FRANCHISE AGREEMENT

This Franchise Agreement ("Agreement"), dated as ofthis L{:;fay of July, 2019 (the
"Effective Date"), is entered by and between Hakkasan Limited (Company Number 03488606), a
corporation formed under the laws of England and Wales, having its registered office at 3rd Floor Elsley
House, 24-30 Great Titchfield Street, London Wl W 8BF (the "Franchisor") and Al Khozama
Management Company, Ltd. (CR number 1010138906), a company duly incorporated under the laws
ofthe Kingdom of Saudi Arabia, having its registered office at Al Faisaliah Tower, Riyadh, Saudi Arabia
(the "Franchisee").

WHEREAS, the Franchisor owns and has the right to license the use ofthe Brand, the Concept
IP, the Marks and the Intellectual Property identified herein;

WHEREAS, the Franchisor and the Franchisee executed a Master Franchise Agreement dated 12
May 2016 (the "MFA") for the development and licensing of certain branded restaurants in the Tenitory;

WHEREAS, the Franchisor terminated the MFA for cause by conespondence dated 3 December
2018, and the Franchisee has acknowledged and does hereby accept the termination of the MFA in
accordance with Section 2 herein;

WHEREAS, despite the termination of the MFA, the Franchisee wishes to use the Brand, the
Concept IP, the Marks and the Intellectual Property in connection with the marketing, advertisement,
promotion and operation of a total of three (3) Branded Restaurants in the Territory;

WHEREAS, the Franchisor is willing to license the Brand, the Concept IP, the Marks and the
Intellectual Property to the Franchisee in the Tenitory on the terms and conditions set out in this
Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth
herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

1. DEFINITIONS.

"Accommodation" shall mean accommodation for executives, directors and key management of
Franchisor in a four or five-star hotel, and suitable accommodation for employees or representatives
(other than executives, directors and key management) of Franchisor, in connection with any visit by
Franchisor to the Territory in performance of any of Franchisor's obligations in connection with this
Agreement; provided however, that not more than three directors or key management, as the case may be,
shall travel in connection with any one visit, provided further that all accommodation expenses are pre-
approved by Franchisee, such approval not to be unreasonably conditioned, delayed or withheld.

"Additional Term" shall have the meaning set forth in Section 5.3 ofthis Agreement.

"Accrued Deficit" shall have the meaning set forth in Section 7.2 ofthis Agreement.

"Affiliate" shall mean, with respect to a specified Person, any Person that directly or indirectly
through one or more intermediaries Controls or is Controlled by or is under common Control with the
specified Person.

"Affiliated Companies" shall have the meaning set forth in Section 11.3 of this Agreement.

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"Ali Risk Insurance" shall have the meaning set forth in Section 11.1 of this Agreement.

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 "Annual Budget" shall have the meaning set forth in Section 16.1 ofthis Agreement.

"Annual Statements" shall have the meaning set forth in Section 16.3 ofthis Agreement.

"Applicable Law" shall mean any statute, subordinate legislation, treaty, regulation, ministerial
decree, directive, decision, by-law, circular, code, order, notice, demand, resolution, or judgment of any
Govemmental Authority applicable to, or affecting, the rights and obligations granted under this
Agreement.

"Approvals" shall mean all authorizations, licenses, zoning classifications, entitlements,

clearances, permits, variances, consents, non-objections, waivers, releases, visas, work permits, and any
other rights of a similar nature from any applicable Govemmental Authority.

"Approval Notice" shall mean a written notice from the Franchisor to the Franchisee that
signifies the Franchisor's approval to a Restaurant Opening Request.

"Arbitration Rules" shall have the meaning set forth în Section 24.3 ofthis Agreement.

"Arbitrator" shall have the meaning set forth în Section 24.3 of this Agreement.

"Books and Records" shall have the meaning set forth în Section 16.3 ofthis Agreement.

"Brand" shall mean "Yauatcha", as more particularly described in the Brand Manual.

"Brand Manual" means the Franchisor 's guidelines prescribing the permitted form and
manner în which the Brand and the Marks may be used (a copy ofwhich will be provided to Franchisee),
including any amendments or additions notified in writing by the Franchisor to the Franchisee from time
to time.

"Branded" shall mean using or bearing the Brand or the Marks as contemplated and în compliance
with this Agreement.

"Business Day" shall mean every official working day ofthe week în the Territory, except for any
recognized holiday in the Territory in which businesses are closed to the public.

"Business Interruption Insurance" shall have the meaning set forth în Section 11.1 of this
Agreement.

"Capital Improvement Reserve Account" shall have the meaning set forth in Section 14 of
this Agreement.

"Casualty" shall mean any earthquake, tomado, hurricane, fire, windsto11n, flood, act of god
or other event or cause that results in physical damage or destruction to the Premises or a Restaurant.

"Change of Control of the Franchisee" shall mean the occurrence of any of the following
after the Effective Date: (a) the transfer, on a cumulative basis, of fifty percent (50%) or more of the
effective control ofthe Franchisee or any Entity that directly or indirectly Controls Franchisee; (b) the
date which is ten (10) business days prior to the consummation of a complete liquidation or dissolution
of Franchisee (except, în the case of any dissolution of the Franchisee that is part of an intemal corporate
reorganization and where another solvent member of the Franchisee accepts financial responsibility for
the contractual obligations of this Agreement, shall not be deemed to trigger this provision); or (c) the
consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of
corporate transaction involving Franchisee or any Entity that directly or indirectly Controls Franchisee,
or the sale of all or substantially all of the assets of Franchisee or any Entity that directly or indirectly

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Controls Franchisee,

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which requires the approval of the voting security holders of Franchisee or any Entity that directly or
indirectly Controls Franchisee, whether for such transaction or the issuance of securities in the transaction
(a "Business Combination"), unless immediately following such Business Combination: (i) more than
fifty percent (50%) ofthe total voting power of (A) the entity resulting from such Business Combination
(the "Surviving Company"), or (B) if applicable, the ultimate parent entity that directly or indirectly has
beneficiai ownership of sufficient voting securities eligible to elect a majority of the members of the board
of directors (or the analogous governing body) of the Surviving Company (the "Parent Company"), is
owned or Controlled by the same persons that control the Franchisee as ofthe Effective Date hereof.

"Claims" means losses, damages, liabilities, claims, actions, judgments, settlements, interest,
awards, penalties, fines, costs, or expenses ofwhatever kind, including reasonable attorneys' fees and
costs.

"Competitor" has the meaning within the definition ofRestricted Restaurant Concept.

"Confidential Information" means any trade secrets and any information of a confidential
and/or proprietary nature, including, but not limited to, this Agreement, the Registered User Agreement,
a Site Specific Agreement, and all notices and communications thereto, and the following categories of
information, methods, techniques, procedures and knowledge developed or to be developed by the
Franchisor, its Affiliates, or developers and licensees developing and operating Branded restaurants: (a)
the Concept, Concept IP, Concept Property, Design Documents, Master Product List, Operations
Manual, Restaurant Standards, the Standard Operating Procedures, (b) customer and vendor lists, call
lists and other confidential customer and vendor data, including vendor and supplier contracts and prices
business records, information, concepts, systems and knowledge of and experience in the development
and operation of a Branded restaurant and Restaurant whether in paper or electronic form, (c) interna}
memoranda, notes, records, files and other confidential or technical data, information regarding any
pricing and any communication and/or infonnation exchanged that is designated as confidential or
classified or which ought reasonably to be considered confidential, (d) all internai financial info1mation
and reports including but not limited to: detailed financial statements, ledgers, special internai analysis,
business and plans, strategies, investments, finances, restaurant sales and guest counts, and any other
financial information not otherwise officially released to the public, and (e) any all bookkeeping and
accounting documents including but not limited to: checks, bank statements, invoices (sales and
purchases), books of original entry, payroll records, payroll information, employee salaries, benefits,
personnel files, insurance reports and related information.

"Concept" means the distinctive business format, method and system developed and implemented
by the Franchisor or its Affiliates in connection with the Concept Property or other Branded restaurant, bar
or lounge, including the theme, design and decor, which shall consist of, without limitation, (i) Operating
Supplies, food recipes, cocktail or mocktail recipes, menu content, food and dish preparations, and related
methods and strategies authored, invented, designed, developed and/or designated by Franchisor or its
Affiliates, (ii) all Branded materials, and all graphics and design of marketing materials, websites, menus,
drink, cocktail, mocktail and wine lists, wine-related newsletters, staff uniforms and bottle/bar placements,
(iii) interior design, appearance, layout and decor features (including all lighting fixtures, table fixtures
and furniture that are associated with the Concept Property or the Brand, such as the embroidered
banquettes and color schemes), (iv) the operational procedures (including, without limitation, sequence
of service, training materials, personnel administration, and policies and procedure manuals) authored,
invented, designed, developed and/or designated by Franchisor or its Affiliates, and (v) such other items
authored, invented, designed, developed and/or designated by Franchisor or its Affiliates from time to
time for use in the Concept Property or other Branded restaurant, bar or lounge.

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 "Concept IP" means all Intellectual Property in and to the Concept, including but not limited to
the Brand Manual.
"Concept Property" means the Yauatcha restaurant located at 15-17 Broadwick Street SoHo,
London, England, WlF ODL, which the Parties acknowledge forms the basis ofthe Design Documents
for the Riyadh Restaurant.
"Control" shall mean the ability of a Person to procure that the activities and business of another
Person are conducted in accordance with the wishes of that first Person, and such first Person shall be
deemed to have Control of another Person if it owns or is entitled to acquire 50 percent or more of the
equity or share capital (including the attached voting rights) of that other Person, or the right to receive
50 percent or more of the income of that other Person on any distribution by it of all of its income, or the
majority of its assets on a winding up, and the term "Controlled" shall be construed accordingly.
"Customer Data" shall mean all personally identifiable info1mation collected by Franchisee
regarding actual and prospective customers of a Restaurant and/or any other Franchisor products and
services.
"Data Protection Law" shall mean all Applicable Laws relating to the collection, processing,
storage and cross border transfer of personally identifiable inf01mation of data subjects, including
Directive 95/46/EC of24 October 1995, the U.S. Federal Trade Commission Act (15 U.S.C. §§41-58),
the U.S. CAN SPAM Act (15 U.S.C. §§7701-7713, 18 U.S.C. §1037), GDPR Articles 32 and 36
(namely, obligations regarding security of Processing, notification of a Personal Data Breach to the
appropriate authorities and customers, data protection impact assessments, and prior consultations), and
all similar Applicable Laws concerning the protection and treatment of personally identifiable
information.
"Design Documents" means all floor plans, preliminary plans, drawings, specifications,
electronic data, studies, models, surveys, sketches, redlines, shop drawings and similar materials
prepared by any Design Professional with respect to a Restaurant, including but not limited to layouts,
schematic design drawings, design development drawings, construction documents, interior design
drawings, specifications, the Final Plans and all iterations of any of the foregoing, whether created
during the concept design phase, the schematic design phase, the design development phase, the
constmction document phase or the construction contract administration phase.

"Design Guidelines" means, for each Restaurant, the set of design guidelines promulgated by
Franchisor, as amended from time to time, and agreed upon with Franchisee for the construction of the
Restaurant in conformance with the Concept Property, which guidelines shall include Franchisor-
mandated baseline specifications for FF&E, building aud finish materials, and equipment (audio visual,
kitchen equipment, tools, etc.) required for a Branded Restaurant in the Territory. With respect to a
Restaurant, any amendments to Design Guidelines that are promulgated by Franchisor after the date on
which the Preliminary Plans have been circulated to Franchisee will not be applicable to such Restaurant
unless agreed by the Franchisee, provided however, that Franchisee shall not unreasonably condition,
delay or withhold its consent to any amendment to the Design Guidelines that does not materially
increase the Development Budget or resuit in a delay in the schedule for a Restaurant. With respect to
mandated baseline specifications for FF&E, such specifications shall not require acquisition of any
single-source item unless agreed upon by Franchisee.

"Design Professional" means any architect, engineer, consultant, subconsultant or designer,

including any interior designer or landscape or hardscape architect, who is approved by Franchisor and
engaged by Franchisee to perform design work on a Restaurant.

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 "Designated Design Professional" shall have the meaning set forth 111 Section 3.8 of this
Agreement.

"Development Budget" shall have the meaning set forth in Section 3.4 ofthis Agreement.

"Dispute" shall have the meaning set forth in Section 24.3 of this Agreement.

"Eastern Province Long Stop Date" shall have the meaning set forth in Section 4.3.2 of this
Agreement.

"EBITDA" shall mean Gross Sales less all Operating Expenses, but before interest expenses,
taxes, depreciation and amortization.

"Entity" shall mean a general partnership, limited liability partnership, joint venture,
corporation, limited liability company, estate, trust, unincorporated organization or any other legal entity
of any kind.

"Executive Staff' means in relation to any Restaurant, the general manager, the restaurant
manager, the head chef, the dim sum head chef and the BBQ chef, all of whom shall be employees of,
and report to the Franchisee, but each of whom shall be selected by Franchisor and who shall comply
with the Franchisor's Quality Assurance Program directives.

"Final Plans" shall have the meaning set forth in Section 3.8 of this Agreement.

"Floor Plan" shall have the meaning set forth in Section 3.7 ofthis Agreement.

"FF&E" means all fumiture, fixtures and equipment, and interior and exterior signs, located at
or used in connection with a Restaurant, including without limitation: (a) all fumiture, fumishings, build-
in fumiture, carpeting, draperies, decorative millwork, decorative lighting, doors, cabinets, hardware,
partitions (but not permanent walls), televisions and other electronic equipment, interior plantings,
interior water features, artefacts and artwork, and interior and exterior graphics; (b) communications
equipment;
(c) all fixtures and specialized sound equipment; (d) telephone and call accounting systems; (e) point-of
sale accounting equipment, front and back office accounting, computer, duplicating systems and office
equipment; (f) cleaning and engineering equipment and tools; and (g) all the personal property and
similar items used in the operation of the Restaurant, excluding, however, any personal property which is
owned by Franchisee or contractors or used by any of them under any lease, license or similar agreement
between any of them with a third party (provided however, that any personal property which îs owned by
Franchisee or contractors which includes or incorporates any of the Brand or the Marks shall be subject
to the terms of Section 9).

"General Contractors" shall have the meaning set forth în Section 3.11 of this Agreement.

"Governmental Authority" or "Governmental Authorities" shall mean any domestic or

foreign federal, state or local govemmental body, including but not limited to any ministry, municipality,
department, fiscal tax or revenue body, commission, board, authority, regulatory body, association,
bureau, agency, court or other instrumentality having jurisdiction over the Parties or a Restaurant.

"Gross Sales" shall mean all revenues or income of every kind and nature în accordance with
IFRS that are generated, derived or accrued by Franchisee, in, and from, each Restaurant from all sales

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of food, beverages, goods, wares, merchandise, Branded Merchandise, gift cards and all services made
at, în, upon, about, through or from each Restaurant, directly or indirectly in connection with the
Restaurant

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(whether delivered from the Restaurant in satisfaction of orders therefore received away from the Restaurant,
delivered away from the Restaurant in satisfaction of orders received at the Restaurant, or delivered away
from the Restaurant in satisfaction of orders received away from the Restaurant but sold, transferred or
solicited with reference to the Restaurant), whether by cash, check, credit or otherwise, including, without
limitation, the menu price of complimentary food and beverages, insurance proceeds for loss of sales, profits
or business (such as business interruption, fidelity loss or cyber loss) and/or moneys paid in relation to, or in
compensation for lost profits or lost revenues in the event of appropriation, eminent domain or
condemnation affecting the Restaurant, as well as all revenues derived from internai or externai deliveries,
catering, and special event sales (including banquet services), and any sums or receipts derived from the
sale of meals to Staff, but excluding:

(i) the amount of any sales taxes, VAT or other similar taxes, charges or fees that the
Franchisee is required to, and does, collect from customers and remits to a
Governmental Authority;

(ii) gratuities paid directly to any staff allowed to accept or receive gratuities under
Applicable Law;

(iii) moneys from any bo1TOwings; and

(iv) proceeds from the sale of any FF&E or other capital assets of a Restaurant.

"IFRS" means the conventions, rules, procedures and practices, consistently applied, affecting
all aspects of recording and reporting financial transactions which are generally accepted by major
independent accounting firms applying IFRS standards at the time in question. Any financial or
accounting terms not otherwise defined herein shall be construed and applied according to IFRS
standards.

"lnfringement Claim" shall have the meaning set forth in Section 5.8.1 ofthis Agreement.

"lntellectual Property" shall mean all intellectual property owned, licensed or belonging to the
Franchisor or its Affiliates, including but not limited to any trademarks, trade secrets, distinctive marks,
symbols, logos, patents, trade colors, trade dress, trade names, copyrights, designs, goodwill and
licenses, whether registered, unregistered or capable of registration, which is used by the Franchisee in
association with the Restaurant. Without limiting the foregoing, Franchisee acknowledges that the
Concept, the Design Documents, the Brand, the Marks and the Brand Manual are included within the
definition of Intellectual Property owned, licensed or belonging to Franchisor or its Affiliates.

"lntellectual Property Rights" means any rights available under patent, copyright, trademark,
service mark, trade name, trade dress, product configuration, industrial design, or trade secret law or any
other statutory provision or common law doctrine with respect to designs, formulas, recipes, algorithms,
procedures, methods, techniques, ideas, know-how, programs, routines, subroutines, tools, inventions,
creations, improvements, works of authorship and other similar materials, and all recordings, graphs,
drawings, reports, analyses, other writings, now known or hereafter developed, and any other
embodiment of any of the foregoing, in any form whether or not specifically listed herein and in any
media now known or hereafter invented, which may subsist in any part ofthe world, for the full term of
such rights, including any extension to the term of such rights.

"lnterest Rate" shall mean eight percent (8.0%) per annum, provided that in no event shall the

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Interest Rate exceed the maximum rate permitted by Applicable Law.

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 "Jeddah Restaurant Long Stop Date" shall have the meaning set forth in Section 4.3.2 of this
Agreement.
"License" shall have the meaning set forth in Section 5.1 of this Agreement.

"License Fee" shall have the meaning set forth in Section 7.1 of this Agreement.

"Losses" shall mean any and all liabilities, obligations, losses, damages, penalties, costs,
expenses and disbursements of Franchisee or Franchisor as the case may be, including, without
limitation, all reasonable attomeys' fees and all other reasonable professional or consultants' expenses
incurred in investigating, preparing for, serving as a witness in, or defending against any Claims, but
excluding consequential, incidental damages or punitive damages as set forth in Section 24.2 (except to
the extent such damages are awarded to a third-party arising from a third-party claim for which
indemnification is required of a Party hereunder).
"MFA" shall have the meaning set forth in the recitals.
"Marks" shall mean those trademarks or service marks as depicted and set out in Exhibit 1 of
this Agreement.
"Master Product List" shall mean the product specification list provided to Franchisee by
Franchisor for a Restaurant, as amended from time to time, which identifies the name and specification
of the food, beverage, Operating Supplies, FF&E and other equipment and items required for the
operation of the applicable Restaurant in compliance with the Restaurant Standards, and which further
identifies Franchisor's preferred supplier for, and the estimated cost of such food, beverage, Operating
Supplies, FF&E and other equipment and items. The names and specifications set forth in the Master
Product List are indicative and will not specify, either directly or indirectly, any single source brand or
item without Franchisee's consent,provided however, that Franchisee acknowledges and agrees that
certain specifically agreed upon Operating Supplies, such as flatware and tableware, are custom
produced from a single source provider, and Franchisee has agreed to purchase such custom products
from a single source provider, provided that such items can be procured within the Development Budget
for such items.
"Minimum License Fee" shall have the meaning set forth in Section 7.2 ofthis Agreement.

"Monthly License Fee Minimum" shall have the meaning set forth in Section 7.2 of this
Agreement.
"Monthly Statements" shall have the meaning set f01ih in Section 16.3 ofthis Agreement.

"New Works" shall have the meaning set forth in Section 5.4 ofthis Agreement.

"Notice of Completion" shall have the meaning set forth in Section 3.13 of this Agreement.

"Occupancy Rate" means the percentage of the rentable floor space within a mall (excluding the
Restaurant) that is occupied by tenants that are open and operating to the public.
"Opening Date" shall have the meaning set forth in Section 4.2 ofthis Agreement.

"Operating Expenses" means all costs and expenses incurred directly in connection with the
operation of a Restaurant for such Operating Year in accordance with the approved Annual Budget.
Operating Expenses shall be calculated in accordance with IFRS and shall include, without limitation,
but without duplication, the following costs and expenses actually incurred in connection with the
operation of the Restaurant:

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1. cost of food;

2. cost of beverages, including mocktails, water and all other non-alcoholic beverages;

3. Payroll Expenses and all costs associated with employee training and relations;

4. advertising, marketing, public relations and promotion expenses for the Restaurant, and
the cost to prepare any material or other content relating to the Restaurant to he
incorporated or otherwise used in connection with the any advertising, marketing, public
relations and promotion for the Restaurant;

5. office expenses and supplies;

6. cost of internet access;

7. cost of Operating Supplies;

8. cost ofuniforms, linen and laundry;

9. cost of garbage removal, sanitation and pest control;

1O. cost of all utilities that separately metered to the Restaurant, and no others;

11. cost of local and long-distance telephone calls attributable to the operation of the
Restaurant;

12. cost of communications, including printing, stationary and postage attributable to the
operation of the Restaurant;

13. cash losses, including cash shortages, and theft, provided however, that any
corresponding insurance proceeds from business or fidelity loss shall he included within
the definition of Gross Sales;

14. cost of flowers and floral decorations obtained at the request of the Franchisee,
consistent with the Brand, the Concept or the Operating Standards;

15. Reimbursable Expenses incurred by the Franchisee after the Opening Date, but only to
the extent such Reimbursable Expenses have been reimbursed in full to Franchisee;

16. reasonable out-of-pocket legal, accounting and professional fees and expenses, in
accordance with the Annual Budget;

17. cost of decorations for the Restaurant;

18. cost of <lues and subscriptions for the Restaurant;

19. cost of obtaining and maintaining all Approvals for the operation of the Restaurant
(specifically excluding construction of the Restaurant), and any fines, penalties and
similar charges incurred in1 connection with, or arising out of any violations of any
Approvals or Applicable Law regarding the operation ofthe Restaurant;

20. cost of menus and beverage lists;

21. premiums on all insurance policies required to he maintained by Franchisor in connection

with this Agreement, together with any self-insured losses, self-insured retention
payments, deductibles and co-payments, provided however, that the premiums on

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 Franchisor maintained insurance policies shall he included (i) only to the extent
relating to or henefitting the Restaurant, and (ii) to the extent such insurance policy îs
not specific to the Restaurant, only the allocahle portion of such insurance policy to
the Restaurant shall he included, provided jurther, that notwithstanding anything to
the contrary in this Agreement, the reimhursement or non-reimhursement of any
insurance costs shall not alleviate, mitigate, modify, or otherwise supersede the Patiy's
indemnification ohligations set forth in this Agreement;

22. cost of music and entertainment for the Restaurant;

23. cost of any independent third-party payroll service, if utilized, provided that such cost is
fairly apportioned for the operation of the Restaurant;

24. reasonahle cost of Accommodations and Travel Costs for Franchisee's representatives
and management personnel to visit and oversee the operation of the Restaurant as
determined in the applicahle Approved Budget, hut not less than once annually for
inspection ofthe Restaurant to ensure compliance with Quality Assurance Standards
and Brand standards;

25. cost ofRoutine Repair Expenditures;

26. credits and refunds to customers, where the corresponding amount of such credits and
refunds has heen included in Gross Sales; and

27. any other cost or expense of the operation of the Restaurant that is generally included as
an operating expense of Branded Restaurants operated according to the Standm·d
Operating Procedures and the Restaurant Standards,

provided however, that Operating Expenses shall not include: (a) rent, additional rent, CAM
charges, Property Taxes, insurance or other similar expenses associated with the Restaurant or the
Premises;
(h) amortization or depreciation of the cost of capital expenditures and capital improvements to the
Restaurant or the Premises whether incun-ed prior to, or after the Opening Date; (c) land or huilding rental
or mortgage payrnents, including without limitation, any payments paid for lease, access or parking rights
to the Restaurant or the Premises; (d) facilities maintenance or central services fees charged hy the
Franchisor (or any third patiy acting on hehalf of the Franchisor) with respect to the Restaurant or the
Premises; (e) operating loss carry forward; (f) costs, fees or expenses associated with wire transfers or
cun-ency exchange; (g) income, capital or franchise taxes of a Party; (h) interest payahle on any hank credit
facility provided to fund Working Capital; (i) any development fees or License Fees; or G) the cost of
insurance (other than insurance required under this Agreement).

