Adams Golf Inc Sample Contracts

Adams Golf Inc – CERTIFICATE OF INCORPORATION OF ADAMS GOLF, INC. (June 1st, 2012)

The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

Adams Golf Inc – BYLAWS OF ADAMS GOLF, INC., a Delaware corporation (June 1st, 2012)

An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen (13) months of the last annual meeting of stockholders or, if no such meeting has been held, the date of incorporation.

Adams Golf Inc – EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN MR. BARNEY ADAMS AND ADAMS GOLF (April 30th, 2012)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) shall be effective as of the last date of the parties below to sign and is between Adams Golf, Inc. and its subsidiaries with a principal place of business at 2801 East Plano Parkway, Plano, Texas (collectively, the “Company”), and Mr. Barney Adams (the “Chairman”).

Adams Golf Inc – IRREVOCABLE PROXY (March 20th, 2012)

This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for Stockholder’s performance under, the Voting Agreement, dated as of the date hereof, between Parent and the Stockholder (the “Voting Agreement”), and is granted in consideration of Parent entering into the Agreement and Plan of Merger, dated as of the date hereof, among Parent, Apple Tree Acquisition Corp., a wholly-owned subsidiary of Parent, and the Company (as it may be amended from time to time, the “Merger Agreement”). This proxy will terminate on the Termination Date (as defined in the Voting Agreement). Capitalized terms used in this Proxy and not defined in this Proxy have the meanings set forth in the Voting Agreement.

Adams Golf Inc – VOTING AGREEMENT (March 19th, 2012)

This Voting Agreement (“Agreement”) is entered into as of March 18, 2012, by and between Taylor Made Golf Company, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of Adams Golf, Inc., a Delaware corporation (the “Company”).

Adams Golf Inc – VOTING AGREEMENT (March 19th, 2012)

This Voting Agreement (“Agreement”) is entered into as of March 18, 2012, by and between Taylor Made Golf Company, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of Adams Golf, Inc., a Delaware corporation (the “Company”).

Adams Golf Inc – AGREEMENT AND PLAN OF MERGER by and among TAYLOR MADE GOLF COMPANY, INC., APPLE TREE ACQUISITION CORP. and ADAMS GOLF, INC. dated as of March 18, 2012 (March 19th, 2012)

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of March 18, 2012, by and among Taylor Made Golf Company, Inc., a Delaware corporation ("Parent"); Apple Tree Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Adams Golf, Inc., a Delaware corporation (the "Company").

Adams Golf Inc – COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE (March 6th, 2012)

This Compromise Settlement Agreement and Mutual Release (the “Agreement’) is made by and between Adams Golf, Inc. (“Adams Golf”) and Zurich American Insurance Company (“ZAIC”) (collectively, the “Parties”).

Adams Golf Inc – SEPARATION AGREEMENT AND RELEASE (February 28th, 2012)

This Separation Agreement and Release (“Agreement”) is entered into by Oliver Brewer (“Executive”) and Adams Golf, Inc. and its subsidiaries with its principal place of business at 2801 East Plano Parkway, Plano, Texas (collectively referred to as the “Company”) as of February 29, 2012.  The Company and Executive are referred to as the “Parties.”

Adams Golf Inc – BILL OF SALE (May 3rd, 2011)

The undersigned, David E. Lewis (“Trustee”), in his capacity as Chapter 7 trustee of the bankruptcy estate of Progear Holdings, Inc. (“Debtor”), Case No. 10-39213 SBB pending in the United States Bankruptcy Court for the District of Colorado (“Bankruptcy Court”), for $1,500,000 and other good and valuable consideration and pursuant to the ORDER GRANTING TRUSTEE’S COMBINED MOTION FOR: (1) AUTHORITY TO SELL PERSONAL PROPERTY OF THE ESTATE AT AUCTION FREE AND CLEAR OF LIENS; (2) EMPLOY HERITAGE GLOBAL PARTNERS, AUCTIONEER; (3) REIMBURSE AUCTIONEER FOR EXPENSES UP TO $20,000 AND APPROVE COMPENSATION FOR AUCTIONEER; (4) APPROVE AUCTION PROCEDURES; (5) AUTHORITY TO PAY CERTAIN PROCEEDS TO HOLDER OF SECURED CLAIM; AND (6) SUSPEND 14 DAY STAY UNDER FED.R.BANKR.P. 6004(h) entered on January 13, 2011 entered pursuant to Section 363 of the Bankruptcy Code (the “Order”), hereby sells, conveys and transfers to Adams Golf, Ltd. (“Buyer”) to have and to hold, free and clear of all liens, encumbrances

Adams Golf Inc – AGREEMENT BETWEEN EXECUTIVE AND (March 2nd, 2011)

THIS AGREEMENT (the “Agreement”) is made and entered into by and between Adams Golf Management Corp, a Delaware corporation (the “Employer”), and the Chief Financial Officer, Pamela High (the “Executive”).

