MASTER FRANCHISE AGREEMENT

This Master Franchise Agreement is made effective from this [DATE]

BETWEEN: Slaughter & Fox (the “Company”), a company organised and existing under the
laws of Gauteng of South Africa, with its head office located at:
Building 2, Woodmead Country Club Estate, Woodmead Gauteng ZA 2052.

AND: [SUBFRANCHISOR NAME] (the “Subfranchisor”), an individual with his main address
located at a company organised and existing under the laws of the [STATE/PROVINCE], with its
head office located at:
[COMPLETE ADDRESS]

WHEREAS:
(a)the Company and some of its affiliates own and operate certain proprietary and other property
rights and interests of Slaughter & Fox throughout [STATE/ PROVINCE] which, among other
things, include, rent, selling and marketing the products to the general public or Corporations or
government, AND
(b)the Company and some of its affiliates acquire, produce, licenses market and sell the Products.
(c) the Company’s processes, trade secrets and procedures for the operation of franchise’s business
including advertising, sales techniques, materials, signs, exterior decoration and decor,
personnel management and control system, bookkeeping and accounting methods and in
general, a style, system and method of business operation developed through and by reason of
its prior business experience.
(d)the Company desires to expand and develop the Franchised business, and seeks a Master
Franchisee who will open and operate or procure and assist Sub-franchisee (“Sub-franchisees”)
to open and operate numerous “Slaughter & Fox”, conducting business under the Trademarks
and System within the Development Area, as defined herein.
(e)the Sub-franchisor desires to build and operate Slaughter & Fox, and procure, qualify, train and
assist Sub-franchisees to build and operate the Franchised business, and the Company desires to
grant to the sub-franchisor, the right to build and operate and procure, qualify, train and assist
the Sub-franchisees to build and operate the franchised business in accordance with the terms
and conditions contained in this Agreement.
Now, Therefore, based on the above premises and in consideration of the covenants and agreements
contained herein, and intending to be legally bound, the parties agree hereto as follows:

1. GRANT OF MASTER FRANCHISE

Company hereby grants to sub-franchisor and Sub-franchisor hereby accepts the right during the
Term to open and operate the Franchised business and to procure, screen, qualify, train and assist
Sub-franchisees to open and operate franchised business in the Development Area, more fully
described in Exhibit “A” which is annexed hereto and by this reference made a part hereof, upon the
terms and subject to the conditions of this Agreement.

2. AGREEMENT TERM

The term of this Agreement shall be for the period (the “Term”), commencing as on the date of this
Agreement. Each year of the Term, as measured from the date of this Agreement, is a “Contract
Year.”
2.1 Additional Development

If the Company determines that further development of the Development Area following the Term
is desirable, Company shall notify the Sub-franchisor in writing at least [NUMBER OF MONTHS]
prior to the expiration of the Term, of Company’s intention to develop additional Franchised
Businesses in the Development Area and deliver a plan for such development over a five-year
period. Subject to the conditions set forth in section 2.2 of this Agreement, Sub-franchisor shall
have a prior right to undertake the additional development, which Company shall have set forth in
its notice to the Sub-franchisor, which right of additional development shall be exercised only in
accordance with section 2.3. Such right of additional development by Sub-franchisor shall arise
upon the expiration of each successive Master Franchise Agreement between Company and Sub-
franchisor, so long as the Company concludes that development of additional Franchised
Businesses is commercially appropriate in the Development Area. Subject tot he right of first
refusal set forth in sub-paragraph (a) below, if such right of additional development is not exercised
by Sub-franchisor, Company or its nominee(s) may construct, equip, open and operate additional
Franchised Businesses in the Development Area upon the expiration of the Term.

(a)If Company shall have notified the Sub-franchisor prior to the expiration of the Term that
further development of the Development Area is not then desirable, Company’s right to
construct, equip, open and operate additional Franchised Businesses in the Development Area,
or to license any third party to do so, shall be subject to the Sub-franchisor’s right of first
refusal with respect thereto, which shall be exercised, if at all, in the following manner:

(i) In case any additional Franchised Businesses are to be developed by the Company, Company
shall serve upon Sub-Franchisor, a written notice, setting forth the proposed location of the
Franchised business and two (2) of the Company’s then current form of Franchise Agreement. Sub-
franchisor shall have 30 (thirty) days following Company’s service of such notice within which to
enter into a lease for the Location and to execute and return both copies of the Franchise Agreement
to the Company in the manner prescribed in section 5.4 below, together with the franchise fee
payable with respect thereto. If Sub-franchisor fails to exercise its said right of first refusal, as
aforesaid, Company may thereafter open Franchised Business at such location.

(ii) With respect to any proposed area development agreement (pursuant to which the Company
grants the right to open but not sub-franchise, two (2) or more Franchises within the defined
Development Area) or Master Franchise Agreement (pursuant to which the Company grants the
right to open, or sub-franchise others to open, two (2) or more Franchises within a defined
Development Area), Company shall serve upon sub-franchisor, a written notice of its intention to
enter into such agreement, together with two copies of the proposed area development or Master
Franchise Agreement, as applicable. Sub-franchisees shall have the right, thirty (30) days following
the Company’s service of such notice, to execute and return to Company, both copies of the
proposed area development or Master Franchise Agreement, together with any fees payable to the
Company pursuant to the terms thereof. If Sub-franchisor has satisfied the conditions described in
Section 2.2, Company shall execute and return one (1) copy of the Area development or Master
Franchise agreement to [Link] Sub-franchisor fails to exercise its said right of first
refusal, as aforesaid, or fails to satisfy the conditions described in section 2.3,Company may
thereafter enter into an Area Development or Master Franchise Agreement, with such third party.

(iii) The Sub-franchisor’s right of first refusal described herein shall be effective only if, and for
so long as, a management agreement is in effect between Company and Sub-franchisor pursuant to
section 6.5 below.

2.2 Exercise of right of additional development

When the Company delivers to the Sub-franchisor a written notice of its intention to undertake
additional development in the Development Area, Company shall also deliver to the Sub-franchisor,
two copies of the then current Master Franchise Agreement. The new Master Franchise Agreement,
which may vary substantially from this Agreement, will reflect Sub-franchisor’s new development
obligation consistent with Company’s plan for additional development set forth in its notice to Sub-
franchisor. Within thirty (30) days after Sub-franchisor’s receipt of new Master Franchise
Agreement, Sub-franchisor shall execute two copies of the Master Franchise Agreement and return
them to the Company. If Sub-franchisor has so executed and returned the copies and has satisfied
the conditions set forth in section 4.5, Company will execute the copies and return one fully
executed copy to Sub-franchisor.

