Exhibit 10.7


  


CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


AMENDED AND RESTATED
MASTER DEVELOPMENT AGREEMENT


 


THIS
AGREEMENT dated June 11, 2018 (the “Original Commencement Date”)
has been amended and restated on August 13, 2021 (the “A&R Effective Date”) by and among:


 


		(1)	Tim Hortons Restaurants
                                            International GmbH, a private limited liability company (Gesellschaft mit beschränkter
                                            Haftung), organized and existing under the laws of Switzerland and having a principal
                                            place of business at Dammstrasse 23, 6300 Zug, Switzerland, registered with the Trade Register
                                            of the Canton of Zug under number CHE-140.381.602 (“THRI”);



 


		(2)	TH Hong Kong
                                            International Limited, a company organized under the laws of Hong Kong and having a principal
                                            place of business at Laws Commercial Plaza, 788 Cheung Sha Wan Road, Kowloon, Suite 603,
                                            6/F, Hong Kong (the “Master Franchisee”); and



 


		(3)	TH International
                                            Limited, a limited company organized under the laws of Cayman Islands having a principal
                                            place of business at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“Tims
                                            China”).



 


For the purposes
of this Agreement, the above parties shall be individually referred to as a "Party" and collectively referred to as
the "Parties".


 


INTRODUCTION


 


		A.	THRI possesses
                                            the right to license and/or permit third parties to use the unique Tim Hortons System and
                                            the Tim Hortons Marks for the development and operation of Quick Service Restaurants known
                                            as Tim Hortons Restaurants throughout the Territory.



 


		B.	THRI is engaged
                                            in the business of developing, operating and granting franchises to operate Tim Hortons Restaurants
                                            throughout the Territory using the Tim Hortons System and the Tim Hortons Marks and such
                                            other marks as THRI or its Affiliates may authorize from time to time for use in connection
                                            with Tim Hortons Restaurants.



 


		C.	THRI and its Affiliates
                                            have established a reputation and image with the public as to the quality of products and
                                            services available at Tim Hortons Restaurants, which reputation and image have been, and
                                            continue to be, a unique benefit to THRI, its Affiliates and its franchisees.



 


		D.	On the Original
                                            Commencement Date, THRI, the Investor and Cartesian agreed to develop Tim Hortons Restaurants
                                            in the Territory, and for this purpose established Tims China as a joint venture company
                                            (the “Transaction”). As a result of the Transaction, THRI initially owned
                                            a 10% interest in Tims China and the Investor owned a 90% interest in Tims China. Master
                                            Franchisee is a wholly-owned subsidiary of Tims China.



 


		E.	On the Original
                                            Commencement Date, THRI and Master Franchisee entered into the Original Agreement, pursuant
                                            to which THRI granted to Master Franchisee and Master Franchisee obtained the exclusive right
                                            to develop, open and operate (through itself and the Approved Subsidiaries), and to license
                                            Franchisees to develop, open and operate, Tim Hortons Restaurants in the Territory.



 


		F.	Master Franchisee
                                            recognizes, acknowledges, declares and confirms that (i) the benefits to be derived
                                            from being identified with and licensed by THRI and being able to utilize the Tim Hortons
                                            System including the Tim Hortons Marks which THRI makes available to its franchisees are
                                            substantial, and (ii) without such benefits being granted by THRI, Master Franchisee
                                            would not be in a position to establish and operate a food chain business in the Territory
                                            of the nature, reputation and quality of the Tim Hortons Restaurants and, as such, Master
                                            Franchisee has been provided a business opportunity that would not otherwise be available
                                            to Master Franchisee.



  






     


     


    

 


CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		G.	In connection
                                            with the granting of the Development Rights to Master Franchisee to ensure that the Standards
                                            shall be complied with and maintained, Master Franchisee has agreed to provide services and
                                            operational support to all Tim Hortons Restaurants operating within the Territory.



 


		H.	Master Franchisee
                                            acknowledges that it entered into the Original Agreement and is entering into this Agreement
                                            after having made an independent investigation of THRI's operations, and not upon any representation
                                            as to the profits and/or sales volumes which it might be expected to realize, nor upon any
                                            representations or promises made by THRI or any Person on its behalf which are not contained
                                            in this Agreement, except for such representations, warranties, covenants and agreements
                                            contained in the Transaction Agreements.



 


		I.	It is the intent
                                            of THRI and Master Franchisee to preserve continuing customer confidence in the reliability
                                            and quality of all products sold at Tim Hortons Restaurants.



 


		J.	The Parties now
                                            desire to enter into this Agreement, which Agreement will amend, restate, supersede and replace
                                            the Original Agreement with effect from the A&R Effective Date.



 


NOW
THEREFORE, in consideration of the mutual promises, agreements, obligations and covenants contained in this Agreement and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


1       INTERPRETATION


 


		1.1	Definitions



 


In this Agreement,
the terms below have the following meanings. Any of such terms, unless the context otherwise requires, may be used in the singular or
plural, depending upon the context.


 


“20% Tims
Go Test” has the meaning set out in clause 6.4.


 


“A&R
Effective Date” has the meaning set forth in the preamble.


 


“Accounting
Principles” means the accounting principles of Tims China consistent with US GAAP.


 


“Acquired
Restaurant” has the meaning set out in clause 6.2.


 


“Ad Fund
Account” has the meaning set out in clause 11.1.


 


“Ad Fund
Breach” has the meaning set out in clause 11.7.


 






    2


     


    




 


CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


“Administrative
Expenses” means all general and administrative expenses and overhead associated with managing, administering and maintaining
the Advertising Fund, including, without limitation, salaries of relevant employees of Master Franchisee and/or its respective Affiliates,
and the salaries of relevant employees of THRI and its Affiliates if THRI terminates Master Franchisee’s right to manage the Advertising
Fund and provide the Marketing Services and Advertising Services pursuant to clause 11.7.


   


“Advertising
Contributions” has the meaning set out in clause 11.1.


 


“Advertising
Fund” means the advertising fund formed by Master Franchisee by combining the Advertising Contributions paid under the Company
Franchise Agreement and the Franchise Agreements, as applicable, in respect of all Tim Hortons Restaurants in the Territory, which advertising
fund shall be used for the purposes and in the manner stipulated in this Agreement, the Company Franchise Agreement and the Franchise
Agreements.


 


“Advertising
Fund Audit” has the meaning set out in clause 11.9.


 


“Advertising
Services” has the meaning set out in clause 11.5.2.


 


“Affected
Area” has the meaning set out in clause 10.2.1.


 


"Affiliate"
means any Person that directly or indirectly Controls, is Controlled by, or is under common Control with another Person.


 


“Agreement”
means this Amended and Restated Master Development Agreement.


 


“Applicable
Royalty” has the meaning set out in clause 9.5.1.


 


“Approved
Subsidiary” means TH Shanghai and any other entity (a) which is wholly-owned by Master Franchisee, (b) which is established
in the Territory while the Development Rights are in effect, (c) the business of which is limited to the operation of Tim Hortons
Restaurants in the Territory, (d) which THRI licenses the right to operate Direct-Owned Restaurants in the Territory pursuant to
the Company Franchise Agreement, and (e) which delivers to THRI a Joinder Agreement. TH Shanghai executed the PRC Company Franchise
Agreement on the Original Commencement Date. An Approved Subsidiary may operate Direct-Owned Restaurants pursuant to the Company Franchise
Agreement, subject to compliance with this Agreement and the Company Franchise Agreement.


 


“Annual
Cap” has the meaning set out in clause 10.2.4.


 


“Annual
Opening Target” has the meaning set out in the Development Schedule.


 


“Anti-Corruption
Laws” means the FCPA, the CFPOA, the Corruption and Disobedience sections of the Canadian Criminal Code, RSC 1985, c C-46,
and all other anti-corruption, fraud, kickback, anti-money laundering, anti-boycott laws, regulations or orders, and all similar laws,
or regulations or orders applicable to the Parties of this Agreement in the Territory and any other relevant jurisdictions.


  






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CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.



 


“Anti-Terrorism
Laws” means Executive Order 13224 issued by the President of the United States, the Terrorism Sanctions Regulations (Title
31, Part 595 of the U.S. Code of Federal Regulations), the Foreign Terrorist Organizations Sanctions Regulations (Title 31, Part 597
of the U.S. Code of Federal Regulations), the Cuban Assets Control Regulations (Title 31, Part 515 of the U.S. Code of Federal Regulations),
the USA PATRIOT Act, and all other present and future federal, state, provincial and local laws, ordinances, regulations, policies, lists
and any other requirements of any governmental authority (including, without limitation, the United States Department of Treasury Office
of Foreign Assets Control and any government agency outside the U.S.) addressing or in any way relating to terrorist acts and/or acts
of war, including without limitation any applicable Canadian and UK anti-terrorism legislation.


  


“Approvals”
has the meaning set out in clause 35.1.1.


 


“Approved
Facility” means the specific facility of an Approved Supplier that is approved by THRI in writing to manufacture and/or distribute
the Approved Products in the Territory.


 


“Approved
Plans and Specifications” means the general plans and specifications for the construction and fit-out of a new or remodelled
Restaurant in the Territory (including requirements as to signage and equipment) which may be approved from time to time by THRI in its
sole discretion, which, for the avoidance of doubt are not specific to an individual site or Restaurant location.


 


“Approved
Platforms” has the meaning set out in Schedule 1A.


 


“Approved
Products” has the meaning set out in the Company Franchise Agreement.


 


“Approved
Suppliers” has the meaning set out in the Company Franchise Agreement.


 


“Audit
Report” has the meaning set out in clause 10.3.1.


 


“Authority”
means any federal, state, municipal, local or other governmental department, regulatory body, commission, board, bureau, agency or instrumentality,
or any administrative, judicial or arbitral court or panel, with jurisdiction over the applicable matter.


 


“Background
Check Provider” means Navigant Consulting, Inc. or any similar service provider with reputable standing and relevant experience
acceptable to THRI.


 


“Baked
Goods” means donuts, muffins, bagels, cookies, danishes, croissants, rolls, pastries, biscuits, scones, brownies and similar
baked goods and snacks offered for sale at Tim Hortons Restaurants from time to time.


 


“Basic
Training Program” has the meaning set out in clause 15.1.1.


 


“Business
Day” means a day, other than a Saturday, Sunday or public holiday in Hong Kong and Switzerland on which banks are open in Hong
Kong and Switzerland for general commercial business.


 


“Cash and
Cash Equivalents” means, as of any date of determination, the aggregate amount of cash, cash equivalents and marketable securities
(including deposits) of the Tims China Group as of such date, determined on a consolidated basis in accordance with the Accounting Principles.


 






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CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


  


“Cartesian”
means, collectively, Pangaea Two, LP, a limited partnership, organized and existing under the laws of the State of Delaware, and Pangaea
Two Parallel, LP, an exempted limited partnership, organized and existing under the laws of the Cayman Islands, each having a principal
place of business at 505 Fifth Avenue, 15th Floor, New York, NY 10017.


 


“CFPOA”
means the Canadian Corruption of Foreign Public Officials Act, S.C. 1998, c. 34, as amended or superseded.


 


“Claim”
means any lawsuit, litigation, dispute, claim, arbitration, mediation, action, hearing, proceeding, investigation, charge, complaint,
demand, injunction, judgment, order, decree, ruling or any other proceeding before a judicial, administrative or arbitral court or panel,
whether known or unknown, liquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal or equitable.


 


“Co-Branded
Location” means a location where a Tim Hortons Restaurant and another restaurant business under another brand (the “Other
Restaurant Business”) co-exist and any one of the following characteristics is present: (a) the Tim Hortons Restaurant
and the Other Restaurant Business are staffed with the same employees, or (b) the Tim Hortons Restaurant and the Other Restaurant
Business share any one of the following: (i) the POS Systems, (ii) kitchen or kitchen equipment, (iii) seating areas (except
that if the Tim Hortons Restaurant and the Other Restaurant Business are located in a food court, both businesses may share a common
seating area), or (iv) décor packages.


 


“Coffee/Bakeshop
Competitive Business” means any Quick Service Restaurant business where (a) the combined sales of Coffee Products constitute
fifteen percent (15%) or more of its overall food and beverage sales; or (b) the combined sales of Baked Goods constitute twenty-five
percent (25%) or more of its overall food and beverage sales; or (c) the combined sales of Coffee Products and Baked Goods constitute
thirty-five percent (35%) or more of its overall food and beverage sales. A Coffee/Bakeshop Competitive Business includes businesses
that grant franchises or licenses to others to operate any of the types of businesses described in the preceding sentence.


 


“Coffee
Non-Supply Event” has the meaning set out in clause 10.1.4.


 


“Coffee
Products” means hot or cold brewed coffee, including decaffeinated coffee, coffee concentrate that is intended to be reconstituted
to make a brewed cup of coffee, hot or cold espresso-based speciality drinks, including cappuccino and latte, and hot or cold coffee
flavoured beverages made with coffee flavouring that uses coffee beans, in whole or in part, to get its coffee flavour (and, for greater
certainty, excluding any components of such offerings that are not derived in some manner from coffee beans, such as milk, cream or sugar).


 


“Company
Franchise Agreement” means, individually or collectively, as the context may require, the PRC Company Franchise Agreement and/or
the HK Company Franchise Agreement.


 


“Competitor”
means any Person who (or which), whether directly or indirectly, owns or operates, or licenses to
any other Person the right to own and/or operate, any Coffee/Bakeshop Competitive Business and/or any Affiliate of such Person. For purposes
of this definition, the term “Competitor” shall also include (a) any director or officer of such Person or Affiliate,
(b) any entity Controlled by such Person or Affiliate, either through the direct or indirect ownership of Equity Securities, a contractual
arrangement with one or more holders of Equity Securities or otherwise, and (c) any immediate family member of such Person (or any
Affiliate of any of the foregoing). Notwithstanding the foregoing, the Existing Businesses are excluded from the definition of “Competitor”
for the purposes of this Agreement and the other Transaction Agreements.


  






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CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


  


“Compliance
Plan” is the compliance program and code of business ethics maintained by Tims China (with such modifications and updates as
may be agreed to with THRI from time to time) to establish internal controls and reporting mechanisms to prevent, detect, identify, investigate
and correct unethical, illegal or improper business practices, including violations of applicable Anti-Corruption Laws.


 


“Concept
Approval” has the meaning described in clause 10.2.1.


 


“Concept
Approval Notice” has the meaning described in clause 10.2.1.


 


“Confidential
Information” has the meaning set out in clause 19.1.


 


“Confidential
Operating Manual” means such sets of manuals, guides and video training materials, memoranda, bulletins, directives, computer
programs, and other materials whether stored in a retrieval system or in paper format and whether documented or communicated in writing
or electronically, as may exist or be changed by THRI and/or its Affiliates from time to time, in their sole discretion, which together
create and maintain uniform standards and specifications of use of the Tim Hortons Marks and the operation of Restaurants and the Tim
Hortons System.


 


“Control”
or “Controlled” means the direct or indirect ownership, whether by ownership of Equity Securities, contract, proxy
or otherwise, of shareholding or contractual rights of a Person that assures (a) the majority of the votes in the resolutions of
such Person, or (b) the power to appoint the majority of the managers or directors of such Person, or (c) the power to direct
or cause the direction of the management or policies of such Person, and the related terms “Controlled by” “Controlling”
or “under common Control with” shall be read accordingly.


 


“Conversion
Rate” means the official exchange rate published by Bloomberg L.P. (or if this rate is unavailable
or is no longer published, the rate published by The Wall Street Journal or such other internationally recognized third party
financial information publisher designated by FRANCHISOR from time to time) for the exchange of the currency in question on the date
applicable to any currency conversion.


 


“Core Coffee
Products” has the meaning set out in clause 10.1.4.


 


“Core Menu
Items” means the items set out in Schedule 5; and such other essential menu items as may be determined by THRI and/or its Affiliates
acting in good faith, in their sole discretion, for the Tim Hortons System globally and not solely with respect to the Territory, from
time to time and communicated in writing to Master Franchisee. The publication of any changes to the Core Menu Items in the Confidential
Operating Manual shall be considered a “writing” for purposes hereof. THRI shall provide Master Franchisee with reasonable
time to implement any new Core Menu Item.


 


“Core Menu
Item Removal Notice” has the meaning set out in clause 10.4.1.


 


“Cumulative
Opening Targets” has the meaning set forth in the Development Schedule.


 






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CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


  


“Current
Image” means the internal and external physical appearance of new or remodeled Tim Hortons
Restaurants including, without limitation, as it relates to signage, fascia, color schemes, menu boards, lighting, furniture, finishes,
décor, materials, equipment and other matters generally applicable to THRI’s operations in the Territory as may be changed
from time to time by THRI in its sole discretion.


 


“Days”
or “Day” means calendar day or days, unless otherwise expressly provided.


 


“Delivery
Program” means a delivery and catering program relating to Tim Hortons Restaurants in the Territory.


 


“Delivery
Requirements” means the rules, policies, guidelines and Standards established by THRI, in its sole discretion, from time to
time in connection with a Delivery Program, taking into consideration local norms, customs and practices, and recommendations from Master
Franchisee.


 


“Development
Cure Period” means, for any Shortfall Year, a six (6) month period commencing on September 1st of the
Development Year immediately following such Shortfall Year.


 


“Development
Default” has the meaning set out in clause 6.8.


 


“Development
Rights” has the meaning set out in clause 4.1.


 


“Development
Schedule” means the schedule attached to this Agreement as Schedule 1.


 


“Development
Services” has the meaning set out in clause 9.13.


 


"Development
Year" or “Year” means, with respect to the first Development Year, the period beginning on the Original Commencement
Date and ending on August 31, 2019, and with respect to each subsequent Development Year, the period beginning on September 1st
and ending on August 31st of the following year.


 


“Direct-Owned
Restaurants” means the Tim Hortons Restaurants owned, established and operated by Master Franchisee in the Territory pursuant
to this Agreement and the Company Franchise Agreement. Direct-Owned Restaurants include any Franchised Restaurants acquired by Master
Franchisee during the Term.


 


“Direct-Owned
Restaurant Fee Credit” has the meaning set out in clause 8.6.


 


“Direct-Owned
Restaurant Unit Fee” has the meaning set out in clause 8.5.


 


“Dispute”
has the meaning set out in clause 29.2.


 


“Early
Closure Request” has the meaning set out in clause 6.6.


 


“Equity
Securities” means, with respect to a Person that is a legal entity, any and all shares of the capital stock or other equity
interests of such Person, securities of such Person convertible into, or exchangeable or exercisable for, such shares or other equity
interests, and options, warrants or other rights, including, but not limited to, subscription rights, to acquire such shares or other
equity interests.


 






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CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


  


“Events
of Default” means those events set out in clause 18.1.


 


“Excess
Inventory” has the meaning set out in Schedule 1A.


 


“Excess
Tims Go Restaurants” has the meaning set out in clause 6.4.


 


“Exclusivity
Exclusions” has the meaning set out in clause 4.5.


 


“Existing
Businesses” has the meaning set out in clause 14.3.


 


“Export
Control Laws” means the various export control statutes, regulations, decrees, orders, guidelines and policies of the United
States Government and the Government of Canada, collectively referred to as “Export Control Laws,” including, but not limited,
to the International Traffic in Arms Regulations (22 C.F.R. Parts 120-130 (2016)) of the U.S. Department of State, the Export Administration
Regulations ("EAR") (15 C.F.R. Parts 730-774 (2016)) of the U.S. Department of Commerce; the U.S. anti-boycott regulations
and guidelines, including those under the EAR and U.S. Department of the Treasury regulations; the various economic sanctions regulations
and guidelines of the U.S. Department of the Treasury, Office of Foreign Assets Control, as amended, the equivalent laws and regulations
of Canada; and restrictions against dealings with certain prohibited, debarred, denied or specially designated entities or individuals
under statutes, regulations, orders, and decrees of various agencies of the United States Government or Government of Canada.


 


“Extension
Notice” has the meaning set forth in clause 5.1.1.


 


“Extension
Period” has the meaning set forth in clause 5.1.


 


“Extension
Period Targets” has the meaning set out in the Development Schedule.


 


“Extension
Retail Right Notice” has the meaning set out in Schedule 1A.


 


“Extension
Retail Right Option” has the meaning set out in Schedule 1A.


 


“Extension
Retail Right Period” has the meaning set out in Schedule 1A.


 


“FCPA”
means the U.S. Foreign Corrupt Practices Act of 1977, as amended or superseded.


 


“Final
Judgment” has the meaning set out in clause 20.5.


 


“Force
Majeure Event” has the meaning set out in clause 6.9.


 


“Franchise
Agreement” means a franchise agreement authorized by THRI to be used in the Territory and entered into between Master Franchisee,
as franchisor, and a Franchisee, as franchisee, during the Term which grants Franchisee the right to operate a Franchised Restaurant
at a specific location in the Territory. Prior to entering into the Franchise Agreement with respect to the first Franchised Restaurant
in the Territory, the final form of Franchise Agreement shall be approved in writing by THRI. In addition, THRI shall approve any changes
to the form of Franchise Agreement from time to time and may require Master Franchisee to implement changes to the form in the event
that THRI’s requirements change from time to time.


 






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CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


  


“Franchised
Restaurants” means, collectively, the Tim Hortons Restaurants operated by Franchisees pursuant to Franchise Agreements.


 


“Franchisee”
means a Person that is not an Affiliate of Master Franchisee who is licensed by Master Franchisee to open and operate a Tim Hortons Restaurant
under a Franchise Agreement.


 


“Franchised
Restaurant Unit Fee” has the meaning set out in clause 9.4.1.


 


“FSC”
has the meaning set out in clause 20.9.6.


 


“FSR”
has the meaning set out in clause 20.9.6.


 


“Global Marketing Policy”
means the Global Marketing Policy, as such policy may be developed, adopted, amended or supplemented by THRI and/or its Affiliates from
time to time in their sole discretion.


 


“Goods
and Services” means the goods and services in respect of which the Tim Hortons Marks are registered.


 


“Gross
Sales” includes all sums charged or received in cash or by credit (and regardless of collection
in the case of credit) for all goods and merchandise sold or otherwise disposed of, or services provided or performed at or from a Restaurant,
and all other revenue and income of every kind and nature related to the Restaurant. The sale of Tim Hortons products away from a Restaurant
is not authorized; however, should any such sales occur or be approved in the future, they will be included within the definition of
Gross Sales. Gross Sales excludes taxes that are required by applicable Law: (a) to be levied on the customer at the time of each
sales transaction; (b) to be collected by Master Franchisee or a Franchisee and remitted to the taxing authority by such Persons;
and (c) to be based upon the amount of the sale. Gross Sales also excludes cash received as payment in credit transactions where
the extension of credit itself has already been included in the figure upon which the Royalty and Advertising Contribution is calculated.
In addition, and for certainty only, taxes based on gross income or gross revenue of Master Franchisee or a Franchisee shall not be deducted
from the calculation of Gross Sales.


 


“HK$”
means Hong Kong Dollars.


 


“HK Company
Franchise Agreement” means the Company Franchise Agreement, dated as of the Original Commencement Date and amended and restated
as of the A&R Effective Date, by and between THRI, as franchisor, and Master Franchisee, as franchisee, pursuant to which, among
other things, THRI has granted Master Franchisee a license to use the Tim Hortons Marks in connection with the operation of Direct-Owned
Restaurants in the Special Administrative Regions of Hong Kong and Macau.


 


“ICC
Rules” has the meaning set out in clause 29.4.


 






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CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


“Indebtedness”
means, with regard to any Person and without duplication, the outstanding principal amount of, and accrued and unpaid interest on, any
(a) indebtedness for borrowed money, (b) other obligations evidenced by any note, bond, debenture or other debt security, and
(c) guarantees of any indebtedness of a third party of the type described in the foregoing clauses (a) and (b). “Indebtedness”
shall not include (i) any obligations under operating leases or real property leases, (ii) any obligations with respect to
surety bonds or undrawn letters of credit, or (iii) any intercompany obligations.


 


“Indirect
Tax” has the meaning set out in clause 22.6.


 


“Initial
Retail Right Term” has the meaning set out in Schedule 1A.


 


“Initial
Term” has the meaning set out in clause 5.1.


 


“Intellectual
Property Claims” has the meaning set out in clause 20.2.4.


 


“Interested
Party” has the meaning set out in clause 4.6.


 


“IP Transferee” has
the meaning set out in clause 21.2.


 


“Investment Agreement”
means the Joint Venture and Investment Agreement dated April 27, 2018 by and among THRI, the Investor and Cartesian.


 


“Investor”
means Pangaea Two Acquisition Holdings XXIIB, Ltd., a private company limited by shares, organized and existing under the laws of
England and Wales and having a principal place of business at 11-12 St. James’s Square, London SW1Y 4LB.


 


“Joinder
Agreement” means the Joinder Agreement executed by Master Franchisee and an Approved Subsidiary and delivered to THRI, pursuant
to which the Approved Subsidiary agrees to be bound by the Company Franchise Agreement and jointly and severally liable with Master Franchisee
and all other Approved Subsidiaries for all of the liabilities and obligations of Franchisee (as defined in the Company Franchise Agreement)
pursuant to the Company Franchise Agreement and each Unit Addendum issued thereunder. The form of Joinder Agreement is attached as Schedule
E to the Company Franchise Agreement.


 


“Law”
or “law” means, collectively, any laws, rules, statutes, decrees, regulations, circulars, writs, injunctions, ordinances
or orders, including all applicable public, environmental, and competition laws, and regulations; and any administrative decisions, judgments
and other pronouncements enacted, issued, promulgated, enforced or entered by any Authority.


 


“Level
2 Background Check” means the final report issued by the Background Check Provider based
on the level 2 background check to be conducted by the Background Check Provider, which will be limited to:


 


		(a)	the standard
                                            scope of work of Navigant Consulting, Inc. for a Level 2 Background Check, a copy of
                                            which is in the agreed form attached as Exhibit B hereto, as such scope may be modified
                                            by applicable Law (the “Level 2 Agreed Scope”); or



 


		(b)	to the extent
                                            that Navigant Consulting, Inc. from time to time amends its standard scope for work
                                            for completing a background check of an equivalent level to that contemplated by the Level
                                            2 Agreed Scope, such amended scope; or



  






    10


     


    

 


CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


  


		(c)	to the extent
                                            that a provider other than Navigant Consulting, Inc. is used, its standard scope of
                                            work at the relevant time for completing a background check of an equivalent level to that
                                            contemplated by the Level 2 Agreed Scope.



