EXCHANGE AGREEMENTExchange Agreement • August 15th, 2013 • Callaway Golf Co • Sporting & athletic goods, nec
(the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Preferred Stock (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with Callaway Golf Company (the “Company”) on August , 2013 whereby the Holders will exchange (the “Exchange”) the Company’s 7.50% Series B Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share and liquidation preference $100 per share (the “Preferred Stock”), for shares of the Company’s common stock, par value $.01 per share (the “Common Stock”).