Adams Golf Inc – IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE (March 9th, 2010)

THIS STIPULATION OF SETTLEMENT (“Stipulation”) is entered into this 9th day of December, 2009 (the “Execution Date”) by and among Plaintiffs Todd Tonore, F. Kenneth Shockley, John Morrash and Patricia Craus (“Plaintiffs”) on behalf of a class as defined herein of  persons who made purchases in or traceable to Adams Golf Inc.’s (“Adams Golf”) initial public offering (“IPO”), and Defendants, Adams Golf, B. H. Adams, Darl P. Hatfield, Richard Murtland, Paul F. Brown, Roland E. Casati, Finis F. Conner and Stephen R. Patchin (collectively, “Adams Golf Defendants”), Lehman Brothers Holdings, Inc. (“LBHI”), Lehman Brothers Inc. (“LBI”) (an unnamed party to the Action), Nationsbanc Montgomery Securities, LLC (now Banc of America Securities, LLC) and Ferris, Baker Watts, Inc. (now RBC Capital Markets Corporation) (collectively, “Underwriter Defendants”) (collectively, with the Adams Golf Defendants, “Defendants”).

Adams Golf Inc – AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (November 6th, 2009)

THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT is entered into as of the date signed by the parties below by and between Adams Golf, Inc. and its subsidiaries (the "Company") and Mr. Oliver Brewer (the "Executive");

Adams Golf Inc – SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (August 5th, 2009)

THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Agreement”), dated as of June 17, 2009 among ADAMS GOLF, INC., a Delaware corporation, ADAMS GOLF HOLDING CORP., a Delaware corporation, ADAMS GOLF GP CORP., a Delaware corporation, ADAMS GOLF, LTD., a Texas limited partnership, ADAMS GOLF IP, L.P., a Delaware limited partnership, ADAMS GOLF MANAGEMENT CORP., a Delaware corporation, WGU, LLC, a Texas limited liability company (hereinafter the “Borrowers”) and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association) (the “Bank”);

Adams Golf Inc – NEWS RELEASE FOR IMMEDIATE RELEASE (May 13th, 2009)

PLANO, TEXAS, May 13, 2009 — Adams Golf (NasdaqCM:ADGF) today reported net sales of $23.5 million for the three months ended March 31, 2009, as compared to $28.0 million for the three months ended March 31, 2008, a decrease of 16% year-over-year. The Company had net income of $0.4 million, or $0.05 per fully diluted share, for the first quarter 2009, as compared to net income of $0.8 million, or $0.11 per fully diluted share, for the comparable period of 2008.

Adams Golf Inc – EXECUTIVE EMPLOYMENT AGREEMENT (May 13th, 2009)

THIS AGREEMENT (the "Agreement") entered into as of the date signed by the parties below by and between Adams Golf, Inc. and its subsidiaries with its principal place of business at 2801 East Plano Parkway, Plano, Texas (the "Company") and Mr. Oliver Brewer (the "Executive");

Adams Golf Inc – EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN MR. BARNEY ADAMS AND ADAMS GOLF (January 13th, 2009)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) shall be effective on the 1st day of January, 2009 (the “Effective Date”), by and between Adams Golf, Inc. and its subsidiaries with its principal place of business at 2801 East Plano Parkway, Plano, Texas (collectively, the “Company”), and Mr. Barney Adams (the “Chairman”).

Adams Golf Inc – NEWS RELEASE FOR IMMEDIATE RELEASE (November 12th, 2008)

PLANO, TEXAS, November 12, 2008 — Adams Golf, Inc. (NasdaqCM:ADGF) today reported net sales of $17.7 million for the third quarter ended September 30, 2008 compared to $18.9 million for the comparable period of 2007, a decrease of 6%. The Company reported net loss of $1.2 million, or $0.18 per diluted share for the third quarter ended September 30, 2008 compared to net loss of $0.3 million, or $0.05 per diluted share for the comparable period of 2007. In the third quarter of 2007, we benefited from the receipt of a $0.5 million one-time breakup fee received in connection with a potential purchase of a competitive golf brand.

Adams Golf Inc – NEWS RELEASE FOR IMMEDIATE RELEASE (August 4th, 2008)

PLANO, TEXAS, August 4, 2008 — Adams Golf (NasdaqCM:ADGF) today reported net sales of $33.3 million for the second quarter ended June 30, 2008 compared to $30.4 million for the comparable period of 2007, a gain of 9%. The Company also reported net income of $1.6 million, or $0.21 per diluted share, for the second quarter ended June 30, 2008, compared to net income of $2.5 million, or $0.33 per diluted share, for the comparable period of 2007.