 


“Local
Currency” has the meaning set out in clause 22.1.


 


“Losses”
means any losses, amounts paid in settlement, penalties, fines, damages (including special, indirect and consequential damages), lost
profits, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses incurred in investigating, preparing
or defending any Claims covered hereby).


 


“LTM EBITDA”
means, as of any date of determination, the consolidated earnings before interest, taxes, depreciation and amortization of the Tims China
Group for the 12-month period ending as of the last day of the month immediately prior to such date, determined in accordance with the
Accounting Principles.


 


“Mainland
China” means the PRC, excluding Taiwan and the Special Administrative Regions of Hong Kong
and Macau.


 


“Marketing
Agencies” means all service providers or agencies retained directly or indirectly by Master Franchisee to provide Marketing
Services during the Term.


 


“Marketing
Calendar” means the annual marketing calendar for the Territory, to be delivered to THRI and/or its Affiliates under clause
11.4.


 


“Marketing
Services” has the meaning set out in clause 11.5.1.


 


“Master
Franchisee” means the Party designated in the preamble above as Master Franchisee, its successors and permitted assigns.


 


“MDA Termination
Event” means the (a) expiration of this Agreement, or (b) termination of this Agreement or the termination of the
Development Rights, whichever occurs first.


 


“MF Parties”
has the meaning set out in clause 1A.


 


“Mobile
Application” means any application software, platform, application or functionality embedded within social media applications
or platforms or any other software configurations or systems designed to run on smartphones, tablets, computers and other mobile devices.


 


“MOFCOM”
means the Ministry of Commerce of the PRC.


 


“Monitoring
Services” has the meaning set out in clause 16.1.


 


“MOP”
means Macanese pataca, the currency of the Macau Special Administrative Region of the PRC.


  






    11


     


    

 


CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


  


“Net Debt”
means, as of any date of determination, the aggregate amount of Indebtedness of the Tims China Group as of such date minus the aggregate
amount of Cash and Cash Equivalents of the Tims China Group as of such date, in each case, determined on a consolidated basis in accordance
with the Accounting Principles.


 


“Notice
of Completion” means a written notice from Master Franchisee to THRI, advising THRI that Master Franchisee or an Approved Subsidiary
will open a Direct-Owned Restaurant and providing the scheduled opening date of the Direct-Owned Restaurant.


 


“Notice
of Dispute” has the meaning set out in clause 29.2.


 


“Opening
Supervision Services” has the meaning set out in clause 15.4.


 


“Optional
Training Programs” has the meaning set out in clause 15.1.3.


 


“Original
Agreement” means the Master Development Agreement dated July 11, 2018, as amended by the First Amendment to the Master
Development Agreement and Company Franchise Agreement dated November 4, 2020 and the Second Amendment to the Master Development
Agreement dated March 5, 2021.


 


“Original
Commencement Date” has the meaning set out in the preamble.


 


“Other
Brands” has the meaning set out in clause 4.4.


 


“Other
Distribution Channel Opportunity” has the meaning set out in clause 4.6.


 


“Other
Distribution Channel Opportunity Notice” has the meaning set out in clause 4.6.


 


“Other
Distribution Channels” means distribution channels other than Tim Hortons Restaurants, such as retail channels, including supermarkets,
grocery and convenience stores, catering and unmanned machines and petrol filling stations.


 


“Other
Marks” means worldwide trademarks, service marks, trade names, trade dress, logos, slogans, designs, copyrights, other intellectual
property and other commercial symbols and source-identifying indicia (and the goodwill associated therewith) that are similar, either
in whole or in part, to those of any THRI Affiliate.


 


“P&L
Information” means the following information, by hard copy or electronic format prescribed by or otherwise acceptable to THRI:
(a) monthly, quarterly and fiscal year-to-date profit and loss statements prepared as management accounts in accordance with generally
accepted accounting principles in the Territory for each Franchised Restaurant and the total operations of the applicable Franchisee,
as the case may be, including, without limitation, all Tim Hortons Restaurants operated by Franchisee which for the avoidance of doubt
includes the main office function and any distribution function and (b) such other information and records of any kind as THRI may
reasonably require from time to time, including, without limitation, quarterly balance sheets and income statements and copies of any
other documentation provided to the taxing authorities relating to the Franchised Restaurants, as the case may be.


 


“Parent”
has the meaning set out in clause 18.2(d).


 


“Party”
and “Parties” has the meaning set out in the preamble above.


  






    12


     


    

 


CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


  


“Payment
Restriction” has the meaning set out in clause 22.4.


 


“Permitted
Closure Restaurant” has the meaning set out in clause 6.7.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Authority,
statutory organization or other entity.


 


“Polling
Information” means information or data about Franchised Restaurants that is transmitted to or from a POS System or other system
operated by Master Franchisee, a Franchisee or their respective agents into a computer or system operated by THRI or its agents in the
manner and format prescribed by THRI from time to time. For the avoidance of doubt, Polling Information includes, without limitation,
daily sales, daily transaction level data, sales per visit and products and combinations of products sold, otherwise known as product
mix data or “PMIX” and inventory data.


 


“POS System”
means a point of sale computerized system approved by THRI and/or an Affiliate of THRI in its sole discretion, after consultation with
Master Franchisee, for use in the Territory consisting of electronic hardware and software technology (including hardware and software
updates approved and prescribed by THRI and/or its Affiliates after consultation with Master Franchisee), which captures, records and
transmits sales, taxes on sales, number, date and time of transactions, products and combinations of products sold and employees using
the system and such other related information as may be required by THRI from time to time, in its sole discretion.


 


“PRC”
means the People’s Republic of China.


 


“PRC
Company Franchise Agreement” means the Company Franchise Agreement, dated as of the Original Commencement Date and amended
and restated on the A&R Effective Date, by and among THRI, as franchisor, Master Franchisee, as parent, and TH Shanghai, as franchisee,
pursuant to which, among other things, THRI has granted TH Shanghai a license to use the Tim Hortons Marks in connection with the operation
of Direct-Owned Restaurants in Mainland China.


 


“Pre-Opening
Services” has the meaning set out in clause 15.4.


 


“Prior
Agreements” has the meaning set out in clause 18.6.


 


“Product
Approval Notice” has the meaning set out in clause 10.3.1.


 


“Product
Specifications” means (a) all written processes, procedures and requirements of THRI and/or its Affiliates as they relate
to the design, development and manufacture of Approved Products, as they may be amended by THRI and/or its Affiliates from time to time
in their sole discretion; and (b) all product descriptions, as may be amended by THRI and/or its Affiliates from time to time in
their sole discretion (e.g., commodity type, raw materials and ingredient listing, finished product standards, product formulation, processing
control points, packaging, labelling and nutritional information, if applicable).


 



“Product
Supplier Documents” has the meaning set out in clause 10.3.1.


 


“Prohibited
Person” means a Person (a) for whom evidence exists that such Person has been blacklisted
or identified as a defaulting entity or its equivalent by any Authority, (b) that has engaged in prior or current criminal activity
which would (or would reasonably be expected to) rise to the level of an offense punishable by imprisonment, (c) for whom evidence
exists of moral turpitude or reputational issues, or (d) that has been accused by a competent regulator, voluntarily disclosed or
admitted to, or has otherwise been found by a court of competent jurisdiction to have violated, attempted to violate, aided or abetted
another party to violate, or conspired to violate, any of the Anti-Corruption Laws.



  






    13


     


    

 


CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


  


“Proprietary
Product Non-Supply Event” has the meaning set out in clause 10.1.4.


 


“Proprietary
Products” means those products identified in writing as proprietary from time to time by THRI and/or its Affiliates to Master
Franchisee.


 


“Qualified
Expenditures” means those expenditures that may be paid out of the Advertising Fund, as more particularly described in the
Global Marketing Policy.


 


“Quick
Service Restaurant” means any restaurant that does not offer table service as its principal method of ordering or food delivery.


 


“RBI”
means Restaurant Brands International Inc., a public company incorporated under the laws of Canada, and the indirect parent company of
THRI.


 


“Renewal
Fee” means the sum of [****] to be paid by Master Franchisee to THRI upon renewal of a Unit Addendum or a Franchise Agreement
for a twenty (20) year term (which amount will be prorated if the term of the applicable Renewal
Unit Addendum or Franchise Agreement renewal is less than twenty (20) years).


 


“Replacement
Restaurant” has the meaning set out in clause 8.6.


 


“Required
Currency” has the meaning set out in clause 22.1.


 


“Required
Country” has the meaning set out in clause 22.1.


 


“Reserve
Account” has the meaning set out in clause 22.4.


 


“Restaurant
Management” means restaurant managers, assistant managers and shift supervisors in respect of a Tim Hortons Restaurant.


 


“Retail
Products” has the meaning set out in Schedule 1A.


 


“Retail
Right” has the meaning set out in Schedule 1A.


 


“Retail
Right Term” has the meaning set out in Schedule 1A.


 


“RMB”
means the lawful currency of the PRC.


 



“Royalty”
or “Royalty Fee” means the non-refundable amounts payable by Master Franchisee to THRI or its designee pursuant to
clauses 8.7 and 9.5.


 


“Sales
Report” means the monthly overview of sales provided by Franchisees with respect to each of their Franchised Restaurants pursuant
to their respective Franchise Agreements.



 






    14


     


    

 


CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


  


“Sell-Off
Period” has the meaning set out in Schedule 1A.


 


“Services”
means the services to be provided by Master Franchisee to Direct-Owned Restaurants and Franchised Restaurants in accordance with this
Agreement, in each case including Advertising Services, Marketing Services, Training Services, Monitoring Services, Development Services,
Opening Supervision Services and Pre-Opening Services.


 


“Shortfall
Year” has the meaning set out in clause 6.8.


 


“Site Approval”
has the meaning set out in clause 7.2.


 


“Site Information”
has the meaning set out in clause 7.3.1.


 


“SPAC
Transaction” means (a) the merger of Miami Swan Ltd. into Silver Crest Acquisition Corp. with
Silver Crest Acquisition Corp. continuing as the surviving company (the “First Merger”), (b) following the First
Merger, the merger of Silver Crest Acquisition Corp. into Tims China with Tims China continuing as the surviving company, (the “Second
Merger”), and (c) following the Second Merger, the listing of the ordinary shares of Tims China on Nasdaq.


 


“Standards”
means the standards, including the operating standards established from time to time by THRI and/or its Affiliates as to quality of service,
cleanliness, health and sanitation, requirements, specifications and procedures for Tim Hortons Restaurants issued, directed and amended
by THRI and/or its Affiliates from time to time, in their sole discretion, including those contained from time to time in the Confidential
Operating Manual (and such superseding or additional documents as may be issued by THRI and/or its Affiliates from time to time).


 


“Substitute
Master Franchisee” has the meaning set out in clause 22.4.


 


“Survey
Program” has the meaning set out in clause 11.2.4.


 


“Surviving
Provisions” means the provisions of this Agreement that shall survive an MDA Termination Event. The Surviving Provisions are
the following: clause 1.1 (Definitions); clause 1.2 (Construction); clause 2 (Master Franchisee), except for clause 2.2; clause 4.1.2,
but only with respect to the Prior Agreements, it being understood that the reference to “Franchise Agreements” in such clause
shall refer to “Prior Agreements" and that no right to license Franchisees to develop, establish, own and operate any Franchised
Restaurants after the Termination Date shall be conferred on Master Franchisee pursuant hereto; clause 9.2.5 through clause 9.3.3 (inclusive),
clause 9.5 through clause 9.10 (inclusive) and clause 9.12, it being understood that all references in such clauses to “Franchise
Agreements” shall refer to “Prior Agreements”; clause 12 (Tim Hortons Marks and Tim Hortons Domain Names); clause 13
(Tim Hortons Intellectual Property Rights); clause 14 (Competition); clause 18.4, 18.6, 18.7 and 18.8; clause 19 (Confidentiality); clause
20 (Indemnification and Insurance); clause 22 (Currency, Exchange Control and Taxation); clause 23 (Audit Rights); clause 24 (Severability);
clause 26 (Notices); clause 27 (Non-Waiver); clause 28 (Relationship of Parties); clause 29 (Governing Law & Jurisdiction; Language);
clause 30 (No Third Party Enforcement Rights); clause 31 (Survival); clause 32 (Parties to This Agreement All Legally Advised); and clause
33 (Interest).


 






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CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


“Targets”
means, collectively, the Cumulative Opening Targets, Annual Opening Targets and Extension Period Targets (if applicable).


 


“Tax Authority”
means any Authority having or purporting to have power to impose, administer or collect any tax.


 


“Tax Credit”
has the meaning set out in clause 22.8.


 


“Temporary
Supplier” has the meaning set out in clause 10.1.4.


 


“Term”
has the meaning set out in clause 5.1.


 


“Termination
Date” has the meaning set out in clause 18.4.


 


“Termination
Notice” has the meaning set out in clause 18.3.1.


 


“Termination
Period” has the meaning set out in clause 18.3.


 


“Territory”
means the de jure boundaries of the PRC (as depicted in the map attached as Schedule 2), which for the purposes of this Agreement
excludes Taiwan, but includes the Special Administrative Regions of Hong Kong and Macau.


 


“Territory
Development Agreements” has the meaning set out in clause 4.1.4.


 


“TH APAC”
means Tim Hortons Asia Pacific Pte. Ltd., a company organized under the laws of Singapore and an Affiliate of THRI.


 


“THRI”
means the Party designated in the preamble above as THRI, its successors and assigns.


 


“THRI Designee”
has the meaning set out in clause 4B.


 


“THRI Indemnified
Parties” means THRI, its Affiliates and their respective directors, officers, employees, shareholders, advisors and agents.


 


“TH Shanghai”
means Tim Hortons (Shanghai) Food and Beverage Management Co., Ltd., a company organized under the laws of the People’s Republic
of China and having a principal place of business at Shui On Plaza, No 333 Central Huai Hai Road, Room A23, 12/F, Shanghai, China, 200021.


 


“Tim Hortons
Advertising Materials” means all advertising, marketing, promotional, and public relations materials used to advertise or promote
Tim Hortons Restaurants, including video, audio, print, mobile, digital, and electronic advertisements, pamphlets, brochures, collateral
materials, merchandising and in-restaurant point of purchase materials, and internet materials (including websites), created, developed
or obtained by Master Franchisee in connection with the provision of the Services during the Term.


 


“Tim Hortons
Core Marks” means TIM HORTONS and TIM HORTONS Script Design (B&W).


 






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CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


  


“Tim Hortons
Curriculum” means those training manuals, lesson plans and other guidelines, in hard copy or electronic format, including online
training materials, in relation to the provision of Training Services which have been developed or approved by THRI and/or its Affiliates
and made available in writing to Master Franchisee from time to time.


 


“Tim Hortons
Domain Names” means all internet or global computing network addresses or locations, including all top-level domains (and the
goodwill associated therewith) used to advertise or promote Tim Hortons Restaurants, including domain names developed, acquired or used
by Master Franchisee in connection with the operation of the Restaurants and the provision of the Services during the Term.


 


“Tim Hortons
Global Initiatives” means global, regional and other advertising, promotional, marketing and research initiatives intended
for the benefit of the Tim Hortons System, as determined by THRI and its Affiliates, from time to time in their sole discretion.


 


“Tim Hortons
Master GTCs” means the Master General Terms and Conditions of Supply for THRI governing the supply of Approved Products to
the Tim Hortons System in the Territory as determined by THRI and/or its Affiliates from time to time in their sole discretion. All Approved
Suppliers shall accept the Tim Hortons Master GTCs.


 


“Tim
Hortons Intellectual Property Rights” means all industrial and intellectual property rights subsisting (but excluding any industrial
and intellectual property rights that may be owned by third parties) in the Tim Hortons System, Tim Hortons Curriculum, Tim Hortons Advertising
Materials, Tim Hortons Packaging Materials, and any other material or information provided to Master Franchisee or any Franchisee under
this Agreement, the Company Franchise Agreement, any Franchise Agreement or any other agreement (excluding the Tim Hortons Marks and
Tim Hortons Domain Names). For purposes of this Agreement, the Tim Hortons Intellectual Property
Rights shall also include social media accounts (including Facebook, Twitter, Google, Pinterest, Instagram and YouTube) and other
digital assets currently administered by Master Franchisee as of the Original Commencement Date and those which may be administered by
Master Franchisee on and after the Original Commencement Date and (to the extent permitted by applicable Law), all User Data.


 


“Tim Hortons
Logo” means the principal logo used by THRI and/or its Affiliates from time to time in respect of the Tim Hortons System.


 


"Tim Hortons
Marks" means the worldwide trademarks, service marks, trade names, trade dress, logos (including, but not limited to, the Tim
Hortons Logo), slogans, designs and other commercial symbols and source-identifying indicia (and the goodwill associated therewith) used
in the operation of the Restaurants and the Tim Hortons System, whether registered, applied for or unregistered.


 


“Tim Hortons
QA Program” means all written quality assurance processes, testing procedures and other requirements of THRI and/or its Affiliates
relating to the design, manufacture and/or distribution of Approved Products in the Tim Hortons System, including, but not limited to,
the Product Specifications and all documents and procedures referenced or incorporated therein, as any and/all of the same shall be amended
from time to time by THRI and/or its Affiliates in its and/or their sole discretion.


 






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CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


  


“Tim
Hortons Packaging Materials” means and includes all tags, labels, cartons, bags, containers,
wrapping, and other materials used in the Restaurants, including, but not limited to packaging materials developed, acquired or used
by Master Franchisee in connection with the operation of the Restaurants and the provision of the Services during the Term.


 


“Tim Hortons
Restaurants” and “Restaurants” means restaurants operating under the Tim Hortons System and utilizing the
Tim Hortons Marks in a format approved by THRI and/or its Affiliates, in their sole discretion. A Tims Go will constitute a Tim Hortons
Restaurant or Restaurant for all purposes hereunder. A “Tim Hortons Restaurant” or “Restaurant”
means any of them. Tim Hortons Restaurants include Direct-Owned Restaurants and Franchised Restaurants.


 


“Tim Hortons
System” means the unique restaurant format and operating system developed or owned by THRI and/or its Affiliates for the development
and operation of Quick Service Restaurants, and to which THRI has the right to license in the Territory, including proprietary designs
and colour schemes for restaurant buildings, equipment, layout and décor, proprietary menu and food preparation and service formats,
uniform product and quality specifications, training programs, restaurant operations manuals, bookkeeping and report formats, marketing
and advertising formats, promotional marketing items and procedures for inventory and management control, and also includes the Current
Image and Tim Hortons Marks, Tim Hortons Domain Names, Tim Hortons Intellectual Property Rights, Tim Hortons Logo and all Confidential
Information, other proprietary information, copyrights and other intellectual property rights relating to the system, and any modifications,
amendments, improvements and/or other changes THRI and/or any of its Affiliates may make to the system from time to time, in their sole
discretion.


 


“Tims China”
has the meaning set forth in the preamble to this Agreement.


 


“Tims China
Board” has the meaning set out in clause 4B.


 


“Tims China
Debt” has the meaning set out in clause 4A.


 


“Tims China
Group” means Tims China, together with all subsidiaries of Tims China and all entities Controlled by Tims China. A “Tims
China Group Company” shall mean any of them.


 


“Tims Go”
means a Restaurant format situated in a unit which is either (a) a small (less than 80 sqm), open-fronted hut or cubicle or (b) an
open-fronted hut or cubicle situated in a location with restrictions on building a full kitchen, in each case, from which beverage-focused
Approved Products are sold and meeting such minimum criteria as determined by THRI and/or its Affiliates, in its sole discretion, for
the Territory from time to time.


 


“Training
Services” has the meaning set out in clause 15.1.


 


“Transaction”
has the meaning set out in the Recitals.


 


“Transaction
Agreements” means this Agreement, the HK Company Franchise Agreement, the PRC Company Franchise Agreement, each Unit Addendum
and any other written agreement between the Parties entered into in connection with the Transaction.


 






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CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


  


“Transfer”
and “Transferred” have the meaning set out in clause 21.1.


 


“Transition
Period” has the meaning set out in clause 18.7.


 


“Unit Addendum”
means Schedule B to the Company Franchise Agreement, which will identify the location of a Direct-Owned Restaurant, and any Renewal Unit
Addendum (as defined in the Company Franchise Agreement) with respect thereto.


 


“Unit
Addendum Term” has the meaning set out in clause 8.4.


 


[****]


 


“Unregistered
Marks” has the meaning set out in clause 12.1.4.


 


“US$”
means United States Dollars.


 


“User Data”
means all log-in information and personal data of all users/fans/followers of the Tim Hortons Intellectual Property Rights.


 


“VAT”
means the value added tax payable under applicable Law of the Territory.


 


		1.2	Construction



 


		(a)	Capitalized terms
                                            used herein, which are not defined in this Agreement but are defined in the Company Franchise
                                            Agreement shall have the same meaning as in the Company Franchise Agreement unless the context
                                            otherwise requires.



 


		(b)	In this Agreement,
                                            unless otherwise specified (i) singular words include the plural and plural words include
                                            the singular; (ii) words importing any gender include the other gender; (iii) references
                                            to any Law include all applicable rules, regulations and orders adopted or made thereunder
                                            and all statutes or other laws amending, consolidating or replacing the statute or law referred
                                            to; (iv) references to any agreement or other document, including this Agreement, include
                                            all subsequent amendments, modifications or supplements to such agreement or document made
                                            in accordance with the terms hereof and thereof; (v) references to clauses, Exhibits
                                            and Schedules are to the clauses, Exhibits and Schedules of this Agreement, unless the context
                                            otherwise requires; (vi) numberings and headings of clauses, Exhibits and Schedules
                                            are inserted as a matter of convenience and shall not affect the construction of this Agreement;
                                            (vii) the term “including” as used herein means “including but not
                                            limited to”; and (viii) all Exhibits and Schedules to this Agreement are incorporated
                                            herein by this reference thereto as if fully set forth herein, and all references herein
                                            to this Agreement shall be deemed to include all such incorporated Exhibits and Schedules.



 


		(c)	In all cases
                                            where Master Franchisee is required to obtain THRI’s prior consent, authorization or
                                            approval, such consent, authorization or approval shall be granted or withheld in the sole
                                            and absolute discretion of THRI, unless otherwise indicated, and any such consent, authorization
                                            or approval must be in a writing signed by a duly authorized officer of THRI.



 


		(d)	References to
                                            a Party shall include such Party’s permitted successors and assigns.



 


		(e)	Reference to
                                            any specific standard, policy, procedure, form, agreement or process of THRI and/or any of
                                            its Affiliates includes a reference to any policy, procedure, form, agreement or process
                                            described by any other name which has been issued by THRI and/or any of its Affiliates in
                                            substitution thereof or with substantially similar effect.



 






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CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


  


		(f)	The
                                            headings as to contents of particular clauses are inserted only for convenience and reference
                                            and are in no way to be construed as part of this Agreement or as a limitation on the scope
                                            of any of the terms or provisions of this Agreement.



 


		(g)	A writing includes
                                            any mode of representing or reproducing words in tangible and permanently visible forms,
                                            and includes electronic mail.



 


		(h)	In the event
                                            that any Day on which a payment is due from Master Franchisee under this Agreement falls
                                            on a day other than a Business Day, then Master Franchisee shall make such payment on the
                                            prior Business Day.



 


		(i)	References to
                                            Master Franchisee, including the references in clause 8 and clause 22, shall be deemed, where
                                            appropriate, to include the Approved Subsidiaries, and references to the development, establishment,
                                            ownership, operation and/or closure of Direct-Owned Restaurants by Master Franchisee shall
                                            be deemed, where appropriate, to include the development, establishment, ownership, operation
                                            and/or closure of such Restaurants by Approved Subsidiaries; provided, however,
                                            that Master Franchisee and any such Approved Subsidiary shall have executed a Joinder Agreement
                                            and delivered such executed Joinder Agreement to THRI in accordance with the terms of this
                                            Agreement and the Company Franchise Agreement.



 


1A ACKNOWLEDGEMENT
AND RELEASE


 


All claims
of the Master Franchisee that may arise out of, in connection with or resulting from the COVID-19 / Coronavirus pandemic shall be deemed
fully and finally resolved as of the A&R Effective Date. Tims China and Master Franchisee, together with their respective successors,
predecessors, assigns, officers, directors, employees, parent company, affiliates, subsidiaries and agents, past and present (collectively,
the “MF Parties”), hereby release, acquit and discharge each of the THRI Indemnified Parties from and against all
claims, actions, causes of action, demands, damages, costs, suits, debts, covenants, controversies, and any other liabilities whatsoever,
whether known or unknown, liquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal or equitable, which the MF Parties
have ever had, now have, can, shall or may have, against any or all of the THRI Indemnified Parties arising out of, pertaining to or
in connection with any matter whatsoever (whether arising by law, contract, in equity or otherwise) prior to the A&R Effective Date,
including, without limitation, the Original Agreement, the HK Company Franchise Agreement, the PRC Company Franchise Agreement and/or
the operation of the Restaurants.


  


1B EFFECTIVENESS
OF CERTAIN PROVISIONS


 


Clauses
4A, 4B, 23.3, 23.4, 23.5 and 23A shall come into effect concurrently with consummation of the SPAC Transaction.


 






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CERTAIN PORTIONS OF THE EXHIBIT THAT
ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO
ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.





 


2            MASTER
FRANCHISEE


 


		2.1	Upon THRI’s
                                            request, Master Franchisee shall, at Master Franchisee’s expense, within ten (10) Business
                                            Days following receipt of the request, furnish THRI with certified copies of any amendments
                                            to, or restatements of, articles of incorporation, bylaws and other governing documents of
                                            Master Franchisee.



 


		2.2	Master Franchisee
                                            shall at all times during the Term, at its sole cost and expense, maintain a business office
                                            and premises within the Territory. The business office and premises will be located so as
                                            to permit Master Franchisee to adequately (i) sell franchises for Tim Hortons Restaurants
                                            within the Territory, (ii) supervise and promote Tim Hortons Restaurants within the
                                            Territory, and (iii) provide the Services to Direct-Owned Restaurants and Franchised
                                            Restaurants in accordance with this Agreement. For the avoidance of doubt, Master Franchisee
                                            may not solicit Franchisees for business of any kind except as approved by THRI in writing
                                            in its sole discretion.



