Management Agreement American Golf Corp Monarch Bay

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DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 (iii) Fees charged by a golf professional functioning as an independent contractor for the teaching of golf lessons and instruction to the extent the Facility operation does not receive revenue from such golf lessons (iv) Receipts in the form of refunds from, or the value of merchandise, supplies or equipment returned to, shippers, suppliers or manufacturers; (v) The amount of any gratuities paid or given by customers to Facility employees; (vi) Proceeds of insurance other than business interruption insurance or similar types of insurance; (vii) Any interest earned on any Owner provided bank account or funds; (viii) The actual uncollectible amount of any check or bank draft received as payments for goods or services and returned from a bank as being uncollectible; and (ix) The actual uncollectible amount of any sale of merchandise or services for which a credit card was accepted. Incentive Management Fee means an amount paid by Owner to Manager equal to twenty percent (20%) of the amount by which Net Operating Income for a given Operating Year exceeds $750,000. Legal Requirements means all laws, statutes, ordinances, orders, rules, regulations, permits, licenses, authorizations, directives and requirements of all governments and governmental authorities, which now or hereafter may be applicable to the Premises and the operation of the Premises. Operating Expenses means utilities; costs of purchasing Operating Inventory; Compensation and expenses of the management staff and other employees directly employed at the Facility; advertising and promotion; repairs; the rent payments for any leased maintenance equipment and golf carts; insurance premiums; the Base Management Fee, and all other expenses relating to the operation of the Facility and/or payable under the Annual Plan that would be expensed in accordance with GAAP, except as provided in the next paragraph. Operating Expenses shall not include principal and interest payments on any promissory note or other debt instrument and payments under a deed of trust or mortgage (if any); depreciation; amortization; costs incurred as a result of any assignment of this Agreement or sale of the Facility; income taxes paid or payable by Owner on the income from the Facility. Net Operating Income means Gross Revenues minus Operating Expenses. Operating Inventory means consumable items used in or held in storage for use in the operation of the Facility, including scorecards and cart tickets, driving range balls, professional Exhibit A - Definitions June 1, 2020 City of San Leandro and American Golf Corporation Page 2 of 3