Adams Golf Inc – NEWS RELEASE FOR IMMEDIATE RELEASE (July 15th, 2008)

PLANO, TEXAS, July 15, 2008 – Adams Golf (NasdaqCM:ADGF) today announced that it expects its second quarter revenues to grow 6-10% from the $30.4 million it recorded in the second quarter of 2007. The Company expects to file its second quarter Form 10-Q on August 4, 2008 and host a live conference call to discuss its financial results on August 5, 2008.

Adams Golf Inc – LEASE CLP PROPERTIES TEXAS, L.P., Landlord, and ADAMS GOLF, INC., Tenant (April 15th, 2008)

The Reference Pages information is incorporated into and made a part of the Lease. In the event of any conflict between any Reference Pages information and the Lease, the Lease shall control. This Lease includes Exhibits A through E, all of which are made a part of this Lease.

Adams Golf Inc – NEWS RELEASE FOR IMMEDIATE RELEASE (March 12th, 2008)

PLANO, TEXAS, March 11, 2008 – Adams Golf (OTCBB:ADGF) today reported record net sales of $94.6 million for the year ended December 31, 2007, compared to $76.0 million for the year ended December 31, 2006, a gain of 24% year-over-year. The Company reported net income of $9.4 million, or $1.32 per fully diluted share (adjusted for the February 19, 2008 1-for-4 reverse split) for 2007, compared to net income of $9.0 million, or $1.24 per fully diluted share (split adjusted) for 2006. In 2007, the Company benefited from the recording of a deferred tax asset of $4.8 million, which brings the Company’s total deferred tax asset on its balance sheet to $10.2 million. In 2006, the Company benefited from the recording of a deferred tax asset of $5.4 million.

Adams Golf Inc – LEASE AGREEMENT (March 11th, 2008)

That portion of the Building, containing approximately 52,983 rentable square feet, as determined by Landlord, as shown on Exhibit A.

Adams Golf Inc – EXECUTIVE EMPLOYMENT AGREEMENT1 (March 11th, 2008)

THIS AGREEMENT (the "Agreement") entered into as of the date signed by the parties below by and between Adams Golf, Inc. and its subsidiaries with its principal place of business at 2801 East Plano Parkway, Plano, Texas (the "Company") and Mr. Oliver Brewer (the "Executive");

Adams Golf Inc – NEWS RELEASE (February 12th, 2008)

This press release contains “forward-looking statements” made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The statements include, but are not limited to, statements regarding using terminology such as “may,” “expect,” “intend,” “hopes,” “estimate,” “anticipate,” “plan,” “seek,” “feel,” “continued,” “continue” or “believe.” Such statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions related to certain factors including, without limitation, the following: stockholder approval of the reverse stock split, the ability of the Company to satisfy the initial listing bid price requirement, Nasdaq approval of the listing, increased investor audience, interest or valuation, and events and other factors detailed under “Risk Factors” in our Securities and Exchange Commission filings. These filings can be obtained by visiting the corporate governance section of ou

Adams Golf Inc – LOAN AND SECURITY AGREEMENT among ADAMS GOLF, INC., ADAMS GOLF HOLDING CORP., ADAMS GOLF GP CORP., ADAMS GOLF, LTD., ADAMS GOLF IP, L.P., ADAMS GOLF MANAGEMENT CORP., and WGU, LLC (each a “Borrower” and collectively, “Borrowers”) and WACHOVIA BANK, NATIONAL ASSOCIATION “Bank” Dated: November ___, 2007 (November 19th, 2007)

THIS LOAN AND SECURITY AGREEMENT (the “Agreement”), dated as of November ___, 2007 between ADAMS GOLF, INC., a Delaware corporation (the “Company”), ADAMS GOLF HOLDING CORP., a Delaware corporation, ADAMS GOLF GP CORP., a Delaware corporation, ADAMS GOLF, LTD., a Texas limited partnership, ADAMS GOLF IP, L.P., a Delaware limited partnership, ADAMS GOLF MANAGEMENT CORP., a Delaware corporation and WGU, LLC, a Texas limited liability company (each a “Borrower” and together with the Company, “Borrowers”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “Bank”);

Adams Golf Inc – REVOLVER NOTE (November 19th, 2007)

FOR VALUE RECEIVED, the undersigned (“Borrowers”) promise to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION (“Bank”) at the place and times provided in the Agreement referred to below, the principal amount of all Revolver Loans made by Bank from time to time pursuant to that certain Loan and Security Agreement dated as of November [___], 2007 (as amended, restated or otherwise modified, the “Agreement”) by and between Borrowers and Bank. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Agreement.

Adams Golf Inc – NEWS RELEASE (November 16th, 2007)

PLANO, TEXAS, November 16, 2007 — Adams Golf, Inc. (OTCBB:ADGO) today announced that it intends to apply for listing on The NASDAQ Capital Market. The Company believes that it meets all NASDAQ Capital Market listing requirements, except for bid price, and plans to seek stockholder approval of a 1 for 4 reverse stock split at a special meeting of stockholders for purposes of satisfying the initial listing bid price requirement.