 


		2.3	THRI
                                            hereby engages Master Franchisee to provide the Services in the Territory in accordance with
                                            this Agreement, and Master Franchisee hereby accepts such engagement. Master Franchisee will
                                            at all times provide the Services in compliance with this Agreement and the Franchise Agreements
                                            to ensure that the Standards shall be complied with and maintained, and Master Franchisee
                                            understands and acknowledges that the foundation of the Tim Hortons System is the adherence
                                            to the Standards by Franchisees, including Master Franchisee, and provides the basis for
                                            the valuable good will and wide acceptance of the Tim Hortons System.



 


		2.4	Master
                                            Franchisee shall secure and maintain in force in all material respects all licenses, permits
                                            and certificates relating to the operation of the Direct-Owned Restaurants, pay promptly
                                            or ensure payment of all material taxes and assessments when due and operate or ensure operation
                                            of the Direct-Owned Restaurants in compliance with all applicable Laws in all material respects,
                                            including those relating to occupational hazards, health, workers’ compensation insurance,
                                            unemployment insurance, payment of taxes owed to any Authority, and the Anti-Corruption Laws.
                                            If applicable, Master Franchisee agrees that it shall register for VAT with the applicable
                                            Authority and stay registered for VAT and require that Franchisees register for VAT with
                                            the applicable Authority and stay registered for VAT.



 


		2.5	Master
                                            Franchisee shall use commercially reasonable efforts to procure that all Franchisees shall
                                            secure and maintain in force all required licenses, registrations, approvals, permits and
                                            certificates relating to the operation of the Franchised Restaurants. Further, Master Franchisee
                                            shall use commercially reasonable efforts to procure that all Franchisees, (a) pay promptly
                                            or ensure payment of all taxes and assessments when due, retain proof of such payment for
                                            review by THRI, and (b) ensure operation of the Franchised Restaurants in full compliance
                                            with all applicable Law, including those relating to occupational hazards, health, workers’
                                            compensation insurance, payment of taxes owed to any Authority, and/or Anti-Corruption Laws.
                                            Master Franchisee shall require Franchisees to register for all applicable taxes with the
                                            applicable Authority and stay registered for such taxes. Master Franchisee shall provide
                                            THRI with evidence of such tax registrations upon THRI’s request.



 


		2.6	Master
                                            Franchisee shall notify THRI in writing as soon as Master Franchisee learns of the commencement
                                            of any action, proceeding or suit, or the issuance of any order, writ, injunction, award
                                            or decree of any court, agency or other Authority, that might have a material adverse effect
                                            on the operation or financial condition of the Tim Hortons System in the Territory.



 






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IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF
REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		2.7	Prior to entering
                                            into the first Franchise Agreement with a Franchisee in the Territory, Master Franchisee
                                            shall complete the commercial franchise filing with MOFCOM required for Master Franchisee
                                            to be a duly qualified and filed franchisor in the PRC and shall submit such first Franchise
                                            Agreement to MOFCOM within the time period specified by applicable Law. Thereafter, Master
                                            Franchisee shall comply with all applicable Laws necessary for the maintenance of its status
                                            as a duly qualified and filed franchisor in the PRC, including the timely submission of the
                                            annual reporting form through the Filing System of Commercial Franchises of MOFCOM. In addition,
                                            Master Franchisee shall comply with all franchising codes and any other Law applicable to
                                            the offering and sale of franchises in effect in the Territory as well as any and all other
                                            applicable Law (including personal data legislation). Master Franchisee shall ensure that
                                            all necessary consents are obtained to process personal data as contemplated under this Agreement
                                            in connection with the operations of Master Franchisee and its Affiliates. Under no circumstances
                                            will THRI or any of its Affiliates be liable for any act, omission, debt or other obligation
                                            of Master Franchisee or Affiliates thereof or any Franchisee or any Affiliates thereof.



 


		2.8	Master
                                            Franchisee (a) has conducted such due diligence and investigation as it desires; (b) recognizes
                                            that the business venture described in this Agreement involves business and commercial risks;
                                            and (c) acknowledges that the success of such business venture is dependent upon Master
                                            Franchisee’s performance of its obligations hereunder. THRI EXPRESSLY DISCLAIMS THE
                                            MAKING OF, AND MASTER FRANCHISEE ACKNOWLEDGES THAT IT HAS NOT RECEIVED OR RELIED UPON, ANY
                                            REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE POTENTIAL PERFORMANCE OR VIABILITY
                                            OF THE BUSINESS VENTURE CONTEMPLATED BY THIS AGREEMENT.



 


		2.9	Master Franchisee
                                            acknowledges that it has received, read and understands this Agreement and the documents
                                            referred to herein and the Schedules and Exhibits to this Agreement. All such Schedules and
                                            Exhibits are deemed part of this Agreement. Master Franchisee also acknowledges that it has
                                            had ample time and opportunity to consult with its advisors concerning the potential benefits
                                            and risks of entering into this Agreement.



 


		2.10	Master
                                            Franchisee may not, and will procure that its Affiliates will not, include any of the following
                                            words/expressions in its name without the prior written consent of THRI or its Affiliates:
                                            the initials “RBI”, the words “Restaurant Brands”, “Restaurant
                                            Brands International”, “Tim Hortons”, “Tims”, “Timmies”
                                            or anything similar to or resembling the same in appearance, sound, or in any other way.
                                            Notwithstanding the foregoing, THRI hereby consents to the use of the letters “TH”
                                            in the name of Master Franchisee.



 


		2.11	Master Franchisee
                                            hereby represents and warrants to THRI that this Agreement constitutes a valid and binding
                                            obligation of Master Franchisee, enforceable against it in accordance with the terms hereof.
                                            Master Franchisee further represents and warrants that neither the execution of this Agreement
                                            nor the performance by it of its obligations hereunder violate any provision of any applicable
                                            Law or results in a material breach or material default under any indenture, contract, commitment
                                            or restriction to which Master Franchisee or any of its Affiliates is a party or by which
                                            Master Franchisee or any of its Affiliates is bound. Master Franchisee further represents
                                            and warrants that no consent, approval, filing or authorization from any Authority is necessary
                                            or shall be obtained for the signature and performance by Master Franchisee of this Agreement,
                                            except as would not, or would not reasonably be expected to, individually or in the aggregate,
                                            materially impair or delay Master Franchisee’s ability to perform its obligations hereunder.



 






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THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


3            THRI


 


		3.1	THRI hereby represents and warrants that:



 


		(a)	it has the
                                            exclusive right to use the Tim Hortons System and the Tim Hortons Marks for the development
                                            and operation of quick service restaurants known as Tim Hortons Restaurants and to franchise
                                            such rights to Master Franchisee in the Territory;



 


		(b)	this Agreement
                                            constitutes a valid and binding obligation of THRI, enforceable against it in accordance
                                            with the terms hereof. No consent, approval, filing or authorization from any Authority is
                                            necessary or shall be obtained for the signature and performance by THRI of this Agreement,
                                            except as would not, or would not reasonably be expected to, individually or in the aggregate,
                                            materially impair or delay the ability of it to perform its obligations hereunder; and



 


		(c)	other than
                                            entering into this Agreement and registering the Tim Hortons Marks and prosecuting oppositions
                                            to the Tim Hortons Marks in the Territory, it has not conducted any business in the Territory.



 


		3.2	THRI will comply
                                            with all applicable Laws necessary for the maintenance of its status as a duly qualified
                                            and filed franchisor in the PRC, including the timely submission of the annual reporting
                                            form through the Filing System of Commercial Franchises of MOFCOM.



 


4            GRANT


 


		4.1	THRI hereby grants
                                            to Master Franchisee the exclusive right, subject to the limitations set out in this Agreement,
                                            and Master Franchisee hereby accepts the obligation, pursuant to the terms and conditions
                                            of this Agreement to (together, the “Development Rights”):



 


		4.1.1	Develop,
                                            establish, own and operate Direct-Owned Restaurants in the Territory, subject to the terms
                                            of this Agreement and the Company Franchise Agreement;



 


		4.1.2	License to
                                            Franchisees the right to develop, establish, own and operate Franchised Restaurants in the
                                            Territory (which license does not include the right to license Franchisees to grant sublicenses
                                            for Restaurants in the Territory), subject to the terms of this Agreement and the Franchise
                                            Agreements;



 


		4.1.3	Use and permit
                                            Franchisees to use (subject to the terms of this Agreement, the Company Franchise Agreement
                                            and the Franchise Agreements) the Tim Hortons Marks and the Tim Hortons System in its capacity
                                            as Master Franchisee or Franchisee in the Territory, as the case may be, in order to engage
                                            in the activities described above; and



 






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THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
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		4.1.4	Enter into
                                            exclusive or non-exclusive development agreements with Franchisees in the Territory (the
                                            “Territory Development Agreements”), provided that such Territory Development
                                            Agreements provide for their termination in accordance with clause 18.4.4 upon the occurrence
                                            of an MDA Termination Event and provided further that no Territory Development Agreement
                                            shall provide for the grant of any rights that are inconsistent with the terms and conditions
                                            of this Agreement.



 


		4.2	For purposes
                                            of this Agreement and the grant of the Development Rights, operations at a Tim Hortons Restaurant
                                            include dine-in, take-out, delivery and catering from a Tim Hortons Restaurant, provided
                                            that, in the case of delivery and catering, THRI has approved the Delivery Requirements in
                                            its sole discretion. Accordingly, subject to the provisions of clause 4.7, Master Franchisee
                                            and its Franchisees will have the right to conduct delivery and catering operations and services
                                            at or from each Tim Hortons Restaurants during the Term of this Agreement, the Company Franchise
                                            Agreement, or any Franchise Agreement, as applicable.



 


		4.3	Upon formation
                                            of a new Approved Subsidiary, Master Franchisee and the Approved Subsidiary will execute
                                            the Joinder Agreement and deliver a copy of such agreement to THRI. Prior to the opening
                                            of each Direct-Owned Restaurant, Master Franchisee or the applicable Approved Subsidiary
                                            will execute and deliver to THRI a Unit Addendum for such Direct-Owned Restaurant.



 


		4.4	THRI, on behalf
                                            of itself, its Affiliates and its designees, reserves all rights not expressly granted to
                                            Master Franchisee under this Agreement, and Master Franchisee hereby accepts and acknowledges
                                            such reserved rights of THRI, its Affiliates and designees. Accordingly, except as described
                                            below, nothing in this Agreement or at Law shall prevent THRI, its Affiliates, designees
                                            and licensees or any other Person from one or all of the following: (a) operating or
                                            granting to any Person a franchise or license to operate Tim Hortons Restaurants outside
                                            the Territory, (b) operating or granting to any Person a franchise or license to operate,
                                            in or outside the Territory, a restaurant business using one or more of the other brands
                                            and franchise systems or trademarks now or hereafter owned or licensed by THRI or any Affiliate
                                            of THRI (the “Other Brands”), regardless of whether such business is in
                                            competition with the Tim Hortons System or its menu items or located in close proximity to
                                            any Restaurant; or (c) subject to clause 4.6, distributing, selling or offering or granting
                                            to any Person the right to distribute, sell or offer, in the Territory, menu or other items
                                            or services which are the same as or similar to Tim Hortons menu items, using the Tim Hortons
                                            System and the Tim Hortons Marks through Other Distribution Channels, whether located in
                                            close proximity to any Restaurant or otherwise, of a temporary or permanent nature; provided,
                                            however, that such distribution, sale or offering through Other Distribution Channels shall
                                            not include the distribution, sale or offering of such item by means of sales or distribution
                                            at a Tim Hortons Restaurant or by catering or delivery from a Tim Hortons Restaurant anywhere
                                            in the Territory, which the Parties acknowledge and agree are reserved to Master Franchisee
                                            and its Franchisees, subject to clause 4.7.



 






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ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO
ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		4.5	The Development
                                            Rights will not apply with respect to THRI’s global and regional operation and promotion
                                            of the Tim Hortons System, including (a) any global and/or regional activities of THRI
                                            and/or its Affiliates such as global and/or regional marketing and promotional campaigns,
                                            public relations or other activities of THRI and/or its Affiliates relating to the Tim Hortons
                                            System globally and/or regionally; or (b) any global and/or regional Internet-related
                                            activity of THRI and/or its Affiliates or global and/or regional internet activities of a
                                            third party authorized by THRI (collectively, the “Exclusivity Exclusions”).
                                            Master Franchisee acknowledges and agrees that in connection with the Exclusivity Exclusions
                                            set forth above, THRI may authorize third party vendors, contractors, suppliers and promotional
                                            parties to use elements of the Tim Hortons System, including the Tim Hortons Marks, Tim Hortons
                                            Domain Names and Tim Hortons Intellectual Property Rights, in connection with the global
                                            and/or regional activities of THRI and/or its Affiliates and that such use may include the
                                            Territory. Nothing herein shall prevent THRI from appropriately responding to any consumer,
                                            governmental body, regulatory body and/or other matters relating to the Tim Hortons System
                                            in the Territory where THRI is required to do so by Law and/or to otherwise appropriately
                                            manage THRI’s brand reputation. For the avoidance of doubt, use of the term regional
                                            or regionally in this clause 4.4 shall refer to the Asia Pacific region (as defined by THRI
                                            from time to time) of which the Territory is a part but shall not refer exclusively to the
                                            Territory.



 


		4.6	While the Development
                                            Rights are in effect, either Party may wish to distribute, sell or offer Approved Products
                                            in the Territory using the Tim Hortons System and the Tim Hortons Marks through Other Distribution
                                            Channels (each, an “Other Distribution Channel Opportunity”). If either
                                            Party wishes to consider an Other Distribution Channel Opportunity, that Party will first
                                            approach the other Party to discuss the Other Distribution Channel Opportunity by providing
                                            the other Party with a notice in writing (the “Other Distribution Channel Opportunity
                                            Notice”). The other Party will have up to ninety (90) Days to review the Other
                                            Distribution Channel Opportunity Notice and then the Parties will enter into discussions
                                            for a period of up to ninety (90) Days. For the avoidance of doubt, THRI and/or its Affiliates
                                            may approve or disapprove any such request by Master Franchisee to explore an Other Distribution
                                            Channel Opportunity in their sole discretion, and if such request is disapproved, THRI and/or
                                            its Affiliates shall not be obligated to enter into such discussions; provided, however,
                                            that if THRI and/or its Affiliates disapprove such request, THRI will not offer such Other
                                            Distribution Channel Opportunity to any other party or parties (an “Interested Party”)
                                            without first offering it to Master Franchisee pursuant to the terms of this clause 4.6.
                                            If Master Franchisee declines THRI’s request to explore an Other Distribution Channel
                                            Opportunity or if the request is approved by THRI and/or its Affiliates and the Parties fail
                                            to reach an agreement within the ninety (90) Day period, THRI and/or its Affiliates may enter
                                            into the Other Distribution Channel Opportunity on its/their own or with any Interested Party,
                                            provided that (a) such Other Distribution Channel Opportunity is entered into within
                                            one hundred and eighty (180) Days of the date upon which Master Franchisee declined THRI’s
                                            request or the Parties failed to reach agreement, and (b) such Other Distribution Channel
                                            Opportunity entered into with an Interested Party is on terms no more favourable to such
                                            Interested Party than those offered to Master Franchisee.



 


Pursuant
to the above, Master Franchisee requested that THRI approve the Other Distribution Channel Opportunity described in sub-clause (a) of
Schedule 1A and, on March 5, 2021, THRI approved such Other Distribution Channel Opportunity on the terms and conditions set forth
in Schedule 1A.


 


		4.7	Master Franchisee
                                            may at any time request to exercise its right to distribute, sell or offer Approved Products
                                            in the Territory through a Delivery Program. THRI agrees to work with Master Franchisee to
                                            develop the Delivery Requirements for implementing a Delivery Program in the Territory and,
                                            once such Delivery Requirements are approved by THRI, in its sole discretion, Master Franchisee
                                            may sell Approved Products in the Territory through such Delivery Program in compliance with
                                            such Delivery Requirements. Master Franchisee agrees not to implement a Delivery Program
                                            until THRI has approved, in its sole discretion, the Delivery Requirements applicable to
                                            such Delivery Program.



 


		4.8	While the Development
                                            Rights are in effect, THRI will not itself operate, or franchise, license or authorize any
                                            Person other than Master Franchisee to operate, Restaurants in the Territory.



 






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		4.9	The Parties agree
                                            that in the event of conflict or confusion as to the exact boundaries of the Territory, the
                                            description of the boundaries in, and the map attached to, Schedule 2 will prevail.



 


4A           INDEBTEDNESS


 


		4a.1	The members of the Tims China Group
shall be entitled to incur Indebtedness (such borrowing, the “Tims China Debt” provided that (a) immediately
after the incurrence of such Indebtedness, the ratio of Net Debt to LTM EBITDA does not exceed 3.0 to 1.0 except and solely to the extent
approved in writing by THRI, (b) the terms of such Indebtedness are non-recourse to THRI and (c) such Indebtedness is not secured
by a pledge, hypothecation, mortgage or other lien on the Equity Securities of any member of the Tims China Group.



 


		4A.2	The Tims China Group shall use
the proceeds of the Tims China Debt to expand the business of the Tims China Group through the development and operation of new Tim Hortons
Restaurants, to finance the working capital needs of the Tims China Group and for other corporate purposes consistent with such activities.



 


4B          NOMINATION
AND OBSERVER RIGHT


 


		4B.1	For so long
                                            as THRI holds 3,495 ordinary shares (as adjusted, if necessary, to take into account any
                                            share splits, share dividends, share combinations and similar transactions occurring after
                                            consummation of the SPAC Transaction) of Tims China, THRI shall have the right (but not the
                                            obligation) to nominate one (1) individual of its choosing (such individual, the “THRI
                                            Designee”) for election to the board of directors of Tims China (the “Tims
                                            China Board”) at each meeting of the shareholders of Tims China at which directors
                                            are to be elected. The Tims China Board shall, subject to fiduciary duties under applicable
                                            law, cause such THRI Designee to be nominated and recommended for election to the Tims China
                                            Board. Tims China shall take such action as may be necessary or appropriate such that immediately
                                            following the closing of the SPAC Transaction, the Tims China Board includes a THRI Designee
                                            and such THRI Designee is included in the class of directors serving in the term expiring
                                            at the third annual meeting of shareholders of Tims China falling after the closing date
                                            of the SPAC Transaction.



 


		4B.2	Without prejudice
                                            to THRI’s right in clause 4B.1, Tims China will permit a person designated by THRI
                                            to attend all meetings of the Tims China Board or any committee of the Tims China Board as
                                            an observer and the Tims China Board (or the applicable committee) shall furnish to such
                                            observer, at the same time and in the same manner as furnished to the directors of the Tims
                                            China Board or members of any applicable committee, notice of each such meeting, including
                                            such meeting’s time and place and any materials relevant to such meeting.



 






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5            DURATION


 


		5.1	The initial term
                                            of this Agreement shall be for a period of twenty (20) years commencing on the Original Commencement
                                            Date, subject to earlier termination in accordance with the terms of this Agreement (the
                                            “Initial Term”). Master Franchisee shall have the option to extend the
                                            Initial Term for ten (10) years, subject to earlier termination in accordance with the
                                            terms of this Agreement (the “Extension Period”, together with the Initial
                                            Term, the “Term”), provided that:



 


		5.1.1	Master Franchisee
                                            has given THRI and/or its Affiliates written notice of its intention to exercise its option
                                            to extend this Agreement no later than the first Day of Development Year 19 (the “Extension
                                            Notice”);



 


		5.1.2	Master Franchisee
                                            has, as determined on the date of the Extension Notice and the last Day of the Initial Term,
                                            fully complied with the applicable Targets set forth in the Development Schedule;



 


		5.1.3	there has
                                            been no uncured Event of Default during the one (1) year period prior to the date of
                                            the Extension Notice or during the period commencing on the date of the Extension Notice
                                            and ending on the last Day of the Initial Term; and



 


		5.1.4	there has
                                            been no uncured default (for which Master Franchisee received a formal notice of default)
                                            under the Company Franchise Agreement or any Unit Addendum during the one (1) year period
                                            prior to the date of the Extension Notice and during the period commencing on the date of
                                            the Extension Notice and ending on the last Day of the Initial Term.



 


6            DEVELOPMENT
OBLIGATIONS


 


		6.1	Master Franchisee
                                            shall (a) develop and open for business (and keep open to the extent required hereby),
                                            and (b) license Franchisees to develop and open for business (and keep open to the extent
                                            required hereby) a minimum number of new Tim Hortons Restaurants within the Territory in
                                            strict compliance with the Development Schedule, and such new Restaurants may be either Direct-Owned
                                            Restaurants or Franchised Restaurants; provided, however, that for each Development Year,
                                            the aggregate number of Direct-Owned Restaurants shall be at least sixty percent (60%) of
                                            the total number of Tim Hortons Restaurants open and operating in the Territory on a cumulative
                                            basis (rounded up to the nearest whole number), as determined on the last Day of such Development
                                            Year.



 


		6.2	For the avoidance
                                            of doubt, any Franchised Restaurants purchased or otherwise acquired by Master Franchisee
                                            or any of its Affiliates (the “Acquired Restaurants”) shall not be included
                                            for purposes of determining Master Franchisee’s compliance with the Targets set forth
                                            in the Development Schedule.



 


		6.3	All of the Targets
                                            set forth in the Development Schedule are net of closures, without distinction as to the
                                            reason for such closure (expiration, early termination or otherwise), and without distinction
                                            between closures of Direct-Owned Restaurants or Franchised Restaurants.



 






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CERTAIN
PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		6.4	Master Franchisee
                                            may develop Restaurants at a faster rate than as set out in the Development Schedule. Subject
                                            to the paragraph below, any Restaurants developed faster than as provided for in the Development
                                            Schedule shall be included in determining Master Franchisee’s compliance with the Development
                                            Schedule and shall carry forward to be used in calculating the satisfaction of the next Development
                                            Year’s Target.



 


Any Tims
Go opened in any Development Year shall be included for purposes of determining Master Franchisee’s compliance with the Targets
set forth in the Development Schedule; provided that, if the aggregate number of Tims Go opened in a Development Year is more than twenty
percent (20%) of the total number of Tim Hortons Restaurants opened in such Development Year (net of closures) (such test, the “20%
Tims Go Test”), then any Tims Go developed in excess of the 20% Tims Go Test (such Restaurants, the “Excess Tims Go
Restaurants”) shall not be included in determining Master Franchisee’s compliance with the relevant Target for that Development
Year. For the avoidance of doubt, any Tim Hortons Restaurants opened during the Development Cure Period for purposes of achieving the
Target for a Shortfall Year shall not be counted for purposes of the 20% Tim Go Test for the Development Year in which such Tim Hortons
Restaurant actually opened.


 


		6.5	Master Franchisee
                                            will not develop any Restaurant in a Co-Branded Location without the prior written consent
                                            of THRI.



 


		6.6	Except as set
                                            forth in clause 6.7, if Master Franchisee desires to close a Direct-Owned Restaurant prior
                                            to the expiration of the term of the applicable Unit Addendum, Master Franchisee will provide
                                            written notice to THRI at least ninety (90) Days prior to the proposed closure date setting
                                            out the reasons for the closure of the Direct-Owned Restaurant and documentary evidence supporting
                                            any reasons cited in support of closure (the “Early Closure Request”).
                                            THRI may either approve or disapprove an Early Closure Request in its reasonable discretion.
                                            THRI will respond in writing within thirty (30) Days as to whether it approves or disapproves
                                            the Early Closure Request and, if THRI decides, in its reasonable discretion, to disapprove
                                            the Early Closure Request, THRI will specify a reason therefor. If THRI requests further
                                            information or documents in relation to the Early Closure Request, Master Franchisee will
                                            provide such further information or documents to THRI within a reasonable period, and THRI
                                            will render its decision within thirty (30) Days of receipt from Master Franchisee of such
                                            further information or documents. If THRI does not respond to an Early Closure Request within
                                            the thirty (30) Day period, the Early Closure Request shall be deemed to be denied.



 


		6.7	Notwithstanding
                                            the foregoing (but subject to clause 6.3), Master Franchisee may close (a) up to ten
                                            (10) Direct-Owned Restaurants during each Development Year of the Term (each, a “Permitted
                                            Closure Restaurant”), and [****], without THRI’s consent and without penalty
                                            or other payment to THRI, except for amounts due and payable to THRI prior to the closing
                                            date of the Permitted Closure Restaurant [****]. Upon the occurrence of an MDA Termination
                                            Event, Master Franchisee’s right to close Direct-Owned Restaurants in the Territory
                                            pursuant to this clause 6.7 will automatically terminate. Master Franchisee has the sole
                                            discretion to determine which Direct-Owned Restaurants are designated as Permitted Closure
                                            Restaurants [****]. For the avoidance of doubt, if THRI approves the closure of a Direct-Owned
                                            Restaurant pursuant to clause 6.6, such Direct-Owned Restaurant shall not be counted as a
                                            Permitted Closure Restaurant for purposes of this clause 6.7.



  


		6.8	If
                                            Master Franchisee fails to achieve the Target specified in the Development Schedule for any
                                            Development Year commencing with Development Year 3 (a “Development Default”)
                                            on or before the last Day of such Development Year (a “Shortfall Year”),
                                            Master Franchisee will have until the expiration of the Development Cure Period to achieve
                                            the Target for the Shortfall Year. If Master Franchisee fails to achieve the Target for the
                                            Shortfall Year by the expiration of the Development Cure Period, then, in addition to any
                                            other legal rights and remedies available to THRI set out in this Agreement or at Law, THRI
                                            may, in its sole discretion, terminate the Development Rights or terminate this Agreement
                                            in its entirety. THRI will not be required to provide any notice (whether oral or written)
                                            to Master Franchisee of a Development Default or the commencement of the Development Cure
                                            Period. For the avoidance of doubt, if a Restaurant is counted for purposes of determining
                                            Master Franchisee’s compliance with the applicable Annual Opening Target or Extension
                                            Period Target, if applicable, for a Shortfall Year, it will not be counted for purposes of
                                            determining compliance with the applicable Annual Opening Target or Extension Period Target
                                            for the Development Year in which the Restaurant actually opened.