2.3 Conditions to exercise the Right of Additional Development

Sub-franchisor’s Right of Additional Development described in section 2.2 shall be subject to Sub-
franchisor’s fulfilment of the following conditions precedent:

(a)Sub-franchisor shall have strictly performed all of its obligations under this Agreement and all
other agreements between Company and Sub-franchisor including but not limited to the Area
Development Agreements and all Franchise Agreements between Company or an affiliate of
Company, or Sub-franchisor or an affiliate of Sub-franchisor.
(b)Sub-franchisor shall have demonstrated to Company’s entire satisfaction, Sub-franchisor’s
financial capacity to perform the additional development obligations set forth in the new Master
Franchise agreement.
(c) Sub-franchisor and its Sub-franchisees shall collectively continue to operate, in the
Development Area, an aggregate number of Franchised Business, equal to or greater than the
number required by the Minimum Development Obligation to be owned and operated by Sub-
franchisor and the Sub-franchisees at the expiration of the Term.

3. MASTER FRANCHISEE’S DEVELOPMENT OBLIGATION

3.1 Minimum Development Obligation

(a)Sub-franchisor shall construct, equip, open and continue to operate, and procure, screen,
qualify, train and assist, Sub-franchisees to construct, equip, open and operate, within the
Development Area, not less than the cumulative number of Franchised Businesses set forth in
Exhibit “B”, which is annexed hereto and by this reference, made a part hereof, in the manner,
and within each of the time periods (the “Development Periods”) specified therein (the
“Minimum Development Obligation”).
(d)Each franchise opened within the Development Area shall be the subject of a separate
agreement. In case of Sub-franchisor franchises, the Company and Sub-franchisor shall enter
into a Franchise Agreement. In the case of Franchised Businesses operated by Sub-franchisees
who are procured, qualified, trained and assisted by Sub-franchisor pursuant hereto, Sub-
franchisor and such third party Sub-franchisees shall enter into a Sub-franchise Agreement.
(e)Franchises which are the subject of a Franchise Agreement or Sub-franchise Agreement
executed, pursuant hereto, whether by Sub-franchisor or by a Sub-franchisee, shall be counted
in determining whether the Minimum Development Obligation shall have been met within the
Applicable Development Period.

3.2 Force Majeure

The duties and obligations of the parties hereunder may be suspended upon the occurrence and
continuation of “any Event of Force Majeure” which inhibits or prevents performance hereunder,
and for a reasonable start-up period thereafter. An “Event of Force Majeure” shall mean any act,
cause, contingency or circumstance beyond the reasonable control of such party (whether or not
reasonably foreseeable), including, without limitation, to the extent beyond the reasonable control
of such party, any governmental action, nationalization, expropriation, confiscation, seizure,
allocation, embargo, prohibition of import and export of goods, or products, regulation or order or
restriction (whether foreign, federal or state), war (whether or not declared), civil commotion,
disobedience or unrest, insurrection, public strike, riot or revolution, lack or shortage of or inability
to obtain, any labor, machinery, materials, fuel, supplies or equipments from normal sources of
supply, strike, work stoppage or slowdown, lockout or other labor dispute, fire, flood, earthquake,
drought or other natural calamity, weather or damage or destruction to plants and/or equipment,
commandeering of vessels or other carriers resulting from acts of God, or any other accident,
condition, cause, contingency or circumstances including without limitation, acts of God, within or
outside India. Neither party shall, in any manner whatsoever, be liable or otherwise responsible for
any delay or default in, or failure of, performance resulting from or arising out of or in connection
with any Event of Force Majeure, and no such delay or default in, or failure of, performance shall
constitute a breach by either party hereunder. As soon as reasonably possible following the
occurrence of an Event of Force Majeure, the affected party shall notify the other party, in writing,
as to the date and nature of such event of Force Majeure and the effects of the same. If any event of
Force Majeure shall prevent the performance of any material obligation of either party hereunder,
and if the same shall have continued for a period longer than [SPECIFY] days, either party hereto
shall have a right to terminate this Agreement by written notice to the other party hereto.

4. EXCLUSIVITY

For as long as this Agreement shall remain in effect, Company shall not operate or grant a Franchise
to any person other than the Sub-franchisor, to operate any franchise in the Development Area.

5. ADDITIONAL COMMITMENTS OF COMPANY AND MASTER FRANCHISE

5.1 Training

(a)Within one (1) year following the effective date hereof, Sub-franchisor shall construct, equip,
open and commence to operate at least one (1) Franchise, which shall function as both as
Franchise and as a training facility for Sub-franchisor’s employees, and for the owners and
employees of Sub-franchisees. Thereafter, Sub-franchisor shall continuously open, own and
operate the number of franchises required to be opened by Sub-franchisor (Sub-franchisor
Franchises) as described in Exhibit “B”, and at least one (1) of such franchises shall be a
training facility for the first ten (10) franchises operating in the Development Area with an
additional Sub-franchisor Franchise being designated as a training facility on each occasion that
Sub-franchisor commences to develop each successive group of ten (10) Franchises. Sub-
franchisor shall train Sub-franchisees’ and Sub-franchisor’s employees in accordance with the
terms of the individual Franchise agreement or Sub-franchise Agreement for each franchise in
the Development Area and shall operate such training facility or facilities according to the
standards, policies and procedures prescribed by Company in the Operations Manual and any
other written communication from Company to Sub-franchisor from time to time.
(f) Not later than one hundred and twenty (120) days after the date of this Agreement, Company
shall instruct Sub-franchisor in the Company’s system by providing an initial training program
at an existing Franchised Business and/or the Company’s corporate offices, or at such other
 location as the parties may mutually agree, for such of Sub-franchisor’s management and and
supervisory personnel as Sub-franchisor may reasonably designate. Sub-franchisor shall bear all
travel and living expenses of its said personnel in connection with such initial [Link]
number and type of personnel to be used by Company to provide training shall be wholly within
the discretion of Company, provided, however, that such persons (“Company Trainers”) shall
be sufficiently knowledgeable and capable, individually or together with other such persons, to
provide instruction and training regarding sales promotion and methods of operating the
Franchised Business. Such initial training program shall be of such duration, as Company shall
determine to be necessary to enable Sub-franchisor to perform its obligations and to operate the
Franchised Business pursuant hereto.
(g)Prior to the opening of Sub-franchisor’s first Franchise, at no additional charge to Sub-
franchisor, Company shall cause one or more Company trainers to visit the Franchise and
provide additional training and operating assistance to Sub-franchisor in connection therewith,
provided, however, that the timing and schedule of any such visit, as well as the number of
Company Trainers, shall be subject tot he mutual consent of the parties.
(h)Sub-Franchisor shall have the right at any time after the first visit described in sub-section ©
above, to request Company to provide training or operating assistance in the Development
Area; when so requested, Company shall provide personnel for such purposes, subject to their
prior commitments, in such number and pursuant to such Schedule as Company and Sub-
franchisor may mutually agree.
(i) In connection with any of the visits to the Development Area described in this Section, Sub-
franchisor shall advance or reimburse Company, at Company’s election, for all travel. lodging,
meals and other living expenses reasonably incurred by Company and its employees.
(j) Any visits by Company to Sub-franchisor’s business locations in addition to those requested by
Sub-franchisor shall be at Company’s own expense.