"Operations Manual" shall mean, collectively, all operating manuals (including menus and
recipes), training manuals, copy guidelines and all accompanying workhooks in any format (including
by not limited to paper, hooks, hinders, videos, CD-ROM aud other electronic formats) developed by
Franchisor, or a third party as approved hy Franchisor, to reflect the Concept and to implement the
Standard Operating Procedures, as amended, supplemented or otherwise modified from time to time hy
Franchisor in its sole discretion, including any rules, regulations and guidance notes to he followed hy
Franchisee in the operation of a Restaurant.

"Operating Supplies" shall mean all china, glassware, silverware, flatware, tableware, linens,
towels, uniforms, operating equipment and consumahle items, as descrihed in the Master Product List or
otherwise generally utilized in Branded Restaurants, which are used in, or held in storage for use in the
operation of a Restaurant in accordance with the requirements of this Agreement.

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 "Operating Year" shall mean a twelve (12) month calendar year period beginning on January 1
and ending on December 31.

"Original Sum" shall have the meaning set fo11h in Section 7.4 ofthis Agreement.

"Party" shall mean a Franchisor or Franchisee, which are collectively referred to as the "Parties".

"Payroll Expenses" shall mean all expenses associated with the compensation of the staff for the
operation of the Restaurant, including, without limitation, gross salary, wages, minimum wages, overtime
expenses, holiday pay, raises, bonuses, social security taxes, unemployment insurance, expenses associated
with the maintenance of employee benefit plaas, if any, and any other employment-related claim, whether
sounding in contract or tort, and all comi costs and legal fees incurred in defending such claims.

"Plans" shall have the meaning set forth in Section 3.8 of this Agreement.

"Person" shall mean an individual or association of individuals, trustee, executor or other Entity.

"Personnel" shall have the meaning set forth in Section 20.2 of this Agreement.

"POS System" shall have the meaning set forth in Section 16.3 of this Agreement.

"Preliminary Plans" shall have the meaning set forth in Section 3.7 ofthis Agreement.

"Premises" shall mean the site location approved by the Franchisor for a Restaurant.

"Pre-Opening Budget" shall mean the budget approved by the Parties for all Pre-Opening
Expenses that Franchisor and Franchisee determine are necessary or appropriate for opening the
Restaurants by their respective Target Opening Dates in compliance with the Concept, the Standard
Operating Procedures and the Restaurant Standards.

"Pre-Opening Expenses" shall mean all of the expenses incurred within the Pre-Opening Budget or
approved by Franchisee, including, without limitation: (a) all out-of-pocket expenses incurred by Franchisor
or any of its respective Affiliates in performing Pre-Opening Services; (b) expenses of business
ente1iainment, salary compensation, benefits, expenses and related taxes incurred for the Executive Staff
during the Pre Opening Period; (c) the cost of recruitment and training and related expenses for all staff; (d)
the cost of pre opening sales, marketing, advertising, promotion and publicity; (e) the cost of obtaining all
necessary Approvals for the Restaurants, the staff and Franchisor; (t) the reasonable fees of lawyers and other
consultants; and (g) any other pre-opening cost or expense agreed upon in writing by Franchisee and
Franchisor.

"Pre-Opening Period" shall mean the period from the Approval Notice until the Opening Date
of a Restaurant.

"Pre-Opening Services" shall mean the services to be provided by Franchisor during the Pre-
Opening Period.

"Quality Assurance Program" shall have the meaning set forth in Section 12.2 ofthis Agreement.

"Quarterly Statements" shall have t11e meaning set out in Section 16.3 of this Agreement.

"Recipient" shall have the meaning set out in Section 20.5 ofthis Agreement.

"Region" shall mean the geographical confines of the city of Riyadh, the city of Jeddah or the
Eastem Province of the Kingdom of Saudi Arabia, as the context requires, as such geographical con:fines
exist on the Effective Date.

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 "Registered User Agreement" shall have the meaning set forth in Section 5.4 of this Agreement.

"Reimbursable Expenses" shall mean the reasonable out-of-pocket costs (with no mark-up or
profit to Franchisor) incurred by Franchisor with respect to the operation of the Restaurants or in perfmming
its services under this Agreement, including without limitation: (i) the reasonable Travel Costs,
Accommodation and other related out-of-pocket costs, as well as any other reasonable out-of-pocket costs
incurred by Franchisor with respect to the development, Pre-Opening Services, and operation of the
Restaurants, (ii) the hourly rate of any of Franchisor's employees requested by Franchisee to assist with
services other than the development, Pre-Opening Services, and operation of the Restaurants, (iii) the amount
of any Pre-Opening Expense advanced or fronted by Franchisor, (iv) the costs of any blue prints, and any
fees payable to Franchisor's designer required in order to use any plans or designs for which Franchisor's
designer is entitled to payment for use of such plans or designs, and (v) the reasonable out-of-pocket costs
incurred by Franchisor with respect to the promotion, marketing or operation of the Restaurants. To qualify
as Reimbursable Expenses, expenses shall he accompanied by original receipts or copies thereof, and shall
he within the budgets for such items as set forth in the Pre-Opening Budget or Development Budget, as
applicable.

"Restaurant" shall mean the Yauatcha Restaurant currently under construction in the Al
Faisaliah Mall in Riyadh, Kingdom of Saudi Arabia, and each additional restaurant opened pursuant to
this Agreement following an Approval Notice from the Franchisor.

"Restaurant Information" shall mean, in relation to each Restaurant, the specific location of
the proposed Restaurant, details of the proposed location of the Restaurant (which shall include, but not
he limited to, the square footage of the Premises, and the names and details of any restaurants within
fifteen
(15) miles of the Premises that are likely to compete with the Restaurant), and evidence of Franchisee's
ownership of, or exclusive leasehold over the location of the Restaurant.

"Restaurant Opening Request" shall mean a request in writing from the Franchisee to the
Franchisor proposing the opening of a Restaurant in accordance with the requirements of this Agreement.

"Restaurant Standards" shall mean the quality of the food, beverages, design, decor, tableware,
finishes, FF&E, Operating Supplies, operation and management in a manner substantially consistent with
the first-class standards of the Concept Property, but having regard to the practices and Applicable Lawin
the Territory.

"Restricted Restaurant Concept" shall include: (1) any Chinese or Cantonese style restaurant
in which a majority ofthe menu consists of dim sum or dumpling offerings, or in which dim sum or
dumpling offerings are prominently featured in marketing or advertising for such restaurant; and (2)
direct competitors of Yauatcha (defined to include China Tang, Din Tai Fung, Royal China Club, Red
Farm, Hutong, Bun House, Baozilnn, Pearl Liang, Park Chinois, Ugly Dumpling, Shikumem and Min
Jiang (each a "Competitor"), or any new dim sum or dumpling concept created by the owner or
developer of any foregoing Competitor).

"Riyadh Restaurant" shall have the meaning set forth in Section 3.1 of this Agreement.

"Riyadh Restaurant Long Stop Date" shall have the meaning set forth in Section 4.3.1 of this
Agreement.

"Routine Repair Expenditures" sha11 have the meaning set forth in Section 13.

"Site Specific Agreement" shall mean an agreement in form and substance agreed upon and
entered into by the Parties, if and when required, which sets out their understanding in relation to any issues
specific to the proposed location of a Restaurant, which have not been covered in this Agreement.

2
 "Standard Operating Procedures" shall mean those policies, procedures, standards,
specifications, controls, systems, guides, and other distinguishing elements, or characteristics,
including, but not limited to, employee uniforms, signs, menus, service methods, food and beverage
prices, recipes and related items, building design specifications, table top and small ware items, interior
building layouts (including equipment, equipment specifications and layouts and interior colour
schemes and combinations) and the associated reputation and goodwill generated thereby, which
Franchisor, and/or its Affiliates have developed or continue to develop în connection with the operation
and management of restaurants, bars and lounges using the Concept or operating under the Brand, each
as they exist today or as they may from time to time be reasonably modified by Franchisor, whether as
set out în the Operations Manual or by Franchisor în writing.

"Summary Agreement" shall mean a short form version ofthis Agreementprepared by

Franchisor (including the Registered User Agreement), which shall contain the minimum terms and
conditions necessary for registration under Applicable Law, and which shall be subordinate to this
Agreement, such that any conflict between this Agreement and the Summary Agreement will be
resolved in favor of this Agreement.

"Term" shall have the meaning set forth în Section 5.3 of this Agreement.

"Termination Threshold" shall mean, staiting after the end of third Operating Year, that either:
(a) the EBITDA of a Restaurant is less than 80% of the projected EBITDA în the approved Annual
Budget for the Restaurant; or (b) the EBITDA of a Restaurant is less than 10% of the Gross Sales for
the Restaurant; in two consecutive Operating Years.

"Territory" shall mean the geographical confines of the Kingdom of Saudi Arabia, as its
geographical confines exist on the Effective Date.

"Travel Costs" shall mean the cost of all travel în either business class or first class, whether
by way of flights or other means of transportation for executives, directors and key management
personnel of Franchisor, and suitable travel, whether by way of flights or other means of transportation
for employees or representatives (other than executives, directors and key management personnel) of
Franchisor, in connection with any visit by Franchisor to the Territory in performance of any
ofFranchisor's obligations in connection with this Agreement, as pre-approved by Franchisee, such
approval not to be unreasonably conditioned, delayed or withheld.

"VAT" shall mean value added tax as provided for in any primary or subordinate legislation in the
Territory, as amended, modified or re-enacted (whether before or after the date of this Agreement) by any
official body or agency in the Territory, and any equivalent or similar value added, sales, consumption or
tumover tax imposed, or introduced în addition to the foregoing, in any country whether within the Territo1y
or elsewhere in the world that applies to the transactions contemplated in this Agreement.

"Working Capital" shall mean sufficient funds to pay all Reimbursable Expenses and operating
expenses ofthe Restaurant, including staff Payroll Expenses and all vendors and suppliers of the Restaurant,
in full, as and when such payments fall due.

2. TERMINATION OF MFA, RELEASE OF CLAIMS AND INDEMNITY.

The Parties acknowledge and agree that the MFA is terminated effective 3 December 2018, and
that the Franchisor and its Affiliates shall have no obligations with respect to the development, licensing,
operation and/or management of any restaurant contemplated under the MFA, except and unless as
specifically provided for in this Agreement. Each Party to the MFA, including their respective
predecessors, successors and assigns (in such context, the "Releasing Parties") hereby releases and forever
discharges each other Party thereto (in such context, the "Released Parties") from any and all claims,

1
demands, actions, causes of action, damages, liabilities, or suits at law or in equity, whether known or
unknown, of whatsoever kind or nature, arising directly or indirectly from any written or oral, promise,
undertaking or agreement of any kind, or any other event, circumstance, act or omission, through and
including the Effective Date of this Agreement, which arise from or relate to the design, development,
construction, licensing, operation and/or management any restaurant contemplated under the MFA
("Released Claims"). The Releasing Parties are aware that they may hereafter discover facts in
addition to or different from those which the Releasing Parties now know or believe to be true with
respect to the matters released herein, but that it is the intention of the Releasing Parties to fully, finally
and forever, waive, release and relinquish all such matters and all such Released Claims which do exist,
may exist or heretofore have existed. In furtherance of such intention, the releases given herein shall be
and remain in effect as full and complete releases of any such additional or different Claims or facts
related thereto with respect to the Parties only. The Releasing Patiies have not transferred, encumbered
or otherwise alienated any of the Claims. This Section is contractual and does not contain mere recitals
and is executed without reliance upon any promise, warranty or representation by any Released Party.
Each Releasing Party has carefully read this Section 2, has been advised of its meaning and
consequences by its attomey, and signs this Agreement, including the releases herein, of such Releasing
Patiy's own free will. The Franchisee shall defend, indemnify and hold harmless the Franchisor and each
of its Affiliates, successors and assigns, including their officers, directors and managers against any
Claims by any third-party arising from or relating to: (a) the breach or non-fulfillment of any
representation, warranty or covenant by Franchisee set fo1ih in the MFA; and/or (b) any act of
negligence, fraud or willful misconduct by Franchisee, its agents, employees, vendors, architects,
contractors or owners in connection with the MFA, or the design, development, construction, licensing,
operation and/or management of any restaurant contemplated under theMFA.

3. DESIGN AND CONSTRUCTION OF RESTAURANTS.

3.1. Riyadh Restaurant. The Parties acknowledge and agree that the first Restaurant,
cunently under construction at the Al Faisaliah Mall located in Riyadh, Kingdom of Saudi Arabia
("Riyadh Restaurant"), was approved by the Franchisor pursuant to the terms of the MFA and is
hereby approved by the Franchisor subject to the terms and conditions of this Agreement.
Notwithstanding the foregoing, the Franchisee's acknowledgment and obligations contained in
Sections 3.4 - 3.6, 3.8- 3.10, and 3.11-
3.14 of this Agreement shall continue to apply to the completion of the design and construction of the
Riyadh Restaurant.

3.2. Additional Restaurant Location. By no later than the date of a Restaurant Opening
Request covered by Section 3.3, the Franchisee, at its sole cost and expense, shall have acquired
ownership of, or contractually secured an option for a leasehold over the location of the applicable
Restaurant for a minimum tenn not less than ten (1 O) Operating Years from the Opening Date of such
Restaurant. By serving a Restaurant Opening Request, the Franchisee represents and warrants to the
Franchisor that: (a) the Franchisee has acquired ownership of, or contractually secured an option to the
exclusive leasehold over the location of the applicable Restaurant for such minimum term; (b) to
Franchisee' s actual knowledge, the Premises and its existing and prior uses comply with all Applicable
Laws in effect at the time in question relating to or imposing liability or standards of conduct concerning
any hazardous, toxic or dangerous waste, substance or material or the protection of the environment, and
that there is no pending or threatened litigation, proceeding or investigation before or by any
Governmental Authority in which any Person or Entity alleges the presence of, or is investigating the
presence of, hazardous substances at the Premises or the release, threat of release, storage,
manufacture or transportation to or from the Premises of any
2
hazardous substances; and (c) ifthe Franchisee opens the Restaurant atthe Premises, Franchisee shall
retain full operational and financial responsibility for and control over abating or correcting
environmental problems at the Premises.

3.3. Restaurant Opening Request. When the Franchisee proposes to open a Restaurant,
the Franchisee shall serve a Restaurant Opening Request on the Franchisor in accordance with the terms
of this Agreement. With respect to the Jeddah Restaurant, Franchisee must provide a Restaurant
Opening Request for the Jeddah Restaurant acceptable to Franchisor by no later than September 30,
2019, or Franchisee shall not he allowed to develop or open the Jeddah Restaurant. Each Restaurant
Opening Request shall contain the Restaurant Information, provided however, that the Franchisor may
reject any proposed Restaurant Opening Request in its sole and absolute discretion, but shall state in
writingthe reason(s) for such rejection. Provided that: (a) the Restaurant Information contained in the
Restaurant Opening Request îs sufficient for the Franchisor's purposes and approved by the Franchisor;
(b) Franchisor has conducted a visit of the location for the Restaurant (a "Site Visit") and has approved
the location in its sole discretion; and (c) the Franchisee has entered into a Site Specific Agreement (if so
required by Franchisor); then the Franchisor shall send an Approval Notice to Franchisee within fifteen
(15) calendar days from the later date ofthe Site Visit or Franchisor's receipt of an acceptable Restaurant
Opening Request, and upon receipt of such Approval Notice by the Franchisee, the Franchisor shall,
without any further act or instrument being required, he deemed to have approved the applicable
Restaurant on the terms set out în this Agreement, following which the Franchisee shall commence the
development of the applicable Restaurant in accordance with the tenns set out herein. Considering it is
important that the Restaurant development commences within reasonable time to avoid escalating costs,
în the event that the Franchisor fails to send an Approval Notice to the Franchisee within fifteen (15)
calendar days from the later date of the Site Visit or the Franchisor' s receipt of an acceptable Restaurant
Opening Request, the Franchisee shall have the right to send a written demand to the Franchisor for an
Approval Notice or rejection ofthe proposed Restaurant Opening Request Franchisor within five (5)
Business Days, and if the Franchisor does not respond within five (5) Business Days after receipt of
such demand, the Franchisor shall he deemed to have been granted its approval to the Franchisee and, on
the basis of such approval, the Franchisee may commence with development of the applicable
Restaurant. If Franchisor rejects a proposed Restaurant Opening Request, then Franchisor will work in
good faith with Franchisee to identify an alternative site for the Restaurant, provided however, that
within three (3) months after Franchisor's rejection of the proposed Restaurant Opening Request,
Franchisee shall have identified an acceptable alternative site and submitted a new Restaurant Opening
Request in accordance with this Section 3.3. Provided that Franchisee acted reasonably in the selection
ofthe initial site for a Restaurant, then the Target Opening Date of the affected Restaurant shall he
extended for the period equal to the number of days that elapsed between Franchisor's rejection of the
initial Restaurant Opening Request and the subsequent Approval Notice by Franchisor, provided
however, that in no circumstance shall the Target Opening Date of a Restaurant he extended by more
than four (4) months (other than as contemplated in Section 4.4) and in no circumstance shall Franchisee
he allowed to designate more than two (2) Restaurant Opening Requests for any particular Restaurant. If
Franchisee is unable to submit a Restaurant Opening Request for the Jeddah Restaurant and/or the
Eastern Province Restaurant that is acceptable to Franchisor, then the Jeddah Restaurant and/or the
Eastern Province Restaurant, as applicable, shall not he developed and the exclusivity in Section 6.1 of
this Agreement shall not apply in Region in the Parties agreed to develop such Restaurant.

3.4. Franchisee Responsible for Construction and Development. Within thirty (30)
days after delivery of an Approval Notice, the Franchisor shall provide the Franchisee with the Design
Guidelines for the applicable Restaurant and a proposed budget for the development and construction of

3
the Restaurant (the "Development Budget"). The Design Guidelines shall be developed for the
purpose of providing guidance to the Franchisee so that the Restaurants will be substantially equivalent
in quality to the Concept Property and the Franchisor shall invite Franchisee's cooperation in developing
the Design Guidelines and Development Budget. Franchisor may propose changes to the Design
Guidelines, provided however, that any time impact resulting from a proposed change to the Design
Guidelines shall be mutually agreed upon between Franchisee and Franchisor, including relevant
revisions to the dates set forth in Section 4 (Opening Date and Long Stop Date). Franchisee has the right
to assess the cost impact of any such change to the Design Guidelines with respect to commercial
viability, and the change must be agreed upon by the Franchisee acting reasonably before
implementation. Franchisee acknowledges that the Development Budget is a good faith estimate based
upon Franchisor's Design Guidelines and experience with similar projects, and the Development Budget
shall not constitute and cannot be relied upon by the Franchisee or its Affiliates as a warranty,
representation or assurance of actual expenditure required for the development, construction, fit out or
equipping of the applicable Restaurant. The Development Budget shall be developed with due regard to
maximizing profitability consistent with maintenance of Restaurant Standards for the Restaurant in
question, provided however, that Franchisor shall have the right to reject any recommendations by
Franchisee that do not comport with the Design Guidelines or the overall quality of finishes
commensurate with the Concept Property. The Franchisee acknowledges that the Development Budget
may be impacted by regional variation in pricing due to scarcity, delivery costs, and other factors that
reasonably vary with region. The Franchisee, at its sole cost and expense, and with all reasonable
diligence, shall manage the design and Design Professional tender process in coordination with
Franchisor and in compliance this Agreement, and shall further construct, complete, furnish and equip
the applicable Restaurant, which shall reasonably comply with the Design Guidelines and which shall in
no event be of a lesser quality than that of the Concept Property. The Franchisee, at its sole cost and
expense, and with all reasonable diligence, shall purchase and install all FF&E consistent with the
Design Guidelines, subject to restrictions under Applicable Law. Except as expressly provided herein, or
unless mutually agreed upon in advance, the Franchisor's Design Guidelines shall not dictate any single
source brand or item and the Franchisee shall be permitted to procure equivalent items from an alternate
source provided that such equivalent items are approved by Franchisor (such approval not to he withheld
unless such equivalent items do not comply, in the reasonable opinion of Franchisor, with the Design
Guidelines, Concept or Restaurant Standards). The Franchisee at its sole cost and expense, and with all
reasonable diligence, shall install and display in good and working order such interior and exterior signs
at the applicable Restaurant as reasonably required by the Franchisor and consistent with the Brand,
including those required by Applicable Law, and shall not display additional signs at the applicable
Restaurant without Franchisor's prior written consent. The Franchisee shall pay and be responsible for
all costs, liabilities, expenses and responsibility for acquiring, developing, constructing and equipping
the applicable Restaurant. The Franchisee shall not be required to modify a Restaurant after the Final
Plans have been agreed, unless such modifications have been agreed in advance in writing, or unless the
Parties subsequently agree to such modifications, or unless the modifications are required because the
Restaurant is not constructed in accordance with the Final Plans or Applicable Law. The Franchisor shall
not be responsible, and shall have no liability for any costs, expenses or liabilities arising from the
planning, design, development, construction or equipping of the applicable Restaurant, except for
liability to a third-party arising directly from gross negligence or willful misconduct of Franchisor. The
Franchisee's failure without cause to timely pay architects, engineers, design professionals, suppliers,
contractors or subcontractors performing work on, or supplying goods or materials for an applicable
Restaurant shall constitute a material breach ofthis Agreement.

3.5. Franchisee Responsible for Obtaining Approvals. The Franchisee, at its sole cost

4
and expense, shall obtain, maintain, keep current and renew from time to time all Approvals, which may
be

5
required by Applicable Law, in order to develop, construct, remodel, equip and operate each Restaurant
consistent with the Concept, the Design Guidelines, the Standard Operating Procedures and the
Restaurant Standards. Approvals shall he held in the name of the Franchisee. If requested by the
Franchisor, the Franchisee shall submit to the Franchisor a copy of all such required Approvals (or the
applications for such Approvals) prior to commencing the construction or remodeling of an applicable
Restaurant. The Franchisee shall he solely responsible for ensuring that each Restaurant complies with
all Applicable Laws, and all other requirements of applicable Govemmental Authorities, provided
however, that if any Applicable Laws or requirements of any applicable Governmental Authority conflict
with the Concept, the Design Guidelines, the Standard Operating Procedures, the Restaurant Standards
or any other requirements imposed by Franchisor, then the Franchisee shall promptly notify the
Franchisor and shall work in good faith with the Franchisor and the Governmental Authority to resolve
the conflict in a manner that protects the Concept, the Design Guidelines, the Standard Operating
Procedures and the Restaurant Standards to the maximum extent possible. The Franchisee acknowledges
and covenants that no activity undertaken pursuant to this Section 3.5, whether undertaken by the
Franchisee or any Person or Entity acting under the control or direction of Franchisee, shall violate any
of the covenants, agreements, terms or conditions contained in Section 23 of this Agreement. If any
Approvals required by Applicable Lawin order to operate an applicable Restaurant consistent with the
Concept, the Standard Operating Procedures and the Restaurant Standards (including, without limitation,
certificates of occupancy or food service permits) are revoked or terminated (prior to their expressed
expiry date and are not renewed or replaced) due to the negligence, wrongful acts or willful misconduct
of the Franchisee or its Affiliates, then the Franchisor shall have the right (but not the obligation) to
terminate this Agreement without court order if such Approvals are not reinstated within 30 days'
following written Notice from the Franchisor to the Franchisee.

