EX-10.10





 Exhibit 10.10 

TOPGOLF INTERNATIONAL, INC. 

NONQUALIFIED STOCK OPTION 

GRANT NOTICE 
 Topgolf International, Inc.
(the “Company”), hereby grants to the Participant named below a nonqualified stock option (the “Option”) to purchase any part or all of the number of shares of its Common Stock that are covered by this Option, as
specified below, at the exercise price per share specified below and upon the terms and subject to the conditions set forth in this Grant Notice and the Standard Terms and Conditions (the “Standard Terms and Conditions”) attached
hereto. This Option is not being granted pursuant to the Topgolf International, Inc. 2016 Stock Incentive Plan (the “Plan”), but rather is being granted outside the Plan. Nevertheless, the Option shall otherwise be treated as
if it had been granted pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and Conditions and the Plan. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. 

 

			
	Name of Participant:	  	WestRiver Management, LLC
		
	Grant Date:	  	October 18, 2016
		
	Number of Shares of Common Stock covered by Option:	  	350,000
		
	Exercise Price Per Share:	  	$9.00
		
	Expiration Date:	  	August 31, 2025
		
	Vesting Schedule:	  	87,500 shares subject to the Option are vested at grant. An additional 87,500 shares subject to the Option will vest on each of September 1, 2017, 2018 and 2019.

 This Option is not intended to qualify as an incentive stock option under Section 422 of the Code. By accepting this
Grant Notice, Participant acknowledges that he, she or it has received and read, and agrees that this Option shall be subject to, the terms of this Grant Notice, the Standard Terms and Conditions and (although not grant pursuant to the Plan), the
Plan. 
  

							
	TOPGOLF INTERNATIONAL, INC.	 		 	 /s/ Authorized Signatory

		 		 	For WestRiver Management, LLC


							
	By:	 	 /s/ William Davenport
	 		 	
	Name:	 	 William Davenport
	 		 	Address (please print):
	Title:	 	 CFO
	 		 	3720 Carillon Point, Kirkland WA 98033
		 		 		 	  

		 		 		 	  














 TOPGOLF INTERNATIONAL, INC. 

STANDARD TERMS AND CONDITIONS FOR 

NONQUALIFIED STOCK OPTIONS 
 These Standard
Terms and Conditions apply to the Options granted pursuant to the Topgolf International, Inc. 2016 Stock Incentive Plan (the “Plan”), which are identified as nonqualified stock options and are evidenced by a Grant Notice or an
action of the Committee that specifically refers to these Standard Terms and Conditions. The Standard Terms and Conditions apply even though the Option is granted outside of the Plan. In addition to these Terms and Conditions, the Option shall be
subject to the terms of the Plan, which are incorporated into these Standard Terms and Conditions by reference as if the Option had been granted pursuant to the Plan. Capitalized terms not otherwise defined herein shall have the meaning set forth in
the Plan. 
  

	1.	 Terms of Option 



Topgolf International, Inc. (the “Company”), has granted to the Participant named in the Grant Notice provided to said
Participant herewith (the “Grant Notice”) a nonqualified stock option (the “Option”) to purchase up to the number of shares of Common Stock set forth in the Grant Notice. The exercise price per share and the other terms
and conditions of the Option are set forth in the Grant Notice, these Standard Terms and Conditions (as amended from time to time), and the Plan. For purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the Company
shall include a reference to any Subsidiary. 
  

	2.	 Nonqualified Stock Option 



The Option is not intended to be an incentive stock option under Section 422 of the Code and will be interpreted accordingly. 

 

	3.	 Exercise of Option 



The Option shall not be exercisable as of the Grant Date set forth in the Grant Notice. After the Grant Date, to the extent not previously
exercised, and subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the Option shall be exercisable only to the extent it becomes vested, as described in the Grant Notice, to purchase up to that
number of shares of Common Stock as set forth in the Grant Notice, provided that (except as set forth in Section 4 below) the Participant continues providing services to the Company and does not experience a separation from
service. 
 To exercise the Option (or any part thereof), the Participant shall deliver to the Company a “Notice of
Exercise” in a form specified by the Committee, specifying the number of whole shares of Common Stock the Participant wishes to purchase and how the Participant’s shares of Common Stock should be registered. 

The exercise price (the “Exercise Price”) of the Option is set forth in the Grant Notice. The Company shall not be obligated
to issue any shares of Common Stock until the Participant shall have paid the total Exercise Price for that number of shares of Common Stock. The Exercise Price may be paid in Common Stock, cash or a combination thereof, including the delivery of
previously owned Common Stock, withholding of shares of Common Stock deliverable upon exercise of the Option (but only to the extent share withholding is made available to the Participant by the Company), or in such other manner as may be permitted
by the Committee. 
 Fractional shares may not be exercised. Shares of Common Stock will be issued as soon as practical after exercise.
Notwithstanding the above, the Company shall not be obligated to deliver any shares of Common Stock during any period when the Company determines that the exercisability of the Option or the delivery of shares of Common Stock hereunder would violate
any federal, state or other applicable laws. 