5.2 Initial Materials

Company shall provide to Sub-franchisor, at no additional cost, within ninety (90) days after Sub-
franchisor’s completion of the initial training program described in section 5.1, an initial package of
materials described in Exhibit “C” which is attached hereto and incorporated herein by reference.
The initial materials to be provided by Company pursuant to this section 5.2 do not constitute all of
the materials, supplies and services that will be necessary in order to conduct the Franchised
Business.

5.3 Subfranchising Manual

(a)Company shall provide to Sub-franchisor concurrently with the commencement of Sub-

franchisor’s training program described in section 5.1, one (1) copy of Company’s Sub-
franchising manual (the “Sub-franchising Manual”), one (1) copy of the Policies and
Procedures Manual (the “Operations Manual”), and (collectively referred to as “the Manuals” )
Sub-franchisor shall conduct all sub-franchising activities and all business activities, and shall
cause its sub-franchisees to conduct their business activities in strict accordance with
Company’s standard operational methods and procedures as prescribed from time to time in the
Manuals. As used herein, the term “Manuals” shall be deemed to include the Manuals so
delivered to Sub-franchisor, all amendments thereto, and all supplemental bulletin, notices and
memoranda which prescribe standard methods or techniques of operation, and which Company
may, from time to time deliver to Sub-franchisor. The provisions and requirements set forth in
the Manuals, and any additional, deletion or revision thereto, shall not, in any event, alter Sub-
franchisor’s fundamental or material rights and obligations under this Agreement.
(k)Company shall have the right to modify or supplement the Manuals. Such modifications or
supplements, which may include, without limitation, requirements to upgrade computer
equipment, shall become effective and binding on Sub-franchisor, fifteen (15) days after notice
thereof is mailed or otherwise delivered to Sub-franchisor.
(l) The Manuals are property of Company, and may not be duplicated, copied, disclosed or
disseminated in whole or in part in any manner, except with Company’s express prior written
consent. Sub-franchisor shall maintain the confidentiality and contents of the Manuals. Upon
the termination of this Agreement, Sub-franchisor shall return to Company all copies of the
Manuals in its possession or control.

5.4 Subfranchising, Compliance with laws

In connection with Sub-franchisor’s solicitation of Sub-franchisees to operate Franchises in the

Development Area, and the execution and performance of all Sub-franchise agreements entered into
or in connection therewith, Sub-franchisor shall comply with and conduct all franchising promotion,
advertisement and other activities in accordance with Indian laws relating to the offer and sale of
franchises and all other applicable laws, rules and regulations, and all of Company’s standards,
rules policies and procedures in effect from time to time. Sub-franchisor shall prepare its own
Uniform Franchise Offering Circular, shall register and maintain proper registrations as a sub-
franchisor in all states and jurisdictions where such registration is or shall be required, and shall at
all times comply with all the provisions of all other applicable federal, state or local statutes, rules
or [Link]-franchisor shall not file or use any offering circulars, prospectuses and other
disclosure documents whether related to sub-franchising, securities offerings or other matters,
without having first obtained the written consent thereto Company, which it may grant or withhold
in its sole discretion. Such consent shall not constitute a warranty or representation by Company
that said document complies with any applicable law or that disclosures therein made by Sub-
franchisor are truthful and accurate, nor shall its review or consent with respect thereto in any way,
waive, reduce, or impair the Company’s right to be indemnified by Sub-franchisor pursuant to
section 12.2.

5.5 Investigation and Qualification of Prospective Franchisees

(a)Each Franchise opened by a Sub-Franchisee pursuant to this Agreement shall be the subject of a
separate Sub-franchise Agreement between Sub-franchisor and such Sub-franchisee, upon
Company’s then current form. Sub-franchisor shall have no right to modify or offer to modify
any Sub-franchise Agreement, or other contract without Company’s prior written approval.
(m) If Company shall approve a Sub-franchisee and a prospective franchise location, Sub-
franchisor shall transmit to such Sub-franchisee for execution, copies of Company’s the current
Sub-franchise Agreement pertaining to the approved site and providing for an exclusive
territory surrounding said Franchise, as determined by Company.
(n)Sub-franchisor shall investigate the qualifications of each prospective Sb-franchisee and the
suitability of each prospective franchise location in the Development Area in accordance with
Company’s standards, policies, and procedures relating to qualification of franchisees and
franchise sites then in effect, and shall obtain all information required of prospective
franchisees by Company.
(o)After Sub-franchisor is satisfied that a prospective Sub-franchisee and prospective franchise
location meet the standards established by Company, Sub-franchisor may recommend to
Company the approval of such Sub-franchisee and a prospective location or locations for such
Sub-franchisee. Sub-franchisor shall then furnish to Company all information relating to the
prospective Sub-franchisee and any prospective franchise locations (including the terms and
conditions of the proposed lease or purchase of each such location), which shall be required by
Company in the form and manner customarily required by Company.
(p)Company may approve or reject a prospective Sub-franchisee or prospective franchise location
for any reason, and may seek further information with respect to the prospective Sub-franchise
and any such location or locations. Sub-franchisor shall co-operate with Company in any
further investigation of the prospective Sub-franchisee or any such locatio. If Company shall
reject a prospective Sub-franchisee or franchise location, Company shall provide Sub-franchisor
with a written explanation of its reasons therefor.
(q)Sub-franchisor shall deliver to Company a copy of all correspondence with Sub-franchisees
which asserts a breach or termination of a Sub-franchise Agreement, and all other
correspondence with Sub-franchisees which is material to the franchise relationship,
concurrently with its being sent or received by Sub-franchisor.
(r) Sub-franchisor shall not terminate any Sub-franchise Agreement with any Sub-franchisee
without the prior consent of Company. Sub-franchisor shall, upon the request of Company,
terminate any Sub-Franchise Agreement with respect to which the Sub-Franchisee has engaged
in a gross, repeated, or continuous failure to comply with the terms of the Sub-Franchise
agreement.