3.6. No Franchisor Funding or Financing. The Franchisor shall not he required to provide
or procure any funding or financing necessary to design, develop, construct, remodel, furnish or equip
any Restaurant, and the Franchisor shall have no responsibility for any funding or financing obligations
related to any of the foregoing. The Franchisee shall he at liberty to obtain financing from any third party
(in compliance with all Applicable Laws) for some or all or the work necessary to design, develop,
construct, remodel, furnish or equip an applicable Restaurant, provided however, that no License or any
other rights granted to the Franchisee under this Agreement shall he created in favor of such third-party
tender, and the Franchisee shall obtain a commercially reasonable non-disturbance agreement from such
third-party lender in favor of the Franchisor. If the Franchisee does not procure a commercially
reasonable non-disturbance agreement from such third-party lender, then the Franchisor shall have the
right (but not the obligation) to terminate this Agreement without court order upon written Notice to
Franchisee.

3.7. Preliminary Plans. Within thirty (30) calendar days after receipt by the Franchisee of
an Approval Notice from the Franchisor, the Franchisor shall deliver to the Franchisee a preliminary
sketch of the space/:floor plan of the applicable Restaurant (the "Floor Plan"). The Franchisee shall
promptly provide its written approval or comment on the Floor Plan, but in no event later than fifteen
(15) calendar days after Franchisee's receipt of the Floor Plan, after which Franchisee's failure to provide
comments on the Floor Plan shall he deemed an approval of the Floor Plan. Within twenty (20) calendar
days after the approval of the Floor Plan by the Franchisee, the Franchisor shall prepare and deliver to
Franchisee the following:
(i) a brief for the Designated Design Professionals including fit-out and equipment requirements for kitchen,
bar, lighting and sound in conformance with the Design Guidelines; (ii) a preliminary list of required and
optional equipment and other FF&E in conformance with the Design Guidelines; and (iii) a preliminary list

6
of branding and signage requirements (the Floor Plan, and items (i) through (iii) above are collectively
referred to as "Preliminary Plans").

7
 3.8. Design Process. Upon receipt of the Preliminary Plans, the Franchisee, at its sole cost
and expense, shall employ an architect of record aud all Design Professionals (each ofwhom shall be
licensed, qualified aud approved by the Franchisor acting reasonably) to develop, prepare, complete,
substitute, adapt or modify Design Guidelines for the applicable Restaurant, so as to create a set of final
construction plans aud specifications for the construction of the applicable Restaurant in substantial
confo1mance with the Concept, the Design Guidelines aud the design of the Concept Property (the
"Final Plans" or "Plans"). The architect of record aud all Design Professionals must have, in each
Party's reasonable opinion, sufficient background and experience with projects ofthe nature ofthe
Concept Property. Without limiting the foregoing, the Franchisor shall have the right, in its sole
discretion, to nominate for engagement by the Franchisee each Design Professional whose scope of work
will include all or any portion of the interior design, lighting design, kitchen design or audio-visual
systems for the Restaurant ("Designated Design Professionals"). Franchisee may nominate other
prospective Design Professionals to the tender list of Designated Design Professionals nominated by
Franchisor, aud the engagement of the Designated Design Professionals shall be made in accordance
with Franchisee's tendering process. Notwithstanding the foregoing, however, Franchisor shall have the
right to reject any Designated Design Professionals nominated by Franchisee from the tendering process,
which do not, in Franchisor's reasonable opinion, have sufficient background and experience with
projects of the nature of the Concept Property. All Design Professionals shall be mutually agreed upon
by Franchisor and Franchisee before engagement, with such agreement not to be unreasonably
conditioned, delayed or withheld. The Franchisee aud each Design Professional shall consult aud
coordinate with the Franchisor, and obtain the written approval from the Franchisor with respect to any
Design Documents for the applicable Restaurant that are not in substantial conformance with the
Concept, the Design Guidelines or the design ofthe Concept Prope1ty (including for purposes of clarity,
for approval of any layouts, schematics, design or construction drawings, or interior design specifications
that materially deviate from the Concept, the Design Guidelines or the design of the ConceptProperty).
Unless otherwise agreed by the Franchisor în writing, the FF&E and Operating Supplies for the
applicable Restaurant shall substantially comply with the specifications set out by the Franchisor for the
applicable Restaurant in the Design Guidelines aud the Master Product List. Subject to customs aud
cultural sensitivities in the Tenitory, the Franchisee shall ensure that the music system for the applicable
Restaurant complies with the specifications set out by the Franchisor for the applicable Restaurant in the
Design Guidelines, or otherwise in writing, aud the Franchisor shall have the right to reject any non
conforming music system in its reasonable discretion.

3.9. Approval of Final Plans. The Franchisor shall approve or reject the Final Plans within
thirty (30) calendar days after receipt of the Final Plans by the Franchisor. Franchisor's rejection of Final
Plans shall be made in good faith and shall be based upon non-compliance with the Design Guidelines,
the Concept, the Restaurant Standards and/or Applicable Law, or upon plans that, in Franchisor's
reasonable opinion, will materially and negatively impact the Standard Operating Procedures of the
Restaurant. If the Franchisor rejects the final plans, the Franchisor shall provide the Franchisee with
detailed written notes aud suggestions on reasonable modifications necessary to make the Final Plans
acceptable to the Franchisor. If the Franchisor has not provided its written acceptance or rejection of the
Final Plans to the Franchisee within a thirty (30) calendar day period after receipt of the Final Plans by
the Franchisor, then Franchisee shall have the right to send written demand for approval to Franchisor
within five (5) Business Days, and if the Franchisor does not respond within five (5) Business Days after
receipt of such demand, the Final Plans shall be deemed approved by the Franchisor. If the Franchisor
rejects the Final Plans, the Parties shall work in good faith within a thhty (30) calendar day period to
expeditiously resolve any outstanding issues or modifications necessary to make the plans acceptable

8
to both parties. The Franchisor must

9
approve in writing all Final Plans prior to the commencement of construction of the applicable
Restaurant, and the Franchisee shall not commence construction of the applicable Restaurant prior to
receiving such written approval. Franchisor shall not unreasonably condition, delay or withhold its
approval of Final Plans that conform to the Concept, the Design Guidelines and the design of the Concept
Property. The Franchisee's failure to obtain the Framchisor's written approval of the Final Plans prior to
construction of the applicable Restaurant shall constitute a material breach of this Agreement. The
Franchisee shall construct the applicable Restaurant in strict accordance with the Final Plans approved by
the Franchisor, subject to the plan modification and value engineering provisions set forth in Section 3.10
of this Agreement. The Franchisor' s approval of any of the Plans shall not constitute a warranty that the
Plans are complete, accurate or in conformance with Applicable Law, and the Franchisee shall be solely
responsible to determine the same. The Franchisor shall not be liable for any loss, damage, cost or
expense arising from the Plans, or the design, development, remodeling or construction of the applicable
Restaurant, or any portion thereof, or otherwise by reason of any deliveries, acts or materials provided by
the Franchisor for the design, development, construction or remodeling of the applicable Restaurant,
except and unless such loss, damage, cost or expense arises as the direct resuit of Franchisor's gross
negligence or willful misconduct.

3.10. Plan Modification and Value Engineering. The Parties acknowledge and agree that
modification ofthe Plans may be required in order for such Plans to comply with Applicable Law, and the
Parties shall cooperate in good faith and use their best efforts to ensure that the Final Plans and
construction of the applicable Restaurant comply wiith Applicable Law. The Franchisee, in consultation
with Franchisor, may undertake a value engineering exercise with respect to the Plans for a Restaurant to
address constructability and commercial viability, provided however, that under no circumstance shall
Franchisee be allowed to make any value engineering decisions or changes to the Plans that deviate from
the Design Guidelines (except for changes to specifications for FF&E, building and finish materials that
are approved by Franchisor in advance), the Concept or the Restaurant Standards, each of which shall be
deemed an unreasonable change. Franchisee shall have the authority to make value engineering decisions
for a Restaurant that do not materially impact the Design Guidelines, the Concept or the Restaurant
Standards without the prior consent of Franchisor, provided however, that if the Franchisee does not
obtain the Franchisor's written consent to a value engineering decision or change to the Plans for a
Restaurant, and the value engineering decision or change has a material impact on the Design Guidelines,
the Concept or the Restaurant Standards, then the Franchisor shall have the right to demand a correction
of the value engineering decision to bring the Restaurant into conformance with the Design Guidelines,
the Concept and/or the Restaurant Standards, and if the correction îs not made or is not capable of being
made by Franchisee after written notice and a reasonable opportunity to cure, then Franchisor shall have
the right(but not the obligation) to terminate this Agreement as and with respect to the affected
Restaurant without court order upon written Notice to Franchisee. Franchisee acknowledges that a
termination pursuant to this Section 3.10 may resuit in the loss ofFranchisee's investment in the
development of a Restaurant and will require Franchisee to comply with Section 9, including but not
limited to the removal of the Marks, the Brand and all Concept IP and Intellectual Property from the
Restaurant. Franchisee expressly waives and forever releases any claim against Framchisor for financial
losses or damages suffered by Franchisee arising from or related to the termination ofthis Agreement by
Franchisor in accordance with this Section 3.10.

3.11. General Contractor. The Franchisee shall use qualified, reputable and licensed general
contractors to perform the construction or remodeling work on the applicable Restaurant ("General
Contractors"), which shall be selected by the Franchisee. The Franchisor may provide recommendations
and advice with respect to the selection of General Contractors. Ali General Contractors must have, in the

1
Franchisor' s reasonable opinion, sufficient background and experience with projects of the nature of the
Concept Property, and all General Contractors must comply with construction standards appropriate for a
restaurant ofthe type of the relevant Restaurant, and all efforts shall be made by the General Contractors
to maintain the grade, quality and efficiency of work undertaken by the Franchisor or other franchisees
with respect to the construction of the Concept Property or other similar Branded restaurants. The
Franchisor shall review, comment on and provide recommendations to the Franchisee regarding all
tendered bids. The Franchisor shall advise the Franchisee if it believes in good faith that any General
Contractor or subcontractor does not have sufficient background or experience with projects of the
nature of the applicable Restaurant, or that will not maintain the grade, quality and efficiency of work
utilized by the Franchisor or other franchisees with respect to the construction of the Concept Property or
a similar Branded restaurant. The Franchisee covenants and agrees not to authorize, allow or instruct
General Contractor or subcontractor to deviate from, or modify the Final Plans (including without
limitation, by way of any change order, shop drawing or field directive) without the prior written consent
of the Franchisor, which consent shall not be unreasonably withheld. It shall not be deemed unreasonable
for the Franchisor to withhold its consent to deviations from the Final Plans that alter the Concept, the
Design Guidelines or the Restaurant Standards, or that change the overall design of the Restaurant from
the design of the Concept Property. The Franchisee covenants and agrees to coordinate with the
Franchisor and General Contractor with respect to any change order, shop drawing, field directive or
other deviation or modification to the Final Plans prior to authorizing such work, and the Franchisee's
failure to coordinate with the Franchisor on such change order, shop drawing, field directive or other
deviation or modification to the Final Plans shall constitute a material breach of this Agreement. The
Franchisor shall not be responsible for any payments due or owing to the General Contractors, or any
other subcontractors, consultants or design professionals providing work on or for the benefit of the
Premises or the applicable Restaurant. The Franchisee shall be solely responsible for the acts or
omissions of its General Contractors, subcontractors, consultants and design professionals, and the
Franchisor shall have no responsibility or liability for such acts or omissions.

3.12. Commencement of Construction; Progress Reports. The Franchisee shall provide

1

written notice to the Franchisor of the date that construction is scheduled to commence on the applicable
Restaurant by no later than five (5) Business Days prior to the scheduled date of commencement. All
construction schedules and budgets, induding all updates thereto (with the exception of any commercially
sensitive information), shall be delivered to the Franchisor as soon as available to the Franchisee, but in no
event later than five (5) Business Days after receipt by the Franchisee. The Franchisee shall, on not less
than a bi-weekly basis, provide written progress reports to the Franchisor with clear digital photo images
regarding the status of construction ofthe applicable Restaurant, as well as any issues with the construction
that may impact the Concept, the Standard Operating Procedures or the Restaurant Standards. The
Franchisee shall respond to the Franchisor's oral and written requests for information regarding the
construction of the applicable Restaurant, and the Franchisee shall deliver any and all construction
documentation requested by Franchisor with respect to the construction of the applicable Restaurant within
a reasonable period of time. Without limiting the foregoing, the Franchisee covenants and agrees to consult
and coordinate with the Franchisor regarding the construction ofthe applicable Restaurant so as to ensure
that construction of the applicable Restaurant is completed in strict accordance with the Final Plans, or
altematively, to ensure that all modifications or deviations from the Final Plans that impact the Concept,
the Design Guidelines, the Standard Operating Procedures or the Restaurant Standards have been approved
by Franchisor in writing prior to such modification or deviation.

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 3.13. Punch List and Final Inspection. Franchisee shall provide Franchisor with access to
the Premises thirty (30) calendar days prior to the anticipated Opening Date in order to allow for on-site
staff training, and testing and preparation of kitchen, front of house and back of house systems. The
kitchen, front of house and back of house systems must be fully operational at least thirty (30) calendar
days prior to the anticipated Opening Date. The Franchisor shall make a punch list inspection of the
applicable Restaurant (to include AN system tuning, lighting system programming and scene setting) at
least five (5) Business Days prior to the anticipated Opening Date. The Franchisor shall make a final
inspection of the completed Restaurant at least three (3) Business Days prior to the anticipated Opening
Date, and may require a delay in the Opening Date in .exceptional circumstances for material corrections
and modifications to bring the applicable Restaurant into compliance with the Final Plans, Applicable
Law, the Design Guidelines, the Standard Operating Procedures, the Restaurant Standards, the Brand, the
Concept and the Concept Property, which corrections and modifications will be made at the Franchisee's
sole cost and expense. The applicable Restaurant may not be opened for business to the general public
unless and until the Franchisor has provided the Franchisee with a written notice of completion
approving the construction quality and condition ofthe Restaurant (the "Notice of Completion"),
which the Franchisor shall provide promptly following an approved inspection and which Franchisor
shall withhold only if the Restaurant fails to comply with the Final Plans, Applicable Law, the Design
Guidelines, the Standard Operating Procedures or the Restaurant Standards, or otherwise materially
deviates from the Brand, the Concept and the Concept Property. In the event the Franchisor reasonably
withholds a Notice of Completion, it shall re-inspect the Restaurant upon no more than 3 Business Day's
prior written notice from the Franchisee stating that the Franchisee has remedied the non-conforming
items. In addition to the foregoing, the Franchisee shall not open the applicable Restaurant for business
without: (a) the Franchisee's compliance with Applicable Law, and satisfaction and compliance with
Approvals required pursuant to Section 3.5 hereof; and (b) the completion of Staff training required
under Section 17 to Franchisor' s reasonable satisfaction. Within thirty
(30) days after the Franchisee's receipt of a Notice of Completion for the applicable Restaurant, the
Franchisee shall deliver to the Franchisor a full copy set of the operation and maintenance manuals for
all Restaurant equipment, FF&E and systems, as well as a full copy set of as-built construction drawings
from the architect of records and Design Professionals.

3.14. Procurement. The Franchisee shall purchase, or cause the Franchisor to purchase at the
Franchisee's sole cost and expense, all FF&E, Operating Supplies and other items identified in the
Design Guidelines for the applicable Restaurant from the Franchisor's Master Products List and the
Franchisor's designated or approved suppliers, provided however, that Franchisor shall not specify any
single source brand or item, except as expressly contemplated herein or unless approved by the Parties in
advance. The Franchisor shall use reasonable commercial efforts to negotiate or assist the Franchisee to
negotiate favorable financial terms for such FF&E, Operating Supplies and other items. The Franchisee
covenants and agrees to comply reasonably with the procurement schedule established by the Franchisor
in order that the procurement of necessary FF&E, Operating Supplies and other items will occur on a
timeline and schedule sufficient for the applicable Restaurant to open by the Target Opening Date. AU
risk of loss, damages or destruction to the FF&E, Operating Supplies and other items shall be borne by
the Franchisee, except to the extent such loss is caused by the gross negligence or willful misconduct of
the Franchisor.

3.15. Communications in Writing. To ensure proper records and clarity of communication

regarding the design, development and construction of each Restaurant, all communications regarding
the design, development and construction of a Restaurant made in accordance with this Section 3 shall be
distributed via project management teams designated by Franchisor and Franchisee. For each Restaurant

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developed under this Agreement, Franchisor and Franchisee will each designate the name and contact

3
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information of their respective project management teams within thirty (30) days after Approval Notice
for the Restaurant. Within each Project Management team, Franchisor and Franchisee will then
designate the name of the primmy point of contact with authority to make decisions in accordance with
this Section 3. Each Party's designated representative shall have the full power and authority to agree on
behalf of, and bind, such Party on matters addressed în Section 3 of this Agreement.

4. TARGET OPENING DATES, OPENING DATES AND LONG STOP DATES.

4.1. Target Opening Dates.

4.1.1. Jeddah Restaurant. Subject to the requirements of Section 3, Franchisee shall

use its best commercial efforts to open a Branded Restaurant for business to the public at the Premises în
Jeddah by no later than 30 September 2021 (the "Jeddah Target Opening Date"), provided however,
(a) the Franchisee agrees to pay Franchisor Thirty-Seven Thousand Five Hundred and 00/100 Dollars
(USD
$37,500.00) for each month that Franchisee fails to open the Jeddah Restaurant by the Jeddah Target
Opening Date (prorated for any partial month), and (b) under no circumstance shall Franchisee be
allowed to open the Jeddah Restaurant after its correspondîng Long Stop Date (defined below), unless
Franchisor provides its consent in writing, or unless Franchisee's failure to open the Jeddah Restaurant
onor before its Long Stop Date is the result of the circumstances identified in Section 4.4.

4.1.2. Eastern Province Restaurant. Subject to the requirements of Section 3,

Franchisee shall use its best commercial efforts to open a Branded Restaurant for business to the public
at the Premises în the Eastern Provînce of Saudi Arabia by no later than 30 September 2022 (the
"Eastern Province Target Opening Date"), provided however, (a) the Franchisee agrees to pay the
Franchisor Thirty-Seven Thousand Five Hundred and 00/100 Dollars (USD $37,500.00) for each month
that Franchisee fails to open the Restaurant- by the Eastern Province Target Opening Date (prorated for
any partial month), and (b) under no circumstance shall Franchisee be allowed to open the Restaurant
after its corresponding Long Stop Date (defined below), unless the Franchisor provides its consent în
writing, or unless Franchisee's failure to open the Eastern Province Restaurant onor before its Long Stop
Date is the result of the circumstances identified în Section 4.4.

4.2. Opening Dates. The "Opening Date" of a Restaurant shall he the actual date that the
Restaurant îs fully operational and open to the public în accordance with this Agreement, excluding any
d1y runs and soft openings.

4.3. Long Stop Dates.

4.3.1. Riyadh Restaurant. The Franchisee shall open the Riyadh Restaurant for
business to the public by no later than 31 December 2019 (the "Riyadh Long Stop Date"),provided
however, that it shall be a material breach of this Agreement and the Franchisee shall not be allowed to
open the Riyadh Restaurant to the public if: (a) the Franchisee has not paid all fees and costs due and
owing to the Franchisor under the terms of the MFA with respect to the Riyadh Restaurant în the amount
of One Hundred Eighty Seven Thousand Five Hundred and 00/100 Dollars (USD $187,500.00) within
ten (10) days after the execution of this Agreement by all Parties; (b) the Franchisee fails to pay
Franchisor in advance for all Pre Opening Services provided by Franchisor through the Opening Date of
the Riyadh Restaurant, or Pre Opening Expenses or Reimbursable Expenses; or (c) the Franchisee fails
to pay Franchisor monthly in arrears by the tenth (10th) day of the following month in the amount of

1
Thirty-Seven Thousand Five

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Hundred and 00/100 Dollars (USD $37,500.00) for months of October, 2019, November, 2019 and
December, 2019, which represents consideration for the extension ofthe Riyadh Long Stop Date
hereunder until 31 December 2019. Under no circumstance shall the Franchisee he allowed to open the
Riyadh Restaurant after the Riyadh Long Stop Date, unless the Franchisor provides its consent in writing,
which consent may he withheld in the sole and absolute discretion of Franchisor. Franchisee
acknowledges that Franchisor shall have the right, but not the obligation, to terminate this Agreement
upon any failure by Franchisee to meet the Riyadh Long Stop Date or to comply with any ofthe
contingencies set forth in this Section 4.3. l(a) through (b), provided however, that any failure to pay an
expense that is the subject of a good faith dispute shall not give the Franchisor the right to terminate this
Agreement or to prevent the Franchisee from opening the Riyadh Restaurant. Franchisee further
acknowledges that a termination pursuant to this Section 4.3.1 will result in the loss of Franchisee's
investment in the development of the Riyadh Restaurant and will require Franchisee to comply with
Section 9, including but not limited to the removal of the Marks, the Brand and all Concept IP and
Intellectual Property from the Riyadh Restaurant. Franchisee expressly waives and forever releases any
claim against Franchisor for financial losses or damages suffered by Franchisee arising from or related to
the termination of this Agreement by Franchisor in accordance with this Section 4.3.1. If Franchisor
elects not to terminate this Agreement as the result of any failure by Franchisee to meet the Riyadh Long
Stop Date or to comply with any of the contingencies set forth in this Section 4.3.1(a) through (b), then
Franchisee agrees to pay Franchisor the sum of Thirty Seven Thousand Pive Hundred and 00/100 Dollars
(USD $37,500.00) for each month that Franchisee fails to open the Riyadh Restaurant by the Riyadh
Long Stop Date (prorated for any partial month) until the Opening Date of the Riyadh Restaurant, at
which time Franchisee will then pay the License Fee in accordance with Section 7.

4.3.2. Jeddah and Eastem Province Restaurants. With respect to the Restaurants
covered under Sections 4.1.1 and 4.1.2, and subject to Section 4.4, if the Opening Date of a Restaurant
does not occur within six (6) months after its Target Opening Date (the "Jeddah Long Stop Date" and
"Eastern Province Long Stop Date" respectively), then Franchisor shall have the right (but not the
obligation) to terminate this Agreement with respect to the unopened Restaurant(s) only without the need
for a court order by delivering written Notice to the Franchisee, in which case, the Franchisee shall,
within thirty (30) days following such termination pay to the Franchisor any fees and expenses then due
to the Franchisor pursuant to the terms of this Agreement with respect to such Restaurant. If Franchisor
elects not to terminate this Agreement with respect to a Restaurant as the result of any failure by
Franchisee to meet the Jeddah Long Stop Date or the Eastern Province Long Stop Date, as applicable,
then Franchisee agrees to pay Franchisor the sum of Thirty-Seven Thousand Pive Hundred and 00/100
Dollars (USD $37,500.00) for each month that Franchisee fails to open the Jeddah Restaurant by the
Jeddah Long Stop Date (prorated for any partial month) until the Opening Date of the Jeddah Restaurant,
at which time Franchisee will then pay the License Fee in accordance with Section 7, and Franchisee
agrees to pay Franchisor the sum of Thirty-Seven Thousand Five Hundred and 00/100 Dollars (USD
$37,500.00) for each month that Franchisee fails to open the Eastem Province Restaurant by the Eastem
Province Long Stop Date (prorated for any partial month) until the Opening Date of the Eastem Province
Restaurant, at which time Franchisee will then pay the License Fee in accordance with Section 7.
Franchisee acknowledges that a termination pursuant to this Section 4.3.2 will result in the loss
ofFranchisee's investment in the development ofthe Jeddah Restaurant and/or Eastem Province
Restaurant, if such Restaurant has not yet reached its Opening Date at the time of such termination, and
will require Franchisee to comply with Section 9, including but not limited to the removal of the Marks,
the Brand and all Concept IP and Intellectual Property from the Jeddah Restaurant and/or Eastem
Province Restaurant. Franchisee expressly waives and forever releases any claim against

3
Franchisor for financial losses or damages suffered by Franchisee arising from or related to the
termination of this Agreement by Franchisor în accordance with this Section 4.3.2.