	4.	 Expiration of Option 



The Option shall expire and cease to be exercisable as of the earlier of (i) the Expiration Date set forth in the Grant Notice or
(ii) three (3) months following the Participant’s separation from service (provided, however, that if the Participant’s separation from service is by the Company for Cause, the entire Option, whether or not then vested and
exercisable, shall be immediately forfeited and canceled as of the date of such separation from service). 
  

	5.	 Restrictions on Resales of Shares Acquired Pursuant to Option Exercise 



 

	 	(a)	 The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the
timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any shares of Common Stock issued as a result of the exercise of the Option, including without limitation (i) restrictions under an insider
trading policy or pursuant to applicable law, (ii) restrictions designed to delay and/or coordinate the timing and manner of sales by the Participant and holders of other Company equity compensation arrangements, (iii) restrictions as to
the use of a specified brokerage firm for such resales or other transfers, (iv) provisions requiring Common Stock be sold on the open market or to the Company in order to satisfy tax withholding or other obligations and/or (v) mandatory
holding periods. 


  

	 	(b)	 Market Stand-Off. The Participant shall not, without the prior
written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act of 1933,
as amended (the “Securities Act”), on a registration statement on Form S-1 or Form S-3 and ending on the date specified by the Company and the managing
underwriter (such period not to exceed (i) one hundred eighty (180) days in the case of the Company’s first underwritten public offering of its Common Stock under the Securities Act (“IPO”), which period may be
extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen
(15) days of the expiration of the 180-day lockup period, or (ii) ninety (90) days in the case of any registration other than the IPO, which period may be extended upon the request of the managing
underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 90-day lockup period), (1) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise
transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock, including the Option, which is held immediately before the
effective date of the registration statement for such offering or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The Participant further agrees to execute such agreements as may be reasonably requested by the
underwriters in connection with such registration that are consistent with this Section 5(b) or that are necessary to give further effect thereto. In order to enforce the foregoing, the Participant agrees that the Company
may impose stop-transfer instructions with respect to any shares of Common Stock of the Participant (and transferees and assignees thereof) until the end of such restricted period. 



  
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	 	(c)	 Right of First Refusal. At all times prior to the Company’s IPO, before any shares of Common Stock
acquired by exercise of the Options (the “Option Shares”) held by the Participant or any permitted transferee (each, a “Holder”) may be sold, pledged, assigned, hypothecated, transferred, or otherwise disposed of
(including transfer by gift or operation of law and, collectively, “Transfer” or “Transferred”), the Company or its assignee(s) shall have a right of first refusal to purchase the Option Shares on the terms and
conditions set forth in this Section (the “Right of First Refusal”). 


  

	 	1.	 The Holder of the Option Shares shall deliver to the Company a written notice (the “Notice”)
stating: (i) the Holder’s bona fide intention to sell or otherwise Transfer such the Option Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of the Option
Shares to be Transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to Transfer the Option Shares (the “Offered Price”), and the Holder shall offer the
Option Shares at the Offered Price to the Company or its assignee(s). 


  

	 	2.	 Within fifteen (15) days after receipt of the Notice, the Company and/or its assignee(s) may elect in
writing to purchase all, but not less than all, of the Option Shares proposed to be Transferred to any one or more of the Proposed Transferees. The purchase price will be determined in accordance with subsection 5.C.3 below. 



 

	 	3.	 The purchase price (the “Purchase Price”) for the Option Shares repurchased under this Section
shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board or the Committee in good faith.



  

	 	4.	 Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by
check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof. 



 

	 	5.	 If all of the Option Shares proposed in the Notice to be transferred to a given Proposed Transferee are not
purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may, if and only as permitted under the Plan, sell or otherwise Transfer such Option Shares to that Proposed Transferee at the Offered Price or at a higher
price, provided that such sale or other Transfer is consummated within forty-five (45) days after the date of the Notice (or if later, the date of the proposed Transfer as set forth in the Notice) and provided further that any such sale or
other Transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Option Shares in the hands of such Proposed Transferee. If
the Option Shares described in the Notice are not Transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal as
provided herein before any Option Shares held by the Holder may be sold or otherwise Transferred. 