5.6 Approval of Sub-Franchisor’s Franchise sites, and execution of Franchise Agreement

(a)Each Sub-Franchisor Franchise opened by Sub-franchisor pursuant to this Agreement shall be

the subject of a separate Franchise Agreement between Sub-Franchisor and Company upon
Company’s then current form. A copy of the form of the Franchise Agreement which is
currently in effect is attached hereto as Exhibit “D”. Notwithstanding the then current terms
being offered by Company:
(i) The initial franchise fees and continuing royalties payable by Sub-Franchisor shall be
determined in accordance with sections 6.2 and 6.3 below; and
(ii)Company shall not have the continuing obligation to the Sub-franchisor any training, service
and assistance to the extent that such training, service and assistance is customarily provided or
required to be provided by Sub-franchisor to Sub-franchisees in the Development Area.

(b) After Sub-franchisor has located a site (for construction) of a proposed Sub-franchisor
Franchise, Sub-franchisor shall submit to Company such information regarding the proposed site as
Company shall require, in form which Company shall from time to time require, together with the
terms and conditions of any proposed lease or purchase relating to such site. Company may seek
additional information as it deems necessary within thirty (30) days of submission of the
prospective site, and Master Franchise shall respond promptly to such request for additional
information. If Company shall not reject the site in writing within thirty (30) days, or within thirty
(30) days after a receipt of such additional information, the site shall be deemed approved.
Company shall not unreasonably reject a proposed site nor unreasonably delay its approval or
disapproval thereof.

(c) Promptly after approval of any site, Company shall deliver to Sub0franchisor, two (2) execution
copies of its then current Franchise Agreement pertaining to the approved site and providing for an
exclusive territory surrounding said Franchise, as determined by Company in good faith, in
accordance with Company’s then current policies and standards for exclusive territories for
similarly situated Franchises. Sub-franchisor shall promptly execute and return two copies each of
said Franchise Agreement together with the initial franchise fee payable pursuant to section 6.1
below. Sub-franchisor shall then procure the site by purchase or lease as submitted and return an
executed copy of the lease or other evidence of Sub-franchisor’s right to occupy the approved site.

(d) Company shall, promptly upon receipt of said documents and initial franchise fee, execute and
return to Sub-franchisor one copy each of the Franchise Agreement. Sub-franchisor shall then
commence construction and operation of the Franchise pursuant to the terms of the Franchise
Agreement.

5.7 Condition Precedent to Company’s Obligations

It shall be a condition precedent to Company’s obligations pursuant to section 5.6, that (a) Sub-
franchisor shall have performed all of its obligations under and pursuant to this Agreement and all
other agreements between Sub-franchisor and Company, including but not limited to the Area
Development Agreements and all Franchise Agreements entered into between Company and Sub-
franchisor; and (b) Sub-franchisor shall cause such individuals who are the ultimate shareholders of
Sub-franchisor or its parent corporation(s) to execute Company’s standard form of unconditional
guarantee of all the obligations of Sub-franchisor or any subsidiary, as applicable, under any such
Franchise Agreement.

5.8 Inspection of Franchises and Operations

Sub-franchisor shall conduct inspection of all of the Franchises in the Development Area, and of its
operations and the operations of all Sub-Franchisees in accordance with the standards from time to
time established by Company, upon such schedules and according to such procedures as shall be
agreed upon by Company and Sub-franchisor, acting in good faith, but, in any event, at least once
during each calendar quarter, Sub-franchisor shall provide reports to Company with respect to the
findings of such inspections, in such form and at such times as Company shall require.

5.9 Marketing and Promotion

Sub-franchisor shall participate in all promotion and marketing activities required by Company of
its area developers, as required in the Franchise Agreements or otherwise.

5.10 Additional Assistance and Services

(a)Sub-franchisor shall provide all Sub-franchisees with such assistance and services as Company
shall reasonably request and require from time to time in connection with the construction,
equipping and opening of the Franchises within the Development Area, the sourcing of
equipments, fixtures, furnishings, inventories and supplies for such Franchises, the advertising
and promotion of such Franchises, and the supervision of the use and compliance with
Company’s quality control standards in the use, of the Trademarks at such Franchises.
(s) Company will make available to Sub-franchisor, the benefits of Company’s information
experience, advice, guidance and know-how, and, upon Sub-franchisor’s reasonable request,
Company shall counsel and assist Sub-franchisor with respect to the management and
operations of its Franchised Business.

6. PAYMENTS BY MASTER FRANCHISEE AND COMPENSATION FOR

SERVICES

6.1 Master Franchise Fee

Sub-franchisor shall pay to Company a non-refundable Master Franchisee Fee of [Rs.] payable
upon the execution thereof.
6.2 Sub-franchisor Franchises- Initial Franchise fees

Sub-franchisor shall pay to Company an initial franchise fee upon execution of such franchise
agreements entered into between Company and Sub-franchisor equal to the (i) greater of [Rs.], or,
(ii) percent [%] of the initial franchise fee then being charged by Sub-Franchisor to its Sub-
franchisees.