4.4. Excusable Delay. If the Franchisee's failure to open the Riyadh Restaurant, the Jeddah
Restaurant or the Eastern Province Restaurant for business to the public by the Long Stop Date arises
directly from: (a) the Franchisor's material failure to comply with its obligations under this Agreement,
(b) the Franchisor's gross negligence or willful misconduct, or (c) a documented Force Majeure Event
that delays the opening of a Restaurant by less than six (6) months beyond the Long Stop Date, then the
Franchisor shall not be entitled to immediately exercise its rights of tennination as provided în Section
4.3, and the Long Stop Date may be extended by the length of the delay caused by any relevant act or
omission by Franchisor or Force Majeure Event described în this Section 4.4. Notwithstanding the
foregoing, as a condition precedent to claiming any excusable delay, the Franchisee shall have the
affinnative obligation to timely notify the Franchisor of any relevant act or omission by Franchisor
described in subsection (a) or
(b) of this Section 4.4, as well as the Franchisee's contention that a Force Majeure Event has delayed the
opening of a Restaurant (including the specific nature of the Force Majeure Event and the date on which
the Force Majeure Event occurred) prior to any extension of the Long Stop Date, and Franchisor shall
have the right to assert that a Dispute exists regarding the cause of such delay. For purposes of clarity, if
a Force Majeure Event delays the Opening Date of a Restaurant by more than six (6) months from the
Long Stop Date, then there shall be no further extension of the Long Stop Date hereunder, and
Franchisor shall have the right (but not the obligation) to terminate this Agreement as provided in
Section 4.3 without need for court order effective upon delive1y ofwritten Notice to Franchisee.

5. LICENSE.

5.1. Grant of License. During the Term of each License as set fo1th in Section 5.3 herein,
the Franchisor hereby grants to Franchisee, and Franchisee hereby accepts, a non-assignable, non
sublicenseable, revocable, non-transferable license ("License") to utilize the Brand, the Concept IP and
the Marks in the Territory solely in connection with the development, marketing, promotion and
operation of each Restaurant from its Premises, upon and subject to the terms and conditions contained
in this Agreement. The Franchisee may not use any other Intellectual Property without the prior express
written consent ofthe Franchisor, which may be withheld by the Franchisor in its sole discretion.
Franchisee may transfer the License to an entity that is majority owned by Franchisee, provided
however, that Franchisee remains bound by this Agreement and provides a full guaranty of the
underlying obligations acceptable to Franchisor.

5.2. Scope of License. All rights granted in this Agreement to the Franchisee to use the
Brand, the Concept IP and the Marks, and any other Intellectual Property approved by the Franchisor for
use by the Franchisee, are limited to the development, marketing, promotion and operation of each
applicable Restaurant located at its Premises only. The License granted to the Franchisee herein is
personal and specific to the Franchisee and cannot be transferred, assigned or delegated by the
Franchisee, in whole or in part, to any third pruty without the prior written consent of the Franchisor,
which consent may be withheld in the Franchisor' s sole discretion. The Franchisee may not
commercialize or use, whether or not for profit, any of the Brand, the Concept IP or the Marks, or and
any other Intellectual Property approved by the Franchisor for use by the Franchisee hereunder, in any
way other than pursuant to this Agreement without the prior express written consent of the Franchisor,
which consent may be withheld by Franchisor in its sole discretion. The Franchisee may not devise or
use any trademarks, trade names, service marks, commercial symbols, or logos containing or
4
incorporating any of the Brand, the Concept IP, the Marks or any other

5
Intellectual Property approved by Franchisor for use by Franchisee hereunder, unless approved in writing
by the Franchisor, which approval may be withheld by the Franchisor in its sole discretion. The
Franchisee shall not, by virtue of this Agreement or pursuant to the License herein, obtain or claim any
right, title or interest in or to any part ofthe Brand, the Concept IP, the Marks or any other Intellectual
Property, except such licensed right to use of the same as expressly set out in this Agreement. Except as
expressly set forth herein, no warranty or condition, expressed or implied, is given by the Franchisor
with respect to the validity, registrability or non-infringement of the Brand, the Concept IP, the Marks or
the Intellectual Property in the Territory.

5.3. Term of License. The License for each Restaurant developed under this Agreement
shall commence on the Opening Date of the applicable Restaurant and shall continue until the
earliest to occur of: (a) the termination ofthis Agreement; (b) the termination ofthe License for such
Restaurant; or (c) the date that îs ten (1O) Operating Years after the Opening Date of such Restaurant
(for each Restaurant License a "Term"),provided, however, that at any time no later than 180 days
prior to the end ofthe Term of each License, Franchisor may request in writing to renew the Term of
a License for up to two (2) additional periods of five (5) years (for each Restaurant License, an
"Additional Term"), such request not to be unreasonably conditioned, withheld or delayed. Each
Additional Term of a License shall, absent agreement to the contrat')', be 011 the same terms and
conditions herein. At the expiration of any Additional Term, the License shall expire without further
notice of action by either Patiy.

5.4. Exclusive Rights of the Franchisor. The Franchisee recognizes and acknowledges
the exclusive Intellectual Propetiy Rights of the Franchisor and its Affiliates in and to the Brand, the
Concept IP, the Marks and any other Intellectual Property approved by the Franchisor for use by the
Franchisee hereunder, and further acknowledges that all such Intellectual Property Rights in and to the
Brand, the Concept IP, the Marks and any other Intellectual Propetiy approved by Franchisor for use by
Franchisee hereunder are subject to the total control of Franchisor and its Affiliates. The Franchisor shall
be deemed to be the sole and exclusive Franchisor of all Intellectual Property Rights in and to the Brand,
the Concept IP, the Marks, and any other Intellectual Property approved by the Franchisor for use by the
Franchisee hereunder (including but not limited to the Design Documents for each Restaurant) in all
forms, embodiments and derivations. The Franchisee hereby acknowledges and agrees that the
Franchisee's licensed use of the Brand, the Concept IP, the Marks and any other Intellectual Property
approved by the Franchisor for use by the Franchisee hereunder (including the Franchisee's use of the
Design Documents in construction of each Restaurant) and all associated goodwill generated thereby,
shall inure to the sole benefit of Franchisor or its Affiliates, and shall be deemed to be use by the
Franchisor. In furtherance thereof, and to the extent requested by the Franchisor, the Franchisee shall 011
demand and for no payment or further consideration, assign to Franchisor or its Affiliates all Intellectual
Property Rights in and to the Brand, the Concept IP, the Marks or the Intellectual Property, and any and
all goodwill or reputational value that the Franchisee may accrue through any use of any of them. The
Franchisor shall retain all Intellectual Property Rights in and to any expression, whether tangible or
intangible, of creative work performed by any Design Professional regarding an appticable Restaurant,
including all Design Documents and Franchisee shall not make any claim of ownership to any
expression, whether tangible or intangible, of creative work performed by any Design Professional
regarding any Restaurant, including all Design Documents,provided however, that the Franchisee shall
be granted a nonexclusive license to use the Design Documents solely for the construction of an
applicable Restaurant in accordance with the terms and conditions of this Agreement. The Franchisee
shall obtain all Intellectual Property Rights in or to the Design Documents or any creative work
performed by any Design Professional regarding a Restaurant, and the Franchisee shall take all steps

1
necessary to itTevocably assign all Intellectual Property Rights to the

2
Franchisor, and shall take all reasonable steps necessary to perfect the assignment of such Intellectual
Property Rights in or to the Design Documents or any creative work performed by any Design
Professional regarding a Restaurant to the Franchisor. For the purposes of this Section 5.4, the
Franchisee acknowledges and agrees that all Design Documents, any creative work performed by a
Design Professional and any other new works or materials developed during the Tenn and in which
Intellectual Property subsists ("New Works") constitute works for hire and/or combined works (or their
equivalent terms or concepts under Applicable Law), that conception, development and execution of
such works for hire and/or combined works were at the direction of the Franchisor, and, that therefore
ownership of all Intellectual Property to such New Works, shall upon their creation automatically vest
with the Franchisor. To the extent that the automatic vesting of ownership to any Intellectual Property in
respect of any New Works is not possible, and/or that such Intellectual Property is not assignable under
Applicable Law and/or, that the New Works do not constitute works for hire and/or combined works, the
Franchisee agrees never to assert and/or aid others in asserting against the Franchisor any claim in
respect of such Intellectual Property, and, agrees to (and shall procure that all concerned Design
Professionals, Executive Staff, staff, Persons and any other third party engaged in respect of developing
the New Works, agrees to) grant to the Franchisor a perpetual, irrevocable, assignable, sublicensable
(with right to license to multiple tiers of sublicensees), royalty free, exclusive license and to execute all
required documents upon the Franchisor's request and do all such things as are necessary to give effect to
the foregoing license. Nothing contained in this Agreement shall be construed to vest in the Franchisee
any right of ownership to the Brand, the Concept IP, the Marks or the Intellectual Property. The
Franchisor and the Franchisee regîstered a short form version ofthe MFA on 3 May 2018 ("Registered
User Agreement") with the trademark registry in the Kingdom of Saudi Arabia. Upon written notice
from the Franchisor, the Franchisee shall take all steps necessary (including the filing of any additional
notices or documents), and shall cooperate with the Franchisor to ensure that the Registered User
Agreement accurately reflects the scape ofthe License contained herein, and does not limit or otherwise
prevent the Franchisor from licensing any other brands owned or controlled by the Franchisor or its
Affiliates in the Territory, or from identifying any additional Registered Users of the Brand or the Marks
in the Territory to the fullest extent permitted under this Agreement.

5.5. Reservation of Rights. The Franchisor reserves all rights not specifically granted to
the Franchisee pursuant to this Agreement. Nothing in this Agreement shall prevent the Franchisor or its
Affiliates from developing, constructing, and operating, or licensing others to develop, construct, and
operate: (a) any restaurant, bar, lounge or facility of any kind using any trademark, trade name, service
mark, commercial symbol or logo that embodies the Brand, the Concept IP, the Marks or the Intellectual
Property anywhere outside the Territory; or (b) any restaurant, bar, lounge or facility of any kind located
anywhere in the world (including within the Territory) that does not use the Brand or the Marks. In
addition to the foregoing, nothing in this Agreement shall prevent the Franchisor, or its Affiliates, from
merchandising or distributing Branded Merchandise, at any location, including anywhere în the
Territory, through any method or channel of distribution, including, without limitation, via the internet.

5.6. Francbisee's Affirmative Covenants . In addition to any other obligation set out
elsewhere in this Agreement, and without limiting the Franchisee's obligations under this Agreement:

5.6.1. The Franchisee shall use the Brand, the Concept IP, the Marks and any other
Intellectual Property approved by the Franchisor for use by the Franchisee, only in compliance with
Applicable Laws, and only as permitted by this Agreement.

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 5.6.2. The Franchisee shall comply strictly with the directions of the Franchisor
regarding the fonn and manner of use for the Brand and the Marks, including the directions contained în
the Brand Manual.

5.6.3. The Franchisee's use of the Brand, the Concept IP, the Marks and any other
Intellectual Property approved by the Franchisor for use by the Franchisee, includîng all signs,
advertisements, and promotional materials, shall at all times bear appropriate trade mark notices required
by Applicable Law, or as reasonably required by the Franchisor.

5.6.4. The Franchisee shall render all reasonable requested assistance to the
Franchisor in obtaîning and maintaining registration of the Marks and all other Intellectual Property
Rights în the Territory (including, without limitation, the execution of all necessary registered user or
similar agreements) with applicable Governmental Authorities, provided however, the Franchisee shall
not be responsible for any costs associated with such registration. lf it is not possible for the Franchisor
to secure registration of the Marks or other Intellectual Property Rights in the Territory, or ifthe
Franchisor considers it inadvisable to use the Marks, the Franchisor may at its reasonable discretion,
devise or create alternative trademark(s). The term "Marks" shall incorporate such alternative
trademark(s) as if they had been în existence at the date of this Agreement. The Franchisee shall not
have any claims against the Franchisor of whatever nature în the event that such changes are required to
be made, including with respect to any infringement claims and/or cost of incorporating such new
trademarks.

5.6.5. The Franchisee acknowledges and is familiar with the high standards, quality, style
and image ofthe Franchisor, and the Franchisee shall, at all times, conduct its business and use the Brand,
the Concept IP, the Marks and any other Intellectual Property licensed hereunder in a manner consistent
with these standards, quality, style and image.

5.6.6. The Franchisee shall promptly provide the Franchisor with details of any
complaints it has received relating to the Restaurant together with repotis on the manner in which such
complaints are being, or have been dealt with and shall comply with any reasonable directions given by
the Franchisor in respect thereof.

5.6.7. The Franchisee shall ensure that its advertising, marketing and promotion of the
Brand or the Restaurants în no way reduces or diminishes the reputation, image and prestige of the
Brand, the Concept IP, the Marks or the Intellectual Propetiy.

5.6.8. Franchisee shall use commercially reasonable efforts to ensure that there is
sufficient Working Capital necessary for the operation of a Restaurant at all times during the Term, and
to the extent that required Working Capital is not generated by the operation of a Restaurant in an
adequate amount or on a timely basis (such as to force the delay of vendor payments or to cause liquidity
issues), Franchisee shall immediately advance an amount of funds necessary and sufficient to maîntain
the Working Capital required to enable Franchisee to operate the Restaurant in accordance with the
Standard Operatîng Procedures and the Restaurant Standards without any harm to the reputation or
goodwill of Franchisor or its Affiliates.

5.7. Franchisee 's Negative Covenants. In addition to the other restrictions set out
elsewhere in this Agreement, and without limiting the Franchisee's obligations under this Agreement,
the Franchisee shall:
1
 5.7.1. not challenge the validity of the Franchisor's ownership of, or right to license the
Brand, the Concept IP, the Marks or any other Intellectual Property approved by the Franchisor for use
by the Franchisee, including any registration or application for registration thereof;

5.7.2. not contest the fact that the Franchisee's rights under this Agreement are solely
those of a license, which license shall te1minate upon the earlier te1mination or expiration of this
Agreement, and with respect to each Restaurant License, the earlier to occur of: (a) the termination of
the License; or
(b) unless renewed, the date that is ten (1O) Operating Years after the Opening Date of the Restaurant;

5.7.3. not challenge the validity of the Franchisor' s Intellectual Property Rights in or
to the Brand, the Concept IP, the Marks or any other Intellectual Property;

5.7.4. not represent in any manner that the Franchisee has any title, or right to the
ownership, registration, or use of the Brand, the Concept IP, the Marks or any other Intellectual Property,
except as set out in this Agreement;

5.7.5. not use the Brand, the Concept IP, the Marks or any Intellectual Property as part
of the Franchisee' s name, or the name of any of its Affiliates;

5.7.6. not develop any internet site that uses, displays or references the Brand, the
Concept IP or the Marks in their domain names or in any other manner, without the prior written consent
of the Franchisor;

5.7.7. not assert, or assist any third party to assert any right to, interest in or control
over any marketing pages, reputation management sites, social media or advertising content pages (such
as Open Table, YELP, Trip Advisor, Google Plus) that contain the Brand, the Concept IP or the Marks,
without the prior written consent of the Franchisor;

5.7.8. not cause, or permit anything within the Franchisee's control to occur which
may damage, endanger, or reduce the value of the Brand, the Concept IP, the Marks or the Intellectual
Property, or that would tend to allow them or any part of them to become generic, lose their
distinctiveness, or become liable to mislead the public, including with respect to any other trade mark,
trade name, service mark or other Intellectual Prope1iy Rights of Franchisor, or assist any other Person
or Entity to do so;

5.7.9. not interfere in any manner with, nor attempt to prohibit, the use or registration
with applicable Governmental Authorities of all or any part of the Brand, the Concept IP, the Marks, the
Intellectual Property or any other trademark, trade name, service mark or other Intellectual Property
Rights of the Franchisor or its Affiliates;

5.7.10. not use any concept, name or mark similar to or capable of being confused with
any of the Brand, the Concept IP, the Marks or the Intellectual Property or any other trade mark, trade
name, service mark, or other Intellectual Property Rights of the Franchisor or its Affiliates;

5.7.11. not translate or register this Agreement or any correspondence or documents in

connection with this Agreement into any language other than English without the express prior written
2
consent of the Franchisor, provided however, that if it is a mandatory requirement under the Applicable

3
Law that the Franchisee record the existence of this Agreement in order to perfonn its obligations under
this Agreement (such as the Commercial Agencies Depa11ment or the Ministry of Commerce and
Investment), then the Paiiies shall execute a Summary Agreement in a form acceptable to Franchisor,
provided further, that in the event of any inconsistency between the terms of this Agreement and the
terms of a Summary Agreement, the terms of this Agreement shall prevail;

5.7.12. not assign, transfer, sublicense or franchise any of the Brand, the Concept IP, the
Marks or Intellectual Prope11y to any other Persan or Entity;

5.7.13. not use the Brand, the Concept IP, the Marks or the Intellectual Property (or any
mark confusingly similar thereto), individually or in combination, as part of (a) its corporate or trade
name, or (b) any domain name;

5.7.14. not directly or indirectly, oppose, challenge or allow/permit or assist its Affiliate
or a third paiiy to oppose or challenge the existence of, the Franchisor's or its Affiliate's application for
registration of the Brand, the Concept IP, the Marks or the Intellectual Property anywhere in the world;

5.7.15. not use or apply to register, nor assist any of its Affiliate or any third paiiy in
using, applying or registering, any trade name, corporate name, business name or domain name which
include, in whole or in part, the Brand, the Marks or part thereof, or any confusingly similar word or
symbol to the Brand or the Marks anywhere in the world;

5.7.16. not grant or attempt to grant a security interest in, or otherwise encumber, the
Brand, the Concept IP, the Marks or the Intellectual Property or record any such security interest or
encumbrance against any application or registration regarding any of them in the United States Patent
and Trademark Office or in any other jurisdiction;

5.7.17. not operate the Restaurant or allow the Restaurant to he operated in violation of
the Restaurant Standards or the Standard Operating Procedures;

5.7.18. not use a personality or celebrity to endorse or promote the Restaurant, Brand,
the Concept IP, the Marks or the Intellectual Prope11y without the prior written approval of Franchisor.

5.8. Franchisee's Duties Regarding Infringement.

5.8.1. Notification. The Franchisee will promptly notify the Franchisor in writing
giving reasonable detail if any of the following matters (each an "Infringement Claim") come to its
attention:

(a) the actual, suspected to threatened infringement of the Brand, the

Concept IP, the Marks or the Intellectual Property, including the Design Documents for the
Restaurant;

(b) any actual, suspected to threatened claim in the nature of infringement

against the Franchisor, or with respect to the Brand, the Concept IP, the Marks or the Intellectual
Property, including the Design Documents for the Restaurant;

(c) any actual, suspected or threatened opposition to the Marks;

1
 (d) any actual, suspected or threatened claim that the Brand, the Concept IP,
the Marks or the Intellectual Property are invalid, infringe third party rights, cause deception,
confusion; or

(e) any actual, suspected or threatened action that otherwise attacks the
Brand, the Concept IP, the Marks or the Intellectual Property of the Franchisor or any of its
Affiliates.

5.8.2. Actions. The Franchisee will, where requested by the Franchisor, and at the
Franchisor's sole cost, provide all assistance reasonably necessary with respect to any Infringement
Claim, including by providing the Franchisor with all relevant information in its possession regarding
any Infringement Claim. Subject to consulting in good faith with the Franchisee on any Infringement
Claim, the Franchisor shall, at all times, in its discretion have full control over the conduct of any
Infringement Claim and any settlement. The Franchisee shall not make any admissions in respect of any
Infringement Claim and shall coordinate with Franchisor regarding any responses to subpoenas or
discovery requests in any Infringement Claim. All proceeds from any Infringement Claim, whether as the
resuit of verdict or settlement, shall remain the sole property of the Franchisor and its Affiliates.

5.9. Franchisor's Warranty. The Franchisor represents and warrants to the Franchisee, that:

5.9.1. The rights granted in this Agreement to the Franchisee and the use of the Brand,
the Concept IP and the Marks by the Franchisee in accordance with this Agreement will not, to the actual
knowledge of the Franchisor, infringe the Intellectual Property Rights of any other Person or Entity in
the Territory;

5.9.2. To the Franchisor's actual knowledge, as of the Effective Date, no proceedings

have been threatened or instituted in the Territory by any third party against the Franchisor for the
infringement of that party's Intellectual Prope1ty Rights, nor îs the Franchisor aware of any
circumstances which could possibly lead to such claims; and

5.9.3. To the Franchisor's actual knowledge, as of the Effective Date, no proceedings

have been threatened or instituted in the Territory by any third party against the Franchisor seeking to
challenge the validity of the Brand, the Concept IP or the Marks, nor is the Franchisor presently aware of
any circumstances which could possibly lead to such claims.

6. [INTENTIONALLY OMITTED]

7. LICENSE FEES.

7.1. License Fee. In consideration ofthe Licenses granted herein, the Franchisee agrees to pay
the Franchisor a monthly fee in an amount equal to seven percent (7%) of Gross Sales derived from the
operation of each Restaurant for the duration of the License for each such Restaurant, pro-rated for any
pmiial month (the "License Fee").

7.2. Payment. The License Fee for each Restaurant shall he paid in monthly installments in
arrears by electronic funds transfer of immediately available funds based on the Gross Sales of each
Restaurant for each calendar month without any set-off, counterclaim or other reduction whatsoever
(except as expressly permitted by this Section 7.2). The Franchisor shall be entitled to a License Fee
2
for each

3
Restaurant in the mm1mum amount of Three Hundred Fifty Thousand and 00/100 Dollars (USD
$350,000.00) per annum ("Minimum License Fee"), pro-rated and paid in mTears in equal monthly
installments of Twenty-Nine Thousand One Hundred Sixty-Six and 67/100 Dollars ($29,166.67) (the
"Monthly License Fee Minimum"), including in the circumstance in which seven percent (7%) of
Gross Sales from the operation of a Restaurant for the month would fall short of the Monthly License
Fee Minimum (the "Accrued Deficit"). The Aecrued Deficit of a Restaurant will accumulate during the
Operating Year for that Restaurant only, and the balance of the Accrued Deficit will be offset against the
License Fee payable to the Franchisor for the Restaurant during the ensuing months until the Revenue
Deficit for such Restaurant is eliminated, provided however, that the Accrued Deficit will not be offset
against the License Fee unless and until the amount of the License Fee calculated pursuant to this Section
7.2 in an ensuing month exceeds the Monthly License Fee Minimum, providedfurther, that in no event
shall the Franchisor receive less than the Monthly License Fee Minimum in any month, or less than the
Minimum License Fee in any Operating Year. The Accrued Deficit of a Restaurant, if any, at the end of
an Operating Year shall be reset at zero at the beginning of each ensuing Operating Year, and shall not
roll over. There shall be an annual reconciliation of the License Fee based on the actual Gross Sales of a
Restaurant for the entire Operating Year, and to the extent that any adjusting payment is required, it shall
be paid to the Franchisor (as appropriate) within ten (1O) Business Days of receipt of such final Annual
Statement.