 






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PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		6.9	Notwithstanding
                                            the foregoing, provided that it has complied with all of the provisions of this clause 6,
                                            Master Franchisee shall not be deemed to be in breach of the Development Schedule if its
                                            failure to perform its obligations as set out in the Development Schedule results from any
                                            of the following events, which must have a continuous impact on any of the major metropolitan
                                            areas centered on or around Shanghai, Beijing or Shenzhen for a period of two (2) months
                                            or more, and make it impossible or commercially impracticable to achieve any of the Targets
                                            by the applicable deadlines set forth in the Development Schedule (a “Force Majeure
                                            Event”):



 


		6.9.1	compliance
                                            with any Law, ruling, order, regulation, requirement, instruction of any Authority or governmentally
                                            imposed moratorium that prohibits such performance;



 


		6.9.2	acts of
                                            God, earthquake, blizzard or flood; or



 


		6.9.3	fires,
                                            strikes, actions of labor unions, embargoes, technological disaster, war, riot or terrorist
                                            acts, release of nuclear radiation or bio-toxic or bio-chemical agents.



 


Any delay
in Master Franchisee’s performance of its obligations set out in the Development Schedule resulting from any of these Force Majeure
Events will extend performance or excuse performance, in whole or in part, as reasonably determined by THRI according to the circumstances,
but shall not in any event extend performance by more than one (1) Development Year. Notwithstanding the foregoing, no Force Majeure
Event will relieve or suspend any payment obligation of Master Franchisee, and currency restrictions, fluctuations or devaluations will
not be deemed to be Force Majeure Events.


 


		6.10	Upon the occurrence
                                            of a Force Majeure Event, Master Franchisee shall comply with the following:



 


		6.10.1	it shall
                                            promptly notify THRI in writing of the nature and extent of the Force Majeure Event causing
                                            its failure or delay in performance; and



 


		6.10.2	it shall
                                            use all commercially reasonable efforts to mitigate the effect of the Force Majeure Event
                                            to carry out its obligations under the Development Schedule in any way that is reasonably
                                            practicable and to resume the performance of its obligations as soon as reasonably possible.



 






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PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
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7            DEVELOPMENT
PROCEDURES FOR DIRECT-OWNED RESTAURANTS


 


		7.1	This Agreement
                                            is not a franchise for the operation of Tim Hortons Restaurants. The terms and conditions
                                            applicable to Master Franchisee for the operation of each Direct-Owned Restaurant are set
                                            forth in the Company Franchise Agreement and Unit Addendum for such Direct-Owned Restaurant,
                                            and the terms and conditions applicable to Franchisees for the operation of each Franchised
                                            Restaurant are set forth in the Franchise Agreement for such Franchised Restaurant.



 


		7.2	Until the occurrence
                                            of an MDA Termination Event, Master Franchisee will not be required to obtain THRI’s
                                            prior written approval for the development of any potential site in the Territory (“Site
                                            Approval”). After the occurrence of an MDA Termination Event, Master Franchisee
                                            shall have no further right or entitlement to develop and establish Direct-Owned Restaurants
                                            in the Territory, or to license to Franchisees the right to establish and operate Franchised
                                            Restaurants in the Territory, without first receiving Site Approval from THRI, which THRI
                                            may withhold in its sole discretion. If, after the occurrence of an MDA Termination Event,
                                            Master Franchisee enters into any legally binding commitment with vendors or lessors of a
                                            potential site before THRI has granted Site Approval, then Master Franchisee shall bear the
                                            entire risk of loss or damage resulting from a subsequent decision of THRI not to give Site
                                            Approval.



 


		7.3	The following
                                            requirements relating to site acquisition and construction of Direct-Owned Restaurants shall
                                            apply throughout the Term:



 


		7.3.1	For each
                                            Direct-Owned Restaurant, Master Franchisee shall provide THRI, prior to filing for permit
                                            applications with the relevant Authorities to construct the Direct-Owned Restaurant, with
                                            the following detailed information regarding the proposed site and the market around the
                                            site in a format prescribed by THRI: (i) profit and loss projections for five (5) years,
                                            (ii) capital expense breakdown, (iii) trade area information, including information
                                            regarding customers, (iv) interior and exterior renderings of the proposed site, complete
                                            with signage, (v) aerial maps of the proposed site and pictures of the main access point
                                            for the direction of the traffic flow, if applicable, and (vi) to the extent available,
                                            such other information as THRI may from time to time reasonably request in electronic format
                                            or any other formats prescribed by THRI from time to time (the “Site Information”).



 


		7.3.2	Master Franchisee
                                            shall notify THRI when a Direct-Owned Restaurant is under construction so that THRI can issue
                                            a TH number to identify the Direct-Owned Restaurant.



 


		7.3.3	Master Franchisee
                                            assumes all cost, liability, expense and responsibility in procuring the location, acquisition
                                            and development of sites and the construction of Direct-Owned Restaurants. Master Franchisee
                                            shall provide copies of all documents related to title and possession of each site at THRI’s
                                            request.



 


		7.3.4	All Direct-Owned
                                            Restaurants shall be constructed, equipped and furnished in accordance with plans and specifications
                                            in compliance with Approved Plans and Specifications. These plans and specifications shall
                                            include the architectural design of the building, style, size and interior décor and
                                            colour schemes, internal and external signage as well as the proposed kitchen layout, service
                                            format and equipment. If, and to the extent that, Master Franchisee requires architectural
                                            and engineering services, it will contract for those services independently at its own expense
                                            and obtain all necessary approvals and permissions from the relevant Authority for such purposes.



 






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PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		7.4	Master Franchisee
                                            agrees that THRI is not and shall not be deemed to be making, and no Affiliate of THRI or
                                            any Person on behalf of THRI is or shall be deemed to be making, any representation or warranty
                                            relating directly or indirectly to the success or viability of, or any other matter relating
                                            to, a Direct-Owned Restaurant, and any such representation or warranty is hereby expressly
                                            excluded, including in the event that THRI has granted Site Approval or provided Approved
                                            Plans and Specifications or of any other matter relating to the development of the Direct-Owned
                                            Restaurant. No reliance shall be placed by Master Franchisee or any of its Affiliates on
                                            any warranty, representation or advice that may be given by any Person by or on behalf of
                                            THRI and/or its Affiliates unless such representation, warranty or advice is expressly given
                                            in writing by THRI.



 


		7.5	THRI shall have
                                            the right to require Master Franchisee to use commercially reasonable efforts to have the
                                            landlord of any Direct-Owned Restaurant include any or all of the following provisions in
                                            the lease or purchase agreement, which will:



 


		7.5.1	Allow Master
                                            Franchisee and THRI the right to elect to assign the leasehold interest and the lease contract
                                            to THRI or an Affiliate or a franchisee of THRI and/or Master Franchisee, in each case, without
                                            landlord consent or any increase in rent or change in any other material term; and



 


		7.5.2	in case of
                                            lease of the site, require the lessor to provide THRI with a copy of any notice of deficiency
                                            under the lease sent to Master Franchisee, at the same time as such notice is sent to Master
                                            Franchisee (as the lessee under the lease), and which grants THRI the right (but not the
                                            obligation) to cure any of Master Franchisee’s deficiencies under the lease within
                                            fifteen (15) business Days after the expiration of the period in which Master Franchisee
                                            has to cure any such default, should Master Franchisee fail to do so.



 


8            GRANT
OF FRANCHISE FOR DIRECT-OWNED RESTAURANTS


 


		8.1	Direct-Owned
                                            Restaurants. Upon fulfilment of the following conditions precedent in relation to each
                                            proposed Direct-Owned Restaurant, THRI shall grant Master Franchisee or the relevant Approved
                                            Subsidiary, as applicable, a license to operate the relevant Direct-Owned Restaurant on the
                                            terms set out in the Company Franchise Agreement and Unit Addendum for the relevant Direct-Owned
                                            Restaurant:



 


		8.1.1	completion
                                            of the construction and fitting out of the Direct-Owned Restaurant in accordance with THRI’s
                                            then current Approved Plans and Specifications;



 


		8.1.2	delivery
                                            to THRI of a Notice of Completion at least ten (10) Days prior to the scheduled opening
                                            date of the Direct-Owned Restaurant, which Notice of Completion will identify the operator
                                            of the Direct-Owned Restaurant;



 


		8.1.3	payment to
                                            THRI or its designee of the applicable Direct-Owned Restaurant Unit Fee required in respect
                                            of the Direct-Owned Restaurant to be opened as specified in clause 8.5 below;



 






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PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		8.1.4	Master Franchisee
                                            having provided THRI with a fully executed Joinder Agreement (if the operator of the Direct-Owned
                                            Restaurant is a new Approved Subsidiary) at least thirty (30) Days prior to the scheduled
                                            opening date of the Direct-Owned Restaurant;



 


		8.1.5	Master Franchisee
                                            having provided THRI with at least two (2) original counterparts of the Unit Addendum
                                            for the Direct-Owned Restaurant executed by Master Franchisee or the Approved Subsidiary,
                                            such counterparts to be delivered to THRI at least thirty (30) Days prior to the scheduled
                                            opening date of the Direct-Owned Restaurant;



 


		8.1.6	evidence,
                                            satisfactory to THRI in its sole discretion of compliance in all material respects by Master
                                            Franchisee with the requirements of this Agreement and the Company Franchise Agreement;



 


		8.1.7	evidence
                                            of property control, reasonably satisfactory to THRI, for the Unit Addendum Term (defined
                                            below); and



 


		8.1.8	Master Franchisee
                                            or the Approved Subsidiary having obtained and continuing to hold all relevant approvals,
                                            permits and licenses required by applicable Law to operate the Direct-Owned Restaurant.



 


In addition,
by not later than the later to occur of (i) the first (1st) Business Day of the month following the month in which a Direct-Owned
Restaurant was opened or (ii) five (5) Business Days following the date on which a Direct-Owned Restaurant was opened, Master
Franchisee will provide THRI with a written communication advising of the date that the Direct-Owned Restaurant opened for business,
together with digital photographs of the interior and exterior of the Direct-Owned Restaurant, showing that such Direct-Owned Restaurant
is open and serving guests. Additionally Master Franchisee will comply with all requirements established by THRI from time to time to
evidence the opening of new Direct-Owned Restaurants in the Territory.


 


		8.2	Acquired Restaurants.
                                            Upon the purchase of an Acquired Restaurant by Master Franchisee or an Approved Subsidiary,
                                            THRI, Master Franchisee or the Approved Subsidiary and the applicable Franchisee will enter
                                            into an agreement to terminate the Franchise Agreement for such Acquired Restaurants in a
                                            form to be provided by THRI, and Master Franchisee will provide to THRI at least two (2) original
                                            counterparts of the Unit Addendum for the Acquired Restaurant executed by Master Franchisee
                                            or the Approved Subsidiary, such counterparts to be delivered to THRI on the acquisition
                                            date of the Acquired Restaurant.



 


		8.3	Unit Addendum.
                                            Until the Unit Addendum has been executed and delivered to THRI pursuant to clause 8.1.5
                                            for a particular Direct-Owned Restaurant and the applicable Direct-Owned Restaurant Unit
                                            Fee has been paid, the proposed Direct-Owned Restaurant shall not open for business.



 


		8.4	Unit Addendum
                                            Term. The term of each Unit Addendum will be up to twenty (20) years from the commencement
                                            date of the Unit Addendum (the “Unit Addendum Term”), with a minimum term
                                            of five (5) years (subject to renewal in accordance with clause 2.5 of the Company Franchise
                                            Agreement). The Unit Addendum Term for an Acquired Restaurant will be the remaining term
                                            of the relevant Franchise Agreement for such Acquired Restaurant.



 






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PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		8.5	Direct-Owned
                                            Restaurant Unit Fee. During the Term, Master Franchisee will pay the following fee to
                                            THRI or its designee for the opening of each Direct-Owned Restaurant: [****] for each Direct-Owned
                                            Restaurant opened any time after January 1, 2021 in Development Year 3 and at any time
                                            thereafter (the “Direct-Owned Restaurant Unit Fee”), each for a twenty
                                            (20) year term (which amount will be prorated if the term of the applicable Unit Addendum
                                            is less than twenty (20) years); [****]. The Direct-Owned
                                            Restaurant Unit Fee will be due and payable no later than five (5) Days after receipt
                                            of an invoice from THRI and/or an Affiliate or five (5) Days after the opening of the
                                            Direct-Owned Restaurant, whichever is earlier. Upon the renewal of any Unit Addendum of a
                                            Direct-Owned Restaurant in accordance with the terms of the relevant Company Franchise Agreement,
                                            Master Franchisee will pay the Renewal Fee to THRI or its designee prior to the expiration
                                            of the Unit Addendum for the applicable Direct-Owned Restaurant.



 


		8.6	Direct-Owned
                                            Restaurant Fee Credit. While the Development Rights are in effect, Master Franchisee
                                            will be entitled to receive a credit in the amount of the unused portion of the Direct-Owned
                                            Restaurant Unit Fee paid for a Permitted Closure Restaurant previously operated by Master
                                            Franchisee (the “Direct-Owned Restaurant Fee Credit”). The Direct-Owned
                                            Restaurant Fee Credit will be applied to the applicable Direct-Owned Restaurant Unit Fee
                                            charged in connection with the next Direct-Owned Restaurant opened by Master Franchisee located
                                            in the province, autonomous region or direct-controlled municipality in which the Permitted
                                            Closure Restaurant was located (the “Replacement Restaurant”); provided,
                                            however, that if Master Franchisee fails to open a Direct-Owned Restaurant located
                                            in such province, autonomous region or direct-controlled municipality within a period of
                                            eighteen (18) months after the closure of the Permitted Closure Restaurant, Master Franchisee
                                            will have no right to receive the Direct-Owned Restaurant Fee Credit and, in the event Master
                                            Franchisee opens a Direct-Owned Restaurant located in such province, autonomous region or
                                            direct-controlled municipality after the expiration of the 18-month period, Master Franchisee
                                            will pay the full amount of the applicable Direct-Owned Restaurant Unit Fee in connection
                                            therewith. The Direct-Owned Restaurant Fee Credit will be calculated on a pro rata basis
                                            as follows: the Direct-Owned Restaurant Unit Fee originally paid by Master Franchisee for
                                            the Permitted Closure Restaurant divided by the number of years of the Unit Addendum Term
                                            for the Permitted Closure Restaurant, multiplied by the full period remaining in the term
                                            of the Permitted Closure Restaurant. The result is subtracted from the Direct-Owned Restaurant
                                            Unit Fee (as set forth above) to arrive at the Direct-Owned Restaurant Unit Fee for the Replacement
                                            Restaurant. For the avoidance of doubt, the Direct-Owned Restaurant Fee Credit will not be
                                            available to Master Franchisee after the occurrence of an MDA Termination Event. By way of
                                            illustration only, if the Direct-Owned Restaurant Unit Fee was $50,000, the initial term
                                            was 20 years, and the Permitted Closure Restaurant closed at the end of the second year of
                                            the term, the Direct-Owned Restaurant Fee Credit would be $50,000 ÷ 20, and that amount
                                            ($2,500) would be multiplied by 18 (the unused portion of the term), to obtain a Direct-Owned
                                            Restaurant Fee Credit of $45,000. If the next Direct-Owned Restaurant required a Direct-Owned
                                            Restaurant Unit Fee of $50,000, Master Franchisee would receive a credit of $45,000 and would
                                            be obligated to pay $5,000.



 


		8.7	Royalty.



 


		8.7.1	During the
                                            Term, Master Franchisee will pay a monthly fee (the “Royalty Fee”) for
                                            each Direct-Owned Restaurant to THRI or its designee as follows: [****].



 






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PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		8.7.2	During the
                                            Unit Addendum Term for each Acquired Restaurant, the Royalty Fee due in respect of such Acquired
                                            Restaurant will be the Royalty Fee set forth in the relevant Franchise Agreement for such
                                            Acquired Restaurant.



 


		8.7.3	Master Franchisee
                                            will pay the Royalty Fee due in respect of each Direct-Owned Restaurant to THRI or its designee
                                            by no later than the tenth (10th) day of each month for the entire Unit Addendum
                                            Term (and any renewal term, if applicable) based on Gross Sales for the preceding month in
                                            accordance with the Company Franchise Agreement.



 


		8.8	Advertising
                                            Contribution.



 


		8.8.1	During the
                                            Term, Master Franchisee will pay an Advertising Contribution in respect of each Direct-Owned
                                            Restaurant calculated by multiplying the monthly Gross Sales at the Direct-Owned Restaurant
                                            by four percent (4%) for the entire Unit Addendum Term (and any renewal term, if applicable),
                                            subject to clause 11.



 


		8.8.2	During the
                                            Term, the Advertising Contribution for Direct-Owned Restaurants will be contributed by no
                                            later than the tenth (10th) day of each month to the Advertising Fund to be managed
                                            by Master Franchisee, subject to clause 11 of this Agreement.



 


9            GRANT
OF FRANCHISE FOR FRANCHISED RESTAURANTS


 


		9.1	General.
                                            The Development Rights include the right during the Term for Master Franchisee to enter into
                                            Franchise Agreements with Franchisees for the operation of Franchised Restaurants in the
                                            Territory. Master Franchisee will provide the Services to Franchisees and Franchised Restaurants
                                            in the Territory in strict compliance with the terms of this Agreement. Master Franchisee
                                            shall use commercially reasonable efforts to ensure compliance by Franchisees with the Tim
                                            Hortons System in the Territory and enforce all of the obligations of Franchisees as set
                                            forth in the Franchise Agreements. Except as set forth in this Agreement, Master Franchisee
                                            shall not charge any fees or other amounts to Franchisees without the prior written consent
                                            of THRI.



 


		9.2	Approval
                                            of Franchisees and Franchise Agreements. Master Franchisee will utilize THRI’s
                                            guidelines for approving Franchisees. In addition, Master Franchisee will, at its sole cost
                                            and expense procure mandatory Level 2 Background Checks conducted by the Background Check
                                            Provider on each proposed Franchisee and all principals and shareholders thereof, and provide
                                            copies of the background checks to THRI for review. Master Franchisee will not enter into
                                            a Franchise Agreement with any proposed Franchisee if the results of the background check
                                            reveal, in THRI’s sole judgment, that the proposed Franchisee or any of the principals
                                            or shareholders thereof is (i) a Competitor, (ii) a Person that directly or indirectly
                                            provides marketing, advertising, training, monitoring, development, reporting and/or collection
                                            or similar services to a Competitor; (iii) a Person which acts as a franchisee or master
                                            franchisee for any Competitor, or (iv) a Prohibited Person, as determined in THRI’s
                                            sole judgment based on the background check and any follow-up or additional diligence, if
                                            any, required by THRI based on the background check. The failure to comply with this provision
                                            is a material default under this Agreement.



 






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		9.2.1	Franchisees
                                            who desire to open Franchised Restaurants will enter into a Franchise Agreement with Master
                                            Franchisee for each Franchised Restaurant opened in the Territory during the Term. If Master
                                            Franchisee desires to sell, transfer or otherwise dispose of a Direct-Owned Restaurant to
                                            a Franchisee, then THRI and Master Franchisee will terminate the Unit Addendum with respect
                                            to such Direct-Owned Restaurant prior to Master Franchisee entering into a Franchise Agreement
                                            with respect to such Restaurant.



 


		9.2.2	The term
                                            of each Franchise Agreement will be up to twenty (20) years from the date on which such Franchise
                                            Agreement is signed, as determined by Master Franchisee, in its sole discretion, with a minimum
                                            term of five (5) years and with one (1) option to renew for ten (10) years
                                            on the condition that Master Franchisee will consult with THRI before such renewal.



 


		9.2.3	Master Franchisee
                                            will provide THRI with the Site Information for each proposed Franchised Restaurant within
                                            ten (10) Days after receipt of same from the relevant Franchisee.



 


		9.2.4	Master Franchisee
                                            will provide THRI with written notice of the opening of a Franchised Restaurant within five
                                            (5) Days of the opening date. Master Franchisee will provide THRI with one (1) copy
                                            of each Franchise Agreement on or prior to the opening of the Franchised Restaurant, together
                                            with a signed acknowledgment from each Franchisee certifying in the manner set out in the
                                            Franchise Agreement that all applicable franchise disclosures, if any were required under
                                            applicable Law, were made by Master Franchisee to each Franchisee on a timely basis. Additionally,
                                            by not later than the later to occur of (i) the first (1st) Business Day of the month
                                            following the month in which a Franchised Restaurant was opened or (ii) five (5) Business
                                            Days following the date on which a Franchised Restaurant was opened, Master Franchisee will
                                            provide THRI with digital photographs of the interior and exterior of the Franchised Restaurant,
                                            showing that such Franchised Restaurant is open and operating and is serving guests. Additionally,
                                            Master Franchisee will comply with, and will cause all Franchisees to comply with, all requirements
                                            established by THRI from time to time to evidence the opening of new Franchised Restaurants
                                            in the Territory.



 


		9.2.5	Master Franchisee
                                            will not amend a Franchise Agreement in any material respect, nor waive a Franchisee’s
                                            obligation to comply with a material condition under a Franchise Agreement, without THRI’s
                                            prior written consent. Master Franchisee will provide to THRI in advance a copy of any such
                                            amendment or statement describing a waiver to be granted. In addition, at THRI’s request,
                                            Master Franchisee will provide to THRI a signed copy of each such amendment within ten (10) Days
                                            after such amendment is signed. Without limiting the generality of the foregoing, Master
                                            Franchisee will not amend a Franchise Agreement to delete THRI and its Affiliates as “FRANCHISOR
                                            INDEMNIFIED PARTIES” thereunder.



 






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CERTAIN
PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		9.2.6	Master Franchisee
                                            will ensure that THRI or any employee, agent or designee of THRI, shall have the unrestricted
                                            right to enter the Franchised Restaurants to conduct such inspections and other activities
                                            as THRI deems necessary to ascertain or ensure compliance with the Standards, including without
                                            limitation, to conduct interviews with Franchisee’s employees. The inspections and
                                            other activities may be conducted without prior notice at any time determined by THRI, subject
                                            to the requirement that THRI will use commercially reasonable efforts to ensure that the
                                            inspections and other activities will not disrupt the normal business operations of the Franchised
                                            Restaurants.



 


		9.2.7	Master Franchisee
                                            will fulfil all of the duties of the “Franchisor” under each Franchise Agreement
                                            executed pursuant to this Agreement and will use best efforts to maintain compliance by each
                                            Franchisee under, and enforce, each Franchise Agreement. However, Master Franchisee will
                                            not without THRI’s prior written consent;



 


		9.2.7.1	Approve
                                            any changes to the Approved Plans and Specifications;



 


		9.2.7.2	Authorize
                                            any alteration, addition or improvement to the interior or exterior of a Franchised Restaurant
                                            not in compliance with the Standards;



 


		9.2.7.3	Make
                                            any material changes to the form of the Franchise Agreement;



 


		9.2.7.4	Approve
                                            the use of any products, fixtures, furnishings, signs, equipment, interior or exterior design,
                                            or methods of operation not specified in the Confidential Operating Manual or otherwise approved
                                            in writing by THRI;



 


		9.2.7.5	Approve
                                            or disapprove suppliers or distributors to the Franchised Restaurant;



 


		9.2.7.6	Approve
                                            the sale or use in a Franchised Restaurant of any product that has not previously been approved
                                            in writing by THRI or that has been disapproved by THRI for sale or use in the Franchised
                                            Restaurant; or



 


		9.2.7.7	Except
                                            as otherwise permitted or authorized by THRI in writing, knowingly permit any material deviation
                                            by a Franchisee from the Standards.



 


		9.2.8	Master Franchisee
                                            will ensure that all Franchisees install equipment in their Franchised Restaurants as required
                                            by THRI.



 






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CERTAIN
PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		9.2.9	Master Franchisee
                                            will use commercially reasonable efforts to obtain P&L Information from each Franchisee.
                                            Master Franchisee will provide THRI with P&L Information provided to Master Franchisee
                                            by each Franchisee pursuant to its Franchise Agreements at such times as THRI designates
                                            and in an electronic format prescribed by or otherwise acceptable to THRI. The Franchise
                                            Agreement shall require each Franchisee to provide Master Franchisee with P&L Information
                                            and authorize Master Franchisee to provide such P&L Information to THRI.



 


		9.2.10	Master Franchisee’s
                                            failure to perform in a diligent and timely manner any material obligation owed to any Franchisee
                                            will constitute a breach of this Agreement, such breach to be cured within sixty (60) Days
                                            after written notification from THRI to Master Franchisee. Failure to cure following notification
                                            will constitute a material breach of this Agreement, and THRI may after giving reasonable
                                            consideration to the nature of the relevant default, either terminate the Development Rights
                                            or terminate this Agreement in its entirety.



 


		9.2.11	If Master
                                            Franchisee fails to carry out its material obligations under a Franchise Agreement within
                                            the time provided in the Franchise Agreement and in a manner consistent with the terms of
                                            the Franchise Agreement, THRI may, with the written approval of Master Franchisee (which
                                            shall not be unreasonably withheld) itself take such steps necessary to enforce the terms
                                            and conditions of the Franchise Agreement. Master Franchisee will cooperate with THRI to
                                            give effect to this clause, including, by providing and executing such documents deemed necessary
                                            by THRI.



 


		9.2.12	Each Franchised
                                            Restaurant shall be operated according to the Franchise Agreement and the Standards. Master
                                            Franchisee will immediately report to THRI any termination or renewal of, or refusal to renew,
                                            any Franchise Agreement, including any notice of intent not to renew by any Franchisee, and
                                            all information THRI may reasonably request concerning any termination, renewal or refusal
                                            to renew.



 


		9.2.13	If Master
                                            Franchisee fails to operate any Franchised Restaurant in compliance with the terms of the
                                            Franchise Agreement, THRI may direct, as it deems best, Master Franchisee to terminate the
                                            Franchise Agreement for that Franchised Restaurant and/or require the closure (either temporary
                                            or permanent) of the Franchised Restaurant.



 


		9.2.14	If Master
                                            Franchisee fails to pay THRI (or its designee) (other than a failure to pay due to a Payment
                                            Restriction which shall be governed by the terms of clause 22.4) when due any amounts payable
                                            under clause 9.4 or clause 9.5 at any time with respect to any Franchised Restaurant, either
                                            during the Term or, if applicable, thereafter, and does not cure such failure within twenty
                                            (20) Days of written notice from THRI, then THRI may notify, or may direct Master Franchisee
                                            to notify, Franchisees in writing to pay the Franchised Restaurant Unit Fee and/or Royalty
                                            Fee and submit Sales Reports directly to THRI or its designee with respect to all periods
                                            after the date of such notice. The Franchise Agreements shall provide for payment of such
                                            amounts and the submission of Sales Reports directly to THRI upon receipt of written notice
                                            from THRI or Master Franchisee. For purposes of enforcing this provision, THRI will be named
                                            as a third party beneficiary under the Franchise Agreements. Master Franchisee shall be liable
                                            and shall pay or reimburse THRI on demand for all reasonable costs, including legal costs,
                                            incurred by THRI in connection with the enforcement of THRI’s third party beneficiary
                                            rights under the Franchise Agreements.