6.3 Sub-franchisor Franchises - Continuing Royalty

Sub-franchisor shall pay a Monthly Continuing Royalty pursuant to each Franchise Agreement
entered into between Company and Sub-franchisor in an amount equal to percent [%] of the “Gross
Sales” (as such term is defined in the Franchise Agreement) of the Franchise which is the subject of
such Franchise Agreement, during the period for which such fee is payable.
6.4 Sub-franchising fees

(a)Sub-franchisor shall pay to Company within five (5) days following the execution of each Sub-
franchise Agreement, an amount equal to (i) percent [%] of the amount payable by Sub-
franchisees to Sub-franchisor as the initial franchise fee under each Sub-Franchise Agreement
entered into between Sub-franchisor and a Sub-franchisee, or (ii) [Rs.], whichever is greater.
(t) In addition, on or before the tenth (10) day of each month, Sub-franchisor shall pay to Company
an amount equal to (i) [%] of the monthly continuing royalties paid during the preceding month
by all Sub-franchisees pursuant to Sub-franchise Agreements entered into pursuant to Section
5.4 or (ii) [%] of the Gross Sales of all Sub-franchisees; whichever is greater.
(u)In the event any Sub-franchise who enters into a Sub-franchise Agreement pursuant to Section
5.4 pays a transfer fee thereunder, Sub-franchisor shall pay Company a sum equal to percent
[%] of the amount of the transfer fee paid by such Sub-franchisee.
(v)Any amount not paid to Company when due, shall bear interest until paid at the rate of percent
[%] per annum. Sub-franchisor shall take all necessary steps promptly to collect sums due from
Sub-franchisees pursuant to Sub-franchise Agreements.

6.5 Management Agreement

If Company and Sub-franchisor shall not have entered into a new Master Franchise Agreement prior
to the expiration of the Term hereof pursuant to Paragraphs 2.2 and 2.3 hereof, and if Sub-
franchisor otherwise has strictly performed all of its obligations under this Agreement and all other
agreements between Company and Sub-franchisor, upon the expiration of this Agreement,
Company shall offer Sub-franchisor the right to enter into a Management Agreement, effective as of
the expiration of Term hereof, pursuant to which Sub-franchisor shall have the continuing right to
supervise and provide services to Sub-franchisees within the Development Area and to receive
compensation thereof upon the terms described therein.

7. TRADEMARKS

7.1 Ownership

Company shall own all right, title and interest to the Trademarks, and to all applications,
registrations and other fillings or notices which may be made with respect thereto in any
jurisdiction, provided that Sub-Franchisor shall be a licensee pursuant to individual Franchise
Agreements in accordance with the terms and conditions set forth herein.

7.2 Acts in Derogation of the Trademarks

Sub-franchisor shall not do or permit any act or thing to be done in derogation of any of the rights
of Company in connection with the Trademarks, either during the term of this Agreement or after,
and Sub-franchisor shall use the Trademarks only for the uses and in the manner licensed or
franchised or both under, and as provided in, this Agreement.

7.3 Prohibition against Disputing Rights

During or after the Term of this Agreement, Sub-franchisor shall not in any way dispute or impugn
the validity of the Trademarks, or rights of Company to them, or the rights of Company or other
franchisees of Company to use them.

7.4 Termination of Trademark Use

Upon the termination of this Agreement for any reason, Sub-franchisor shall forthwith deliver and
surrender to Company each and all of the Trademarks, and any physical objects bearing or
containing any of the Trademarks. Alternatively, at Company’s election, Sub-franchisor shall
obliterate or destroy any Trademark in Sub-franchisor’s position.

7.5 Non-use of Trade Name

If Sub-franchisor is a corporation, it shall not use any of the Trademarks or Company’s trade name,
or any words or symbols that are confusingly similar to them, in whole or in part, in Sub-
franchisor’s corporate name without Company’s prior written consent. In particular, Sub-franchisor
shall not use the words “Slaughter & Fox” or any variant as part of Sub-franchisor’s corporate name
without first obtaining Company’s express written consent.

7.6 Assumed Name Registration

If Sub-franchisor is required to do so by any statute or ordinance, Sub-franchisor shall promptly,

upon the execution of this Agreement, file with applicable government agencies or offices, a notice
of Sub-franchisor’s intent to conduct Sub-franchisor’s business under the name “Slaughter & Fox”.
Promptly upon the termination of this Agreement for any reason whatsoever, Sub-franchisor shall
execute and file such documents as may be necessary to effectively revoke and terminate such
assumed name registration, and if Sub-franchisor fails to promptly execute and file such documents
as may be necessary to effectively revoke and terminate such assumed name registration, Sub-
franchisor hereby, irrevocably appoints Company as Sub-franchisor’s attorney-in-fact to do so for
and on behalf of Sub-franchisor.

7.7 Yellow Page Telephone Listing

Sub-franchisor acknowledges that there shall be substantial confusion among the public if, after the
termination of this Agreement, Sub-franchisor continues to use the telephone number listed in and
telephone directory under the name “Slaughter & Fox”, or some other name confusingly similar
thereto. Accordingly, effective upon the termination of this Agreement for any reason whatsoever,
Sub-franchisor shall direct the telephone company servicing Sub-franchisor to disconnect the
telephone number listed under the Company name in the then current telephone directory, or
transfer such number to Company or to such person and location as Company directs. If Sub-
franchisor fails to promptly so direct the telephone company in accordance with Company’s
instructions, Sub-franchisor hereby irrevocably appoints Company as Sub-franchisor’s attorney-in-
fact to direct the telephone company to make such transfer. Sub-franchisor understands and agrees
that notwithstanding any billing arrangements with any telephone company or yellow pages
directory company, Company shall be deemed for purposes hereof to be the subscriber of such
telephone numbers with full authority to instruct the applicable telephone or yellow pages directory
company as to the use and disposition of telephone listings and numbers. Sub-franchisor hereby
agrees to release, indemnify, and hold such companies harmless from any damages or loss on
account of following Company’s said instructions.

7.8 Trademark Changes

From time to time, in the Manuals, or in directives or bulletins supplemental to them, Company
may change, improve or modify the Trademarks. Sub-franchisor shall accept, use and display, as
may be applicable, such modified Trademarks in accordance with the procedures, policies, rules and
regulations contained in the Manuals, as though they were specifically set forth in this Agreement.

7.9 Conflicting and Alternative Names

Company and Sub-franchisor agree that in the event that Sub-franchisor or any of its Sub-
franchisees shall be enjoined, restrained or otherwise prevented from operating under the Company
name or service marks or associated logotypes in the Development Area as a result of a binding
order entered by an court of competent jurisdiction, the Sub-franchisor and/or any of its Sub-
franchisees may thereafter operate under such alternative names, service marks, and/or associated
logotypes as are reasonably acceptable to Company. Such right shall be the sole remedy of the Sub-
franchisor and its Sub-franchisees in such event and Sub-franchisor shall hold Company harmless
from any claims by the Sub-franchisor or its Sub-franchisees with respect thereto.