7.3. Currency. All payments made to the Franchisor pursuant to this Agreement shall be
calculated and paid to the Franchisor in U.S. Dollars. For the purpose of calculating such payments
hereunder, all Gross Sales of a Restaurant received in a currency other than U.S. Dollars shall be
converted at the spot currency rate announced by the website www.oanda.com on the last day of each
month (or if such website is no longer operative or such rate is not published thereon, then a customary
financial publication selected by the Franchisor in its reasonable discretion listing such exchange rate).
The Franchisee will be responsible for costs and expenses of wire transfer or other form of electronic
funds transfer and all costs and expenses of currency applicable to all amounts payable to the Franchisor
or its Affiliates under this Agreement, none ofwhich shall be an offset to the License Fee.

7.4. Ali Fees Exclusive of Taxes. All fees payable to the Franchisor under this Agreement,
and all other sums payable to the Franchisor in connection with the rights granted to the Franchisee
under this Agreement shall be grossed up and paid by the Franchisee net of and exclusive of any taxes
(including, but not limited to, any sales, VAT, or goods and services taxes) or other charges imposed by
any Governmental Authority. All such payments tobe made by the Franchisee to the Franchisor under
this Agreement shall be made free and clear of all deductions, withholdings, counterclaims or set-off of
any kind. All taxes and charges attributable to the fees payable hereunder shall be payable by the
Franchisee in a time and manner that will not cause any hold on, delay of, or withholding to be assessed
against such fees. In the event that any sum paid or payable to the Franchisor under this Agreement (the
"Original Sum") is or will be subject to tax in the hands of the F1·anchisor, or any deduction or
withholding is required tobe made by the Franchisee or the Franchisor from the Original Sum, whether
by Applicable Law or as a result of a change of Applicable Law, which results in the Franchisor
receiving less than the Original Sum, or otherwise result in the Franchisor no longer being able to claim a
credit to eliminate double taxation in respect of the payments due to it under this Agreement, then the
Franchisee shall be obligated to gross up the Original Sum to pay such increased amount necessary to
ensure that, after payment ofthe tax or charge, and ifrelevant, after the deduction or withholding has been
made, there shall be left an amount equal to the Original Sum in the hands ofFranchisor.

30
 7.5. Late Payments. Unpaid amounts due and owing to Franchisor under this Agreement
shall hear interest on the past due halance at the Interest Rate, compounded monthly, provided however,
that if the last day on which any such amounts due and owing from Franchisee can he paid without heing
considered past due falls on a non-Business Day, then the last day for paying such sums without heing
considered past due shall he the next Business Day. Franchisor' s acceptance of interest or any late
payment shall not he deemed a waiver or relinquishment of any ofFranchisor's rights or remedies
hereunder.

7.6. Legal Restrictions. If at any time, any legal restriction shall he imposed upon the
purchase of U.S. Dollars, or the transfer to, or credit of, a non-resident Entity with payments in U.S.
Dollars, the Franchisee shall notify the Franchisor immediately. The Franchisee shall use commercially
reasonahle efforts to ohtain any consents or authorizations, which may he necessary in order to permit
timely payments in U.S. Dollars of all amounts payahle in accordance with this Agreement. While such
restrictions are in effect, the Franchisor may require the Franchisee to deposit all amounts due, hut
unpaid, as a resuit of such a restriction in any type of account, in any hank or institution designated hy
the Franchisor, and in any currency designated hy the Franchisor that is availahle to the Franchisee. The
Franchisor shall he entitled to all interest earned on such deposits. If such legal restrictions prevent the
payment hy the Franchisee of amounts due in accordance with this Agreement in U.S. Dollars, then the
Parties shall negotiate in good faith alternative payment terms which will allow the Franchisee to make
payments under this Agreement in an alternative currency, provided however, that the amount payahle to
the Franchisor in alternative currency shall not he less than the amount then owing to the Franchisor in
U.S. Dollars taking into account currency exchange rates, fees and costs. In the event such restrictions
prevent payment hy the Franchisee of amounts due in accordance with this Agreement in U.S. Dollars
for a period of six (6) consecutive months or more, the Franchisor shall have the right (hut not the
ohligation) to terminate this Agreement without the need for a court order effective upon delivery of
written Notice to the Franchisee.

7.7. Reimbursable Expenses. From and after the Effective Date, Franchisor shall he entitled
to receive reimhursement for all Reimhursahle Expenses actually paid or incurred by Franchisor in the
development or operation ofthe Restaurants in accordance with the terms and conditions ofthis Agreement
and subject to budgets approved hy the Parties. All such Reimbursahle Expenses shall he deemed to be a Pre-
Opening Expense (for such Reimbursahle Expenses incurred during the Pre-Opening Period) or an operating
expense (for such Reimhursahle Expenses incurred on or after an Opening Date), unless otherwise agreed
upon hy the Parties in writing. Franchisee shall pay Franchisor the Reimhursable Expenses in accordance with
the Pre-Opening Budget or Annual Budget approved by the Parties, or in accordance with the written
agreement of the Franchisee, and Franchisee shall directly pay or reimburse Franchisor within thirty (30)
calendar days ofreceipt of invoices with reasonahle supporting documentation for any expense to he paid
or reimbursed hy Franchisee pursuant to this Section 7.7, or any other provisions of this Agreement pursuant
to which Franchisor is entitled to reimbursement from Franchisee. To the extent that the Franchisee
disputes any Reimhursahle Expense by Franchisor, Franchisee shall follow the dispute resolution mechanism
set forth in this Agreement. Without limiting the payment of any other Reimbursahle Expenses hereunder, the
following Reimhursahle Expenses are pre-approved by the Franchisee within the limits of hudgets approved
by the Parties in association with the design, development, construction, pre opening and operation of the
Restaurants:

(a) Franchisor's Design Expenses. Ali reasonable costs incurred by Franchisor with
respect to the costs of any hlue prints, and any fees payable to Franchisor 's designer required in order to
use any plans or designs for which Franchisor's designer is entitled to payment for use of such plans or

1
designs; and

2
 (b) Site Visits and Travel Expenses . The salary, benefits, Travel Costs and
Accommodations of (i) Franchisor's development, operations and management teams (including
members of the Executive Staff) tobe present at a Restaurant during any Site Visit, (ii) Franchisor's
development team to be present at a Restaurant for a minimum of three (3) weeks during the
construction of the Restaurant, (iii) Franchisor's development and operations teams to be present for four
(4) consecutive weeks immediately preceding the Opening Date. In addition to the foregoing, Franchisor
shall have the right (but not the obligation) to send operations and management teams tobe present at a
Restaurant for two (2) consecutive weeks following its Opening Date, and a total ofthree (3) weeks per
Operating Year during the Term, and Franchisee shall reimburse Franchisor for the salary, benefits,
Travel Costs and Accommodations for such individuals. Notwithstanding the foregoing, if the Franchisee
requests that any member of Franchisor's development, operations, management or executive team be
present at the Restaurants after its Opening Date, then the Ft·anchisee shall reimburse Franchisor for the
salary, benefits, Travel Costs and Accommodations for such individuals.

7.8 Security Deposit. [Intentionally Deleted].

8. TERM AND TERMINATION.

8.1. Term. The term ofthis Agreement shall commence as of the Effective Date and, unless
terminated earlier in accordance with Section 8.2, shall remain in force until the earlier expiration or
termination of the License for the final Restaurant developed and opened to the public under the terms of
this Agreement. For purposes of clarity, the term of this Agreement shall apply solely to the License(s)
then in effect, and the term of this Agreement shall not extend the Term of any License that has expired
or terminated pursuant to Section 5.3 herein.

8.2. Termination for Cause by Franchisor . In addition to any termination right specifically
set forth herein, Franchisor shall have the right (but not the obligation):

8.2.1. to terminate this Agreement, including all Licenses contained herein,

immediately by giving written notice to Franchisee, if the Franchisee fails to pay any amount due under
this Agreement on the due date for payment and fails to cure such payment default within five (5)
Business Days of being notified in writing to do so;

8.2.2. to terminate this Agreement, including all Licenses contained herein,

immediately by giving written notice to Franchisee, if the Franchisee breaches any material
representation, warranty, covenant or agreement contained in this Agreement (other than a payment
default which is governed by Section 8.2.1) and (if such breach is curable) fails to cure such breach
within thirty (30) days of being notified in writing to do so;

8.2.3. to terminate this Agreement, including all Licenses contained herein,

immediately by giving written notice to Franchisee, if the Franchisee (i) becomes insolvent or admits its
inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily,
to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed
within seven (7) Business days or is not dismissed or vacated within forty-five (45) days after filing; (iii)
is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment
for the benefit

3
of creditors; or (v) has a receiver, trustee, custodian or similar agent appointed by order of any court of
competent jurisdiction to take charge of or sell any material portion of its property or business;

8.2.4. to terminate this Agreement, including all Licenses contained herein,

immediately by giving written notice to Franchisee, if the Franchisee, in the reasonable opinion of
Franchisor, does or omits to do something that might materially damage the image or reputation of the
Brand, the Concept or the Marks, or brings Franchisor or its Affiliates, or the goods and services offered
by Franchisor or its Affiliates iuto disrepute;

8.2.5. to terminate this Agreement, including all Licenses contained herein,

immediately by giving written notice to Franchisee, upon the conviction of Franchisee, or Franchisee's
directors or executive officers of criminal fraud or embezzlement;

8.2.6. to terminate this Agreement, including alt Licenses contained herein,

immediately by giving written notice to Franchisee, if Franchisor detennines in its reasonable judgment,
whether based on a written notification from a Government Authority or otherwise, that (i) the continued
operation ofthe Restaurants, (ii) Franchisor's association with the Franchisee or its Affiliates, any
successor to Franchisee, or any subsequent owner of the Restaurants whatsoever, or (iii) the performance
of any obligations under this Agreement would cause Franchisor or any of its Affiliates to be in material
violation of any Applicable Law, or would subject Franchisor or any of its Affiliates (including any of
their respective material assets, licenses, permits or interests) to any material fines, penalties, sanctions,
confiscation, suspension, revocation, or similar liability or action, including vicarious liability for
violation of Section 23 of this Agreement;

8.2.7. to terminate this Agreement, including all Licenses contained herein,

immediately by giving written notice to Franchisee, upon an improper transfer or assignment by
Franchisee in violation of this Agreement;

8.2.8. to terminate the License and this Agreement as and with respect to a Restaurant,
if such Restaurant does not exceed its Termination Threshold, provided however, Franchisor
acknowledges that the ability of a Restaurant to exceed the Tennination Threshold may be affected by a
number of events not within the reasonable control of Franchisee, and as such, notwithstanding anything
to the contrary contained herein, the Termination Threshold shall not apply in the event of any
occurrence not within the reasonable control of Franchisee, which has a material impact on the EBITDA
or Gross Sales of the Restaurant for the applicable Operating Year, including but not limited to: (i) a
Force Majeure Event; or
(ii) Casualty.

8.2.9. to terminate this Agreement, including all Licenses contained herein,

immediately by giving written notice to Franchisee upon a Change of Control of Franchisee.

8.3. Termination for Cause by Franchisee. The Franchisee shall have the right (but not the
obligation) to terminate a License with respect to a Restaurant immediately by giving written notice to
Franchisor:

8.3.1. if the Franchisor breaches any material representation, warranty, covenant or

agreement contained in this Agreement, and (if such breach is curable) fails to cure such breach within
thirty (30) days of being notified in writing to do so;
4
 8.3.2. if the Franchisor (i) becomes insolvent or admits its inability to pay its debts
generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under
any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7)
Business days or is not dismissed or vacated within forty-five (45) days after filing; (iii) is dissolved or
liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit
of creditors; or
(v) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent
jurisdiction to take charge of or sell any material portion of its property or business; or

8.3.3. upon the conviction of Franchisor, or Franchisor's then directors or executive

officers of criminal fraud or embezzlement;

8.3.4. if a Restaurant does not exceed its Termination Threshold, provided however,
that Franchisee acknowledges that the ability of a Restaurant to exceed the Termination Threshold may
be affected by a number of events not within the reasonable control ofFranchisor, and as such,
notwithstanding anything to the contrary contained herein, the Termination Threshold shall not apply in
the event of any occurrence not within the reasonable control of Franchisor, which has a material impact
011 the EBITDA or Gross Sales of the Restaurant for the applicable Operating Year, including but not
limited to: (i) a Force Majeure Event; (ii) Casualty; or (iii) ifthe Premises is within a mall, the Occupancy
Rate is less than seventy percent (70%) during any applicable Operating Year.

9. POST-TERMINATION RIGHTS AND OBLIGATIONS.

9.1. Effect of Termination of Agreement. Upon the expiration or termination of

this Agreement for any reason, and subject to any express provisions set out elsewhere in this
Agreement:

9.1.1. all outstanding amounts payable by the Franchisee to the Franchisor shall
immediately become due and payable;

9.1.2. all rights and Licenses granted to Franchisee pursuant to this Agreement shall
cease;

9.1.3. The Franchisee shall cease all use ofthe Brand, the Concept IP, the Marks or any
other Intellectual Property licensed under this Agreement or any License;

9.1.4. The Franchisee shall cooperate with the Franchisor in the cancellation of
any licenses recorded pursuant to this Agreement and shall execute such documents and do all acts and
things as may be necessary to effect such cancellation;

9.1.5. The Franchisee shall, at its sole cost and expense, immediately de-register any
Summary Agreement (including the Registered User Agreement) with the trademark registry, the
Commercial Agencies Department, the Ministry of Commerce and Investment or any other ministry or
agency in the Territory, without imposing or passing any fees or costs upon Franchisor;

9.1.6. The Franchisee shall, at its sole cost and expense, immediately de-register any
registered trade name or corporate name that incorporates the Brand and/or the Marks with all
1
Governmental Authorities;

2
 9.1.7. If this Agreement is registered at the Commercial Agencies Department of the
Ministry of Commerce and Investment, the Franchisee must, at its sole cost and expense, immediately
de register the Agreement.

9.1.8. The Franchisee shall remove all distinctive features of the Brand or the Concept
from the Restaurants and all Premises, including but not limited to all exterior and interior signage
containing the Brand or the Marks, and the distinctive trade dress elements associated with a Branded
restaurant;

9.1.9. The Franchisee shall change the staffuniforms;

9.1.10. The Franchisee shall discontinue the use or display of the Standard Operating
Procedures, the Brand and Operations Manuals, the Brand, the Marks and any other Intellectual Property,
including all usage of the same in connection with the operation, advertisement and promotion of any
Premises as a restaurant or for any other subsequent use;

9.1.11. The Franchisee shall not hold out to the public that any Premises, whether used
as a restaurant or for any other subsequent use, has any connection with the Franchisor or its Affiliates,
the Brand, the Concept or the Marks;

9.1.12. The Franchisee shall take all other actions reasonably required to preclude the
possibility of confusion on the paii of the public that a Premises, whether used as a restaurant or for any
other subsequent use, is affiliated or connected with the Franchisor or its Affiliates, the Brand, the
Concept or the Marks;

9.1.13. The Franchisee shall remove all elements comprising the Brand, the Concept
and the Marks from all Premises; and

9.1.14. The Franchisee shall promptly returu to the Franchisor, or, at the Franchisor's
option, destroy, at the Franchisee's expense, all records and copies of technical and promotional material
in its possession relating to the Brand, the Concept IP, the Marks or any other Intellectual Propetiy
licensed under this Agreement, and of any Confidential Information of the Franchisor and all copies
thereof.

9.2. Effect of Termination of License. If a License granted to Franchisee hereunder expires

or is terminated for any reason, then with respect to such License and subject to any express provisions
set out elsewhere in this Agreement:

9.2.1. all outstanding amounts payable by the Franchisee to the Franchisor in respect of
such License shall immediately become due m1d payable;

9.2.2. the License granted to Franchisee pursuant to this Agreement shall cease;

9.2.3. The Franchisee shall cease all use of the Brand, the Concept IP, the Marks or any
other Intellectual Property licensed under the applicable License;

3
 9.2.4. The Franchisee shall cooperate with the Franchisor in the cancellation of
any licenses recorded pursuant to this Agreement and shall execute such documents and do all acts and
things as may be necessary to effect such cancellation;

9.2.5. If the License is registered at the Commercial Agencies Department of the

Ministry of Commerce and Investment, the Franchisee must, at its sole cost and expense, immediately
de-register the License without imposing or passing any cost onto Franchisor;

9.2.6. The Franchisee shall remove all distinctive features of the Brand or the Concept
from the Restaurant and the Premises associated with the expired or terminated License, including but
not limited to all exterior and interior signage containing the Brand or the Marks, and the distinctive
trade dress elements associated with a Branded restaurant;

9.2.7. The Franchisee shall change the staffuniforms in the Restaurant and the
Premises associated with the expired or terminated License;

9.2.8. The Franchisee shall discontinue the use or display of the Standard Operating
Procedures, the Brand and Operations Manuals, the Brand, the Marks and any other Intellectual Property,
including all usage of the same in connection with the operation, advertisement and promotion of the
Premises associated with the expired or terminated License as a restaurant or for any other subsequent
use;

9.2.9. The Franchisee shall not hold out to the public that the Premises associated with
the expired or terminated License, whether used as a restaurant or for any other subsequent use, has any
connection with the Franchisor or its Affiliates, the Brand, the Concept or the Marks;

9.2.10. The Franchisee shall take all other actions reasonably required to preclude the
possibility of confusion on the pmt of the public that the Premises associated with the expired or
terminated License, whether used as a restaurant or for any other subsequent use, is affiliated or
connected with the Franchisor or its Affiliates, the Brand, the Concept or the Marks;

9.2.11. The Franchisee shall remove all elements comprising the Brand, the Concept
and the Marks from the Premises associated with the expired or terminated License; and

9.2.12. The Franchisee shall promptly returu to the Franchisor, or, at the
Franchisor's option, destroy, at the Franchisee's expense, all records and copies of technical and
promotional material in its possession relating to the Brand, the Concept IP, the Marks or any other
Intellectual Property licensed under this Agreement, and of any Confidential Information of the
Franchisor and all copies thereof.

10. INDEMNITY.

10.1. By Franchisee.

In addition to any other indemnity obligations of the Franchisee expressly set forth herein, but
excluding any indemnity obligation covered by Section 10.2, the Franchisee hereby covenants and agrees
to indemnify, save, defend and hold hmmless, at the Franchisee's sole cost and expense, Franchisor,
Franchisor's Affiliates, and the officers, directors, agents, employees, legal representatives and
shareholders of the Franchisor and the Franchisor's Affiliates, as well as their permitted successors and
4
assigns (all of such Persons being collectively referred to herein as the "Franchisor Indemnified Persons"
and each such reference to such term shall refer jointly and severally to each such Person) from and against
the full amount of any and all Losses suffered by any Franchisor Indemnified Persons, as well as from any
Claims against any Franchisor Indemnified Persons, as a consequence of, or in co1111ection with:

(a) the development, construction, pre-opening or operation of each Restaurant, except to

the extent such Claims arise from or relate to any act offraud, gross negligence or willful default by
Franchisor;

(b) the employment of staff of the Restaurants (including, for the avoidance of doubt, any
Claims by a member or members of staff that his/her employment has transferred to Franchisor by
operation of law or otherwise, or that Franchisor is an employer or a joint employer of the staff); and/or

(c) any breach or nonfulfillment, in any material respect, of the material representations,
warranties, covenants or agreements made by the Franchisor in this Agreement.

If and to the extent the Franchisee does not undertake the defense of any Claim covered hereunder
in a timely manner, then any Franchisor Indemnified Person, at the Franchisee's sole cost and expense, may
defend such Claim or cause the same to be defended by counsel designated by such Franchisor Indemnified
Person, subject to the approval of the Franchisee, which approval shall not be unreasonably withheld,
conditioned or delayed. Payments by the Franchisee under this Section 10.1 in respect of any Losses are
limited to the amount of any liability or damage that remains after deducting any insurance proceeds and
any indemnity, contribution or similar payment actually received by a Franchisor Indemnified Person in
respect of any such indemnity claim. The Franchisee and Franchisor Indemnified Persons shall use their
respective commercially reasonable efforts to seek to recover any insurance proceeds available in
co1111ection with Losses covered under this Section 1O.1.

10.2. By Franchisor.

1n addition to any other indemnity obligation of Franchisor expressly set forth herein, but excluding
any indemnity covered by Section 1O.1, Franchisor hereby covenants and agrees to indemnify, save, defend
and hold harmless, at Franchisor's sole cost and expense, the Franchisee, Franchisee's Affiliates, and the
officers, directors, agents, employees, legal representatives and shareholders of the Franchisee and the
Franchisee's Affiliates as well as its permitted successors and assigns (all of such Persons being collectively
referred to herein as the "Franchisee lndemnified Persons" and each such reference to such term shall
refer jointly and severally to each such Person) from and against the full amount of any and all Losses
suffered by any Franchisee Indemnified Persons, as well as from any Claims against any Franchisee
lndemnified Persons, as a consequence of, or in co1111ection with:

(a) Any intellectual property infringement attributable to the Franchisee's use of the Brand
or the Marks in the Territory;provided however, that such indemnity, defense, and hold harmless
obligations of the Franchisor shall not apply to the extent that such infringement is the resuit of actions
or omissions by the Franchisee that violate the terms ofthis Agreement or the License; and/or

(b) any breach or nonfulfillment, in any material respect, of the material representations,
wananties, covenants or agreements made by the Franchisor in this Agreement.

If and to the extent Franchisor does not undertake the defense of any Claim covered hereunder in
a timely manner, Franchisee, at Franchisor's sole cost and expense, may defend such action, suit or
proceeding or cause the same to be defended by counsel designated by Franchisee, subject to the
approval of Franchisor, which approval shall not be unreasonably withheld, conditioned or delayed.

5
Payments by

6
Franchisor under this Section 10.2 in respect of any Losses are limited to the amount of any liability or
damage that remains after deducting any insurance proceeds and any indemnity, contribution or similar
payment actually received by Franchisee Indemnified Person in respect of any such indemnity claim.
Franchisee and Franchisee Indemnified Person shall use their respective commercially reasonable efforts
to seek to recover any insurance proceeds available in connection with Losses covered under this Section
10.2.

10.3. Survival.
The provisions of this Section 1O shall survive the expiration or termination of this Agreement
for the applicable statute of limitations for which a Claim may be made against the Franchisee or the
Franchisor as applicable, provided however, that with respect to any Claim for which the Franchisee or
the Franchisor has demanded indemnity under this Section 10 within the applicable statute of limitations
period, the provisions ofthis Section 10 shall survive untH such Claim is finally resolved.