 






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PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		9.2.15	If at any
                                            time, Master Franchisee receives a termination payment or other amount from a Franchisee
                                            or any other Person for future royalties as a result of the closure of a Franchised Restaurant
                                            or termination of the Franchise Agreement, Master Franchisee and THRI will share such payment
                                            (reduced by the amount of any documented out of pocket collection costs incurred by Master
                                            Franchisee) pro rata in accordance with their respective Royalty Fee percentages. Master
                                            Franchisee will promptly notify THRI and remit payment to THRI within thirty (30) Days after
                                            receipt thereof. For the avoidance of doubt, Master Franchisee will have no obligation to
                                            pursue collection of a termination payment or other amount as a result of the closure of
                                            a Franchised Restaurant or termination of a Franchise Agreement and may determine in its
                                            sole discretion whether or not to initiate such collection activities.



 


		9.3	IT Systems.



 


		9.3.1	Master Franchisee
                                            will, at its sole cost and expense, provide THRI with Polling Information at such time or
                                            times as may be reasonably required by THRI and ensure that Master Franchisee and all Franchisees
                                            install POS Systems and adopt polling and data collection systems prescribed by THRI. Master
                                            Franchisee will only use the information received from the Franchisees’ POS Systems
                                            and Franchisees’ Polling Information in order to provide the Services.



 


		9.3.2	THRI may
                                            at any time prescribe a POS System for use in the Territory so long as (i) such POS
                                            System is at least equivalent in functionality to the POS System currently in use in the
                                            Territory and (ii) the cost of such POS System is equivalent to or less than comparable
                                            POS Systems available in the Territory from third parties.



 


		9.3.3	THRI shall
                                            have the right to approve the vendor that Master Franchisee engages to develop any website,
                                            applications, including Mobile Applications, or other digital assets for use in the Territory.
                                            Such approval shall not be unreasonably withheld. In addition, upon written notice to Master
                                            Franchisee, THRI may require Master Franchisee to purchase websites, applications or other
                                            digital assets from THRI, an Affiliate of THRI or a vendor approved by THRI.



 






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PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		9.4	Franchised
                                            Restaurant Unit Fee.



 


		9.4.1	During the
                                            Term, Master Franchisee will pay to THRI or its designee [****] (the “Franchised
                                            Restaurant Unit Fee”), each for a twenty (20) year term (which amount will be prorated
                                            if the term of the applicable Franchise Agreement is less than twenty (20) years), whether
                                            or not Master Franchisee actually charges or collects a franchise fee for such Franchised
                                            Restaurant.



 


		9.4.2	The Franchised
                                            Restaurant Unit Fee will be due and payable no later than five (5) Days after the receipt
                                            of an invoice from THRI and/or an Affiliate of THRI or five (5) Days after the scheduled
                                            opening date of the Franchised Restaurant, whichever occurs first.



 


		9.4.3	Upon renewal
                                            of the Franchise Agreement for any Franchised Restaurant Master Franchisee will pay the Renewal
                                            Fee to THRI prior to the expiration of the term of the Franchise Agreement.



 


		9.4.4	For the avoidance
                                            of doubt, Master Franchisee may not charge a Franchised Restaurant Unit Fee or Renewal Fee
                                            in an amount in excess of the amount set forth in clause 9.4.1 or as set forth in the definition
                                            of “Renewal Fee”, respectively, it being understood that THRI will receive the
                                            entire amount of the fee paid by the Franchisee in connection with the opening of a Franchised
                                            Restaurant or the renewal of a Franchise Agreement.



 


		9.5	Royalty Fee.



 


		9.5.1	In consideration
                                            of the license and other rights granted under this Agreement during the Term, Master Franchisee
                                            will pay a Royalty Fee for each Franchised Restaurant to THRI or its designee [****].



 


		9.5.2	The maximum
                                            royalty Master Franchisee may charge a Franchisee under a Franchise Agreement is [****].
                                            Notwithstanding the foregoing, the Parties agree to discuss and consider in good faith any
                                            future proposals by Master Franchisee for an increase to the maximum royalty that Master
                                            Franchisee may charge Franchisees. Unless otherwise authorized by THRI in writing, the portion
                                            of the royalty fee collected and retained by Master Franchisee will be Master Franchisee’s
                                            sole compensation related to the Franchise Agreements and the Services to be provided to
                                            Franchisees. For the avoidance of doubt, regardless of the royalty Master Franchisee charges
                                            for a Franchised Restaurant, Master Franchisee will pay THRI (or its designee) the full amount
                                            of the Royalty Fee required under clause 9.5.1, even if the royalty Master Franchisee actually
                                            charges Franchisee is less and regardless of whether or not Master Franchisee charges and/or
                                            collects a fee for such Franchised Restaurant.



 


		9.5.3	In the event
                                            that applicable Law requires the calculation of the Royalty Fee payable pursuant to this
                                            clause 9.5 to be based on any figure other than monthly Gross Sales, which calculation results
                                            in a sum payable to THRI which is less than what would have been payable had the Royalty
                                            Fee been calculated based on monthly Gross Sales, then Master Franchisee undertakes and agrees
                                            to pay such difference from its global assets and bank accounts so that the final amount
                                            paid to THRI amounts to the Royalty Fee calculated based on monthly Gross Sales.



 






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PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		9.6	Advertising
                                            Contribution. Master Franchisee will require each Franchisee to contribute no less than
                                            four percent (4%) of Gross Sales on a monthly basis, beginning the first month after each
                                            Franchised Restaurant has commenced operations, to an Advertising Fund to be managed by Master
                                            Franchisee during the Term pursuant to clause 11 of this Agreement. Master Franchisee will
                                            deposit all Advertising Contributions received pursuant to the Franchise Agreements into
                                            the Ad Fund Account. To the extent that the amount remitted by a Franchisee or Affiliate
                                            in connection with a Franchised Restaurant is insufficient to pay the Royalty Fee required
                                            under clause 9.5.1 and Advertising Contribution, the payment will be applied first to the
                                            Royalty Fee and the balance, if any, will be applied to the Advertising Contribution.



 


		9.7	Invoices;
                                            Taxes. On a monthly basis, Master Franchisee will calculate the royalties for all Franchised
                                            Restaurants based on the Sales Reports provide by Franchisees. Master Franchisee will provide
                                            THRI with a copy of the Sales Reports within five (5) Business Days from receipt thereof.
                                            Master Franchisee will invoice Franchisees for royalties, together with any taxes (including
                                            applicable VAT) which Master Franchisee is required by applicable Law to collect and remit
                                            to the taxing Authority in the Territory. Master Franchisee agrees to indemnify the THRI
                                            Indemnified Parties for any Claims or Losses, including penalties and interest, resulting
                                            from Master Franchisee’s failure to properly remit any such tax payment (including
                                            applicable VAT) collected from Franchisees. Notwithstanding the foregoing, Master Franchisee
                                            shall procure that Franchisees provide the Sales Report for each month utilizing such sales
                                            reporting and invoicing process as may be implemented by THRI for franchisees in the Territory
                                            from time to time. The failure of any Franchisee to submit a Sales Report on three (3) or
                                            more occasions during any twelve (12) month period shall be an event of default under the
                                            Franchise Agreement.



 


		9.8	Method
                                            of Payment. THRI may, at its option, and provided the same is permissible under the applicable
                                            Law of the Territory, require payment of the Royalty and/or Advertising Contribution and
                                            any other amount payable under this Agreement (including pursuant to clause 8 and 9 hereof)
                                            by such method or methods as may best align or accord with THRI’s global payment policy
                                            standards in effect from time to time, including, without limitation, by international wire
                                            transfer, electronic funds transfer, ACH credit transfer, international drawdown and/or by
                                            direct weekly or monthly withdrawals in the form of an electronic, wire, automated transfer
                                            or other similar electronic funds transfer in the appropriate amount(s) from Master
                                            Franchisee’s bank or other financial institution account. If THRI exercises the latter
                                            option to automatically pull funds from Master Franchisee’s bank account, Master Franchisee
                                            will: (a) execute and deliver to its financial institution and to THRI those documents
                                            necessary to authorize such withdrawals and to make payment or deposit as directed by THRI;
                                            (b) not thereafter terminate such authorization so long as any payments are owed to
                                            THRI hereunder or any other agreement with THRI, whether this Agreement is in effect or this
                                            Agreement has expired or been terminated or any other such agreement is in effect or has
                                            expired or been terminated, without the prior approval of THRI; (c) not close such account
                                            without prior notice to THRI and the establishment of a substitute account permitting such
                                            withdrawals; and (d) take all reasonable and necessary steps to establish an account
                                            at a financial institution which has a direct electronic funds transfer or other withdrawal
                                            program if such a program is not available at Master Franchisee’s financial institution.



 






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CERTAIN
PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		9.9	Master
                                            Franchisee Must Not Withhold Payment. Master Franchisee shall not, unless required by
                                            Law, for any reason withhold or offset payment of any
                                            amount due to THRI under this Agreement (including pursuant to clause 8 and 9 hereof). This
                                            applies even if Master Franchisee alleges that THRI has not performed or is not performing
                                            an obligation imposed upon it under this Agreement or any other agreement with THRI. THRI
                                            may accept any partial payment without prejudice to its right to recover the balance due
                                            or pursue any other remedy.



 


		9.10	Application
                                            of Payments. THRI, in its sole discretion, may apply any payment received from Master
                                            Franchisee or from any other Person on behalf of Master Franchisee against any past due indebtedness
                                            of Master Franchisee as THRI may see fit, notwithstanding any contrary instruction or designation
                                            given by Master Franchisee or any other Person as to the application or imputation of any
                                            such payment.



 


		9.11	Marketing
                                            Plan. Master Franchisee will develop a marketing plan to attract qualified Franchisee
                                            candidates within the Territory. Master Franchisee will consult with THRI about the plan
                                            and provide a copy of the plan to THRI.



 


		9.12	Mobile Applications.
                                            If THRI approves the use of any Mobile Applications in the Territory, Master Franchisee shall
                                            comply with, and shall cause Franchisees to comply with, such standards THRI may require
                                            for the use of Mobile Applications.



 


		9.13	Development
                                            Services. Master Franchisee will provide, at Master Franchisee’s sole cost and
                                            expense, the following development services (the “Development Services”)
                                            to Franchisees:



 


		9.13.1	Administer
                                            THRI’s development processes and procedures as described in Exhibit C attached
                                            hereto;



 


		9.13.2	Provide
                                            the Approved Plans and Specifications for all types of Restaurants;



 


		9.13.3	Provide
                                            architectural advice and consultation as necessary on plan revisions, layout and signs;



 


		9.13.4	Provide
                                            assistance, advice and consultation on zoning and other matters conducive to the development
                                            of a Restaurant for the approved location; provided, however, that none of these responsibilities
                                            should be construed to suggest that it is Master Franchisee’s responsibility to perform
                                            the tasks of, or undertake tasks normally undertaken by, any kind of engineer, architect,
                                            surveyor or other professional Person or to otherwise provide any engineering, architectural,
                                            quantity surveying or other professional services;



 


		9.13.5	Analyze
                                            site packages prepared by Franchisees, administer THRI’s site selection policies in
                                            relation to proposed sites of Franchisees and grant Site Approval (subject to compliance
                                            with Exhibit C) for a proposed location of a Tim Hortons Restaurant; provided, however,
                                            that upon the occurrence of an MDA Termination Event, at THRI’s option and upon notice
                                            to Master Franchisee, THRI may terminate Master Franchisee’s right to grant Site Approval
                                            pursuant hereto;



 


		9.13.6	Conduct
                                            all necessary site-related studies (or procure that Franchisees conduct such studies), as
                                            may be called for by the Tim Hortons System or are otherwise appropriate, such as demographics
                                            and traffic studies;



 






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PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		9.13.7	Inspect
                                            such site during construction and provide advice to Franchisees as necessary in relation
                                            to the franchise requirements; and



 


		9.13.8	Verify that
                                            each Franchised Restaurant has been constructed in accordance with the Approved Plans and
                                            Specifications.



 


		10	RIGHTS AND OBLIGATIONS OF
MASTER FRANCHISEE IN RELATION TO MENU AND SUPPLIERS



 


		10.1	Approved
                                            Suppliers and Approved Products.



 


		10.1.1	To ensure
                                            goods and services meet THRI’s Standards, Master Franchisee shall only procure such
                                            goods and services from Approved Suppliers in connection with the development, improvement
                                            or operation of the Restaurants. Such goods include the Approved Products, including, without
                                            limitation, food and supplies, packaging and paper products, furnishings, fixtures, signage,
                                            equipment, uniforms and premiums. The decision to approve or disapprove proposed suppliers
                                            and/or distributors shall be made by THRI in its sole discretion. THRI may consider any factors
                                            it deems relevant in establishing specifications and standards and in approving suppliers
                                            and/or distributors, and is not obligated to approve multiple suppliers and/or distributors
                                            of any good or service. To the extent that THRI or any of its Affiliates negotiates any cost
                                            recovery fees with Approved Suppliers after the Original Commencement Date, THRI may use
                                            these funds in its sole discretion.



 


		10.1.2	Additionally,
                                            Master Franchisee agrees to implement, at its sole cost and expense, the complaint reporting
                                            system approved by THRI and/or its Affiliates for use in the Tim Hortons System, for all
                                            Tim Hortons Restaurants in the Territory, prior to the shipment of any products from an Approved
                                            Facility to a Tim Hortons Restaurant in the Territory. Such complaint reporting system must
                                            be operated at Master Franchisee’s sole cost and expense, by such Approved Facility,
                                            the Master Franchisee or a third party approved by THRI. Master Franchisee must also implement,
                                            at its sole cost and expense, a customer complaint system, approved by THRI, for the purposes
                                            of: receiving and addressing customer complaints and ensuring compliance with the Standards.
                                            Master Franchisee shall provide THRI with THRI-required customer complaint reports, monthly,
                                            or more frequently upon THRI’s request in a format approved by THRI.



 


		10.1.3	Master
                                            Franchisee will, and will cause Franchisees to purchase all (i) Coffee Products and
                                            (ii) Proprietary Products exclusively from THRI and/or its Affiliates or third party
                                            distributors as may be designated by THRI from time to time. Master Franchisee acknowledges
                                            that in purchasing such Coffee Products and Proprietary Products, THRI and/or its Affiliates
                                            will make a profit and/or receive a commission, rebate and/or service fee. Master Franchisee
                                            agrees that any such profits, commissions, rebates and/or service fees shall be the sole
                                            and absolute property of THRI, and Master Franchisee and/or its Affiliates shall have no
                                            claim to them in law or in equity.



 






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PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		10.1.4	All
                                            orders for Coffee Products and/or Proprietary Products to be submitted to THRI and/or its
                                            Affiliates or third party distributors shall be submitted in sufficient time as prescribed
                                            by THRI to enable THRI and/or its Affiliates or third party distributors, as applicable,
                                            to fill the order. THRI shall act in a commercially reasonable manner to fulfil Master Franchisee’s
                                            orders and to provide for timely deliveries of such Coffee Products and Proprietary Products.
                                            THRI shall not be liable for any delay in deliveries caused by fire, strikes, and disputes
                                            by the workmen, delay in transportation, or any cause beyond the reasonable control of THRI.
                                            Notwithstanding the foregoing, if THRI and/or its Affiliates
                                            or third party distributors are unable to provide (a) Coffee Products that are Core
                                            Menu Items (“Core Coffee Products”) for a period of fifteen (15) Days
                                            or longer due to the fact that such Core Coffee Products are unavailable (and not, for certainty,
                                            due to any act or failure to act by Master Franchisee) (a “Coffee Non-Supply Event”)
                                            or (b) Proprietary Products for a period of fifteen (15) Days or longer due to the fact
                                            that such Proprietary Products are unavailable (and not, for certainty, due to any act or
                                            failure to act by Master Franchisee) (a “Proprietary Product Non-Supply Event”),
                                            then THRI and Master Franchisee will work together to identify a supplier to sell Core Coffee
                                            Products or Proprietary Products, as applicable, to Master Franchisee and Franchisees in
                                            the Territory on a temporary basis (the “Temporary Supplier”) until the
                                            Coffee Non-Supply Event or Proprietary Product Non-Supply Event, as applicable, is resolved
                                            and THRI and/or its Affiliates or third party distributors are in a position to resume selling
                                            Core Coffee Products or Proprietary Products, as applicable, in the Territory; provided,
                                            however, that any such Temporary Supplier must be approved by THRI, such approval not to
                                            be unreasonably withheld or delayed, and provided further that Master Franchisee will not,
                                            and will ensure that its Franchisees will not, represent to customers that the Core Coffee
                                            Products sold by the Temporary Supplier are Tim Hortons branded Coffee Products. For the
                                            avoidance of doubt, once a Coffee Non-Supply Event or Proprietary Product Non-Supply Event,
                                            as applicable, is fully resolved and THRI resumes regular delivery of Core Coffee Products
                                            or Proprietary Products, as applicable, to the Territory, the Temporary Supplier will no
                                            longer be an Approved Supplier, and Master Franchisee will, and will cause Franchisees to,
                                            cease purchasing Core Coffee Products or Proprietary Products, as applicable, from the Temporary
                                            Supplier. For the avoidance of doubt, a Coffee Non-Supply Event or Proprietary Product Non-Supply
                                            Event, by itself, will not be deemed to be a Force Majeure Event hereunder, and Master Franchisee
                                            will be required to comply with the Development Schedule, notwithstanding the pendency of
                                            a Coffee Non-Supply Event or Proprietary Product Non-Supply Event (unless the reason for
                                            the Coffee Non-Supply Event or Proprietary Product Non-Supply Event is due to a Force Majeure
                                            Event, in which case clause 6.9 will apply).



 






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PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 



		10.1.5	Master
                                            Franchisee may negotiate pricing and other terms and
                                            conditions with Approved Suppliers in the Territory regarding Approved Products, other than
                                            Coffee Products and Proprietary Products. Notwithstanding the foregoing, Master Franchisee
                                            may not negotiate terms and conditions with any Approved Supplier in the Territory which
                                            would negate or conflict with any agreements that THRI has with such Approved Supplier without
                                            THRI’s prior written consent. Master Franchisee may negotiate with Approved Suppliers
                                            for rebates and/or supply chain and/or marketing allowances to be paid directly to the Advertising
                                            Fund for the benefit of all of the THRI Restaurants in the Territory; provided, however,
                                            that Master Franchisee will promptly disclose to THRI the terms of any such rebates and/or
                                            supply chain and/or marketing allowances. For the avoidance of doubt, the rights granted
                                            to Master Franchisee pursuant to this clause 10.1.5 will automatically terminate upon the
                                            occurrence of an MDA Termination Event.



 


		10.2	Local Menu
                                            Customization. During the Term and without prejudice to the rights reserved to THRI in
                                            this Agreement and the Company Franchise Agreement, Master Franchisee may seek to establish
                                            local menu items for Restaurants operating within the Territory; provided that (i) all
                                            of the Core Menu Items are required to be offered for sale at all Restaurants in the Territory,
                                            (ii) all suppliers and product ingredients are approved by THRI in writing in accordance
                                            with THRI’s standard processes and procedures for such approval, as supplemented below,
                                            and (iii) all local menu items are approved by THRI in accordance with the procedures
                                            set forth below.



 


		10.2.1	If Master
                                            Franchisee wishes to establish a local menu item, it must undertake (i) an analysis
                                            to assess the financial feasibility to Restaurants and (ii) consumer research in the
                                            part of the Territory in which Master Franchisee wishes to introduce the local menu item
                                            (the “Affected Area”) to assess whether that menu item has “concept
                                            appeal” and “taste ratings” in the Territory which are reasonably equivalent
                                            to the level of concept appeal and taste ratings of the Core Menu Items and local menu items
                                            already implemented in accordance with these procedures. Master Franchisee will permit THRI
                                            to review the financial analysis and consumer research conducted by Master Franchisee pursuant
                                            to this clause 10.2.1. Master Franchisee will submit its request for concept approval of
                                            the local menu item in the Affected Area (“Concept Approval”) to THRI
                                            in writing (the “Concept Approval Notice”), which THRI may approve or
                                            disapprove in its sole discretion. THRI will review the Concept Approval Notice and use commercially
                                            reasonable efforts to notify Master Franchisee within thirty (30) Days of its decision or
                                            that it requires additional time in order to review the Concept Approval Notice. Unless THRI
                                            approves any request for Concept Approval in writing, such request shall be deemed disapproved.



 


		10.2.2	Failure
                                            by THRI to notify Master Franchisee of its decision within thirty (30) Days shall not operate
                                            as a deemed consent by THRI in respect of the local menu item. If THRI decides to disapprove
                                            the local menu item, THRI will provide Master Franchisee with written notice of such disapproval,
                                            specifying the reasons for such determination, which reasons may not be challenged or appealed
                                            by Master Franchisee.



 






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THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		10.2.3	For the
                                            avoidance of doubt, the rights granted to Master Franchisee pursuant to this clause 10.2
                                            shall terminate in the event that the Development Rights are terminated for any reason or
                                            this Agreement expires or terminates. Termination shall not affect rights granted to Master
                                            Franchisee pursuant to this clause 10.2 prior to such termination, subject always to THRI’s
                                            discretion to revoke or terminate any such prior approval given to Master Franchisee in the
                                            event that the required Standards in respect of such local menu items are not maintained
                                            by Master Franchisee and/or any suppliers as determined by the Tim Hortons QA Program.



 


		10.2.4	Master Franchisee
                                            shall require that, upon THRI’s request, Approved Suppliers of the ingredients for
                                            such local menu item shall promptly submit samples of the Approved Products or samples of
                                            any components of the Approved Products to a third party laboratory facility identified by
                                            THRI for analytical testing and/or specifications technical review according to the Tim Hortons
                                            QA Program. THRI may also authorize the laboratory facility to obtain such samples directly
                                            from Approved Suppliers or Tim Hortons Restaurants pursuant to a testing schedule established
                                            by THRI. Master Franchisee shall pay, or ensure that Approved Suppliers pay, all costs and
                                            expenses in connection with such analytical testing and/or specifications technical review
                                            according to the Tim Hortons QA Program.



 


		10.2.5	Any trademarks
                                            or other intellectual property rights created or subsisting in connection with the establishment
                                            of any local menu item, including any pre-existing marks or intellectual property rights
                                            of Master Franchisee, will become Tim Hortons Marks and Tim Hortons Intellectual Property
                                            Rights hereunder. Master Franchisee hereby disclaims any right or interest in or to such
                                            Tim Hortons Marks and/or Tim Hortons Intellectual Property Rights, and Master Franchisee
                                            hereby assigns to THRI such rights (if any) which Master Franchisee has or may acquire in
                                            such Tim Hortons Marks and/or Tim Hortons Intellectual Property Rights. If THRI elects to
                                            register the assignment or such trademarks or other intellectual property rights under applicable
                                            Law, THRI will be responsible for any costs associated with any such recordal or registration.
                                            Notwithstanding the foregoing, Master Franchisee will bear the cost of screening the potential
                                            new trademarks for use in the Territory in an amount not to exceed US$30,000 annually (the
                                            “Annual Cap”), which amount may be paid out of the Advertising Fund at
                                            Master Franchisee’s sole discretion. For the avoidance of doubt, if the Annual Cap
                                            is exhausted, TH may deny approval of any further proposed marks, slogans or product names
                                            for that year, it being understood that TH will not be responsible for the cost of any trademark
                                            screenings for the Territory.



 


		10.2.6	Master Franchisee
                                            agrees that it shall not enter into a supply or distribution agreement or any other commercial
                                            agreement with a supplier and/or distributor until such supplier and/or distributor is an
                                            Approved Supplier. If Master Franchisee enters into any legally binding commitment with a
                                            supplier and/or distributor before such supplier and/or distributor is an Approved Supplier,
                                            then Master Franchisee shall bear the entire risk of loss or damage resulting from a subsequent
                                            decision of THRI not to approve such supplier and/or distributor. Additionally, Master Franchisee
                                            may not enter into any supply or distribution agreement or any other commercial agreement
                                            with an Approved Supplier with terms inconsistent with or contradictory to the Tim Hortons
                                            Master GTCs.



 






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		10.3	Approval
                                            of Local Menu Ingredients and Suppliers.



 


		10.3.1	If
                                            THRI has granted Concept Approval for a local menu item, Master Franchisee will identify
                                            proposed suppliers of the ingredients for such local menu item and provide THRI with the
                                            written report of an independent audit company approved by THRI, confirming that, with respect
                                            to each such supplier, the supplier’s products and the facilities where such products
                                            will be manufactured comply with the Tim Hortons QA Program (the “Audit Report”).
                                            Additionally, if Master Franchisee proposes that THRI approve a new supplier of Approved
                                            Products, Master Franchisee will identify the proposed suppliers and provide THRI with the
                                            Audit Report. Master Franchisee will be responsible for the fees of the independent audit
                                            company if the supplier does not agree to pay such fees. Alternatively, THRI may, in its
                                            sole discretion, perform the audit itself, in which case Master Franchisee will be responsible
                                            for THRI’s costs incurred in conducting the audit and all incidental out-of-pocket
                                            expenses. Master Franchisee will submit this information to THRI, together with the notice
                                            in the form attached as Exhibit D hereto (the “Product Approval Notice”),
                                            and provide any additional information reasonably requested by THRI. For purposes of this
                                            Agreement, the Product Approval Notice, Audit Report, Tim Hortons Master GTCs executed by
                                            the proposed supplier, together with all other information reasonably requested by THRI,
                                            are collectively referred to as the “Product Supplier Documents”.



 


		10.3.2	THRI will
                                            use commercially reasonable efforts to notify Master Franchisee of its decision regarding
                                            a new supplier within sixty (60) Days following the receipt of the Product Supplier Documents.
                                            Failure by THRI to notify Master Franchisee of its decision during such sixty (60) Day period
                                            shall not operate as a deemed consent of the proposed supplier(s). If THRI disapproves of
                                            the proposed supplier(s), THRI will provide Master Franchisee with written notice of such
                                            disapproval, specifying the reasons for such disapproval, which reasons may not be challenged
                                            or appealed by Master Franchisee. Unless THRI approves any request for a proposed supplier
                                            in writing, such request shall be deemed disapproved.