7.10 Prosecution of Infringers

If Sub-franchisor receives notice or is informed or learns that any third party, which Sub-franchisor
believes to be unauthorised to use the Trademarks, is using the Trademarks or any variant of them,
Sub-franchisor shall promptly notify Company of the facts relating to such alleged infringing use.
Thereupon, Company, in its sole discretion, shall determine whether or not it wishes to take any
action against such third person on account of such alleged infringement. Sub-franchisor shall have
no right to make any demand against any such alleged infringer or to prosecute any claim of any
kind or nature whatsoever against such alleged infringer for or account of such infringement.

7.11 Non-ownership of Trademarks

Sub-franchisor has no right, title or interest in or to any of the Trademarks, except as granted to it in
this Agreement. Sub-franchisor acknowledges that Sub-franchisor now asserts no claim and later
shall assert no claim to any goodwill, reputation or ownership of the Trademarks by virtue of Sub-
franchisor’s licensed or franchised use or both of them, or otherwise.

8. Assignability
8.1 Assignability by Company

(a)Company shall have the right, but not the obligation, to cause a Company subsidiary or affiliate
to perform any or all of its obligations and exercise any or all of Company’s rights hereunder
and under any Franchise Agreement, and to require Sub-franchisor to perform any or all of its
obligations hereunder or under any Franchise Agreement, in favour of such subsidiary or
affiliate, by delivery of written notice thereof to Sub-franchisor and Sub-franchisee. Company
hereby guarantees those obligations it causes the subsidiary or affiliates to perform.
(w) Company shall have the right to assign this Agreement, or any of its rights and privileges
hereunder to any other person, firm or corporation other than a Company subsidiary or affiliate,
without Sub-franchisor’s prior consent, and Company shall not be liable for any obligations
accruing hereunder after the effective date of such assignment; provided the assignee shall
effectively assume and agree to perform Company’s obligations under this Agreement and is
reasonably capable of performing them.

8.2 Assignment by Sub-franchisor

(a)This Agreement has been entered into by Company in reliance upon and in consideration of the
singular personal skills and qualifications of Sub-franchisor and the trust and confidence
reposed in Sub-franchisor or, in the case of a corporate or partnership Sub-franchisor, the
principal officers or partners thereof who will actively and substantially participate in the
ownership and operation of the area development franchise as contemplated by this Agreement.
Therefore, neither Sub-franchisor’s interest in this Agreement nor any of its rights or privileges
hereunder shall be assigned or transferred, voluntarily or involuntarily, in whole or in part, by
operation of law or otherwise, in any manner, without the prior written approval of Company.
(x)Company may impose any reasonable condition(s) to the granting of its consent to such
assignment. Without limiting the generality of the foregoing, the imposition by Company of all
or any of the following conditions to its consent to any such assignment shall be deemed to be
reasonable:
(i) that the assignee (or the principal officers, shareholders, directors or general partners of the
assignee in the case of a corporate or partnership assignee) demonstrate that it has the skills,
qualifications and economic resources necessary, in Company’s judgement, reasonably exercised,
to own and operate the area development Franchised Business contemplated by this Agreement, and
by all other agreements which may then be in effect between Company and such assignee, and by
all other agreements proposed to be assigned to such assignee, including but not limited to all
Franchise Agreements;

(ii) that such assignment shall include an assignment of all of the assignor’s rights and interests in
each and every then existing Franchise Agreement and Sub-franchise Agreement to the same
assignee, and that the assignee shall expressly assume in writing for the benefit of Company and all
of the obligations of Sub-franchisor under this Agreement and all other agreements proposed to be
assigned to such assignee;

(iii) that the assignee shall have completed the Company’s training program to Company’s
satisfaction, exercised in good faith;

(iv) that as of the date of any such assignment, the assignor shall have strictly complied with all of
its obligations to Company, whether under this Agreement or any other agreement, arrangement or
understanding with Company;
(v) that the assignee is not then in default of any of the obligation to Company under any agreement
between such assignee and Company;

(vi) that the assignor or assignee shall pay to Company a transfer fee of [Rs.] which is reasonably
required to cover Company’s expenses relating to said assignment, and a training fee of [Rs.].

(c) Sub-franchisor shall not in any event have the right to pledge, encumber, charge, hypothecate or
otherwise give any third party a security interest in this Agreement in any manner whatsoever
without the express prior written permission of Company, which permission may be withheld for
any reason whatsoever in Company’s sole subjective judgement.

9. NON-COMPETITION

9.1 In Term

Except as expressly set forth in Exhibit “E” hereto, during the term of this Agreement, neither Sub-
franchisor nor any officer, director, controlling shareholder or indirect or indirect parent or
subsidiary company, or general or limited partner of a corporate or partnership Sub-franchisor, shall
either directly or indirectly, own, operate, advise, be employed by, or have any interest in any
business, whether located within or outside the Development Area that features [PRODUCT
DESCRIPTION], unless Company shall first consent thereto in writing.

9.2 Post Term

Except as expressly set forth in Exhibit “E” hereto, following the assignment, expiration or
termination hereof, for any reason, neither Sub-franchisor nor any officer, director, controlling
shareholder or indirect or indirect parent or subsidiary company, or general or limited partner of a
corporate or partnership Sub-franchisor, shall either directly or indirectly, own, operate, advise, be
employed by, or have any interest in any business, whether located within or outside the
Development Area that features [PRODUCT DESCRIPTION], or use any of the Company’s
System, procedures or trade secrets. Sub-franchisor will have the burden of establishing that any
such activity by it will not involve the use of benefits provided under this Agreement or constitute
unfair competition with Company or other franchisees of Company.

9.3 Scope

The parties have attempted in Sections 9.1 and 9.2 above to limit Sub-franchisor’s right to compete
only to the extent necessary to protect the Company from unfair competition. The parties hereby
expressly agree that if the scope or enforceability of Sections 9.1 and 9.2 is disputed at any time by
Sub-franchisor, a court or arbitrator, as the case may be, may modify either or both of such
provisions to the extent that it deems necessary to make such provisions enforceable under
applicable law. In addition, Company reserves the right to reduce the scope of either, or both, of
said provisions without the Sub-franchisor’s consent, at any time or times, effective immediately
upon notice to Sub-franchisor.