11. INSURANCE.

11.1. Ali Risk. During the Te1m of each License governed by this Agreement, and as a condition
precedent to an Approval Notice for each Restaurant, Franchisee shall provide, maintain and pay for
replacement cost "all risk" property physical damage, including earthquake and flood, and boiler and
machinery insurance ("Ali Risk Insurance") on all physical property located onor in the Premises or the
Restaurant, or servicing the Restaurant, including but not limited to buildings, personal property,
improvements and betterments, furniture, fixtures and equipment. Proceeds received as a result of claims
made in respect of the All Risk Insurance shall be used for the restoration of the property physically
damaged in accordance with this Agreement (or as otherwise determined by the written agreement of
Franchisee and Franchisor). Franchisee shall also maintain and pay for Business Interruption, Extra
Expense and Loss of Rental income insurance ("Business Interruption Insurance") written on an actual
loss sustained basis for a period of at least twelve (12) months for interruptions to the operation of the
Restaurants caused by any occurrence covered by the All Risk Insurance policy, or by terrorism or an order
of civil authority, which Business Interruption Insurance shall name Franchisor as a loss payee for
Franchisor's loss of License Fees, profits and additional expenses resulting from any covered interruptions
to the operation ofthe Restaurants. The AU Risk and Business Interruption Insurance, as applicable, shall
contain the following endorsements: (i) Franchisor shall be shown as "insured as its interest may appear";
(ii) Earth movement, including earthquake shocks, subsistence, mudslides and volcanic eruptions
(including volcanic blast or airborne shock waves, dust or particulate matter, and lava flow); (iii) flood
(including rising waters, backup of storm sewers and drains, and storm surges); (iv) boiler and machinery
coverage; (v) ordinance and law coverage; (vi) debris removal; (vii) off premises service interruption,
gas, electricity, telecommunications, water and sewage; (viii) contingent business income and dependent
properties; and (ix) in-transit coverage.

11.2. Liability Insurance. As a condition precedent to an Approval Notice for each

Restaurant, Franchisee shall carry and maintain liability insurance coverage policies reasonably
satisfactory to Franchisor as set forth in this Section 11.2 for the duration of the License for such
Restaurant. The insurance coverage required under this Section 11.2 shall be issued by an insurance
company or companies acceptable to Franchisor and authorized to provide insurance in the Territory,
with a current A.M. Best Company rating of at least A-: VII, or its equivalent. Such insurance shall be
primary and non-contributory to any insurance provided by Franchisor. Franchisee's insurance
requirements set forth below are minimum requirements

7
for this Agreement and do not limit the indemnity obligations of Franchisee contained in Section 10.1.
The minimum coverage required ofFranchisee is as follows:

(a) Commercial General Liability (Occurrence Fonn) . Franchisee shall

procure Commercial General Liability Insurance on an occunence form covering all operations,
including products liability, completed operations, innkeepers legal liability, liquor liability, damage to
rented premises, personal & advertising injury and blanket con11ractual liability, with coverage for all
equipment used in the performance of any work or services under this Agreement (whether owned,
rented or borrowed) containing limits of at least One Million United States Dollars (USD $1,000,000.00)
per occurrence and Two Million United States Dollars (USD $2,000,000.00) in the ammal aggregate for
broad form property damage and bodily injury (including death) for each Restaurant. The commercial
general liability policy shall include no exclusions or limitations in coverage for abuse/molestation, false
imprisonment and assault & battery.

(b) Workers' Compensation and Employer's Liability Insurance . Franchisee shall

procure Workers' Compensation with limits as required by statute in the Tenitory covering all ofthe Staff
and Franchisee's personnel performing work or services in connection with this Agreement for each
Restaurant, with limits of at least One Million United States Dollars (USD $1,000,000.00) each accident
and each employee for disease, endorsed to provide coverage for third party liability.

(c) Automobile Liability Insurance. Franchisee shall procure automobile insurance

with limits of at least One Million United States Dollars (USD $1,000,000.00) combined single limit
coverage per accident for each Restaurant. This policy shall include coverage for loss due to bodily
injury or death of any person, or property damage arising out of the ownership, maintenance, storage,
operation or use of any motor vehicle whether owned, non-owned, hired or leased. Coverage for Garage
Keepers Legal Liability for each Restaurant shall be included if required by Franchisor where valet
services are provided by Franchisee or Franchisor.

(d) Cyber-Insurance. Franchisee shall procure cyber-insurance with limits of at least

One Million United States Dollars (USD $1,000,000.00) each occurrence/aggregate without sublimit for
each Restaurant. This policy shall include coverage for notification costs, credit monitoring, costs to
defend claims by Governmental Authorities, fines, penalties and losses resulting from identity theft, as
well as for business interruption, data loss/destruction, funds transfer loss and cyber exto1iion.

(e) Umbrella/Excess Liability Insurance. Franchisee shall procure an umbrella

and/or excess liability insurance policy with limits of at least Fifteen Million United States Dollars
(USD
$15,000,000.00) each occurrence/aggregate, which may cover all Restaurants. The policies must follow
form of the commercial general liability, automobile liability and employers' liability policies. The
umbrella and/or excess policies shall include no exclusions or limitations in coverage for
abuse/molestation, false imprisonment and assault & battery.

(f) Employment Practices Liability lnsurance. Franchisee shall procure

Employment Practices Liability insurance with limits of at least Two Million United States Dollars (USD
$2,000,000.00) per occurrence/aggregate for each Restaurant. The employment practices liability
insurance policy shall be endorsed to provide coverage for third party liability, and include coverage for
Franchisor on a co defendant basis.

8
 (g) Commercial Blanket Crime Insurance. Franchisee shall procure commercial
blanket crime insurance with limits of at least One Million United States Dollars (USD $1,000,000.00)
per occurrence/aggregate for each Restaurant. The policy shall include coverage for employee
dishonesty, property of clients, electronic funds transfer and computer fraud crime coverage, as well as
inside and outside robbery, and extortion.

11.3. Additional Insured Endorsement. The required commercial general liability, automobile
liability, umbrella or excess liability policies, and cyber-insurance shall name Franchisor and its
Affiliated Companies and their respective directors, officers and employees as additional insureds, and
shall include contractual liability coverage for the indemnity provisions contained in this Agreement. The
additional insured status shall apply to the full limits ofliability purchased by Franchisee even if those
limits ofliability are in excess of those required by this Agreement. "Affiliated Companies" shall
mean the parent, subsidiaries, partnerships, joint ventures and other Affiliates of Franchisor. Franchisee's
insurance shall apply separately to each insured against whom a claim is made or a suit is brought,
except with respect to the limits of the insurer's liability.

11.4. Certificates of Insurance. Not later than sixty (60) calendar days prior to the Target
Opening Date of a Restaurant, Franchisee shall furnish Franchisor with ce11ificate(s) of insurance
evidencing the required insurance coverage and referencing this Agreement. Each certificate will include
a provision requiring the insurance carrier to provide directly to Franchisor at the address shown in the
notices section of this Agreement, if any, thirty (30) calendar days advance written notice before any
te1mination, cancellation, or other material change to the policies shown on the ce11ificate takes effect,
regardless of whether such action was initiated by Franchisee, other insured or the insurance carrier. For
avoidance of doubt, a "material change" in the policy shall mean a change that would resuit in
Franchisee's non-compliance with a material provision of these insurance requirements. Franchisor shall
not be obligated to provide any ofthe services contemplated under this Agreement absent Franchisor's
receipt of the certificates of insurance set forth herein.

11.5. Primacy of Franchisee's Insurance Coverage . The insurance coverage and limits
Franchisee is required to maintain hereunder shall be primary to any insurance coverage maintained by
Franchisor, its Affiliated Companies and their respective directors, officers, and employees. Franchisor's
insurance shall be excess and non-contributory. Ali policies required under Section 11.2 must include
waivers of subrogation by the insurers in favor ofFranchisor, its Affiliated Companies, and their
respective directors, officers and employees. Franchisee's policies of insurance shall provide for such
waivers by endorsement or otherwise, and shall incorporate such waivers on all certificates of insurance.
The original of all insurance policies required of Franchisee under this Section 11 shall be held by
Franchisee, and Franchisee shall provide Franchisor with copies of such policies and all such other
information concerning the policies as Franchisor may reasonably require. AU insurance policies
required of Franchisee under this Section 11 shall be written in English.

12. OPERATIONAL REQUIREMENTS.

12.1. Standard of Operation; Hours of Operation . The Franchisee shall direct the
management and the operation of each Restaurant in a first-class manner in accordance with the
Operations Manual, the Standard Operating Procedures and the Restaurant Standards, each in
compliance with this Agreement and Applicable Law. The Franchisee shall not act or fail to act in any
manner, and shall not permit or allow any other Person or Entity to act or fail to act in any manner, that
would violate or conflict

40
with the Standard Operating Procedures, the Restaurant Standards or the Operations Manual. The
Franchisee shall keep each Restaurant open to the public seven (7) days a week, including all holidays, for
lunch and dinner, from at least 11:00 a.m. to 11:00 p.m. daily (and, subject to the Restaurant Standards and
Applicable Law, such other hours as the Franchisee may elect the Restaurant to be open in order to
maximize Gross Sales).

12.2. Ouality Assurance. Franchisor may put in place a quality assurance program for each
Restaurant designed to ensure that Franchisee's management and the operation of a Restaurant during the
Term, including staff, will be carried aut in a first-class manner in accordance with the Brand, the
Standard Operating Procedures, the Restaurant Standards and the Operations Manual (the "Quality
Assurance Program"). The Quality Assurance Program may be administered by Franchisor, or by any
qualified and reputable third-party designated by Franchisor in the Territory. To the extent that
Franchisor elects to send a representative to the Territory to administer the Quality Assurance Program or
to inspect a Restaurant, Franchisee covenants and agrees to cooperate, to the fullest extent practicable,
but at no cost to Franchisee, with visa sponsorship applications for such representative. The Quality
Assurance Program may be administered with or without notice to Franchisee and by any reasonable
means, including but nat limited to Franchisor site visits, anonymous or secret-shopper reviews and staff
interviews. Franchisor may, :from time to time, with or without notice to Franchisee, interview
Executive Staff or require Executive Staff to report directly to Franchisor any circumstances in which the
Restaurant operations fail to meet the requirements of any Quality Assurance Program, and to ensure
compliance by the Franchisee with the Brand, the Standard Operating Procedures, the Restaurant
Standards and the Operations Manual. In the event that Franchisor should note any failure by Franchisee
to maintain in any respect the quality standards in accordance with the Brand, the Standard Operating
Procedures, the Restaurant Standards or the Operations Manual, Franchisor may notify Franchisee in
writing of the particular failure or deficiency noted, and Franchisee shall promptly, andin any event
within fifteen (15) calendar days after such notice, correct the same, provided however, that if the nature
of such failure is such that more than fifteen (15) calendar days is required to correct such failure or
deficiency, then Franchisee shall be in compliance with this section if within such fifteen (15) calendar
day period it promptly takes appropriate steps to correct such failure or deficiency, and thereafter
diligently pursues those steps to completion. Notwithstanding the foregoing, Franchisor may demand
immediate correction of any deficiency in the quality standards of the Restaurant or the food and
beverage that, in the reasonable opinion of Franchisor, jeopardizes the reputation or goodwill of the
Brand or the Franchisor or its Affiliates. IfFranchisee fails to timely correct any noted failure or
deficiency, then the Franchisor shall have the right (but nat the obligation) to terminate the License with
respect to the affected Restaurant without court order upon written notice to Franchisee.

13. MAINTENANCE AND REPAIRS.

The Franchisee shall make or cause tobe made such Routine Repair Expenditures as the
Franchisor from time to time deems reasonably necessary so that the Restaurant may be operated in
accordance with the Brand, the Concept, the Standard Operating Procedures and the Restaurant
Standards. In this Section, "Routine Repair Expenditures" means expenditures macle for the
routine maintenance and repair to the FF&E in a Restaurant macle necessary as the result of ordinary
wear and tear. The Franchisee shall ensure that sufficient funds are available for the Franchisee to make
Routine Repair Expenditures for each Restaurant. If the Franchisor proposes to make any Routine Repair
Expenditure that is necessary to maintain the Brand or the Restaurant Standards, and the Franchisee
rejects or refuses to fund such expenditure after notice and a reasonable opportunity to cure (nat to
exceed 30 days), then the Franchisor

1
 shall have the right (hut not the obligation) to terminate the License with respect to the affected Restaurant
without the need for court order effective upon delivery ofwritten notice to the Franchisee.

14. CAPITAL IMPROVEMENT.

For each Operating Year commencing after the first full Operating Year, the Franchisee shall pay
an amount agreed upon by the Parties into a separate hank account estahlished in the name ofthe
Franchisee for the benefit of each Restaurant (the "Capital Improvement Reserve Account"),
provided that the amount shall not he less than three percent (3%) of Gross Sales per Operating Year
until such time that the Capital Improvement Reserve Account reaches a halance of One Million Pive
Hundred Thousand Dollars (USD $1,500,000.00) per Restaurant. The Franchisee shall not withdraw any
funds from, or draw down on the Capital Improvement Reserve Account, except to pay expenses directly
associated with, and necessary for the replacement, renewal and addition to a Restaurant's FF&E or the
Premises, and any non-routine repairs and maintenance to a Restaurant or the Premises necessary, in the
reasonahle opinion of the Franchisor, to maintain the Brand and the Restaurant Standards (such as, hut
not limited to, exterior and interior painting, resmfacing, huilding interior walls, replacing or refinishing
floors, replacing folding walls, and alterations, renewals or replacements to the structure of the
Restaurant or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing, audio/visual
or vertical transportation systems), and to maintain life safety and legal requirements for each Restaurant.
At the end of each Operating Year, any amounts remaining the Capital Improvement Reserve Account
shall he carried forward to the next Operating Year. The Franchisee may not unreasonahly condition,
delay or withhold its approval to any capital improvement expenditure that, in the reasonable opinion of
the Franchisor, is necessary to maintain the Brand and the Restaurant Standards. If the Franchisee refuses
to make capital improvement expenditure for a Restaurant reasonahly necessary to maintain the Brand
and the Restaurant Standards after notice and a reasonahle opportunity to cure (not to exceed 30 days),
the Franchisor shall have the right (hut not the obligation) to terminate the License with respect to the
affected Restaurant without the need for court order effective upon delivery ofwritten Notice to the
Franchisee.

15. BRAND AND MARKETING AUDITS.

The Franchisee shall permit the Franchisor at all reasonahle times and on reasonahle notice to
enter the Restaurant to ensure compliance with the quality standards or any other specifications or
requirements set forth in this Agreement, the Brand Manual, the Standard Operating Procedures and the
Restaurant Standards, as amended from time to time. The Franchisee shall, at its own expense, prior to
any use ofthe Brand, the Concept IP or the Marks, and thereafter at least once in every six (6) months
and at any time at the Franchisor's written request, supply to the Franchisor for review and approval a
reasonahle number of samples or mock-ups of marketing and promotional materials (depicting in detail
the text and layout ofthe Brand aud the Marks) for use in the promotion of the Restaurant. In the event
the Franchisor rejects any sample, the Franchisee shall immediately cease distrihution of such marketing
and promotional materials and shall not commence further distrihution until the Franchisor confirms in
writing that it may do so.

16. ANNUAL BUDGETS; STATEMENTS OF OPERATION AND FINANCIAL AUDIT

RIGHTS.

16.1. Annual Budget. Franchisor and Franchisee shall agree upon the format for an Annual
Budget as soon as reasonahly practicahle after the Effective Date. On or about the date that is ninety
(90) calendar days prior to the Target Opening Date of a Restaurant, or sixty (60) calendar days prior to the
2
end of each Operating Year of a Restaurant, as applicable, Franchisee shall deliver to Franchisor the
proposed annual budget for the following Operating Year for a Restaurant (the "Annual Budget"),
which shall be based upon Franchisee's experience and professional judgment with the operation of
similar restaurants în the Territory and shall take into consideration the Brand, the Standard Operating
Procedures and the Restaurant Standards. Except with respect to the first Operating Year of a Restaurant,
the preparation of the Annual Budget shall be based on the actual results of the immediate prior
Operating Year and reasonable assumptions for future operations, as well as possible occurrences that
Franchisee reasonably believes may impact the marketing and/or operation of a Restaurant, or otherwise
cause changes from the prior Operating Year's results, together with such other information and
assumptions as may be reasonable under the circumstances. Franchisee shall advise Franchisor of any
events and information that may affect Franchisee's budgetary assumptions, such as hotel and mall
occupancy rates, travel statistics or restrictions, visitor information or trends, change of Applicable Law,
economic indicators or forecasts or other pertinent information conceming the Premises, the Restaurant
or the Territory. The proposed Annual Budget shall be prepared în good faith, în accordance with the
requirements of the Brand, the Standard Operating Procedures and the Restaurant Standards, and shall
include, without limitation:

(i) Franchisee's reasonable estimate of Gross Sales, EBITDA, Operating Expenses

and projected EBITDA together with the assumptions forming the basis of such estimates;

(ii) a separate estimate of all Reimbursable Expenses tobe paid under this Agreement;

(iii) a marketing, advertising and public relations/promotional program for the

Restaurant and estimate of costs;

(iv) a compensation plan for all employees, including organizational chart, wage and
benefit analysis, proposed change to wage and incentive compensation guidelines already in
place, and the number and categories of employees needed for the operation of the Restaurant;
and

(v) any other matter deemed appropriate by Franchisee.

16.2. Approval of Annual Budget by Franchisor. Franchisor shall have the right to
review the proposed Annual Budget and to provide Franchisee with its approval of, or any objections in
reasonable detail to such proposed Annual Budget in writing after receipt of the proposed Annual Budget
from Franchisee. If Franchisor objects to Franchisee's estimated budget for Gross Sales or EBITDA of a
Restaurant in a proposed Annual Budget, then the Parties shall meet within ten (1 O) Business Days and
shall use their good faith efforts to reach an agreement on the Annual Budget prior to 1 January of the
applicable Operating Year for a Restaurant. If the Parties reach an agreement as to the proposed Annual
Budget, then Franchisee shall submit a revised Annual Budget in accordance with the agreement reached
by the Parties, which shall then be deemed the approved Annual Budget. Ifthe Parties are unable to reach
an agreement as to the proposed Annual Budget, then the Termination Threshold in Section 8.3.4 shall
not apply to the applicable Operating Year in which the Franchisor disputed the Annual Budget unless it
is determined in accordance with Section 24.3 of this Agreement that Franchisee, based upon to totality
ofthe circumstances, provided a reasonable estimate of Gross Sales and EBITDA for the Restaurant for
the applicable Operating Year after taking into consideration all matters that may impact Gross Sales and
EBITDA, including but not limited to, hotel and mall occupancy rates, travel statistics or restrictions,
visitor information or trends, change of Applicable Law, economic indicators or forecasts or other
pertinent information conceming the Premises, the Restaurant or the Territory.

1
 16.3. Statements of Operation, Audit Rights . The Franchisee shall he responsible for all
accounting and financial reporting obligations regarding the operational results of each Restaurant.
Franchisee shall purchase, install and use in each Restaurant an industry standard "point of sale" system
for cash control and Restaurant management ("POS System"), and shall provide to Franchisor with
access to all data and all statements of operation required for Franchisor to review and audit the financial
statements provided to Franchisor pursuant to this Section, as well all Customer Data collected as the
resuit of patronage of the Restaurant. Franchisee shall take all steps necessary to provide Franchisor with
access to all information in, or generated by or on the POS System for each Restaurant on a real-time
basis for the duration ofthe Term of each License granted pursuant to this Agreement. Failure by
Franchisee to provide Franchisor with realtime access to the POS System shall resuit in a material breach
of this Agreement, and Franchisor shall have the right (but not the obligation) to terminate the License
for the affected Restaurant without a court order immediately upon written notice to Franchisee. The
Franchisee shall prepare and deliver to the Franchisor the following financial reports, statements of
operation and accounts for each
Restaurant in accordance with IFRS: (a) on or prior to the tenth (10h1 ) calendar day of the month
immediately following the month to which the statement relates, monthly operating statements for the
operations and financial results of each Restaurant, which shall include Gross Sales, EBITDA, Operating
Expenses, number ofpatrons/covers, complimentaries and such other items as may reasonably he
requested by the Franchisor (the "Monthly Statements"); (b) within thirty (30) calendar days after the
end of each fiscal quarter, quarterly operating statements for the operations and financial results of each
Restaurant, which shall include Gross Sales, EBITDA, Operating Expenses, number of patrons/covers,
complimentaries and such other items as may reasonably he requested by the Franchisor (the "Quarterly
Statements"); and (c) within ninety (90) days after the end of each Operating Year, annual operating
statements for the operations and financial results of each Restaurant (each an "Annual Statements"),
which shall set forth the Gross Sales, EBITDA, Operating Expenses, number of patrons/covers,
complimentaries and such other items as may reasonably he requested by the Franchisor regarding the
operations and financial results of each Restaurant for the applicable period in such detail as is necessary
to calculate the License Fee payable to the Franchisee pursuant to Section 7.1, and shall additionally set
forth the calculation of the License Fee, including the basis on which such calculation was made. An
officer or managing member of the Franchisee shall cetiify the accuracy of each statement delivered to
the Franchisee. Each Annual Statement delivered to the Franchisor may he audited by a reputable and
intemationally recognized certified public accounting firm (such as BDO, Deloitte or EY) selected by the
Franchisor. The Franchisee shall maintain and retain at its corporate office, and make available or deliver
copies in electronic or hard copy format (as specified by the Franchisor ) to the Franchisor, or to the
designated representatives of the Franchisor, upon the written request, all accounts, statements, balances,
ledgers, check registers, books and records and other financial documents regarding the operations and
financial results of each Restaurant, including those records necessary to calculate or verify Gross Sales,
and to assess compliance with the terms of this Agreement, together with all reports of the Franchisor
pertaining to the Restaurant required by any Govemmental Authority (collectively, the "Books and
Records"). The Franchisee shall keep complete and accurate Books and Records showing the Gross
Sales of each Restaurant during the Term and for a period of seven (7) years thereafter. Such Books and
Records shall he available during normal business hours for inspection and audit by the Franchisor (or its
authorized representative), who shall he entitled to take copies of or extracts from the same. lf such
inspection or audit should reveal a discrepancy in the License Fee paid to the Franchisor from those
payable under this Agreement, the Franchisee shall immediately make up the shortfall, including interest
calculated in accordance with Section 7.5, and reimburse the Franchisor for any professional charges
incurred for such auditor inspection. Such inspection and audit right of the Franchisor shall remain in
effect for a period of two (2) years after the expiration or termination of this Agreement.
2
17. RESTAURANT STAFF.
The Franchisee acknowledges that the goodwill associated the Brand, the Concept, the Marks
and the Intellectual Property is dependent, in pat1, upon the level of talent and service provided by the
Executive Staff of each Restaurant. Accordingly, the Franchisor shall have the right to select for
recruitment and, if required, replace the Executive Staff for a Restaurant, with the compensation
packages for such Executive Staff to be determined by the Franchisee in accordance with its existing
policies. The Franchisor may, at any time before or after the Opening Date of a Restaurant (provided
reasonable notice is given to the Franchisee), but not more than once per Operating Year, require the
Executive Staff of a Restaurant to attend training at such location (whether at the Concept Property, or
elsewhere) as the Franchisor deems necessary to enable the Restaurant tobe operated in accordance with
the Standard Operating Procedures and the Restaurant Standards. All reasonable travel costs,
accommodations and subsistence in connection with the attendance of Executive Staff shall be borne
solely by the Franchisee. Primary responsibility for the day-to-day operation ofthe Restaurant shall rest
with a director of operations or a general manager, and an executive chef, each of whom shall take
direction from, and answer to the Franchisee, provided however, that Franchisee shall undertake to
Franchisor that it will procure for the Executive Staff to follow the instructions of Franchisor with
respect to maintaining quality assurance and Restaurant Standards, and repot1 directly to the Franchisor
to ensure the operation of a Restaurant remains in accordance with the Standard Operating Procedures
and Restaurant Standards, and to maintain standards that are customary and usual in the management and
operation of the Concept Property and the Franchisor's other Branded restaurants during the Term, each
as amended from time to time. The Franchisor shall provide the Franchisee with curriculum vitae, and
such other information as reasonably requested by the Franchisee (including a list of qualifications and
experience, references, proposed compensation package (including housing, and other benefits) and
reason for recommendation) for appropriately experienced and qualified candidates for each of the
Executive Staff positions for a Restaurant. If the Franchisee nominates its own candidate(s) for such
Executive Staff positions, the Franchisee shall consult with the Franchisor with respect to each candidate,
provided however, that the Franchisor shall have the right to reject any such candidate in its sole and
absolute discretion. For the avoidance of doubt, the ultimate decision regarding the hiring, retention and
termination of the Executive Staff shall rest with the Franchisor, and the Franchisee shall take direction
from the Franchisor conceming the hiring, retention and termination of the Executive Staff, unless the
Franchisor's direction would violate Applicable Law. The Franchisor shall have the right to engage in
regular observation of the staff and the Restaurant operations to ensure compliance by the Franchisee
with the Brand, the Standard Operating Procedures, the Restaurant Standards and the Operations Manual.
The Franchisee shall permit duly authorized representatives of the Franchisor to have access to all areas
of Restaurant for such inspection purposes at all reasonable times to ensure that the service, food quality
and customer experience are maintained by the Franchisee and staff in substantial compliance with the
Brand, the Standard Operating Procedures, the Restaurant Standards and the Operations Manual. The
Franchisee shall also provide to the Franchisor (or its duly authorized representatives) reasonable access
to staff to conduct interviews following the provision of reasonable advance notice. If the Franchisor
determines in its reasonable opinion that the Franchisee has failed to maintain the Restaurant in
accordance with the Brand, the Standard Operating Procedures, the Restaurant Standards or the
Operations Manual, and the Franchisee fails to cure any such failure after notice and reasonable
opportunity to cure (not to exceed 30 days after notice), then the Franchisor shall have the right (but not
the obligation) to tenninate this Agreement without court order upon written Notice to the Franchisee.
Notwithstanding the foregoing, the Franchisor is not, and shall not be considered the employer of any
staff of the Restaurant, including Executive Staff. All contracts of employment for the staff of a
Restaurant, including Executive Staff, shall
3
he executed in the name of the Franchisee. All payroll and associated costs and expenses in respect of
each such member of staff hired by the Franchisee, including but not limited to salaries, wages, visa
applications, accommodations, benefits and medical costs, shall he the sole responsibility and expense of
the Franchisee.
18. GIFT CARDS.