 


		10.3.3	For the
                                            avoidance of doubt, the rights granted to Master Franchisee pursuant to this clause 10.3
                                            shall terminate in the event that the Development Rights are terminated for any reason or
                                            this Agreement expires or terminates. Termination shall not affect rights granted to Master
                                            Franchisee pursuant to this clause 10.3 prior to such termination, subject always to THRI’s
                                            discretion to revoke or terminate any such prior approval given to Master Franchisee in the
                                            event that the required Standards are not maintained by any such Approved Suppliers as determined
                                            by the Tim Hortons QA Program.



 






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THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
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		10.3.4	Any
                                            trademarks or other intellectual property rights created in connection with the establishment
                                            of proposed suppliers shall become Tim Hortons Marks and Tim Hortons Intellectual Property
                                            Rights hereunder unless Master Franchisee and THRI agree
                                            otherwise. Master Franchisee hereby disclaims any right or interest in or to such Tim Hortons
                                            Marks and/or Tim Hortons Intellectual Property Rights, and Master Franchisee hereby assigns
                                            to THRI or its designee such rights (if any) which Master Franchisee has or may acquire in
                                            such Tim Hortons Marks and/or Tim Hortons Intellectual Property Rights. Master Franchisee
                                            shall assist in the recordal or registration of such assignment(s) as required under
                                            applicable Law.



 


		10.4	Removal of
                                            Core Menu Items. During the Term, all of the Core Menu Items are required to be offered
                                            for sale at all Restaurants in the Territory. Notwithstanding the foregoing Master Franchisee
                                            may request the removal of a Core Menu Item in the Territory pursuant to this clause 10.4.



 


		10.4.1	If Master
                                            Franchisee wishes to discontinue selling a Core Menu Item, Master Franchisee will submit
                                            its request for removal of the Core Menu Item to THRI in writing (the “Core Menu
                                            Item Removal Notice”), which THRI may approve or disapprove in its sole discretion
                                            based on the following factors: (i) Master Franchisee and Franchisee profitability in
                                            the Territory, (ii) appeal of the Core Menu Item in the Territory, (iii) historical
                                            sales data for the applicable Core Menu Item, (iv) advertising and promotional efforts
                                            in the Territory related to such Core Menu Item, (v) Tim Hortons global brand identity
                                            and essence, and/or (vi) such other factors as THRI deems relevant, in its sole discretion.
                                            THRI will review the Core Menu Item Removal Notice and use commercially reasonable efforts
                                            to notify Master Franchisee within thirty (30) Days of its decision or that it requires additional
                                            time in order to review the Core Menu Item Removal Notice. Failure to notify Master Franchisee
                                            of its decision within thirty (30) Days shall not operate as a deemed consent by THRI in
                                            respect of the removal of such Core Menu Item. If THRI decides to disapprove the removal
                                            of the Core Menu Item, THRI will provide Master Franchisee with written notice of such disapproval,
                                            specifying the reasons for such determination, which reasons may not be challenged or appealed
                                            by Master Franchisee. Otherwise, THRI will give approval to Master Franchise to remove the
                                            Core Menu Item in the Territory.



 


		10.4.2	For the
                                            avoidance of doubt, the rights granted to Master Franchisee pursuant to this clause 10.2
                                            shall terminate upon the occurrence of an MDA Termination Event. Termination shall not affect
                                            rights granted to Master Franchisee pursuant to this clause 10.4 prior to such termination,
                                            subject always to THRI’s discretion to revoke or terminate any such prior approval.



 


		10.5	Prices.
                                            To the extent permitted under applicable Law, and provided
                                            that the Development Rights are in effect, Master Franchisee shall have the right to determine
                                            and adjust at its sole discretion the prices of all products and services offered in any
                                            of the Restaurants in the Territory. However, once the Development Rights expire or are terminated,
                                            Master Franchisee will participate in national promotions sponsored by THRI in the Territory
                                            at the recommended price point.



 






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11            MARKETING
AND ADVERTISING SERVICES


 


		11.1	Advertising
                                            Fund.



 


		(a)	Master Franchisee
                                            and each Franchisee in the Territory must pay a monthly advertising contribution (the “Advertising
                                            Contributions”) into an account to be owned and maintained (until, if ever, such
                                            rights are terminated pursuant to clause 11.7 or upon the occurrence of an MDA Termination
                                            Event) by Master Franchisee (the “Ad Fund Account”). The Advertising Fund
                                            is made up of the Advertising Contributions deposited by Master Franchisee pursuant to the
                                            Company Franchise Agreement, and Franchisees pursuant to their respective Franchise Agreements,
                                            plus any interest earned on such amounts. Master Franchisee will at all times keep the Ad
                                            Fund Account separate from and not commingle the Ad Fund Account with any other bank accounts.
                                            Master Franchisee will not utilize such Ad Fund Account for any other purpose or in any other
                                            manner other than the purposes and manner stipulated in this Agreement and in the Company
                                            Franchise Agreement. Master Franchisee acknowledges that THRI has no obligation to contribute
                                            to the Advertising Fund or to make any payment if there are insufficient funds in the Ad
                                            Fund Account to satisfy Advertising Fund expenditures, and Master Franchisee will be responsible
                                            for managing the Advertising Fund to ensure that it is able to discharge all of its liabilities,
                                            obligations and commitments.



 


		(b)	Notwithstanding
                                            the foregoing, Master Franchisee may delegate to TH Shanghai the rights and obligations under
                                            this clause 11 with respect to the management of the Advertising Fund to be established in
                                            Mainland China; provided, however, that (a) Master Franchisee will provide prior written
                                            notice to THRI of any such delegation to TH Shanghai; (b) such arrangement complies
                                            with the relevant Franchise Agreements and the applicable Law in Mainland China; (c) Master
                                            Franchisee will provide THRI with an undertaking signed by TH Shanghai in favour of THRI,
                                            pursuant to which TH Shanghai agrees to comply with the terms and conditions of this clause
                                            11 in all respects; and (d) no such delegation will relieve Master Franchisee from liability
                                            for its obligations hereunder.



 


		11.2	Management
                                            of Advertising Fund; Withdrawals from Ad Fund Account. Master Franchisee agrees to manage
                                            the Advertising Fund on the following terms and conditions:



 


		11.2.1	Other than
                                            as described in clause 11.2.5 below, Master Franchisee may withdraw sums from the Ad Fund
                                            Account only in connection with Marketing Services and for payment or reimbursement of Qualified
                                            Expenditures pursuant to the Company Franchise Agreement, the Global Marketing Policy and
                                            the applicable provisions of the Franchise Agreements;



 


		11.2.2	Franchisees
                                            shall never be required to contribute more to the Advertising Fund in respect of any Franchised
                                            Restaurant than the advertising contribution as set forth in the Franchise Agreement for
                                            such Franchised Restaurant;



 



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		11.2.3	Master Franchisee
                                            may pay Administrative Expenses from the Advertising Fund, subject to the limitations set
                                            forth in the Global Marketing Policy. The Parties agree that: (i) for each of Development
                                            Year 1 through and including Development Year 3, the Administrative Expenses must not exceed
                                            in the aggregate fifty percent (50%) of the aggregate Advertising Contributions during such
                                            Development Year and (ii) for Development Year 4 and each Development Year thereafter,
                                            the Administrative Expenses must not exceed in the aggregate fifteen percent (15%) of the
                                            aggregate Advertising Contributions during such Development Year, without the written consent
                                            of THRI.



 


		11.2.4	At THRI’s
                                            request, Master Franchisee shall implement a guest experience survey program (the “Survey
                                            Program”) approved by THRI for the Territory and the costs associated with the
                                            implementation and management of the Survey Program shall be paid out of the Ad Fund Account;



 


		11.2.5	Upon notice
                                            from THRI (such notice to be provided not sooner than the second (2nd) anniversary
                                            of the Original Commencement Date), Master Franchisee shall remit to THRI or its designee
                                            from the Advertising Fund on a monthly basis, two percent (2%) of the total amount of Advertising
                                            Contributions for all of the Restaurants in the Territory to fund the Tim Hortons Global
                                            Initiatives, such payment to be made by the fifteenth (15th) day of each month
                                            based on Gross Sales for the previous month;



 


		11.2.6	Master Franchisee
                                            shall comply in all respects with the Global Marketing Policy; and



 


		11.2.7	Master Franchisee
                                            and the Direct-Owned Restaurants will not receive any direct or indirect benefit in respect
                                            of the management of the Advertising Fund which is not afforded to the Franchisees.



 


		11.3	Invoices;
                                            Taxes. On a monthly basis, Master Franchisee will calculate the Advertising Contributions
                                            for all of the Franchised Restaurants owned by a Franchisee based on the Sales Report provided
                                            by Franchisee. Master Franchisee will invoice each Franchisee for Advertising Contributions,
                                            together with any taxes (including applicable VAT) which Master Franchisee is required by
                                            applicable Laws to collect and remit to the taxing authorities in the Territory. Master Franchisee
                                            agrees to indemnify the THRI Indemnified Parties for any Claims or Losses, including penalties
                                            and interest, resulting from Master Franchisee’s failure to properly remit any such
                                            tax payment collected from Franchisees.



 


		11.4	Marketing
                                            Calendar. Master Franchisee will establish the Marketing Calendar for all Restaurants
                                            in the Territory prior to the beginning of each calendar year and submit a copy to THRI for
                                            review. If Master Franchisee makes any material changes to the Marketing Calendar, it will
                                            promptly provide a copy of the revised Marketing Calendar to THRI.



 


		11.5	Provision
                                            of Marketing Services and Advertising Services. Master Franchisee must provide Marketing
                                            Services and Advertising Services with respect to Direct-Owned Restaurants and Franchised
                                            Restaurants as follows:



 


		11.5.1	Marketing
                                            Services. Except as otherwise provided herein, Master Franchisee shall provide the following
                                            marketing services in respect of all Restaurants in the Territory (collectively, the “Marketing
                                            Services”): (i) advertising, sales promotion, media buying, design, development,
                                            and public relations for the benefit of Franchisees and the Restaurants located in the Territory;
                                            (ii) administering the Advertising Fund; and (iii) any other related services required
                                            to be performed by Master Franchisee pursuant to the Company Franchise Agreement and the
                                            Franchise Agreements with Franchisees.



 






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		11.5.2	Advertising
                                            Services. Master Franchisee shall provide the following services in connection with the
                                            administration of the Advertising Fund (collectively, the “Advertising Services”):



 


		11.5.2.1	Seek to
                                            spend the Advertising Fund on a fair and reasonable basis for suitable advertising, sales
                                            promotions and public relations in or affecting the market area in which a particular contributing
                                            Restaurant is located and on a local, state or national basis;



 


		11.5.2.2	Seek to
                                            allocate expenditures on a fair and reasonable basis for advertising of the Direct-Owned
                                            Restaurants and advertising of Franchised Restaurants;



 


		11.5.2.3	Comply
                                            with and perform all obligations of applicable Laws in the Territory which relate to a marketing,
                                            advertising or other cooperative fund;



 


		11.5.2.4	Comply
                                            with the Advertising Fund financial reporting requirements set forth in the Global Marketing
                                            Policy;



 


		11.5.2.5	Keep track
                                            of the Advertising Fund's receipts and expenses as required by any applicable Laws;



 


		11.5.2.6	Keep records
                                            of and in relation to the Advertising Fund expenses during each year, including details of
                                            the percentage spent on production, advertising, administration and other stated expenses;



 


		11.5.2.7	Prepare
                                            and deliver to THRI an annual financial statement of the Advertising Fund expenses for each
                                            Development Year and all other financial information required under the Global Marketing
                                            Policy or as otherwise reasonably requested by THRI;



 


		11.5.2.8	Provide
                                            to Franchisees such statements and information in relation to the Advertising Fund, which
                                            Master Franchisee is obligated to provide under any Franchise Agreement;



 


		11.5.2.9	Consider
                                            any submissions by Franchisees on planning of advertising, sales promotions and public relations;



 


		11.5.2.10	Comply
                                            with any reasonable directions of THRI in relation to the financial administration of the
                                            Advertising Fund;



 






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		11.5.2.11	Use its
                                            commercially reasonable efforts to cause Franchisees to deposit their Advertising Contributions
                                            into the Advertising Fund;



 


		11.5.2.12	Use its
                                            commercially reasonable efforts to ensure that no marketing, promotion or advertising material
                                            is objectionable, obscene, offensive or otherwise likely, in the reasonable opinion of THRI,
                                            to bring the Tim Hortons Marks or Tim Hortons System (or any part thereof) into disrepute;



 


		11.5.2.13	Provide
                                            Franchisees with reasonable assistance in the development of local marketing calendars and
                                            budget planning process;



 


		11.5.2.14	Seek
                                            to identify, develop and implement new product and/or promotional opportunities that will
                                            build the Tim Hortons brand while increasing sales and traffic;



 


		11.5.2.15	Track and report country pre/post
promotion analysis; and



 


		11.5.2.16	Assist
                                            in the identification and execution of local sales building and public relations opportunities.



 


		11.6	Advertising
                                            Standards.



 


		11.6.1	Master Franchisee
                                            must comply with all applicable Laws and industry codes of practice in relation to advertising,
                                            marketing, sales promotion and public relations in all material respects and to the advertising,
                                            marketing, sales promotion and public relations standards of THRI described herein in all
                                            material respects.



 


		11.6.2	Master Franchisee
                                            must request THRI’s prior approval of all Tim Hortons Advertising Materials and Tim
                                            Hortons Packaging Materials which contain one or more of the Tim Hortons Marks and/or Tim
                                            Hortons Domain Names. Requests for the approval of Tim Hortons Advertising Materials and
                                            Tim Hortons Packaging Materials shall be simultaneously sent to the marketing and legal representative
                                            designated by THRI, for approval on behalf of THRI in accordance with the procedures set
                                            forth in clause 11.6.3. Approval of the materials shall be evidenced by the signature of
                                            a representative of each respective functional director designated by THRI. THRI’s
                                            review and approval of any materials prepared under this Agreement shall not constitute a
                                            waiver by THRI of Master Franchisee’s other obligations hereunder.



 






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		11.6.3	Without
                                            limiting clause 11.6.1 and THRI's rights under clause 11.6.2 Master Franchisee must comply
                                            with the review mechanism for adherence to THRI’s advertising, marketing and sales
                                            promotion standards set forth below:



 


		11.6.3.1	Prior
                                            to the first use of any Tim Hortons Advertising Materials, Tim Hortons Packaging Materials
                                            or any other advertising or sales promotional material in respect of the Restaurants or the
                                            Tim Hortons System or which includes one or more of the Tim Hortons Marks, Master Franchisee
                                            must provide to THRI a copy of all such material, and:



 


(A)            in
the case of television or radio material, a recording of the relevant material together with a transcript of its content translated into
English, if applicable; and


  


(B)            in
the case of material made available on the Internet, a print out of all material made available in this manner translated into English,
if applicable.


 


		11.6.3.2	THRI
                                            shall have five (5) Business Days in which to approve or disapprove the Tim Hortons
                                            Marketing Materials or Tim Hortons Packaging Materials. If THRI withholds approval of the
                                            Tim Hortons Advertising Materials or Tim Hortons Packaging Materials, Master Franchisee must
                                            promptly arrange for the removal and discontinuation of the use of any advertising, marketing,
                                            sales promotional or public relations material where THRI has given notice to Master Franchisee
                                            that such material does not comply with its Standards.



 


		11.6.3.3	Master
                                            Franchisee shall at all times adhere to THRI's generally applicable policies and procedures
                                            relating to advertising, marketing and/or promotional matters, as may be modified by THRI,
                                            from time to time, and communicated to Master Franchisee. Master Franchisee shall use reasonable
                                            efforts to ensure that each Marketing Agency does not commence work unless and until the
                                            Marketing Agency has signed THRI’s Terms & Conditions of Supply of Marketing
                                            Services attached as Exhibit E to this Agreement.



 


		11.6.3.4	Master
                                            Franchisee acknowledges that all advertising and promotional materials developed by Master
                                            Franchisee, its employees, Affiliates, vendors and subcontractors shall belong to THRI. Master
                                            Franchisee hereby irrevocably agrees that it shall, at THRI’s written request, assign
                                            to THRI any interest, property and rights it may have to any advertising and promotional
                                            materials developed by Master Franchisee, whether or not such materials are specifically
                                            approved for use by THRI in the Territory, and Master Franchisee further agrees that THRI
                                            may in its sole discretion, use or approve other franchisees in other territories to use
                                            such advertising and promotional materials developed by Master Franchisee in any such territories.



 






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CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.



 


		11.7	Termination
                                            of Rights. If Master Franchisee commits a material breach of its material obligations
                                            in relation to any one or more of the following: the Advertising Fund, the provision of Marketing
                                            Services, the provision of Advertising Services, or the advertising standards set out above
                                            (an “Ad Fund Breach”), and such breach is not cured within sixty (60)
                                            Days after THRI’s written notice, THRI shall be entitled to terminate Master Franchisee’s
                                            right to manage the Advertising Fund and provide the Marketing Services and Advertising Services
                                            and, in such event, the provisions of clause 11.8 shall apply. The Parties agree that the
                                            remedy set forth in this clause 11.7 shall be THRI’s exclusive remedy for an Ad Fund
                                            Breach unless the Ad Fund Breach relates to (i) the failure of Master Franchisee to
                                            contribute the Advertising Contributions to the Ad Fund Account, (ii) the failure of
                                            Master Franchisee to maintain the Ad Fund in a separate account, or (iii) the misappropriation
                                            of the Advertising Contributions and/or Ad Fund Account.



 


		11.8	Administration
                                            of Advertising Fund upon Certain Events. Following the termination of rights pursuant
                                            to clause 11.7 or upon the occurrence of an MDA Termination Event, Master Franchisee shall,
                                            at THRI’s request, immediately and irrevocably designate THRI or its designee to administer
                                            the Advertising Fund and to provide the Marketing Services and Advertising Services for Master
                                            Franchisee and Franchisees, in place of Master Franchisee, with all of the rights and privileges
                                            of Master Franchisee in relation thereto under the Company Franchise Agreement and the Franchise
                                            Agreements. In such event, at THRI’s option and as directed by THRI, (a) Master
                                            Franchisee shall notify Franchisees in writing of THRI’s assumption of responsibility
                                            for the administration of the Advertising Fund and direct Franchisees to pay their Advertising
                                            Contributions to THRI or its designee with respect to all periods thereafter, and (b) Master
                                            Franchisee shall immediately cease to withdraw funds from the Ad Fund Account, notwithstanding
                                            any provision to the contrary set forth in any Franchise Agreements, it being the intention
                                            of the Parties that the administration of the Advertising Fund shall revert to THRI or its
                                            designee. Master Franchisee hereby provides an irrevocable power of attorney to THRI (and
                                            hereby commits to renew and separately document such power of attorney at any time upon THRI’s
                                            request) to grant THRI or its designee access to the Advertising Fund Account under the circumstances
                                            set forth in the previous sentence, and will, at THRI’s request, execute any and all
                                            documents and take any and all necessary action to transfer the Ad Fund Account to THRI or
                                            its designee. THRI shall as far as practicable take over and assume all future rights, obligations
                                            and liabilities under any agreement, arrangement or contract entered into by Master Franchisee
                                            for marketing and advertising consistent with approvals given by THRI up to a level of commitment
                                            consistent with the annual Marketing Calendar. In such event, Master Franchisee shall, upon
                                            demand, assign to THRI or its designee all right, title and interest of Master Franchisee
                                            in any agreement, arrangement or contract entered into by Master Franchisee for marketing
                                            or advertising for the benefit of Master Franchisee or Franchisees in the Territory except
                                            that any non-transferable contract or commitment will be carried to completion by Master
                                            Franchisee and paid for by THRI. This clause 11.8 shall survive the termination or expiration
                                            of this Agreement.



 


		11.9	Audits.
                                            THRI may audit the Advertising Fund at any time in order to verify the appropriate application
                                            of the funds in connection with marketing and advertising activities (the “Advertising
                                            Fund Audit”). The results of such an audit shall be disclosed to Master Franchisee
                                            and Franchisees upon request, provided that no more than one (1) Advertising Fund Audit
                                            shall be performed during any calendar year. Where the Advertising Fund Audit reveals that
                                            Master Franchisee has not maintained or administered the Advertising Fund in material compliance
                                            with this Agreement and the Global Marketing Policy, Master Franchisee shall reimburse THRI
                                            for all costs incurred by THRI in conducting such audit. Otherwise, THRI will be responsible
                                            for all such audit costs.



 






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CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.




 


12            TIM
HORTONS MARKS AND TIM HORTONS DOMAIN NAMES


 


		12.1	Ownership/Validity



 


		12.1.1	Master Franchisee
                                            acknowledges that it has had no part in the creation or development of the Tim Hortons Marks
                                            and disclaims any right or interest in the Tim Hortons Marks and Tim Hortons Domain Names,
                                            and to the goodwill in and to the Tim Hortons Marks and Tim Hortons Domain Names. Master
                                            Franchisee hereby confirms that during the Term, all such Tim Hortons Marks and Tim Hortons
                                            Domain Names, are and shall have at all times been the sole and exclusive property of THRI
                                            and/or its Affiliates, and shall so remain after the termination of this Agreement.



 


		12.1.2	Master Franchisee
                                            shall not obtain or attempt to obtain, or allow any Marketing Agency or Franchisee to obtain
                                            or attempt to obtain during the Term, or at any time thereafter, any right, title or interest
                                            in or to any Tim Hortons Domain Names. In addition, Master Franchisee shall not obtain or
                                            attempt to obtain or allow any Marketing Agency or Franchisee to obtain or attempt to obtain
                                            during the Term, or at any time thereafter, any right, title or interest in or to any Tim
                                            Hortons Marks. Master Franchisee must not at any time during the Term or thereafter question,
                                            oppose, dispute or attack the validity, right, title or interest of THRI and/or its Affiliates
                                            as to the Tim Hortons Marks and Tim Hortons Domain Names.



 


		12.1.3	Master Franchisee
                                            acknowledges and agrees that: (i) it shall in no way contest or deny the validity of,
                                            or the right or title of THRI and/or its Affiliates in or to the Tim Hortons Marks and Tim
                                            Hortons Domain Names and shall not encourage or assist others directly or indirectly to do
                                            so, during the Term and thereafter; (ii) any unauthorized use of the Tim Hortons Marks
                                            and Tim Hortons Domain Names by it shall constitute a breach of this Agreement and an infringement
                                            of the rights of THRI and/or its Affiliates in and to the Tim Hortons Marks and Tim Hortons
                                            Domain Names, as the case may be; (iii) it shall at all times use its commercially reasonable
                                            efforts to promote the value and validity of the Tim Hortons Marks and Tim Hortons Domain
                                            Names, and to protect the rights and reputation of THRI and its Affiliates in the Tim Hortons
                                            Marks and Tim Hortons Domain Names in the Territory; (iv) all use of the Tim Hortons
                                            Marks and Tim Hortons Domain Names by Master Franchisee and any Franchisee inures to the
                                            benefit of THRI exclusively; (v) any and all goodwill connected with the Tim Hortons
                                            Marks and Tim Hortons Domain Names as a result of Master Franchisee’s use or any Franchisee’s
                                            use, excluding the accounting goodwill value associated with Master Franchisee and its assets,
                                            inures to the exclusive benefit of THRI and its applicable Affiliates; (vi) upon termination
                                            of this Agreement, THRI is not required to make any payment to Master Franchisee for any
                                            goodwill associated with Master Franchisee’s use or any Franchisee’s use of the
                                            Tim Hortons Marks and Tim Hortons Domain Names; and (vii) Master Franchisee shall include
                                            in its contracts with third-party suppliers, including any Marketing Agency, a provision
                                            prohibiting the unauthorized use of the Tim Hortons Marks and Tim Hortons Domain Names. Upon
                                            termination of this Agreement in accordance with its terms, Master Franchisee shall immediately
                                            terminate all use of the Tim Hortons Marks and Tim Hortons Domain Names in connection with
                                            the Development Rights and the Services. Upon termination of this Agreement in accordance
                                            with its terms, Master Franchisee shall immediately terminate all use of the Tim Hortons
                                            Marks and Tim Hortons Domain Names in connection with the Development Rights and the Services;
                                            provided, that Master Franchisee shall be authorized to use the Tim Hortons Marks and the
                                            Tim Hortons Domain Names solely for the purpose of operating Direct-Owned Restaurants, subject
                                            to the terms and conditions of the Company Franchise Agreement.



 






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CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		12.1.4	Without
                                            derogating from clause 12.1.1, Master Franchisee hereby absolutely assigns to THRI and/or
                                            its applicable Affiliates such rights (if any) which Master Franchisee has or may acquire
                                            in the Tim Hortons Marks and Tim Hortons Domain Names. THRI makes no express or implied warranty
                                            with respect to the validity, subsistence or otherwise of any of the Tim Hortons Marks and
                                            Tim Hortons Domain Names. Master Franchisee acknowledges that it may (but shall have no obligation
                                            to) conduct business utilizing some Tim Hortons Marks which have not been registered (“Unregistered
                                            Marks”) and that registration may not be granted for the Unregistered Marks.



 


		12.1.5	THRI represents
                                            that the Tim Hortons Marks set out in Schedule 3 are registered as stated in Schedule 3 as
                                            of the Original Commencement Date, but makes no express or implied warranty with respect
                                            to the validity of any of the Tim Hortons Marks, except as specifically disclosed in Schedule
                                            3. As of the Original Commencement Date, the Tim Hortons Marks and Tim Hortons Domain Names
                                            disclosed in Schedule 3 are subsisting and in full force and effect and have not been cancelled,
                                            expired or abandoned. Except as would not be reasonably expected to adversely affect the
                                            business to be conducted by Master Franchisee, and except as specifically disclosed in Schedule
                                            3, the Tim Hortons Marks specified in Schedule 3 do not infringe upon any intellectual property
                                            rights of third parties. In the event any Tim Hortons Marks infringe, or THRI or Master Franchisee
                                            has received notice that the Tim Hortons Marks are likely to infringe, upon the intellectual
                                            property rights of third parties, Master Franchisee will not be required to use such marks.
                                            Master Franchisee acknowledges that it may be conducting business utilizing Tim Hortons Marks
                                            which have not been registered and that registration may not be granted for Unregistered
                                            Marks, and that some of the Tim Hortons Marks may be subject to use by third parties unauthorized
                                            by THRI.



