SUPPORT AGREEMENTSupport Agreement • October 4th, 2016 • Ontario
Contract Type FiledOctober 4th, 2016 JurisdictionWHEREAS, this support agreement (the “Support Agreement”), dated as of September 13, 2016, sets out the agreement between Golfsmith International Holdings, Inc. (“Golfsmith Holdings” or the “Company”, together with its direct and indirect wholly-owned subsidiaries and Golf Town USA LLC, “Golfsmith”) and each of the other signatories hereto (each a “Supporting Noteholder” and collectively the “Supporting Noteholders”), whether as an original signatory or by executing a consent agreement in the form of Schedule C (a “Consent Agreement”), being a holder (a “Noteholder”) of 10.50% Senior Second Lien Notes due 2018 (the “Second Lien Notes”) (which Second Lien Notes are issued in the form of “Units” with each Unit consisting of $0.36 in principal amount of Second Lien Notes issued by Golfsmith Holdings and $0.64 in principal amount of Second Lien Notes issued by Golf Town Canada Inc.), regarding the principal aspects of a restructuring and recapitalization transaction (the “Restructuring Tra