  

	 	6.	 Anything to the contrary contained in this Section notwithstanding, the Transfer of any or all of the Option
Shares during Participant’s lifetime or on Participant’s death by will or intestacy to Participant’s Immediate Family (as defined below) or a trust for the benefit of Participant’s Immediate Family shall be exempt from the Right
of First Refusal. As used herein, “Immediate Family” shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister or stepchild (whether or not adopted). In such case, the transferee or other recipient shall
receive and hold the Option Shares so Transferred subject to the provisions of this Section (including the Right of First Refusal), and there shall be no further Transfer of such Option Shares except in accordance with the terms of this Section.




  
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	 	(d)	 Voting Agreement. In the event that the grant of the Option causes the Participant to hold capital stock
of the Company constituting one percent (1%) or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon the exercise of or conversion of outstanding options, warrants, or
convertible securities, as if exercised and/or converted or exchanged), then as of the Grant Date, the Participant shall execute and agree to be bound by the terms of that certain Third Amended and Restated Voting Agreement dated February 19,
2016, as amended from time to time (the “Voting Agreement”), by executing an Adoption Agreement in the form attached to the Voting Agreement as Exhibit A. 



 

	 	(e)	 Right of First Refusal and Co-Sale Agreement. Upon any exercise
of this Option, the Participant shall execute and agree to be bound by the terms of that certain Second Amended and Restated Right of First Refusal and Co-Sale Agreement dated February 19 2016, as amended
from time to time, by executing a counterpart signature page thereto as an Investor (as defined thereunder). 


  

	6.	 Non-Transferability of Option 



Except as permitted by the Committee or as permitted under the Plan, the Participant may not assign or transfer the Option. The Company may
cancel the Participant’s Option if the Participant attempts to assign or transfer it in a manner inconsistent with this Section 6. 
  

	7.	 Other Agreements Superseded 



The Grant Notice, these Standard Terms and Conditions and the terms of the Plan incorporated herein constitute the entire understanding between
the Participant and the Company regarding the Option. Any other prior agreements, commitments or negotiations concerning the Option are superseded. 
  

	8.	 Limitation of Interest in Shares Subject to Option 



Neither the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant
shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved hereunder or subject to the Grant Notice or these Standard Terms and Conditions except as to such shares of Common Stock, if any, as shall
have been issued to such person upon exercise of the Option or any part of it. Nothing in the Grant Notice, these Standard Terms and Conditions or any other instrument shall confer upon the Participant any right to continue in the Company’s
service nor limit in any way the Company’s right to terminate the Participant’s service at any time for any reason. 
  

	9.	 No Liability of Company 



The Company, any Subsidiary or Affiliate which is in existence or hereafter comes into existence, the Board and the Committee shall not be
liable to a Participant or any other person as to: (a) the non-issuance or sale of shares of Common Stock as to which the Company has been unable to obtain from any regulatory body having jurisdiction the
authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares of Common Stock hereunder; and (b) any tax consequence expected, but not realized, by any Participant or other person due to the
receipt, exercise or settlement of any Award granted hereunder. 

  
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	10.	 Accredited Investor 



The Participant represents that he, she or it is an “Accredited Investor” as that term is defined in Regulation D under the
Securities Act of 1933, and that the Participant is an experienced andsophisticated investor and has such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of receiving the Option. The
Participant acknowledges and understands that the Option involves substantial risks and that the Participant is able to bear the economic risks of receiving the Option pursuant to the terms hereof, including the risk of the Option being or becoming
worthless. 
  

	11.	 General 


  

	 	(a)	 In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or
otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of these Standard Terms and
Conditions shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision. 


  

	 	(b)	 The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and
shall not constitute a part of these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect. 


  

	 	(c)	 These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and
their respective permitted heirs, beneficiaries, successors and assigns. 


  

	 	(d)	 These Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State
of Delaware, without regard to principles of conflicts of law. 


  

	 	(e)	 In the event of any conflict between the Grant Notice, these Standard Terms and Conditions and the Plan, the
Grant Notice and these Standard Terms and Conditions shall control. In the event of any conflict between the Grant Notice and these Standard Terms and Conditions, the Grant Notice shall control. 



 

	 	(f)	 All questions arising under these Standard Terms and Conditions shall be decided by the Committee in its total
and absolute discretion. 


  

	12.	 Electronic Delivery 



By executing the Grant Notice, the Participant hereby consents to the delivery of information (including, without limitation, information
required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, the Option and the Common Stock via Company web site or other electronic delivery. 

 

	13.	 Confidentiality of Agreement 



By executing the Grant Notice, the Participant agrees that he, she or it shall keep confidential all of the terms and conditions, including
amounts, in the Grant Notice and these Standard Terms and Conditions and shall not disclose them to any person other than the Participant’s spouse, the Participant’s legal or financial advisor, or governmental officials who seek such
information in the course of their official duties, unless compelled by law to do so. 

  
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