received no confirmation on
15-1018 & 10-1071 D 18000 $0.45 $8,100.00 these two orders. 10-1071
15-1018 & 10-1071 E 4500 $0.45 $2,025.00 and 10-1081 have been made.
15-1018 & 10-1071 F 16500 $0.45 $7,425.00
15-1018 & 10-1071 G 17800 $0.45 $8,010.00
10-1081 RP-15 putter 3100 $0.45 $1,395.00
no logo
Winner Golf
15-1011 A 1500 $6.20 $9,300.00
Tornado
15-1032 H jr Tube/Quiv 4500 $7.25 $32,625.00
15-1032 H adult stay 1000 $19.50 $19,500.00
15-1032 H 9.5 in staff 200 $52.00 $10,400.00
15-1032 XX xx Tube/Quiv 650 $6.75 $4,387.50
15-1033 H jr Tube/Quiv 3500 $7.25 $25,375.00
15-1033 H adult stay 2000 $19.50 $39,000.00
15-1033 H 95 in staff 50 $52.00 $2,600.00
15-1033 XX xx Quiv 400 $6.75 $2,700.00
16
P. 0. # Vendor Item Quantity Cost Total Cost
(per item)
Vitality
We believe that HH is already purchasing all SC2 iron sets
17
P. 0. # Vendor Item Quantity Cost Total Cost
(per item)
Rapport
10-1064 65 gram shaft 5870 $4.90 $28,763.00
10-1064 78 gram shaft 4215 $4.10 $17,281.50
10-1065 TE 78 gram shaft 2175 $4.10 $8,917.50
Pacific
HH has received all purchase orders placed by Outlook with Pacific. HH has also
received outlook's advice regarding negotiating with this vendor. HH has also
agreed to pay off the debt detailed as Exhibit B to this Agreement.
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