10. TERMINATION

The following transactions or occurrences shall constitute material events of default (each an
“Event of Default”) by the applicable party (the “defaulting party”) hereunder such that, in addition
to and without prejudice to or limiting any other rights and remedies available to the non-defaulting
party at law or in equity the non-defaulting party may elect to immediately and prospectively
terminate this Agreement at the sole discretion of the non-defaulting party by giving written notice
to the other party at any time after the occurrence of an Event of Default setting forth sufficient
facts to establish the existence of such event of Default.

10.1 Material Breach

A material breach by a party of any material covenant, material warranty or material representation
contained herein, where such defaulting party fails to cure such breach within [NUMBER] calendar
days after receipt of written notice thereof, or within such specific cure period as is expressly
provided for elsewhere in this Agreement; or

10.2 Insolvency and/or Bankruptcy

A party makes an attempt to make any arrangement for the benefit of the creditors, or a voluntary or
involuntary bankruptcy, insolvency or assignment for the benefit of creditors of a party or in the
event any action or proceeding is instituted relating to any of the foregoing and the same is not
dismissed within [NUMBER] calendar days after such institution; or

10.3 Failure to make Payment

A failure by either party to make payment of any monies payable pursuant to this Agreement, as
and when payment is due. Except as otherwise provided herein, no termination of this Agreement
for any reason shall relieve or discharge any party hereto from any duty, obligation or liability
hereunder which was accrued as of the date of such termination.

11. ARBITRATION

Any controversy or claim arising out of or relating to this Agreement, or any breach thereof,
including, without limitation, any claim, that said Agreement or any party thereof, is invalid, illegal
or otherwise voidable or void, or the enforcement of any such right to obligation which, by its
nature, survives the expiration or termination hereof, shall be submitted to arbitration; provided,
however, that this clause shall not be construed to limit Company from bringing any action in its
court of competent jurisdiction for injunctive or other provisional relief as Company deems to be
necessary or appropriate to protect its trademarks, trade names, service marks, logotypes, insignia,
trade dress and designs, or to enjoin or restrain Sub-franchisor from otherwise causing immediate
and irreparable harm to Company. This arbitration provision shall be deemed to be self-executing,
and in the event that either party fails to appear at any properly noticed arbitral proceeding, an
award may be entered against such party notwithstanding said failure to appear.

In any arbitration held pursuant tot his Section, (a) any and all pre-trial discovery devices,
including, but not limited to, dispositions, written interrogatories and request for production,
inspection, and copying of documents, and (b) any and all pre-judgement remedies, including, but
not limited to, attachments, claims and delivery proceedings, temporary protective orders,
injunctions and receiverships, will be available to the parties hereto as if the subject matter of
arbitration were pending in a civil action before a Superior Court of [STATE/ PROVINCE]

12. GENERAL PROVISIONS AND CONDITIONS

12.1 Relationship of Sub-franchisor with Company

It is expressly agreed that the parties intend by this Agreement, to establish between Company and
Sub-franchisor, the relationship of franchisor and [Link] as expressly provided herein, it
is agreed that Sub-franchisor has no authority to create or assume in Company’s name or on behalf
of Company, any obligation, express or implied, or to act or purport to act as agent or representative
on behalf of Company for any purpose whatsoever. In no event shall either party be deemed to be
fiduciaries of the other. Neither Company nor Sub-franchisor is the employer, employee, agent,
partner or co-venturer of, or with the other, each being independent contractors. Sub-franchisor
agrees that he will not hold himself out as the agent, employee, partner or co-venturer of Company,
or as having any of the aforesaid authority. All employees hired by or working for Sub-franchisor
shall be the employees of Sub-franchisor, and shall not, for any purpose, be deemed employees of
Company or subject to Company control.

12.2 Indemnity

Each party (the “Indemnifying Party”) shall indemnify and hold the other party and its affiliates and
their respective employees, officers, agents, attorneys, stockholders and directors and their
respective permitted successors, licensees and assignees ( the “Indemnified Party(ies)”) harmless
from and against (and shall pay as incurred) any and all claims, proceedings, actions, damages,
costs, expenses and other liabilities and losses (whether under a theory of strict liability or
otherwise) of whatsoever kind or nature.
(“Claim(s)’) incurred by, or threatened, imposed or filed against, any Indemnified party (including,
without limitation, (a) actual and reasonable costs of defence, which shall include without
limitation, Court costs and reasonable attorney and other reasonable expert and reasonable third part
fees; and (b) to the extent permitted by Law, any fines, penalties and forfeitures) in connection with
any proceeding against an Indemnified party caused by any breach (or, with respect to third party
claims only, alleged breach) by the Indemnifying party of any representation, term, warranty or
agreement hereunder. Neither party shall settle, compromise or consent to the entry of any
judgement in or otherwise seek to terminate any pending or threatened claim in respect of which the
Indemnified party is entitled to Indemnification hereunder (whether or not the Indemnified Party is
a party thereto), without the prior written consent of the other party thereto; provided, however, that
the Indemnifying Party shall be entitled to settle any claim without the written consent of the
Indemnified Party so long as such settlement only involves the payment of money by the
Indemnifying Party and in no way affects the rights of the Indemnified Party.

12.3 No Consequential Damages for Legal Incapacity

Neither party shall be liable to the other for any consequential damages, including, but not limited
to lost profits, increased construction or occupancy costs, or other losses, costs and expenses by
reason of any legal incapacity during the Term, or other conduct not due to the gross negligence or
misfeasance of such party.

12.4 Waiver and Delay

Except as otherwise expressly provided to the contrary, no waiver by Company of any breach or
series of breaches or defaults in performance by the Sub-franchisor, and no failure, refusal or
neglect of Company to exercise any right, power, or option given to it hereunder or under any other
agreement between Company and Sub-franchisor, whether entered into before, after or
contemporaneously with the execution hereof (and whether or not related hereto) or to insist upon
strict compliance with or performance of the Sub-franchisor’s obligations under this Agreement or
any other agreement between Company and Sub-franchisor, whether entered into before, after or
contemporaneously with the execution hereof (and whether or not related hereto, shall constitute a
novation or a waiver of the provisions of this Agreement with respect to any subsequent breach
thereof or waiver of Company’s right at any time thereafter to require exact and strict compliance
with the provisions thereof.