If and to the extent the Franchisor authorizes the Franchisee to sell or offer gift cards or
certificates or their electronic equivalent for the Restaurants, such gift cards, certificates or electronic
equivalent must comply with Applicable Law and shall not he redeemable at any other restaurant owned,
licensed, franchised or operated by the Franchisor or its Affiliates in the Territory or anywhere else in the
world. Any promotion, advertisement or other materials conceming the sale of such gift cards, certificates
or electronic equivalent by the Franchisee, including points of sale, shall clearly advise any proposed
purchaser of such restrictions in bold faced, all capital letters and font size no smaller than Times New
Roman 12 point. The Franchisee shall notify the Franchisor of the Franchisee's intent to sell or offer gift
cards or certificates or their electronic equivalent for the Restaurants not later than sixty (60) calendar
days prior to the distribution of such gift cards or certificates or their electronic equivalent to the public,
and the Franchisor shall have the right to refuse the sale of such gift cards or certificates or their
electronic equivalent in its sole discretion. All artwork or creative materials depicted on, or associated
with gift cards or certificates or their electronic equivalent for the Restaurants must he approved in
writing by the Franchisor in advance, such approval not to he unreasonably withheld. To the extent that
the Franchisor authorizes the sale of gift cards or certificates or their electronic equivalent for the
Restaurants, the Parties will agree on a mechanism to account for and realize breakage within Gross
Sales in accordance with IFRS and Applicable Law.

19. DATA PROTECTION.

Franchisee shall he fully responsible to treat any and all Customer Data generated or collected
from the Restaurants in a manner that is compliant with all applicable Data Protection Laws. The
Franchisee shall defend, indemnify and hold harmless the Franchisor from any and all Claims or Losses
arising from or related to any breach of applicable Data Protection Laws by the Franchisee, the
Franchisee 's Affiliates or any other Person or Entity under the direction or control ofthe Franchisee.

20. CONFIDENTIALITY.

20.1. Each Party may disclose certain Confidential Information that it determines from time to
time, in its reasonable discretion, is necessary or required for the development or operation of the
Restaurants, or compliance with this Agreement. Furthermore, in providing guidance, training and
assistance to Franchisee under this Agreement, Franchisee may leam or otherwise obtain from Franchisor
additional Confidential Information during the Term of this Agreement. Each Party acknowledges and
agrees that:

(a) neither Party or its Personnel will acquire any interest in the other Party's
Confidential Information pursuant to this Agreement, other than the limited right to use it in the
development or operation of Restaurants, or in furtherance of the terms of this Agreement; and

1
 (b) the use or duplication of Confidential Information belonging to a Patty in any
other business of the other Party or its Affiliates would constitute an unfair method of competition with
the disclosing Party, its Affiliates and other developers and licensees of Branded restaurants.

20.2. The Parties further acknowled!ge and agree that Confidential Information, individually
and in combination, is a valuable asset ofthe disclosing Party and/or its Affiliates and is proprietary and
includes trade secrets of the disclosing Party and/or its Affiliates. Consequently, the receiving Party
agrees, that during the Term and thereafter, it will (and will procure that all Personnel will):

(a) not use the Confidential Information in any other business or capacity;

(b) maintain the absolute confidentiality of the Confidential Information during and
after the Term;

(c) not during the Term disclose the Confidential Information to any party other than
employees who need to know the Confidential Information to perfonnjob functions in connection with
the development and operation ofthe Restaurants;

(d) not make unauthorized copies of any portion of the Confidential Information
disclosed or recorded in written or other tangible form; and

(e) in addition to the procedures described herein, adopt and implement all
reasonable procedures prescribed from time to time by a Party necessary to prevent unauthorized use or
disclosure of or access to Confidential Information.
For the purposes of this Section, "Personnel" means each owner, officer, director, shareholder,
and/or partner (whether natural or corporate persons) of the receiving Patty, all employees and trainees of
the receiving Patty as well as all Executive Staff and staff who have access to Confidential Information as
ofthe date ofthis Agreement or who acquires such access any time thereafter.
20.3. Notwithstanding anything to the contraty contained in this Agreement, the restrictions on
the use of Confidential Infonnation shall not apply to the following:

(a) information, methods, procedures, techniques and knowledge which are or

become generally known or part of the public domain within the Territoty, other than through disclosure
(whether deliberate or inadvertent) by the receiving Pmty, its officers, directors, shareholders, partners,
employees or agents; and

(b) the disclosure of Confidential Information in judicial or administrative

proceedings to the extent that the receiving Patty is legally compelled to disclose such information,
provided the receiving Party:

(i) notifies the disclosing Party prior to disclosure and shall have used its
best efforts to obtain, and

(ii) shall have afforded the disclosing Party the opportunity to obtain an
appropriate protective order or other assurance satisfactory to the disclosing Party of
confidential treatment for the information required to be so disclosed.

2
 20.4. Nothing herein shall limit any disclosure by a Patiy that is required under Applicable
Law. Confidential Information may or may not be labeled "confidential." Each Party agrees that if it has
any question as to whether any information or other item constitutes Confidential Information, the Party
will inquire of the disclosing Patiy in writing and the disclosing Patty shall advise accordingly.

20.5. Franchisee warrants that, as at execution of this Agreement and as at the execution of
each Confidentiality and Non-Competition Agreement (defined below) contemplated by it, neither it, nor
any Recipient, has engaged în any act or omission that would constitute a breach of this Section or any
such agreement had:

(a) that act or omission been engaged în during the Term; or

(b) that act or omission been engaged following execution of the other agreements
referred to în this Section respectively.
For the purposes of this Section, "Recipient" means any other person having any obligation to
maintain confidentiality pursuant to this Secti0n, any Confidentiality and Non-Competition Agreement
or any other confidentiality agreement în full force and effect at the time of execution of this Agreement
20.6. Franchisee agrees that it shall cause all Executive Staff and staff of a Restaurant to enter
into a Confidentiality and Non-Competition Agreement with Franchisee în the form attached hereto as
Exhibit 2 (the "Confidentiality and Non-Competition Agreement"). Franchisee shall send to Franchisor
executed originals (and shall maintain a copy) of any such Confidentiality and Non-Competition
Agreement signed by all parties thereto within ten (1O) days after execution thereof or immediately upon
any request by Franchisor therefor. Franchisee agrees to use its best efforts to enforce all Confidentiality
and Non Competition Agreements for the benefit of Hakkasan as a third-party beneficiary thereof.
Franchisee acknowledges and agrees that the purpose ofthe Confidentiality and Non-Competition
Agreement shall be to protect the Confidential Information, business developments, business interests
and goodwill of Hakkasan în the Territory, whether existing as of the Effective Date or generated during
the Term of any License hereunder.

20.7. Franchisee will notify Franchisor immediately în the event it becomes aware of any
breach of this Section 20. In addition, Franchisee acknowledges that:

(a) the disclosure of Confidential Information or any actual or threatened disclosure

of Confidential Information în violation of this Agreement could cause irreparable injury to Franchisor;

(b) therefore, Franchisor shall be entitled to injunctive relief to the fullest extent
possible under Applicable Law, în addition to all other remedies available to it at law.

20.8. This Section 20 shall survive the expiration and/or termination ofthis Agreement.

21. DAMAGE AND DESTRUCTION.

In the event all or any portion of a Restaurant îs damaged, destroyed or rendered partially
untenantable for its permitted use by Casualty to the Restaurant that îs insured by the Franchisee, and
provided that neither Party has terminated this Agreement prior to the occurrence of the Casualty, this

3
Agreement shall remain in effect and the Franchisee shall as soon as reasonably practicable, but not later
than one hundred-eighty (180) calendar days after the proceeds of any insurance policies are available for
distribution to the Franchisee, complete the repair or reconstruction of the affected Restaurant to
substantially the same condition that the Restaurant existed immediately prior to the occurrence of such
Casualty. The Franchisee shall use all reasonable diligence and effort to obtain all consents necessaty to
make insurance proceeds available for application to the repair or reconstruction of the Restaurant. The
Franchisee's repair or reconstruction of the Restaurant after Casualty shall follow the procedures set out
in Section 3 of this Agreement. During the period of repair or reconstruction of the Restaurant, the
Franchisor shall be entitled to receive the Monthly License Fee Minimum hereunder (as if such Casualty
never occurred). If the Franchisor elects not to repair or reconstruct the Restaurant, or otherwise fails to
diligently pursue the repair or reconstruction ofthe Restaurant such that the Restaurant cannot reasonably
be open to the public within one (1) year after the Casualty, then the Franchisor shall have the right (but
not the obligation) to terminate this Agreement without court order upon written Notice to the
Franchisee.

22. FORCE MAJEURE.

Except as expressly qualified herein, no Party shall be liable or responsible to any other Party,
nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling
or performing any term of this Agreement (except for any obligations to make payments to the other
Party hereunder), when and to the extent such failure or delay is caused directly by or results directly
from a Force Majeure Event. The Party impacted by the Force Majeure Event shall give written notice
within three (3) Business Days of the Force Majeure Event to the other Pat1:y, stating the period of time
the occurrence is expected to continue, and except as expressly provided otherwise herein, the Pat1:y
impacted by the Force Majeure Event shall be entitled to an extension oftime to perform for each day
that the Force Majeure Event continues. The Party impacted by the Force Majeure Event shall use
diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are
minimized. The Party impacted by the Force Majeure Event shall resume the performance of its
obligations as soon as reasonably practicable after the removal of the cause. If, after the Opening Date, a
Restaurant is closed to the public as the resuit of a Force Majeure Event that lasts for a period of nine (9)
consecutive months, or ifthe same or similar Force Majeure Event causes the Restaurant tobe closed to
the public for a total of twelve (12) months during the Tenn, then the Franchisor shall have the right (but
not the obligation) to terminate the License with respect to the affected Restaurant(s) upon providing
thirty (30) calendar days' written notice to the Franchisee. The Franchisee shall, within thirty (30)
calendar days following the Franchisor's notice of such termination, pay to the Franchisor the balance
due with respect to the License Fees for such affected Restaurant(s).

23. ANTI-BRIBERY COMPLIANCE.

23.1. Representations and Continuing Compliance.

(a) The Parties represent and warrant to each other that neither of them nor any of their
respective Affiliates, nor any director, officer, or employee of any Party or their Affiliates, nor any agent,
representative, or other person associated with or acting on behalf of any Pat1:y or its Affiliates, is
violating or will violate the Foreign Corrupt Practices Act of 1977, as amended, and the rules and
regulations thereunder (the "FCPA"); any applicable law or regulation implementing the OECD
Convention on Combating Bribery ofForeign Public Officials in Intemational Business Transactions; the
Bribery Act 201O of the United Kingdom; or any other anti-bribery statute or regulation in any
jurisdiction in which the Party or its Affiliates do business.
4
 (b) The Parties represent and warrant to each other that neither of them nor any of their
respective Affiliates, nor any director, officer, or employee of any Party or their Affiliates, nor any agent,
representative, or other person associated with or acting on behalf of any Party or its Affiliates, has or
will directly or indirectly offer, pay or promise to pay, or authorize the payment of any money or other
thing of value to any person or entity, including, but not limited to (i) any person who is an official,
officer, agent, employee or representative of any governmental authority, (ii) any politica! party or
official thereof, (iii) any candidate for politica! office or politica! party office, or (iv) any other
individual or entity for the purpose of influencing any act or decision, of inducing any person to use his,
her, or its influence to affect any act or decision, including any act or decisions of a governmental
authority, or of securing any improper advantage or obtaining or retaining any business, in connection
with their business activities with each other.

(c) In order to ensure continuing compliance with the requirements of this Section 23.1, the
Parties and their Affiliates further covenant and agree to: (i) implement and enforce for the duration of
the Term a written anti-corruption and anti-bribery compliance program that the Franchisor deems
sufficient to ensure compliance with the applicable anti-bribery and anti-corruption laws and regulations
referenced herein; (ii) within ten (1 O) Business Days of execution of this Agreement, certify in writing
that the Franchisee has reviewed and understands the Franchisor's anti-corruption and anti-bribery
program, and thereafter on an annual basis re-certify în writing the Franchisee's review and continued
understanding of the Franchisor's anti-corruption and anti-bribery program; and (iii) comply fully and
promptly with all requirements of the Franchisor's anti-corruption and anti-bribery program that the
Franchisor deems applicable to the Franchisee, including, but not limited to, any relevant training,
certification, approval, disclosure, or notification requirements of the same.

23.2. Economic Sanctions.

The Franchisee and the Franchisor each represents and warrants to the other that (i) it and each
person or entity owning an interest in such Party is not currently identified on any of the various U.S.
government lists of sanctioned, designated, or debarred persons, including, but not limited to, the
Specially Designated Nationals ("SDN") list maintained by the U.S. Deprutment of the Treasury's Office
of Foreign Assets Control ("OFAC"); and (ii) is not a person or entity with whom a citizen or permanent
resident of the United States of America or the United Kingdom is prohibited to engage în transactions.

24. MISCELLANEOUS.

24.1. Assignment. The Franchisee shall not assign or otherwise transfer any of its rights, or
delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case
whether voluntarily, involuntarily, by operation of law or otherwise, without the Franchisor's prior
written consent, which consent the Franchisor may give or withhold în its sole discretion. For purposes
of the preceding sentence, and without limiting its generality, any merger, consolidation or
reorganization that directly or indirectly involves the Franchisee (regardless of whether the Franchisee is
a surviving or disappearing entity) will he deemed to he a transfer of rights, obligations or
petformance under this Agreement for which the Franchisor 's prior written consent is required. No
delegation or other transfer will relieve the Franchisee of any of its obligations or performance under this
Agreement. Any purported assignment, delegation or transfer in violation of this Section 24.1 îs void.
The Franchisor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise
transfer all or any of its obligations or performance, under this Agreement without the Franchisee 's
consent, provided however,
50
that Franchisor may not assign or otherwise transfer its rights, or delegate or otherwise transfer all 01· any
of its obligations or performance under this Agreement to any Persan or Entity that is prohibited by
Applicable Law from doing business în the Territory. This Agreement is binding upon and inures to the
benefit of the parties hereto and their respective permitted successors and assigns.

24.2. Exclusion of Conseguential or Other Indirect Damages . To the fullest extent pennitted
by Applicable Law, the Pmiies shall not be liable to each other for any consequential, incidental,
indirect, exemplary, special or punitive damages w1iether arising out of breach of contract, tort
(including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or
not a Party has been advised of the possibility of such damages, provided however, that the foregoing
limitation on damages shall not apply to the extend such damages are awarded to a third-patiy arising out
of a third-party claim for which indemnification is required hereunder.

24.3. Dispute Resolution. Any dispute or claim arising out of, involving, or relating to this
Agreement shall be settled mutually by the Pmiies within twenty (20) Business Days of receipt of
written notice of such dispute. Any dispute or claim arising under or in connection with this Agreement
that is not resolved in accordance with this Section will be referred to and finally resolved by arbitration
in accordance with the rules of the DIFC-LCIA Arbitration Center, which rules are deemed tobe
incorporated by reference to this Section. The language to be used in the arbitral proceedings will be
English. The seat, or legal place, of arbitration will be the Dubai International Financial Centre. There
will be one (1) arbitrator appointed by the DIFC-LCIA Arbitration Center. The Parties have agreed that
any proposed arbitrator should have had experience în the management and/or operation of restaurants
similar to the Concept Property, or as a consultant in connection with the management and/or operation
of restaurants similar to the Concept Property. The arbitral award shall be final and binding upon the
Parties thereto and subject to no appeal.

24.4. Iniunctive Relief. Notwithstanding anything to the contrary contained in this Agreement,
the Franchisor shall be entitled to seek temporary restraining orders and temporary or preliminary
injunctive relief, from any comi of competent jurisdiction, including, without limitation, an emergency
injunction requiring the Franchisee to cease using the Brand, the Concept IP, the Marks or the
Intellectual Property and to comply with Section 6.2, or an injunction or freezing order and a delivery up
order where relevant. This Section may be pleaded by the Franchisor as a bar to any argument raised by
the Franchisee that a court may not have authority to grant injunctive relief. Fmiher, in respect of any
application for injunctive relief, the Franchisor may, at its sole discretion, serve notice of such
proceedings upon the Franchisee at its registered office in the Territory.

24.5. No Partnership. This Agreement does not create a fiduciary relationship between the
Parties, and the Parties are and shall at all times remain independent contractors. Nothing in this
Agreement is intended to resuit in either Party becoming a partner, agent, franchisee, franchisor, legal
representative, subsidiary, joint venture partner, employee or servant of the other Party for any purpose.

24.6. No Third-Party Beneficiaries . Except as expressly provided in this Agreement, no

provision of this Agreement is intended, or shall be construed to provide or create any third-party
beneficiary right or any other right of any kind in any client, customer, affiliate, insurer, lender,
shareholder, partner, officer, director, employee or agent of any Party, or in any other Persan, and all
terms and provisions of this Agreement shall be personal to the Pmiies to this Agreement and their
permitted successors and assigns. Notwithstanding any other provision of this Agreement, the Parties
may by

1
agreement in writing rescind or vaiy any of tLle provisions of this Agreement without the consent of any
third patiy, and accordingly section 2(1) of the Contracts (Rights of Third Parties) Act 1999 shall not apply. A
person who is not a patiy to this Agreement shall have no rights under the Contracts (Rights of Third Parties)
Act 1999 to rely upon or enforce any term of this Agreement.

24.7. Entire Agreement. This Agreement, including any Exhibits referred to herein,
constitutes the entire agreement between the Parties hereto relating to the subject matter hereof and
supersedes all prior agreements and understandings, written or oral, among the Parties relating to this
subject matter, including the MFA. This Agreement is to be interpreted and constmed solely on the basis
of those tenns and provisions as are contained in the final fonn and format of this Agreement, as executed
and delivered by the Parties hereto; it being understood that this Agreement in such final fonn and format
also supersedes all prior drafts or earlier versions of this Agreement, and any notes or memoranda
concerning or relating to this Agreement, and that no assumptions, inferences or presumptions shall be
drawn or derived from or may be predicated upon any changes, omissions, deletions or additions from or
to any prior drafts or earlier versions of this Agreement and no warranty, representation, promise,
inducement or statement of intention relating to the transaction contemplated hereby has been made by
any party or related Person that is not set forth in this Agreement and none is relied upon.

24.8. Amendment of Agreement; Waiver . This Agreement may be amended, superseded or

canceled, and any of the terms hereof may be waived, only by a written agreement signed by the Parties
hereto and specifically referring to this Agreement and that specifically states that it amends, supersedes
or cancels this Agreement or waives any of the terms hereof, which is executed by all Parties hereto (or,
in the case of a waiver, by the Party waiving compliance). Failure of any Patiy to insist upon strict
observance of or compliance with any ofthe terms hereof in one or more instances shall not be deemed
tobe a waiver of its rights to insist upon such observance or compliance in the future, or upon observance
of, or compliance with other terms hereof.

24.9. Governing Law. Except where a section or definition of this Agreement specifically
references a different governing law, this Agreement shall, by this express agreement of the Parties, be
governed by, and construed and enforced in accordance with the laws of England and Wales. The Parties
each hereby consent to the application oflaws of England and Wales to the construction, interpretation,
and enforcement of this Agreement.

24.10. Notices. Except as otherwise provided in this Agreement, all notices, demands, requests,
consents, approvals and other communications (collectively "Notices"), required or permitted tobe given
in accordance with this Agreement, or which are to be given with respect to this Agreement, shall be in
writing, and personally delivered, or sent by registered email (with a confirming copy mailed by
registered mail), or by a recognized overnight courier service, or by registered mail, postage prepaid,
return receipt requested, addressed to the Party to be so notified as follows:

Franchisee: For the attention of: Abdulaziz Al Khudair, VP Operations, Al

Khozama Management Company, Al Faisaliah Center, King
Fahad Road, Olaya District, P.O. Box 4148, Riyadh 11491.

2
 With copy to: Chief Legal Officer, Al Khozama Management
Company, Al Faisaliah Center, King Fahad Road, Olaya
District, P.O. Box 4148, Riyadh 11491.

Franchisor: For the attention of: Mr. Brandon Roos. Address: Hakkasan
Holdings, LLC, 6385 S. Rainbow Blvd., Suite 800, Las Vegas,
Nevada 89118.E-mail:[email protected]

For the attention of: Mr. Michael J. Bonner. Address:

Greenberg Traurig, LLP, 3773 Howard Hughes Parkway, Suite
400N, Las Vegas, Nevada 89169. E-mail:
[email protected]

24.11. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed tobe an original and all ofwhich together shall be deemed tobe one and the same
instrument.

24.12. Surviving Rights. Any rights or obligations of the Parties in this Agreement which, by
their nature, should survive termination or expiration of this Agreement will survive any such
termination or expiration.

24.13. Time of the Essence. Time is of the essence with respect to the obligations set forth
herein.

[Signature Page Follows]

3
 IN WITNESS WHEREOF, the parties have caused this Agreement tobe executed as ofthe
year and date first above written.

FRANCHISOR

) KEF.:l v RUIZ
Nr:1arv Putilic-Stare ot Nevada
duly authorised on behalf of ) t.PPT NO 14-14000-1
M1 Apot. E oires 05-14-2022
HAKKASAN LIMITED )

SIGNED )

)
Witness name )

FRANCIDSEE

SIGNED by _ )

duly authorised on behalf of )

AL KHOZAMA MANAGEMENT COMPANY, LTD. )

SIGNED by _ )

Witness name )

SIGNED by _ )

Witness name )

4
 EXHIBITl
MARKS

Registration Registration
Trademarks Territory Number Date Services

YAUATCHA Kingdom 1321/28 2 February 2012 Class 43:

of Saudi
Restaurant services; cafe
Arabia
services; bar services; catering
for the provision of food and
drink; catering services;
provision of food and drink.