 


		12.1.6	THRI grants
                                            to Master Franchisee a royalty-free perpetual license to use the User Data throughout the
                                            Term in the Territory in connection with its performance under this Agreement provided such
                                            use is in compliance with applicable Law. THRI will make the User Data available at no additional
                                            charge to the Person or Persons who (or which) acquire Master Franchisee or the business
                                            of Master Franchisee in the Territory in accordance with the terms of the Investment Agreement,
                                            provided that such Person or Persons uses the User Data in compliance with applicable Law.



 






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CERTAIN PORTIONS OF
THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		12.2	Use.



 


Master
Franchisee must not use the Tim Hortons Marks and the Tim Hortons Domain Names which are registered in relation to any goods or services
other than the Goods and Services. Master Franchisee must use the Tim Hortons Marks and the Tim Hortons Domain Names which are applied
for or registered continuously throughout the Term in respect of the Goods and Services and notify THRI in writing promptly if it intends
to cease using or ceases using any of the Tim Hortons Marks and/or Tim Hortons Domain Names for any period of time. It is acknowledged
and agreed as follows:


 


		12.2.1	Master Franchisee
                                            may use the Tim Hortons Marks and Tim Hortons Domain Names only in such manner as THRI in
                                            its absolute discretion approves and must comply with any directions of THRI concerning the
                                            use of the Tim Hortons Marks and Tim Hortons Domain Names.



 


		12.2.2	Master Franchisee
                                            must ensure that the Tim Hortons Logo appears in all advertisements in the form approved
                                            by THRI and/or its Affiliates. Master Franchisee must ensure that, in all television advertisements,
                                            the Tim Hortons Logo appears in the tag line or final frames of the commercials in a manner
                                            acceptable to THRI and/or its Affiliates.



 


		12.2.3	Master Franchisee
                                            shall not use or display the Tim Hortons Marks and/or Tim Hortons Domain Names in a manner
                                            that is detrimental to the interests of THRI and/or its Affiliates.



 


		12.2.4	Master Franchisee
                                            shall place THRI’s copyright and THRI’s trademark notices on all materials prepared
                                            by Master Franchisee hereunder which utilize such rights. Placement of the relevant copyright
                                            and trademark notices shall be in such locations and styles as THRI may direct. Master Franchisee
                                            must not alter or deface the Tim Hortons Marks or Tim Hortons Domain Names in any manner.



 


		12.2.5	Master Franchisee
                                            may not use the Tim Hortons Marks and/or the Tim Hortons Domain Names in connection with
                                            rendering the Services pursuant to this Agreement in any manner likely to deceive or cause
                                            confusion, or use the Tim Hortons Marks and/or Tim Hortons Domain Names together with any
                                            other logos, names or trading styles, without THRI’s prior written consent, or use
                                            any other trademark or domain name which is identical or confusingly similar to the Tim Hortons
                                            Marks or Tim Hortons Domain Names.



 


		12.3	Control.



 


Master
Franchisee shall ensure that the character and quality of the Goods and Services sold or provided by Franchisees using the Tim Hortons
Marks and/or Tim Hortons Domain Names satisfy the Standards as modified by THRI from time to time. THRI has the right to require Master
Franchisee to submit to THRI for approval samples of the goods and of all documents, labels, packaging and other matter on which any
Tim Hortons Mark and/or Tim Hortons Domain Name will appear before use of such goods and as and when requested by THRI while such use
continues. At all reasonable times and with reasonable prior notice, THRI may inspect the premises and operations of Master Franchisee
to assess whether the Tim Hortons Marks and Tim Hortons Domain Names are being used in accordance with the terms and conditions of this
Agreement, including, but not limited to the Standards.


 






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THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		12.4	Infringement.



 


		12.4.1	If Master
                                            Franchisee becomes aware of any infringement or threatened infringement of any of the Tim
                                            Hortons Marks and/or Tim Hortons Domain Names, or of any conduct in relation to any of the
                                            Tim Hortons Marks and/or Tim Hortons Domain Names that might constitute passing off or misleading
                                            and deceptive conduct pursuant to applicable Law, or any Claim by a third party that use
                                            of any of the Tim Hortons Marks and/or Tim Hortons Domain Names is likely to deceive or cause
                                            confusion, infringes a third party’s rights, or constitutes passing off or misleading
                                            and deceptive conduct, Master Franchisee shall promptly notify THRI in writing giving THRI
                                            all the information concerning the Claim and shall not take any other steps in relation to
                                            the matters referred to in this clause 12.4.1 without the prior written consent of THRI.



 


		12.4.2	THRI and/or
                                            its Affiliates may, in its absolute discretion, commence proceedings in respect of any infringement
                                            of any Tim Hortons Mark and/or Tim Hortons Domain Name, or any other cause of action connected
                                            with a Tim Hortons Mark and/or Tim Hortons Domain Name, and, subject to clause 12.4.3, will
                                            have the full conduct of such proceedings.



 


		12.4.3	Master Franchisee
                                            shall join and assist in any action relating to the right to use or the validity of the Tim
                                            Hortons Marks and Tim Hortons Domain Names where requested by THRI and at THRI’s sole
                                            cost and expense. Master Franchisee may not institute any legal action or other proceeding
                                            based upon the Tim Hortons Marks and/or the Tim Hortons Domain Names without the prior written
                                            approval of THRI and except on the terms permitted by THRI.



 


		12.5	Remedies.



 


Should
Master Franchisee, having been notified by THRI that it is in default under this clause 12, fail to remedy the default as instructed
by THRI, THRI may, without limiting any other right or remedy THRI may have under or in connection with this Agreement, by its authorized
representative take such steps as it considers necessary to remedy the default, including the affixing of appropriate decals and the
giving of instructions to the Marketing Agency involved in an improper use of the Tim Hortons Marks and/or Tim Hortons Domain Names.


 






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THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
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13            TIM
HORTONS INTELLECTUAL PROPERTY RIGHTS


 


		13.1	Ownership/Validity.



 


Master
Franchisee disclaims any right or interest in and to the Tim Hortons Intellectual Property Rights. Master Franchisee hereby confirms
that during the Term, all Tim Hortons Intellectual Property Rights are and have at all times been the sole and exclusive property of
THRI and/or its Affiliates, and shall remain so after the termination of this Agreement. Master Franchisee may not at any time during
the Term or thereafter, (a) question, oppose, dispute or attack the validity, right, title or interest of THRI and/or any of its
Affiliates in the Tim Hortons Intellectual Property Rights, (b) create and develop any trademarks and/or other intellectual property
rights which are identical or similar to the Tim Hortons Intellectual Property Rights, nor (c) file any application or register
any trademarks and/or other intellectual property rights which are identical or similar to the Tim Hortons Intellectual Property Rights.
Master Franchisee acknowledges and agrees that it shall at all times use its commercially reasonable efforts to promote the value and
validity of the Tim Hortons Intellectual Property Rights and protect the rights and reputation of THRI in the Tim Hortons Intellectual
Property Rights. Without derogating from this clause 13.1, Master Franchisee agrees to assign and does hereby assign to THRI and/or its
Affiliates such rights (if any) which Master Franchisee has or may acquire in the Tim Hortons Intellectual Property Rights. THRI and/or
its Affiliates make no express or implied warranty with respect to the validity, subsistence or otherwise of any of the Tim Hortons Intellectual
Property Rights. Any unauthorized use of the Tim Hortons Intellectual Property Rights by Master Franchisee shall constitute a material
breach of this Agreement and an infringement of the rights of THRI and/or its Affiliates in and to THRI’s Intellectual Property
Rights. Master Franchisee shall include in its contracts with third-party suppliers, including any Marketing Agency, a provision prohibiting
the unauthorized use of the Tim Hortons Intellectual Property Rights. Upon termination of this Agreement, Master Franchisee shall immediately
terminate all use of the Tim Hortons Intellectual Property Rights, in connection with rendering the Services. If Master Franchisee or
its Affiliates, or their respective employees, develop any potential new trademark related to the Tim Hortons System for use in any Tim
Hortons Restaurant operated by Master Franchisee or a Franchisee, prior to using such trademark, Master Franchisee shall seek the prior
written permission of THRI and/or its Affiliates. Master Franchisee shall bear the cost of screening the potential new trademarks for
use in the Territory. THRI and/or its Affiliates shall determine in their sole discretion whether to register such trademark, and if
so, THRI shall be responsible for the costs of such registration. THRI and/or its Affiliates shall own any such trademarks and shall
take all steps reasonably necessary, at THRI’s sole cost and expense, to register and thereafter maintain such trademarks for use
in the Territory and such trademarks shall thereby be deemed to be on Schedule 3. Master Franchisee will cooperate with the Company in
such trademark registration.


 


		13.2	Use/Control.



 


Master
Franchisee agrees not to use the Tim Hortons Intellectual Property Rights other than for the purposes set out in this Agreement. Master
Franchisee shall at all times, both during the Term and following its termination, maintain in strict confidence the Standards and the
operational manuals, marketing information and methods, policies, procedures of THRI and/or its Affiliates and all information and knowledge
relating to the methods of operating and the functional know-how applicable to Tim Hortons Restaurants and the Tim Hortons System revealed
to Master Franchisee by THRI or any of its Affiliates, representatives or agents. Master Franchisee may not disclose the information
of THRI and/or its Affiliates referred to in this clause 13.2 to any third party, nor shall Master Franchisee use or permit any third
party to use this information or any part thereof for any purpose whatsoever, except that during the Term, Master Franchisee may disclose
to its employees, Franchisees and Marketing Agencies such of this information as may be necessary for carrying out its obligations under
this Agreement, subject to the terms and conditions of this Agreement. Master Franchisee shall ensure that each of its employees to whom
it discloses such information is aware of the confidential nature of such information and does not disclose such information to any third
parties, except as permitted by this clause 13.2. Master Franchisee shall also ensure that it will not disclose any information to any
Marketing Agencies without a signed written agreement from such Marketing Agencies to protect the confidentiality of such information.
If at any time Master Franchisee desires to use any trademark that is used or was created by THRI, its Affiliates or a franchisee of
Tim Hortons, but which is not yet registered in the Territory or listed in Schedule 3, and Master Franchisee demonstrates to THRI through
market research or internal test results or sales information that such trademark requires protection in the Territory, then THRI shall
take all steps reasonably necessary, at THRI’s sole cost and expense, to register and thereafter maintain such trademarks for use
in the Territory and such trademark shall thereby be deemed to be on Schedule 3.


 






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THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
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		13.3	Infringement.



 


		13.3.1	If Master
                                            Franchisee becomes aware of any infringement or threatened infringement of any of the Tim
                                            Hortons Intellectual Property Rights, Master Franchisee must promptly notify THRI in writing
                                            giving THRI all the information concerning the claim and must not take any other steps in
                                            relation to that infringement without the prior written consent of THRI.



 


		13.3.2	THRI and/or
                                            its Affiliates may, in their absolute discretion, commence proceedings in respect of any
                                            infringement of any of the Tim Hortons Intellectual Property Rights, or any other cause of
                                            action connected with Tim Hortons Intellectual Property Rights and will have the full conduct
                                            of such proceedings.



 


		13.3.3	Master Franchisee
                                            must join and assist in any action relating to the right to use or the validity of the Tim
                                            Hortons Intellectual Property Rights where requested by THRI and at THRI’s sole cost
                                            and expense. Master Franchisee may not institute any legal action or other proceeding based
                                            upon the Tim Hortons Intellectual Property Rights without the prior written approval of THRI
                                            and except on the terms permitted by THRI.



 


14            COMPETITION


 


		14.1	Master Franchisee
                                            acknowledges and agrees that the Tim Hortons System is unique, especially in the areas of
                                            building design, food preparation format, service format, menu, training program, audit routines,
                                            restaurant operations and related manuals, bookkeeping, marketing and advertising formats
                                            and in other areas not listed above, and THRI has valuable goodwill which it develops and
                                            maintains relating to these matters. Master Franchisee has no and shall have no proprietary
                                            interest whatsoever in the Tim Hortons System or any element thereof. Master Franchisee acknowledges
                                            further that no license has been or will be granted to them to use any part of the Tim Hortons
                                            System for any purpose other than the purposes contemplated by this Agreement and by the
                                            Company Franchise Agreement.



 






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THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
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		14.2	Except
                                            as described below in clause 14.3 Master Franchisee agrees, on behalf of itself and its Affiliates,
                                            that it shall not at any time acquire or own any ownership interest in, consult, open, operate
                                            or act as a franchisee for any Competitor, whether directly or indirectly, within the Territory
                                            or elsewhere, with the exception of purely financial investments where Master Franchisee
                                            or its Affiliates hold a passive stake of less than three percent (3%) in any publicly listed
                                            company without the ability to control the strategy and business of such company.



 


		14.3	Notwithstanding
                                            the foregoing or anything in this Agreement to the contrary, THRI acknowledges that Cartesian
                                            and/or its Affiliates, as of the date of this Agreement, operate the restaurant businesses
                                            set forth in Schedule 4 and shall be permitted to continue to operate such restaurant businesses
                                            in the Territory (the “Existing Businesses”). In respect of the Existing
                                            Businesses operated by Master Franchisee, and in the event that THRI permits Master Franchisee
                                            or an Affiliate of Master Franchisee to build, own or operate other businesses (which decision
                                            THRI may make in its absolute discretion), and whether or not such Existing Businesses or
                                            businesses constitute a Competitor, Master Franchisee represents and warrants that it shall
                                            have obtained all necessary consents and approvals from the owners of such other Existing
                                            Businesses, businesses or contracting parties related to those businesses (e.g., landlords,
                                            licensors, suppliers, service providers, etc.) to enter into this Agreement and own
                                            and operate the Restaurants as contemplated in this Agreement. Master Franchisee shall fully
                                            defend, indemnify and hold harmless the THRI Indemnified Parties against all Losses sustained
                                            or incurred by any THRI Indemnified Party arising directly or indirectly from any failure
                                            by Master Franchisee to obtain such consents and approvals.



 


		14.4	Master
                                            Franchisee agrees that the restrictions in this clause 14 are reasonable and necessary to
                                            avoid any real or potential conflict of interest and to protect the Tim Hortons System and
                                            the Confidential Information and other proprietary information
                                            of THRI and the legitimate business interests of THRI, as Master Franchisee has been specifically
                                            granted the right by THRI to establish and operate the food chain business using the Tim
                                            Hortons System, the Tim Hortons Marks and the Tim Hortons Intellectual Property Rights in
                                            the Territory, which incorporates all requisite information, technical know-how, expertise
                                            and guidance which Master Franchisee could not have otherwise acquired except through the
                                            rights and obligations set forth in this Agreement.



 


		14.5	This
                                            clause 14 shall remain in effect during the Term and the term of the Company Franchise Agreement
                                            and the Unit Addenda and shall continue for a period of one (1) year following the expiration
                                            or termination of this Agreement, the Company Franchise Agreement or any Unit Addenda, whichever
                                            is the last to expire or terminate.



 


15            TRAINING
AND OTHER SERVICES


 


		15.1	Training
                                            Services.



 


Master
Franchisee shall provide at its sole cost and expense, the following training services and courses (the “Training Services”)
in respect of all Direct-Owned Restaurants and Franchised Restaurants to ensure compliance with the Standards:


 


		15.1.1	An initial
                                            training program to be completed by operations directors and other above-restaurant and multi-unit
                                            managers, Restaurant Management teams and crew employed by Master Franchisee and Franchisees
                                            (the “Basic Training Program”);



 






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REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		15.1.2	Continuing
                                            training programs to be completed by operations directors and other above-restaurant and
                                            multi-unit managers, Restaurant Management teams and crew at Direct-Owned Restaurants and
                                            Franchised Restaurants, including product and equipment training, in accordance with the
                                            Tim Hortons Curriculum or as may otherwise be required by THRI to ensure compliance with
                                            the Standards, such training to be in the form that THRI, in its sole discretion, deems to
                                            be most appropriate in the circumstances, including on-line training and other forms of electronic
                                            training;



 


		15.1.3	At Master
                                            Franchisee’s option, leadership training, soft skills, multi-unit management training,
                                            problem-solving methodology and other training programs, as determined by Master Franchisee
                                            (collectively, “Optional Training Programs”); provided, however, that
                                            if Master Franchisee offers any Optional Training Programs, such programs must be aligned
                                            with the Basic Training Program and Master Franchisee must use THRI’s modules and content,
                                            if available;



 


		15.1.4	Training
                                            and monitoring of trainers engaged by Master Franchisee and Franchisees who own multiple
                                            Franchised Restaurants;



 


		15.1.5	Seek to
                                            ensure that any certified training restaurants comply with the Standards; and



 


		15.1.6	Follow up
                                            on the training recommendations made by THRI on the training needs of Master Franchisee’s
                                            and any Franchisee’s employees and/or management.



 


		15.2	Basic Training
                                            Program.



 


		15.2.1	The Basic
                                            Training Program shall be in the form that THRI, in its sole discretion, deems to be most
                                            appropriate in the circumstances to enable the Direct-Owned Restaurants and Franchised Restaurants
                                            to comply with the Standards and may be accomplished through, among other means, in-restaurant
                                            training, on-line and other electronic training, visits made by operations consultants, through
                                            printed and filmed reports, seminars and/or newsletter mailings or through electronic communications,
                                            including email.



 


		15.2.2	The Basic
                                            Training Program shall be conducted at training facilities and/or certified Restaurants approved
                                            by THRI and operated by Master Franchisee in the Territory, or, if no such certified training
                                            restaurants exist, at certified training restaurants owned by third parties at such location(s) determined
                                            by THRI. THRI reserves the right to modify the Basic Training Program, in its sole and complete
                                            discretion.



 


		15.2.3	For
                                            the avoidance of doubt, Master Franchisee shall be responsible for the cost of all training
                                            materials, such as workbooks, online and/or electronic content, all travel and living expenses
                                            relating to personnel of Master Franchisee to attend the Basic Training Program, other
                                            personal expenses incurred and materials provided to such personnel, and all fees and expenses
                                            charged by the operators of Tim Hortons Restaurants where the Basic Training Program is conducted.



 






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		15.2.4	A Restaurant
                                            must not open unless the operations director, Restaurant Management team and such other members
                                            of Master Franchisee’s or Franchisee's staff (as the case may be) charged with the
                                            responsibility for the day-to-day operation of such Restaurant have successfully completed
                                            the Basic Training Program.



 


		15.3	Tim Hortons
                                            Curriculum.



 


Master
Franchisee must use reasonable efforts to ensure that the Training Services referred to in this clause 15 are provided in strict compliance
with the Tim Hortons Curriculum. Once it is made available, THRI will provide Master Franchisee with the Confidential Operating Manual,
Tim Hortons Curriculum and other training aids to assist Master Franchisee in carrying out the Training Services referred to in this
clause 15. THRI will provide Master Franchisee with any necessary translations that THRI has prepared with respect to the Confidential
Operating Manual, Tim Hortons Curriculum and other training aids, to the extent that such translations are available at no additional
cost to THRI. Any copyright or other proprietary rights in and to any translated version of the Confidential Operating Manual, Tim Hortons
Curriculum and other training aids shall be the exclusive property of THRI. THRI authorizes Master Franchisee to reproduce the training
manuals and other training aids for the purposes of carrying out its obligations under this clause 15 at Master Franchisee’s cost
and expense.


 


		15.4	Pre-Opening
                                            and Opening Services.



 


Master
Franchisee must provide Pre-Opening Services and Opening Supervision Services as required under the Franchise Agreement in respect of
all Franchisees. “Pre-Opening Services” and “Opening Supervision Services” consist of such pre-opening
and opening supervision and assistance required by the Standards, including the standards, requirements and procedures from time to time
in the THRI Confidential Operating Manual applicable to the Territory, as modified by THRI from time to time.


 


		15.5	Anti-Corruption
                                            Training.



 


Master
Franchisee shall, at its sole cost and expense, attend and participate in any training required by THRI regarding compliance with Anti-Corruption
Laws, and Master Franchisee shall allow THRI and/or its representatives and consultants to audit the books and records of Master Franchisee
and each Franchisee to confirm compliance with any such Anti-Corruption Laws and/or other laws.


 









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16            MONITORING
SERVICES


 


		16.1	Master Franchisee
                                            shall provide, at its sole cost and expense and at THRI’s request, the following day-to-day
                                            monitoring services (collectively, the “Monitoring Services”) in respect
                                            of the Direct-Owned Restaurants and Franchised Restaurants to ensure compliance with the
                                            Standards:







 


		16.1.1	Subject,
                                            to clause 17.2, conduct, at a minimum, three visits per year of each Direct-Owned Restaurant
                                            and Franchised Restaurant and otherwise administer the process required by THRI to evaluate
                                            compliance by Master Franchisee and Franchisees with the Standards in the operation of their
                                            Tim Hortons Restaurants. THRI may require the use of third party vendors approved by THRI
                                            to perform such visits and Master Franchisee will engage such vendors to perform the services
                                            at Master Franchisee’s sole expense, provided that Master Franchisee may require Franchisees
                                            to reimburse Master Franchisee for the costs of such third party vendor with respect to their
                                            Franchised Restaurants (without any mark-up or other charges);



 


		16.1.2	Perform
                                            a periodic review of the operational and financial performance of each such Restaurant (which,
                                            in the case of multi-unit Franchisees, must be at least semi-annual);



 


		16.1.3	Provide
                                            ongoing advice about Restaurant operations, accounting cost control and inventory control
                                            systems;



 


		16.1.4	Communicate
                                            new developments, techniques and improvements of THRI in food preparation, equipment, products,
                                            packaging and restaurant management;



 


		16.1.5	Monitor
                                            sales performance and evaluate success of sales building activities;



 


		16.1.6	Develop
                                            monthly forecasts for sales and ticket count for each market within the Territory;



 


		16.1.7	Ensure customer
                                            complaints are dealt with appropriately;



 


		16.1.8	Develop
                                            yearly business plans with Master Franchisee and Franchisees and formally review such plans
                                            on a quarterly basis;



 


		16.1.9	Integrate
                                            plans proposed by Master Franchisee and Franchisees into overall plan for the market, with
                                            a focus on sales and financial performance;



 


		16.1.10	Identify
                                            opportunities and priorities to ensure proper allocation of existing resources to achieve
                                            goals;



 


		16.1.11	Provide
                                            general consulting advice in order to maintain safe, clean, and high quality Restaurant operations
                                            in the Territory;



 


		16.1.12	Provide
                                            consulting services regarding payroll processing, information technology support and business
                                            advice in finance, accounting and treasury activities;



 


	 	16.1.13	Provide advice regarding market planning and targeting; and




 






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		16.1.14	Evaluate
                                            local suppliers to improve terms of supply.



 


17            SERVICES
BY THRI


 


		17.1	THRI shall make
                                            the following available for use by Master Franchisee:



 


		17.1.1	the Basic
                                            Training Program in Canada pursuant to the terms of clause 15.2.3;



 


		17.1.2	the benefit
                                            of such new products and cooking techniques as THRI may approve from time to time;



 


		17.1.3	the benefit
                                            of THRI’s marketing ideas and concepts developed by or for THRI for use by the Tim
                                            Hortons System, provided that all of THRI’s obligations to make these elements available
                                            shall be limited to the extent that THRI, in its sole discretion, deems them appropriate
                                            for use in the Territory, and, where intellectual property rights of third parties are involved,
                                            to the extent that such third parties have consented to the use of such rights in the Territory;



 


		17.1.4	advice regarding
                                            the choice of Marketing Agency;



 


		17.1.5	the provision
                                            of supply quality assurance standards to evaluate and approve the suppliers and distributors
                                            proposed by Master Franchisee in the Territory;



 


		17.1.6	collaboration
                                            and advice in the preparation of an annual Marketing Calendar in accordance with the Global
                                            Marketing Policy;



 


		17.1.7	advice regarding
                                            the parameters within which Master Franchisee may from time to time authorize marketing and
                                            promotional concepts and materials; and



 


		17.1.8	technical
                                            support and advice to enable local suppliers to become Approved Suppliers.



 


		17.2	Notwithstanding
                                            anything to the contrary set forth in this Agreement, for a period of six (6) years
                                            after the opening of the first Direct-Owned Restaurant in the Territory, THRI will, (a) engage
                                            a vendor, at THRI’s sole cost and expense, to conduct visits of each Direct-Owned Restaurant
                                            three times per year to evaluate Master Franchisee’s compliance with the Standards
                                            in the operation of such Direct-Owned Restaurant, and (b) use commercially reasonable
                                            efforts to cause such vendor to charge the same fee per visit to conduct inspections of Franchised
                                            Restaurants as THRI pays for the Direct-Owned Restaurants, which fee, as between THRI and
                                            Master Franchisee, shall be the sole responsibility of Master Franchisee at all times; provided
                                            that Franchisees may reimburse Master Franchisee for the costs of such third party vendor
                                            with respect to their Franchised Restaurants (without any mark-up or other charges).



 


	 	17.3	The contemplated services will be rendered by THRI inside or outside of the Territory, as determined by THRI. THRI shall make available all of the foregoing to Master Franchisee which shall in turn have sole responsibility for passing on to all Franchisees in the Territory the benefit of the information and guidance provided by THRI.