12.5 Survival of Covenants

The covenants contained in this Agreement which, by their terms, require performance by parties
after the expiration or termination of this Agreement, shall be enforceable, notwithstanding said
expiration or termination of this Agreement for any reason whatsoever.

12.6 Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the legal representatives,
successors and assigns of Company and Sub-franchisor.

12.7 Joint and Several Liability

If other party consists of more than one person or entity or a combination thereof, the obligations
and liabilities of each such person or entity to the other hereunder are joint and several.

12.8 Governing Law

This Agreement shall be governed by, and construed under, the laws of [STATE/ PROVINCE] of
[STATE/ PROVINCE]

12.9 Entire Agreement

This Agreement and the Exhibits incorporated herein contain all of the terms and conditions agreed
upon by the parties hereto with reference to the subject matter hereof. Except as may be described
in Exhibit “F”, which is annexed hereto and made a part hereof by this reference, no other
agreements, written or oral, shall be deemed to exist or bind any of the parties hereto and all prior
agreements, understandings and representations are merged herein superseded hereby. Each party
represents to the other that there are no contemporaneous agreements or understandings between the
parties relating to the subject matter of this Master Franchise Agreement that are not contained
herein. No officer or director, employee or agent of Company has any authority to make any
representation or promise not contained in this Agreement or any offering Circular for prospective
Master Franchisees required by applicable law, and the parties agree that each has executed this
Agreement without reliance upon any such representations or promise. This Agreement cannot be
modified or changed except by written instrument signed by all the parties hereto.

12.10 Titles for Convenience

Article and Section titles used in this Agreement are for convenience only and shall not be deemed
to affect the meaning or construction of any of the terms, provisions, covenants or conditions of this
Agreement.

12.11 Gender
All terms used in any one number or gender shall extend to mean and include any other number and
gender as the facts, context and sense of this Agreement or any article or paragraph hereof may
require.

12.12 Severability

Nothing contained in this Agreement shall be construed as requiring the commission of any act
contrary to law. Whenever there is any conflict between any of the provisions of this Agreement
and any present or future statute, law, ordinance or regulation contrary to which the parties have no
legal right to contract, the latter shall prevail, but in such event the provisions of this Agreement
thus effected shall be curtailed and limited only to the extent necessary to bring them within the
requirements of the law. In the event that any part, article, paragraph, sentence or clause of this
Agreement shall be held to be indefinite, invalid or otherwise unenforceable, the indefinite, invalid
or unenforceable provision shall be deemed deleted, and the remaining part of this Agreement shall
continue in full force and effect.

12.13 Fees and Expenses

Should any party hereto commence any action or proceeding for the purpose of enforcing, or
preventing the breach of, any provision hereof, whether by arbitration, judicial or quasi-judicial
action or otherwise, or for damages for any alleged breach of any provision hereof, or for a
declaration of such party’s rights and obligations hereunder, the prevailing party shall be
reimbursed by the losing party for all costs and expenses incurred in connection therewith,
including, but not limited to, reasonable attorney’s fees for the services rendered to such prevailing
party.

12.14 Notices

Except as otherwise expressly provided herein, all written notices and reports permitted required to
be delivered by the parties pursuant hereto shall be deemed so delivered at the time delivered by
hand, one (1) business day after transmission by facsimile, telegraph, e-mail or other electronic
system; three (3) business days after deposit via registered or certified mail, return receipt
requested; or one (1) business day after placement with any reputable air courier service, requesting
delivery on the most expedited basis available, postage prepaid and addressed as follows:
[ADDRESS]

13. COMPANY’S REPRESENTATIONS AND WARRANTIES

Company represents and warrants that:

a. It is a company organised and existing under the laws of Gauteng of the state of South Africa ,
with its principal place of business in South Africa;
b. The undersigned has the full right, power and authority to sign this Agreement on behalf of the
Company;
c. The execution, delivery and performance of this Agreement does not and will not, violate any
provisions, articles or certificates of incorporation and bylaws, or any contract or other
Agreement to which Company is a party;
d. There is no broker, finder or intermediary involved in connection with the negotiations and
discussions incident to the execution of this Agreement, and no broker, finder, agent or
 intermediary who might be entitled to a fee, commission or any other payment upon the
consummation of the transactions contemplated by this Agreement;
e. This Agreement has been duly executed and delivered and constitutes a legal, valid and binding
obligation, enforceable in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganisation, moratorium or other similar laws now or hereinafter in
effect, affecting the enforcement of creditors’ rights in general and by general principles of
equity, regardless of whether such enforceability is considered in a proceeding in equity or at
law.

14. SUB-FRANCHISOR’S REPRESENTATIONS AND WARRANTIES

Sub-franchisor represents and warrants that:

a. It is a company organised and existing under the laws of [STATE/ PROVINCE], with its
principal place of business in [COUNTRY];
f. The undersigned has the full right, power and authority to sign this Agreement on behalf of the
Sub-franchisor;
g. The execution, delivery and performance of this Agreement does not and will not, violate any
provisions Sub-franchisor's articles or certificates of incorporation and bylaws, or any contract
or other Agreement to which Sub-franchisor is a party;
h. There is no broker, finder or intermediary involved in connection with the negotiations and
discussions incident to the execution of this Agreement, and no broker, finder, agent or
intermediary who might be entitled to a fee, commission or any other payment upon the
consummation of the transactions contemplated by this Agreement;
i. This Agreement has been duly executed and delivered and constitutes a legal, valid and binding
obligation of Sub-franchisor enforceable in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganisation, moratorium or other similar laws
now or hereinafter in effect, affecting the enforcement of creditors’ rights in general and by
general principles of equity, regardless of whether such enforceability is considered in a
proceeding in equity or at law.

15. Time of the Essence

Time shall be of essence for all purposes of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as on the day and year
first above written.

COMPANY SUB-FRANCHISOR

Authorized Signature Authorised Signature

Slaughter & Fox Print Name and Title

EXHIBIT A

DEVELOPMENT AREA

EXHIBIT B

MINIMUM DEVELOPMENT OBLIGATIONS

Development Cumulative Total Franchises to Number of sub-
Period Ending Franchises in be opened during franchises to be
Operation period opened during this
period

EXHIBIT C

INITIAL MATERIALS

EXHIBIT D

FRANCHISE AGREEMENT
 EXHIBIT E

TERM AND POST TERM COMPETITION

EXHIBIT F