Exhibit 1
 EXH1BIT2
FORM OF CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

Exhibit 2
 CONFIDENTIALITY, NON-COMPETE,
NON-SOLICITATION AND DEVELOPMENTS AGREEMENT

This Confidentiality, Non-compete, Non-solicitation and Developments Agreement

("Agreement") is entered into by and between [Name] (the "Employee") and Al Khozama Management
Company, Ltd. (CR number 1010138906), a company duly incorporated under the laws ofthe Kingdom
of Saudi Arabia, having its registered office at Al Faisaliah Tower, Riyadh, Saudi Arabia (the
"Employer"), on behalf of itself, and for the benefit of Hakkasan Limited ("Hakkasan") and each of
their respective Affiliates (collectively the "Parties") as of[Date ] (the "Effective Date").

In consideration of Employee's employment and continued employment by the Employer, which

the Employee acknowledges to be good and valuable consideration for his/her obligations under this
Agreement, the Employer and the Employee agree as follows:

1. Definitions.

"Affiliate" as to any Person, means any other Person that, directly or indirectly through one or
more intermediaries, is in control of, is controlled by, or is under common control with, such Person. For
purposes of this definition, "control" of a Person means the power, directly or indirectly, either to (i) vote
10% or more of the securities having ordinary voting power for the election of directors (or persons
performing similar functions) of such Person or (ii) direct or cause the direction of the management and
policies of such Person, whether by contract or otherwise.

"Competing Activity" means any activity in which the Employee contributes his/her knowledge
and/or services, directly or indirectly, in whole or in part, as an employee, employer, owner, operator,
manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern, promoter,
independent contractor or any other similar capacity, whether individual or representative, to a
Competitor, whether or not done at the physical location of the Competitor, remotely, or through any
other means for the benefit of the Competitor, where the activity is in the nature of the services that
Employee provided to Employer or Hakkasan in association with a restaurant franchised or licensed by
Hakkasan to Employer.

"Competitor" means any Person that directly or indirectly, or through an Affiliate, manages,
promotes, markets, owns, invests in, plans, develops or operates a Competing Venue in the Restricted
Territory. For purposes of clarity, Competitor includes any hotel establishment conducting business in
the Restricted Territory to the extent that the Employee engages in Competing Activity for the benefit of
a Competing Venue that is located in, or affiliated with the hotel. Competitor alsci includes any customer
of a Competitor to the extent that the Employee directly or indirectly, or through an Affiliate, engages on
behalf of, through or in association with the customer in Competing Activity for the benefit of a
Competing Venue that is owned, operated or managed by the Competitor. Competitor shall include, but
not be limited to, China Tang, Din Tai Fung, Royal China Club, Red Farm, Hutong, Bun House,
Baozilnn, Pearl Liang, Park Chinois, Ugly Dumpling, Shikumem and Min Jiang, or any new dim sum or
dumpling concept created by the owner or developer of any foregoing.

"Competing Venue" means any Chinese or Cantonese style restaurant in which a majority ofthe
menu consists of dim sum or dumpling offerings, or in which dim sum or dumpling offerings are
prominently featured in marketing or advertising for such restaurant.

"Confidential Information" shall have the meaning set forth in Section 3(a) of this Agreement.

Page 1 of9
"Developments" shall have the meaning set forth in Section 5 of this Agreement.

Page 2 of9
 "Future Developments" shall have the meaning set forth in Section 5 ofthis Agreement.

"Order" shall have the meaning set forth in Section 3(b) of this Agreement.

"Person" means any individual, corporation, limited liability company, trust, joint venture,
association, company, limited or general partnership, unincorporated organization, or other entity.

"Restricted Period" shall have the meaning set forth in Section 4(a) of this Agreement.

"Restricted Territory" means the Kingdom of Saudi Arabia.

2. Employee Acknowledgment. Employee has accepted employment and continued

employment with the Employer. Employee understands and acknowledges that Employer and Hakkasan
have invested, and continue to invest, substantial time, money and specialized knowledge into developing
its goodwill, resources, creating a customer base, generating customer and potential customer lists, training
its employees, and improving its offerings in the restaurant business. The Employee understands and
acknowledges that because of the Employee's experience with and relationship to Employer and Hakkasan,
he/she will have access to and learn about much or all of Employer and Hakkasan's trade secrets and
Confidential Information, including specifically customer and client information, customer and client lists,
databases, credit information, sales information, and guest information, the access to, and knowledge of
which will substantially increase Employee's ability to advance and earn compensation with Employer.
Employee understands and acknowledges that as a result of these efforts, Employer and Hakkasan have
created, and continue to use and create trade secrets and Confidential Information. The Employee
understands that the nature ofEmployee's position places him/her in a position of trust and confidence with
the Employer, and that Employer's ability to preserve and protect the knowledge and information learned
through his/her employment for the exclusive knowledge and use of Hakkasan is of great competitive
importance and commercial value to Hakkasan, such that improper use or disclosure by the Employee is
likely to result in unfair or unlawful competitive activity. Employee acknowledges that Hakkasan is
engaged in a highly competitive business, and has expended significant resources developing relationships
with their customers, guests and prospective customers and guests, and that knowledge regarding such
customer and guests, or use of such information by any Person (other than Hakkasan or its Affiliates) that
directly or indirectly, or through an Affiliate, manages, promotes, markets, owns, invests in, or operates
any restaurant or establishment in the Restricted Territory would cause significant and irreparable harm to
Hakkasan, as well as significant financial damage. The Employee acknowledges that the amount of his/her
compensation reflects, in part, his/her obligations and the Employer and Hakkasan's rights under this
Agreement; that he/she has no expectation of any additional compensation, royalties or other payment of
any kind not otherwise referenced herein in connection herewith; that he/she will not be subject to undue
hardship by reason of his/her full compliance with the terms and conditions of this Agreement or the
Employer or Hakkasan' s enforcement thereof; and that this Agreement is not a contract of employment and
shall not be construed as a commitment by either ofthe Parties to continue an employment relationship for
any certain period of time.

3. Confidential Information. The Employee understands and acknowledges that during

the course of employment by the Employer, he/she will have access to and learn about Confidential
Information. Employee acknowledges and agrees that Employer and Hakkasan take reasonable measures
to protect the confidential nature of the Confidential Information, and have provided Employee with
access to such Confidential Information solely in order to further the exclusive business interests
ofEmployer and Hakkasan.

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 (a) Confidential Information Defined. For purposes of this Agreement, "Confidential
Information" includes, but îs not limited to, all information not generally known to the public, in spoken,
printed, electronic or any other form or medium, of the Employer, Hakkasan and their respective
Affiliates, including their existing and future businesses, or of any other Person or entity that has
entrusted information to the Employer or Hakkasan in confidence, as well as Confidential Information
that Employee generates, collects, develops, acquires or learns during his/her employment with the
Employer, or which Employee previously generated, collected, developed, acquired or learned during
his/her prior employment with Hakkasan or any Affiliate, relating directly or indirectly to:

(i) Customer and client information and lists, however compiled or maintained,
including but not limited to, information regarding the identity of customers, contact
information, background information, databases, credit information, sales information, presence
and activities at venues or facilities owned or managed by the Employer or Hakkasan, products
and services purchased and amount paid (if any), timing and method of payment for such
products and services, personal business, information regarding their particular preferences;

(ii) guest information, lists of guests and lists of prospective guests however
compiled or maintained, including but not limited to, information regarding the identity of guests
(which may include celebrities), contact information, background information, presence and
activities at venues or facilities owned or managed by the Employer or Hakkasan, products and
services purchased and amount paid (if any), timing and method of payment for such products
and services, personal business, information regarding their particular preferences;

(iii) business processes, practices, methods, policies, strategies, recipes, techniques,

plans, operations, know-how, trade secrets, and services, including but not limited to marketing
information, market studies, advertising information, concepts, designs, design information,
styles, product and venue plans or ideas, trademark, service mark or other source identifying
plans or ideas, web design, pricing information, staffing information, personnel information, and
employee lists of Hakkasan;

(iv) agreements, contracts, terms of agreements, transactions, potential transactions,

negotiations, and pending negotiations ofthe Employer or Hakkasan;

(v) supplier information, supplier lists, vendor information, vendor lists, distributor
information, distributor lists, buyer information and buyer lists ofthe Employer or Hakkasan;

(vi) financial information and accounting information, including but not limited to
payroll information, accounting records, financial statements, balance sheets, profit and loss
statements, revenue, costs, earnings, assets, debts, prices, pricing structure, gross margins,
discounting systems, comps, volume of sales, financial results or other financial data of the
Employer or Hakkasan, which îs not publicly available; and

(vii) internai controls, and security policies, procedures, manuals, publications,

documents, means, methods and systems of the Employer or Hakkasan.

Confidential Information set forth in Section 3(a) is not exhaustive. Confidential Information
also includes other information that îs marked or otherwise identified as confidential or proprietary, or
that would otherwise appear to a reasonable person to be confidential or proprietary in the context and
circumstances in which the information is known or used. Employee understands and acknowledges that

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Confidential Information includes information developed by him/her in the course of his/her
employment with Employer as if the Employer or Hakkasan had furnished the same Confidential
Information to the Employee in the first instance. For purposes of clarity, and subject to Section 5 of this
Agreement, Confidential Information, which Employee develops during his/her employment with
Employer, including but not limited to any such Confidential Information that Employee developed
through his/her prior employment with any other business with Hakkasan or its Affiliates, is the
exclusive property ofHakkasan and its Affiliates, and shall not be transferred, copied or imported to,
deleted from, or shared with any mobile device, storage device (including cloud based) or computer
without the express written consent of Hakkasan.

Confidential Information shall not include information that (a) is generally available to and
known by the public at the time of disclosure to the Employee, provided that such disclosure is through
no direct or indirect action of the Employee or person(s) acting on the Employee's behalf, (b) becomes
known or available to Employee on a non-confidential basis from a source other than the Employer or
Hakkasan so long as the source is not prohibited from disclosing such information to Employee by
obligation to Employer or Hakkasan, or (c) is independently developed by the Employee without the aid,
assistance, information or knowledge acquired from Employer or Hakkasan.

(b) Disclosure and Use Restrictions. During and after Employee's employment by
Employer, regardless ofthe reasons that such employment ends, Employee covenants and agrees:

(i) to treat all Confidential Information as strictly confidential, and to take all
reasonable action that the Employer or Hakkasan deems necessary or appropriate to prevent
unauthorized use or disclosure of, or to protect Hakkasan's interests in, Confidential Information,
and/or to immediately notify the Employer and Hakkasan and remedy, any unauthorized use or
disclosure that is known or reasonably suspected by the Employee;

(ii) not to directly or indirectly disclose, publish, communicate or make available

Confidential Information, or allow it to be disclosed, published, communicated or macle
available, in whole or part, to any entity or person whatsoever (including other employees of
Employer or Hakkasan) not having a need to know and authority to know and use the
Confidential Information in connection with the business of the Employer or Hakkasan and, in
any event, not to anyone outside ofthe direct employ ofEmployer except as required in the
performance ofthe Employee's authorized employment duties to Employer or with the prior
written consent of the ChiefExecutive Officer, Chief Financial Officer or General Counsel for
Hakkasan (and then, such disclosure shall be macle only within the limits and to the extent of
such duties or consent);

(iii) not to access or use any Confidential Information, and not to copy any
documents, records, files, media or other resources containing any Confidential Information, or
remove any such documents, records, files, media or other resources from the premises or
control of Employer or Hakkasan, except as required in the performance of the Employee's
authorized employment duties to Employer or with the prior written consent of the
ChiefExecutive Officer, ChiefFinancial Officer or General Counsel for Hakkasan (and then, such
disclosure shall be macle only within the limits and to the extent of such duties or consent); and

(iv) to return to Hakkasan, upon demand, all originals and copies of Confidential
Information that are in Employee' s possession or control (including but not limited to, at
Employee' s home and/or stored on his/her home computer, mobile device or other storage
device) and agrees that at all times, such information and materials shall remain the property of
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Hakkasan.

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 Employee understands and acknowledges that his/her obligations under this Agreement with regard
to any particular Confidential Information shall begin immediately upon the Employee first having access
to any such Confidential Information (whether before or after he/she begins employment by the Employer)
and shall continue during and after his/her employment by the Employer until such time as such
Confidential Information has become public knowledge other than as a result ofthe Employee's breach of
this Agreement or breach by those acting in concert with the Employee or on the Employee's behalf.

Nothing in this Agreement shall be construed to prevent disclosure of Confidential Information

as may be required by applicable law or regulation, or pursuant to a subpoena, or valid order of a court
of competent jurisdiction or an authorized government agency ("Order"), provided that the disclosure
does not exceed the extent of disclosure required by such law, regulation or Order. The Employee shall
promptly provide written notice of any such Order, including copies of any Order compelling the
disclosure of Confidential Information, to the Chief Executive Officer, Chief Financial Officer or
General Counsel for Hakkasan, in order to provide Employer with sufficient notice to seek a protective
order or quash or modify any subpoena or Order compelling the disclosure of Confidential Information.

4. Restrictive Covenants

(a) Non-competition. Because of Employer and Hakkasan's legitimate business

interest as described herein and the good and valuable consideration offered to the Employee, the
Employee covenants and agrees not to engage in Competing Activity during the term ofEmployee's
employment and for a period of one (1) year, to run consecutively, beginning on the last day of the
Employee's employment with Employer (the "Restricted Period"), regardless of the reason that
employment ends, and whether employment is terminated at the option of the Employee or the
Employer. The Employee acknowledges and agrees that the services tobe rendered by him/her to the
Employer are of a special and unique character; that the Employee will obtain knowledge and skill
relevant to the Employer and Hakkasan's industry, methods of doing business and marketing strategies
by virtue ofthe Employee's employment; and that the restrictive covenant in this Section is reasonable
and reasonably necessary to protect the legitimate business interest of the Employer and Hakkasan.

(b) Non-solicitation of Employees. The Employee covenants and agrees not to

directly or indirectly, or cause any other Persan to directly or indirectly (i) solicit, recruit, entice, divert,
induce, or encourage any employee to leave the Employer's employ, (ii) provide information regarding
alternative employment opportunities to any employee of Employer, Hakkasan or any of their respective
Affiliates or (iii) otherwise seek to interfere with the relationship between the Employer and any 6f its
employees (or attempt any such actions) during the term of Employee's employment and for a period of
one (1) year, to run consecutively, beginning on the last day of the Employee's employment with
Employer, regardless ofthe reason that employment ends, and whether employment is terminated at the
option ofthe Employee or the Employer. For purposes ofthis Paragraph, employees include those
Persons who were in the employ of, or had the designated relationship with, Employer or Hakkasan
within a six (6)-month period preceding Employee's date of separation from employmentwith the
Employer and/or at any time during the one (1) year restricted period contained in this Section.

(c) Non-solicitation of Customers or Guests. Employee covenants and agrees not

to directly or indirectly solicit, contact (including but not limited to e-mail, regular mail, express mail,
telephone, fax, instant message or through any form of social media), attempt to contact or meet with any
current, former or prospective customers, clients or guests of Employer or Hakkasan for purposes of
offering or accepting goods or services similar to or competitive with those offered by the Employer or
Hakkasan (other than on behalf ofEmployer) during the term ofEmployee's employment and for a period
of one (1) year, to run consecutively, beginning on the last day of the Employee's employment with
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Employer, regardless of the reason that employment ends, and whether employment is terminated at the
option ofthe Employee or the Employer.

(d) Non-interference. Employee covenants and agrees not to directly or indirectly

solicit, entice, divert, induce or cause any vendor, supplier or service provider ofEmployer or Hakkasan to
alter, cancel or terminate any contract or business relationship with Employer or Hakkasan during the term
ofEmployee's employment and for a period of six (6) months, to run consecutively, beginning on the last
day ofthe Employee's employment Employer, regardless ofthe reason that employment ends, and whether
employment is terminated at the option of the Employee or the Employer.

5. Employee Developments Owned by Employer and Employer Group. Employee

understands and agrees that any and all inventions, discoveries, improvements, concepts, enhancements,
programs, processes, formulas, recipes, methods, ideas, designs, expression of ideas, other works of
authorship or other intellectual property relating to or resulting from his/her employment with Employer
made by him/her, whether alone or jointly with others, (collectively "Developments") are and shall remain,
the sole and exclusive property of Hakkasan. Employee further understands and agrees that any
copyrightable subject matter created during employment relating to or resulting from his/her employment
with Employer that is authored or created by him/her, whether alone or jointly with others, is a "work made
for hire" under applicable copyright law. Employee shall not use any of the Developments for any other
purpose than for the benefit ofHakkasan or its Affiliates. Employee understands and agrees to promptly
disclose to Hakkasan any and all Developments, whether or not patentable, copyrightable or subject to
trademark protection, while employed by Employer (whether or not such Developments occurred while on
work time). Employee further agrees to promptly disclose to Hakkasan any and all Developments that
may occur at any time after his/her employment with Employer, which arise from or relate in any way to
his/her employment with Employer ("Future Developments"). Employee agrees to assign and does
hereby assign to Hakkasan his/her entire right, title and interest in and to any of the Developments,
including, but not limited to, any Future Developments. During and after his/her employment, Employee
shall execute any and all documents necessary to perfect the assignment of the Developments or Future
Developments to Hakkasan or its designee, and to enable Hakkasan to apply for, obtain and enforce
patents, trademarks and copyrights on the Developments or Future Developments on a worldwide basis to
the exclusion of all others, including, without limitation, the execution of any instruments and the giving of
evidence and testimony, without further compensation beyond his/her agreed compensation during the
course of his/her employment with Employer. To the extent any copyrights are assigned under this
Agreement, Employee hereby irrevocably waives, to the extent permitted by applicable law, any and all
claims Employee may now or hereafter have in any jurisdiction to all rights of patemity, integrity,
disclosure and withdrawal and any other rights that may be known as "moral rights" with respect to all
Developments or Future Developments.

6. Equitable Relief. In the event of a breach or threatened breach by the Employee of any
of the provisions of this Agreement, the Employee hereby consents and agrees that each of Employer and
Hakkasan shall be entitled to seek, in addition to other available remedies, a temporary or permanent
injunction or other equitable relief against such breach or threatened breach from any court of competent
jurisdiction, without the necessity of showing any actual damages or that money damages would not
afford an adequate remedy, and without the necessity of posting any bond or other security. The
aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages
or other available forms of relief.

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 7. Successors and Assigns.

(a) Assignment by Employer. To the extent permitted by Applicable Law,

Employer may assign this Agreement to Hakkasan or any Affiliate of Hakkasan, or to any successor or
assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all ofthe business or assets of Hakkasan. Employee consents to such an assignment, and further
acknowledges and agrees that Employer has provided adequate and separate consideration for the right to
assign this Agreement, such that Employee shall not challenge the assignment of this Agreement based
upon any purported lack of consideration or consent to such assignment. This Agreement shall inure to
the benefit of the Hakkasan and its permitted successors and assigns. Hakkasan is an intended third-party
beneficiary ofthe rights under this Agreement.

(b) No Assignment by the Employee. The Employee may not assign this
Agreement or any part hereof. Any purported assignment by the Employee shall be null and void from
the initial date of purported assignment.

8. No Violation. Employee represents and warrants that he/she is not a party to any non-
compete, restrictive covenant or related contractual limitation that would violate the rights of any third
party, or interfere with or hinder his/her ability to undertake the obligations and expectations of
employment with the Employer.

9. Governing Law: Jurisdiction and Venue . This Agreement shall, by this express
agreement of the Parties, be governed by, and construed and enforced in accordance with the laws of
England and Wales. The Parties each hereby consent to the application oflaws of England and Wales to
the construction, interpretation, and enforcement ofthis Agreement. The Parties hereby irrevocably
submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the
maintenance of any such action or proceeding in such venue.

10. Entire Agreement. Unless specifically provided herein, this Agreement shall, by this
express agreement ofthe Patiies, be governed by, and construed and enforced in accordance with the laws
of England and Wales. The Parties each hereby consent to the application of laws of England and Wales
to the construction, interpretation, and enforcement ofthis Agreement.

11. Modification and Waiver. No provision of this Agreement may be amended or

modified unless such amendment or modification is agreed to in writing and signed by the Employee and
by the ChiefExecutive Officer, ChiefFinancial Officer or General Counsel for Hakkasan. No waiver by
either of the Parties of any breach by the other party bereto of any condition or provision of this
Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or
dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or
delay by either of the Parties in exercising any right, power or privilege in this Agreement operate as a
waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right,
power or privilege. No failure to enforce any obligation or restrictive covenant against any other
employee or third party by Employer or Hakkasan shall be construed as a waiver of the right to enforce
any obligations or restrictive covenants contained in this Agreement against the Employee.

12. Severability. Should any provision of this Agreement be held by a court of competent
jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as
unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this
Agreement, the balance ofwhich shall continue tobe binding upon the Parties with any such modification
to become a part hereof and treated as though originally set forth in this Agreement. The Parties further
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agree that any such court is expressly authorized to modify any such unenforceable provision of this
Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether
by rewriting the offending provision, deleting any or all of the offending provision, adding additional
language to this Agreement or by making such other modifications as it deems warranted to carry out the
intent and agreement of the Parties as embodied herein to the maximum extent permitted by law. The
Parties expressly agree that this Agreement as so modified by the court shall he binding upon and
enforceable against each ofthem. In any event, should one or more ofthe provisions ofthis Agreement he
held to he invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions hereof, and if such provision or provisions are not modified as
provided above, this Agreement shall he construed as if such invalid, illegal or unenforceable provisions
had not been set forth herein.

13. Captions. Captions and headings of the sections and paragraphs of this Agreement are
intended solely for convenience and no provision of this Agreement is to he construed by reference to
the caption or heading of any section or paragraph.

14. Counterparts. This Agreement may he executed in counterparts, each of which shall
he deemed an original, but all of which taken together shall constitute one and the same instrument.

15. Tolling. Should the Employee violate any of the terms of the restrictive covenant
obligations articulated herein, the obligation at issue will run from the first date on which the Employee
ceases to he in violation of such obligation.

16. Attorneys' Fees. Should the Employee breach any ofthe terms ofthe restrictive covenant
obligations articulated herein, to the extent authorized by state law, the Employee will he responsible for
payment of all reasonable attorneys' fees and costs that Employer or Hakkasan incur in the course of
enforcing the terms of the Agreement, including demonstrating the existence of a breach and any other
contract enforcement efforts.

17. No Preparation for Competition. During the term of the Employee's employment,
Employee covenants and agrees not to undertake preparations for Competing Activity prohibited by this
Agreement.

18. Notice. If and when Employee's employment with Employer, whether voluntarily or
involuntarily, Employee agrees to provide to any subsequent employer a copy of this Agreement. In
addition, Employee authorizes Employer and Hakkasan to provide a copy of this Agreement to third
parties, including but not limited to, Employee's subsequent, anticipated or possible future employer.

20. Cumulative Rights. The Parties agree that this Agreement is intended, among other
things, to supplement, as applicable, the common law and/or statutory law affecting Confidential
Information and Employer property, and the duties Employee owes under the common law, including,
but not limited to, the duty of loyalty, and does not in any way abrogate any of the obligations or duties
Employee otherwise owes to Employer or Hakkasan.

[Signature Page Follows]

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 1N WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date
above.

AL KHOZAMA MANAGEMENT COMPANY, LTD.

Name:

Title:

EMPLOYEE

Signature: _

PrintName: ------------

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