Adams Golf Inc – NEWS RELEASE FOR IMMEDIATE RELEASE (November 6th, 2007)

This press release contains "forward-looking statements" made under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The statements include, but are not limited to statements regarding our ability to continue manufacturing products that are commercially acceptable to consumers, statements which may imply past performance as an indicator of future trends, and statements using terminology such as "may," "expect," "intend," "estimate," "anticipate," "plan," "seek," "continued," "continue" or "believe." Such statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions related to certain factors including, without limitation, the following: risks relating to product development; risks that past performance may not be an accurate indicator of future trends; risks that products may not meet with approval and conform to governing body regulations; assembly difficulties; com

Adams Golf Inc – NEWS RELEASE FOR IMMEDIATE RELEASE (November 6th, 2007)

PLANO, TEXAS, November 6, 2007 - Adams Golf, Inc. (OTCBB:ADGO) today reported that on November 2, 2007, Stephen R. Patchin and Paul F. Brown, Jr. each resigned as a director of the Company. On November 5, 2007, Adams Golf elected John M. Gregory and Joseph R. Gregory as directors to fill the board positions vacated by Messrs. Patchin and Brown.

Adams Golf Inc – EXECUTIVE CHANGE OF CONTROL AND SEVERANCE AGREEMENT (August 8th, 2007)

THIS AGREEMENT (the "Agreement") is made and entered into as of this 15th day of May, 2007 by and between Adams Golf Management Corp, a Delaware corporation, and the corporation's Chief Financial Officer , Eric Logan (the "Executive"). Adams Golf Management Corp. is sometimes referred to herein as the "Employer".

Adams Golf Inc – NEWS RELEASE (August 8th, 2007)

This press release contains “forward-looking statements” made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The statements include, but are not limited to statements regarding our ability to continue manufacturing products that are commercially acceptable to consumers, statements which may imply past performance as an indicator of future trends, and statements using terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “seek,” “continued” or “believe.” Such statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions related to certain factors including, without limitation, the following: risks relating to product development; risks that past performance may not be an accurate indicator of future trends; risks that products may not meet with approval and conform to governing body regulations; assembly difficulties; competin

Adams Golf Inc – [ADAMS GOLF LOGO] NEWS RELEASE FOR IMMEDIATE RELEASE Adams Golf Announces Results for First Quarter 2007 PLANO, TEXAS, May 9, 2007 - Adams Golf (OTCBB:ADGO) today reported record net sales of $27.8 million for the first quarter ended March 31, 2007 as compared to $22.3 million in the comparable period of 2006, a gain of 25% year over year. The Company's $27.8MM in net sales for the first quarter represents its largest first quarter net sales figure since the Company went public in 1998. The Company reported net income of $3.8 million, or $0.12 fully diluted per share for the first quarter ende (May 10th, 2007)

March 31, December 31, 2007 2006 ------------ ------------ (unaudited) Current assets: Cash and cash equivalents $ 3,424 $ 9,472 Trade receivables, net of allowance for doubtful accounts of $706 (unaudited) and $702 in 2007 and 2006, respectively 27,029 13,553 Inventories, net 25,207 24,651 Prepaid expenses 924 686 Other current assets 1,367

Adams Golf Inc – ASSET PURCHASE AGREEMENT by and among WGU, LLC (“Purchaser”) and WOMEN’S GOLF UNLIMITED, INC. (“Seller”) Dated as of December 15, 2006 Confidential Treatment Requested. Confidential Material in this document has been redacted and filed separately with the Commission. (March 14th, 2007)

This ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of December 15, 2006, by and among WGU, LLC, a Texas limited liability company (“Purchaser”), and WOMEN’S GOLF UNLIMITED, INC., a New Jersey corporation (“Seller”), and, solely for the purposes of Section 10.16 of this Agreement, ADAMS GOLF LTD. a Texas Limited Partnership (“Purchaser Parent”).

Adams Golf Inc – [LOGO OF ADAMS GOLF, INC.] NEWS RELEASE FOR IMMEDIATE RELEASE Adams Golf Reports Fourth Quarter and Year End 2006 Financial Results PLANO, TEXAS, March 14, 2007 - Adams Golf (OTCBB:ADGO) today reported net sales of $13.1 million for its fourth quarter ended December 31, 2006, as compared to $9.7 million in the comparable period of 2005. The Company reported net income of $4.4 million, or $0.15 per fully diluted share for the fourth quarter ended December 31, 2006, as compared to a net loss of $1.0 million, or $0.04 per fully diluted share for the comparable period of 2005. In the 2006 fourth q (March 14th, 2007)