 






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18            DEFAULT
AND TERMINATION


 


		18.1	Without prejudice
                                            to any other rights or remedies of THRI under this Agreement or at Law, upon the occurrence
                                            of any of the following events (each, an “Event of Default”), Master Franchisee
                                            shall be in default of this Agreement and THRI may, at its election, by written notice to
                                            Master Franchisee, terminate the Development Rights or this Agreement in its entirety with
                                            immediate effect (but with due regard for the cure periods set forth below, if any):



 


		18.1.1	if Master
                                            Franchisee (or any Approved Subsidiary) fails to pay to THRI (or its designee) when due any
                                            amounts payable under this Agreement in excess of US$25,000 and does not cure such failure
                                            within thirty (30) Days of written notice from THRI;



 


		18.1.2	if
                                            Master Franchisee fails to achieve the applicable Target for
                                            any Development Year, subject to the provisions of this Agreement and the Development Schedule;



 


		18.1.3	if Master
                                            Franchisee fails to comply with any of the other obligations in clause 6 (Development
                                            Obligations);



 


		18.1.4	if (i) Master
                                            Franchisee assigns, transfers, charges, encumbers, sublicenses or otherwise disposes of this
                                            Agreement or the Development Rights granted to Master Franchisee hereunder in violation of
                                            clause 21 (Assignment and Transfer), (ii) Master Franchisee or any Affiliate
                                            thereof duplicates or attempts to duplicate the Tim Hortons System or any Other Brands owned
                                            by THRI or any Affiliate of THRI, (iii) Master Franchisee or any Affiliate thereof violates
                                            any of the provisions set forth in clause 19 (Confidentiality), or (iv) Master
                                            Franchisee acquires an interest in a Competitor or otherwise violates any of the provisions
                                            set forth in clause 14 (Competition);



 


		18.1.5	if
                                            Master Franchisee fails (i) to pay to THRI (or its designee) when due any amounts payable
                                            under the Company Franchise Agreement or any Unit Addendum and does not cure such failure
                                            within sixty (60) Days from written notice by THRI, or (ii) to comply in any material
                                            respect with the other terms of the Company Franchise Agreement (which failure to comply
                                            is not cured within the applicable cure period set forth in the Company Franchise Agreement);



 


		18.1.6	if a Franchisee
                                            is in breach of any material term of any Franchise Agreement (excluding any breach cured
                                            within the applicable cure period set out in the respective Franchise Agreement) and where
                                            such breach is not cured during the applicable cure period, THRI then directs Master Franchisee
                                            to terminate the relevant Franchise Agreement and Master Franchisee fails to issue a notice
                                            of termination to the Franchisee within thirty (30) Days after THRI notifies Master Franchisee
                                            in writing thereof;



 






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		18.1.7	if Master
                                            Franchisee fails to provide in a material respect any of the Services in compliance with
                                            the terms and conditions of this Agreement;



 


		18.1.8	if Master
                                            Franchisee or any Approved Subsidiary seeks any type of relief under the provisions of a
                                            bankruptcy or insolvency law; or if Master Franchisee or any Approved Subsidiary becomes
                                            insolvent or makes a general assignment for the benefit of creditors or there is a similar
                                            arrangement among Master Franchisee’s or any Approved Subsidiary’s creditors;
                                            or any Person files a petition or application seeking to have Master Franchisee or any Approved
                                            Subsidiary adjudicated bankrupt or insolvent or if proceedings for a composition with creditors
                                            under the applicable Law is instituted by or against Master Franchisee or any Approved Subsidiary,
                                            and the action is not dismissed within ninety (90) Days after it is filed; or Master Franchisee
                                            or any Approved Subsidiary admits in writing the inability to pay any debts as they fall
                                            due; or a receiver or other administrator (permanent or temporary) is appointed over all
                                            or any of the assets of Master Franchisee or any Approved Subsidiary; or any administrator
                                            or liquidator is appointed over Master Franchisee or any Approved Subsidiary by any competent
                                            court or under any Law including under an order for a suspension of proceedings or Master
                                            Franchisee or any Approved Subsidiary takes any action to liquidate or wind up;



 


		18.1.9	if Master
                                            Franchisee (directly or through any Affiliate), challenges the validity of any of the Tim
                                            Hortons Marks or copyright or other Tim Hortons Intellectual Property Rights or Other Marks;



 


		18.1.10	if any
                                            information, representation or warranty provided by Master Franchisee or its shareholders
                                            to THRI or its Affiliates is materially false or misleading when provided;



 


		18.1.11	any wilful
                                            and material misappropriation of the Advertising Fund, Ad Fund Account, Advertising Contributions
                                            or any part thereof by Master Franchisee or its designee;



 


		18.1.12	if Master
                                            Franchisee, or any board member or senior officer of Master Franchisee or any Affiliate thereof
                                            engages in any conduct which is materially deleterious to, or could reasonably be expected
                                            to have a material adverse effect on the reputation of Master Franchisee, such Affiliate,
                                            THRI or the Tim Hortons brand, and the senior officer or board member is not removed from
                                            his or her position within thirty (30) Days after THRI notifies Master Franchisee in writing
                                            thereof (it being understood that such person may not be reinstated without THRI’s
                                            prior written approval); or



 


		18.1.13	if Master
                                            Franchisee fails to comply in any material respect with any of the other terms, provisions
                                            or conditions of this Agreement and fails to rectify the same within sixty (60) Days after
                                            THRI notifies Master Franchisee in writing thereof, subject to clause 11.7.



 






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		18.2	Upon the occurrence
                                            of any of the events set out below in this clause 18.2, Master Franchisee may by giving written
                                            notice to THRI by registered letter, return receipt required, terminate this Agreement in
                                            its entirety before the expiry of the Term:



 


		(a)	if THRI assigns,
                                            transfers, charges, encumbers, sublicenses or otherwise disposes of this Agreement in violation
                                            of clause 21;



 


		(b)	if
                                            a court or tribunal of competent jurisdiction issues a
                                            final and non-appealable judgment determining that any of the Tim Hortons Core Marks materially
                                            infringes the Intellectual Property Rights of any third party in the Territory and THRI is
                                            unable to procure for Master Franchisee the continued right to use the relevant Tim Hortons
                                            Core Mark or a valid substitute thereof in the Territory on substantially the same terms
                                            and for the purposes envisaged in this Agreement;



 


(c)            if
THRI terminates the Company Franchise Agreement in its entirety; or


 


		(d)	if any circumstance,
                                            event or fact leads to (i) a material deterioration in the reputation of the Tim Hortons
                                            brand (other than a deterioration which arises from any act or omission by Master Franchisee
                                            or any of its Affiliates); and (ii) as a result thereof, the ultimate parent of THRI
                                            (the “Parent”) seeks any type of relief under the provisions of a bankruptcy
                                            or insolvency law; or if there is an arrangement among the Parent’s creditors; or any
                                            Person files a petition or application seeking to have the Parent adjudicated bankrupt and
                                            the action is not dismissed within sixty (60) Days after it is filed; or the Parent admits
                                            in writing or upon sworn oath the inability to pay any debts as they fall due; or a receiver
                                            or other administrator (permanent or temporary) is appointed over all or any of the assets
                                            of the Parent; or any administrator or liquidator is appointed over the Parent by any competent
                                            bankruptcy court or under any other law including under an order for a suspension of proceedings
                                            or the Parent takes any action to liquidate or wind up.



 


		18.3	Master Franchisee,
                                            may, pursuant to Article 12 of the Commercial Franchise Administration Regulation promulgated
                                            by the State Council of China and effective as of May 1, 2007, terminate this Agreement
                                            within seven (7) days after the signing date of this Agreement (“Termination
                                            Period”). Master Franchisee further acknowledges that the foregoing seven-day Termination
                                            Period has been agreed to by THRI and Master Franchisee based on their negotiations and reflects
                                            a truthful allocation of risks and liabilities after taking into account all of the relevant
                                            factors in entering into this Agreement. In the event that Master Franchisee elects to terminate
                                            this Agreement pursuant to this clause 18.3:



 


		18.3.1	Master
                                            Franchisee shall, within the foregoing Termination Period, send the original copy of a written
                                            notice to terminate this Agreement (“Termination Notice”) to THRI by hand-delivery
                                            or registered air mail, postage fully prepaid. Master Franchisee shall clearly state its
                                            decision to terminate this Agreement in such Termination Notice, which shall be signed by
                                            the legal representative of Master Franchisee and affixed with the corporate seal
                                            of Master Franchisee. This Agreement may be terminated pursuant to this clause 18.3 only
                                            after THRI actually receives the original copy of the Termination Notice that meets the foregoing
                                            requirements. For the avoidance of doubt, if THRI does not receive the Termination Notice
                                            that meets all of the foregoing requirements, this Agreement shall not be terminated and
                                            shall continue in full force and effect and be binding upon THRI and Master Franchisee.



 






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		18.3.2	If this
                                            Agreement is terminated pursuant to this clause 18.3, Master Franchisee shall comply with
                                            all relevant responsibilities herein upon termination of this Agreement (including, without
                                            limitation, the obligations provided in clause 18.4 below).



 


		18.4	Upon
                                            the occurrence of an MDA Termination Event, all rights granted to Master Franchisee under
                                            this Agreement shall terminate, subject to the Surviving Provisions. From and after the date
                                            of the MDA Termination Event (the “Termination Date”) and without prejudice
                                            to all other rights and remedies available to THRI under applicable Law or in equity:



 


		18.4.1	Master Franchisee
                                            shall have no further right or entitlement to develop, establish and operate new Direct-Owned
                                            Restaurants in the Territory without THRI’s prior written approval, which THRI may
                                            withhold in its sole discretion.



 


		18.4.2	Master Franchisee
                                            shall have no further right or entitlement to license to Franchisees the right to develop,
                                            establish and operate new Franchised Restaurants in the Territory, without THRI’s prior
                                            written approval, which THRI may withhold in its sole discretion.



 


		18.4.3	THRI and/or
                                            its designee may develop, open, operate or approve third parties to develop, open and operate
                                            new Tim Hortons Restaurants in the Territory, and Master Franchisee shall not oppose or otherwise
                                            interfere with such business by THRI and/or its designee in any manner whatsoever.



 


		18.4.4	For the
                                            avoidance of doubt, if Master Franchisee has entered into any Territory Development Agreements
                                            prior to the occurrence of an MDA Termination Event, the Territory Development Agreements
                                            shall automatically terminate effective as of the Termination Date. Master Franchisee shall
                                            ensure that all Territory Development Agreements shall provide for termination upon the occurrence
                                            of an MDA Termination Event.



 


		18.5	In
                                            the event that THRI, in its sole discretion, determines
                                            that Export Control Laws restrict specific activities contemplated pursuant to this Agreement,
                                            THRI may suspend performance of this Agreement as may be required to comply with Export Control
                                            Laws. Master Franchisee will cooperate with THRI and provide any information or documentation
                                            reasonably requested to assist in such determinations. Any act or refusal to act by either
                                            Party that is required for compliance with Export Control Laws shall not be considered a
                                            breach of this Agreement.



 


		18.6	Notwithstanding
                                            the occurrence of an MDA Termination Event, (a) the rights and obligations of Master
                                            Franchisee under the Company Franchise Agreement shall remain unaffected solely by reason
                                            of such termination, and (b) any Franchise Agreements in effect as of the Termination
                                            Date (such agreements, the “Prior Agreements”) shall remain in full force
                                            and effect, and Master Franchisee shall be entitled to continue to receive payments thereunder;
                                            provided, however, that (i) the Surviving Provisions shall survive the expiration or
                                            termination of this Agreement and remain in full force and effect until the expiration or
                                            termination of the last remaining Prior Agreement, and (ii) Master Franchisee shall
                                            have no right to renew or extend the term of any Prior Agreement after the expiration date
                                            of such Prior Agreement.



 






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		18.7	After the Termination
                                            Date, at THRI’s request, the Parties will work together and use commercially reasonable
                                            efforts to establish and agree on a transition plan for the orderly transition of the Services
                                            from Master Franchisee to THRI or its designee. The transition period shall commence as soon
                                            as practicable following the Termination Date and continue until THRI notifies Master Franchisee
                                            that it no longer desires Master Franchisee to provide the Services (such period, the “Transition
                                            Period”). During the Transition Period, Master Franchisee shall continue to provide
                                            the Services to all of the Restaurants in the Territory in accordance with the terms of this
                                            Agreement at its sole expense. Should THRI elect or deem it necessary to provide any of the
                                            Services during the Transition Period, Master Franchisee shall as far as possible make available
                                            to THRI or its designee, at THRI’s cost, those of its staff as are directly suited
                                            to be engaged by THRI or its designee in the service roles which it is taking over from Master
                                            Franchisee.



 


		18.8	Except as otherwise
                                            expressly permitted under the Company Franchise Agreement and each Unit Addendum or as otherwise
                                            set forth herein, upon termination of this Agreement:



 


		18.8.1	All rights
                                            of Master Franchisee under this Agreement shall terminate, and Master Franchisee must promptly
                                            cease all use of the Tim Hortons Marks, the Tim Hortons Domain Names, the Tim Hortons Intellectual
                                            Property Rights and the Tim Hortons System; promptly cease any sales or distribution of Goods
                                            and Services bearing any of the Tim Hortons Marks or Tim Hortons Domain Names; promptly discontinue
                                            use of letterhead, advertising, invoices, labels or packaging on which any of the Tim Hortons
                                            Marks or Tim Hortons Domain Names appear or which embody any of the Tim Hortons Intellectual
                                            Property Rights.



 


		18.8.2	Regardless
                                            of any dispute among the Parties hereto, including disputes concerning the payment of money,
                                            Master Franchisee shall transfer and assign, together with any copyrights thereon, and shall
                                            ship or deliver to THRI (or if THRI prefers, to any other entity) all property and materials
                                            belonging to or purchased for THRI that are in the possession or control of Master Franchisee,
                                            including all materials (whether in paper and/or electronic format) containing the Tim Hortons
                                            Marks, Tim Hortons Domain Names and the Tim Hortons Intellectual Property Rights, all manuals,
                                            artwork, colour separations, research, Tim Hortons Advertising Materials and all other materials,
                                            layouts, scripts, websites, commercials and computerized data files, Confidential Information
                                            and all other information regarding THRI’s advertising, sales, market surveys and all
                                            rights and claims thereto within thirty (30) Days after the Termination Date, or shall destroy
                                            under THRI’s supervision all copies thereof, at THRI’s option, and allow THRI
                                            access to same, it being understood that no extra compensation is to be paid to Master Franchisee
                                            for its services in connection with this transfer or access.



 


	 	18.8.3	Master Franchisee must, within thirty (30) Days of the Termination Date, do all things necessary to de-register or transfer to THRI, at THRI’s sole discretion and Master Franchisee’s sole cost and expense, any domain names registered to or held or used by Master Franchisee which include or incorporate any Tim Hortons Marks or words substantially identical with or deceptively similar to any Tim Hortons Marks and any Tim Hortons Domain Names.




 






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		18.8.4	If Master
                                            Franchisee is unable or fails to execute any document, which is necessary to carry out Master
                                            Franchisee’s obligations under this clause 18.8 following termination of this Agreement,
                                            Master Franchisee hereby irrevocably appoints THRI as its attorney to execute such document
                                            on its behalf, with the right to do any and all acts and things reasonably necessary to give
                                            effect to such document.



 


		18.8.5	All obligations
                                            of Master Franchisee under this clause 18.8 must be performed by Master Franchisee at its
                                            sole cost.



 


		18.8.6	The failure
                                            of THRI to terminate this Agreement or the Development Rights upon the occurrence of one
                                            or more Events of Default shall not constitute a waiver or otherwise affect the right of
                                            THRI to terminate this Agreement or the Development Rights because of a continuing or subsequent
                                            failure to cure one or more Events of Default or otherwise limit THRI’s right to pursue
                                            any and all other remedies available at Law or in equity.



 


19       CONFIDENTIALITY


 


		19.1	The term “Confidential
                                            Information” as used in this Agreement means all confidential and proprietary information
                                            of THRI or any of its Affiliates, including without limitation, THRI’s or any of its
                                            Affiliates’ trade dress, restaurant and packaging design specifications and strategies,
                                            brand standards, any information relating to business plans, branding and design, equipment,
                                            operations manuals, including the Confidential Operating Manual, and other Standards, specifications
                                            and operating procedures, training material, marketing and business information, marketing
                                            strategy and marketing programs, plans and methods, food specifications (including recipes,
                                            coffee brewing methods and other trade secrets for Proprietary Products), details of suppliers
                                            and distributors, and sources of supply and distribution, sales, contractual and financial
                                            arrangements of THRI and its Affiliates and service providers, User Data and all other information
                                            and knowledge relating to the methods of operating and the functional know-how applicable
                                            to Tim Hortons Restaurants and the Tim Hortons System and any other system or brand operated
                                            by THRI or any of its Affiliates revealed by or at the direction of THRI or any of its Affiliates
                                            to Master Franchisee or any of its Affiliates.



 


		19.2	Master Franchisee
                                            acknowledges the uniqueness of the Tim Hortons System and that THRI and/or its Affiliates
                                            are making the Confidential Information available to Master Franchisee for the purpose of
                                            operating the Restaurants. Master Franchisee agrees that it would be an unfair method of
                                            competition for Master Franchisee to use or duplicate or to allow others to use or duplicate
                                            any of the Confidential Information. Master Franchisee, therefore, must:



 


		19.2.1	at all times,
                                            both during the Term and following its termination or expiration, maintain the Confidential
                                            Information in strict confidence;



 


		19.2.2	use the
                                            Confidential Information only in the operation, franchising and development of the Restaurants;



 


		19.2.3	not disclose
                                            the Confidential Information to any Person except those officers, employees and professional
                                            advisers of Master Franchisee who have a specific need to have access to it for the operation
                                            of the Restaurants or provision of the Services, who have been made aware of the terms on
                                            which it has been disclosed to Master Franchisee, and who agree to maintain its confidentiality.
                                            Master Franchisee is responsible for any unauthorized disclosure of the Confidential Information
                                            by Persons to whom Master Franchisee has disclosed it;



 






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		19.2.4	approve
                                            internal documents required for all employees of Master Franchisee containing the rules pertaining
                                            to the use of Confidential Information and impose an obligation not to disclose the Confidential
                                            Information in the employment agreements signed with its employees;



 


		19.2.5	not permit
                                            anyone to reproduce, copy or exhibit any portion of the Confidential Operating Manual or
                                            any other Confidential Information received from THRI;



 


		19.2.6	if none
                                            of this Agreement, the Company Franchise Agreement, any Unit Addenda, or any Franchise Agreement
                                            is in effect, return, delete or destroy the Confidential Information received from THRI immediately
                                            upon receipt of a request from THRI to do so;



 


		19.2.7	at THRI’s
                                            request, execute an agreement similar in substance to this clause in a form acceptable to
                                            THRI and naming THRI as a third party beneficiary with the independent right to enforce such
                                            agreement; and



 


		19.2.8	fulfil all
                                            other formalities required under applicable Law in order to ensure the trade secret regime
                                            in respect of any information and documents related to the Tim Hortons System.



 


		19.3	Master Franchisee
                                            will not disclose the terms and conditions of this Agreement or any other Transaction Agreement
                                            to any Person whatsoever, other than Master Franchisee’s professional advisors with
                                            a need to know such information, without the prior written consent of THRI, which consent
                                            may be withheld in THRI’s sole discretion.



 


		19.4	In
                                            addition, Master Franchisee agrees that it shall not, at any time, whether before or after
                                            the Original Commencement Date, issue any press release
                                            or any other statement, broadcast, podcast, advertisement, circular, newsletter or other
                                            forms of information in relation to this Agreement, the Company Franchise Agreement or any
                                            Unit Addendum or the Tim Hortons business in the Territory to the public unless the contents
                                            of such information release have been approved in writing by THRI prior to dissemination.
                                            Master Franchisee must submit a request in writing for approval of THRI for all public relations
                                            material (for example, press releases or information statements) relating to any aspect of
                                            the Tim Hortons System, ingredients in menu items, public health issues, nutritional issues,
                                            or any other matter which may reasonably be expected to have an adverse impact on the public
                                            perception of the brand or reputation of THRI before using any such material, and THRI shall
                                            use commercially reasonable efforts to respond to such request for approval within two (2) Business
                                            Days.



 


		19.5	Notwithstanding the foregoing, “Confidential Information” shall not include the following (and, for greater certainty only, in such circumstances the obligations of confidentiality stipulated under this clause 19, as well as the penalties or remedies related to a breach thereof, shall not apply):




 










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		19.5.1	Information
                                            existing in the public domain by or through public use, publication, general knowledge or
                                            the like;



 


		19.5.2	Information
                                            properly obtained by the receiving party from a third party having no obligation of confidentiality
                                            to the disclosing party;



 


		19.5.3	Information
                                            legally required to be disclosed pursuant to a subpoena, or order of a court or administrative
                                            agency, provided the receiving party immediately notifies the disclosing party of such subpoena
                                            or order so that the disclosing party can seek a protective order or take other appropriate
                                            action;



 


		19.5.4	Information
                                            which can be shown to be properly in the receiving party’s possession before receipt
                                            from the disclosing party;



 


		19.5.5	Information
                                            which is disclosed by the disclosing party to a third party without a duty of confidentiality
                                            on the third party; or



 


		19.5.6	Information
                                            which is disclosed by the receiving party with the disclosing party’s prior written
                                            consent.



 


20        INDEMNIFICATION
AND INSURANCE


 


		20.1	Master Franchisee
                                            shall, at its own expense, defend, indemnify and hold harmless the THRI Indemnified Parties,
                                            with counsel reasonably acceptable to THRI, from and against any and all Losses sustained
                                            or incurred by the THRI Indemnified Parties, or any one or more of them, based upon or arising
                                            directly or indirectly out of any breach of this Agreement or negligent act, error or omission
                                            in connection with this Agreement by Master Franchisee or its employees or agents; and any
                                            Claim by or liability to any Franchisee in the Territory by reason of any material failure
                                            by Master Franchisee to provide Services in accordance with this Agreement.



 


		20.2	Without limiting
                                            the generality of the foregoing, Master Franchisee shall defend, indemnify and hold harmless
                                            the THRI Indemnified Parties from and against Losses arising out of or in connection with
                                            one or more of the following:



 


		20.2.1	Master Franchisee’s
                                            offering or sale of franchises for Franchised Restaurants;



 


		20.2.2	the performance
                                            of Master Franchisee under the Company Franchise Agreement, under any of the Territory Development
                                            Agreements and the Franchise Agreements, the operation of Direct-Owned Restaurants and Franchised
                                            Restaurants, including any action taken by Master Franchisee to enforce compliance by Franchisees
                                            with the obligations under the Franchise Agreements, and any product liability Claims;



 


		20.2.3	the quality
                                            or quantity of advertising or promotional materials produced and paid for from the Advertising
                                            Fund, to the extent not substantially compliant with this Agreement;



 






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		20.2.4	any material
                                            prepared or supplied by Master Franchisee or any Affiliate thereof under this Agreement or
                                            any material prepared or supplied by THRI for a market other than the Territory that THRI
                                            has made available to Master Franchisee for use in the Territory, including, but not limited
                                            to, Claims, causes of action and suits alleging libel, slander, defamation, invasion of privacy,
                                            plagiarism, piracy, idea or trade secret misappropriation, trademark or copyright infringement,
                                            other violations of intellectual property rights or any other failure of Master Franchisee
                                            or any Affiliate thereof to comply with any applicable Laws, notwithstanding the fact that
                                            the material may have been approved by THRI (hereinafter, “Intellectual Property
                                            Claims”), but excluding any Intellectual Property Claims relating to ownership
                                            and validity of the Tim Hortons Marks or the Tim Hortons Domain Names;



 


		20.2.5	deceptive
                                            or fraudulent activities, corporate malfeasance, negligence or misconduct in connection with
                                            Master Franchisee’s performance under this Agreement, which is determined by a final
                                            court judgment or arbitral award;



 


		20.2.6	any material
                                            Claim, action or demand of any kind or nature whatsoever brought by any employee, agent,
                                            subcontractor or independent contractor of Master Franchisee, any employee of any agent,
                                            subcontractor or independent contract of Master Franchisee, or an Affiliate thereof;



 


		20.2.7	any injury
                                            or death to natural persons, or injury or damage to property, during the rendering of Services
                                            required of Master Franchisee hereunder, if it is ruled by a final court judgment or arbitral
                                            award that such injury occurred in whole or in part as a result of acts of Master Franchisee
                                            or its employees or agents, whether said loss is sustained by THRI or any other Person(s) or
                                            third parties; and



 


		20.2.8	any failure
                                            of Master Franchisee or any of its Affiliates to properly remit any tax payments required
                                            hereunder.



 


		20.3	Master Franchisee’s
                                            indemnification obligations hereunder shall be in effect from the Original Commencement Date
                                            and shall survive the termination of this Agreement and continue for one (1) year after
                                            the expiry of the statute of limitations applicable to any such Claim on the condition that
                                            a matter covered by this indemnity has arisen before the termination of this Agreement.



 


		20.4	The right to indemnity hereunder shall exist notwithstanding that joint or several liability may be imposed upon the THRI Indemnified Parties by statute, ordinance, regulation or judicial decision. Master Franchisee’s obligation to defend and indemnify the THRI Indemnified Parties is separate and distinct from its obligation to maintain insurance under this Agreement and the Company Franchise Agreement, and is not limited by the amount of insurance required by THRI under this Agreement and the Company Franchise Agreement.






 






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		20.5	Notwithstanding
                                            the foregoing, no THRI Indemnified Party shall be indemnified or held harmless from any Losses
                                            to the extent that such Losses result from the negligence or willful misconduct of any such
                                            THRI Indemnified Party, as determined by a court of competent jurisdiction pursuant to a
                                            final and unappealable judgment (a “Final Judgment”), provided that (i) if
                                            Master Franchisee has assumed the defense of the Claim, Master Franchisee will advance all
                                            costs and expenses in connection with the defense of the Claim as such costs and expenses
                                            are incurred until such time as there is a Final Judgment, (ii) if the THRI Indemnified
                                            Party assumes the defense of the Claim, Master Franchisee will pay all costs and expenses
                                            in connection with the defense of the Claim as such costs and expenses are incurred until
                                            such time as there is a Final Judgment; and (iii) if the Final Judgment determines that
                                            any THRI Indemnified Party has contributed to the Losses through its own contributory negligence
                                            or willful misconduct, THRI shall repay to Master Franchisee a portion of the amount advanced
                                            by Master Franchisee or paid to the THRI Indemnified Party in proportion to the degree of
                                            contributory negligence of such THRI Indemnified Party, as determined in such Final Judgment.



 


		20.6	Notwithstanding
                                            anything to the contrary in this clause 20, any sum recovered by the relevant THRI Indemnified
                                            Party through insurance or otherwise (less any reasonable out-of-pocket expenses incurred
                                            by such THRI Indemnified Party in recovering the sum and any tax attributable to or suffered
                                            in respect of the sum recovered) will reduce the amount of the Losses in respect of which
                                            a Claim can be made under clause 20.1 or clause 20.2 by an equivalent amount.



 


		20.7	THRI shall advise
                                            Master Franchisee if it receives notice that a Claim has been or will be filed with respect
                                            to a matter covered by this indemnity and provide Master Franchisee with such information
                                            as Master Franchisee may reasonably require to assume the defense of the Claim. In such event,
                                            Master Franchisee shall be given the opportunity to assume the defense thereof with counsel
                                            reasonably acceptable to THRI, and THRI shall have the right to participate in the defense
                                            of any Claim against THRI that is assumed by Master Franchisee at THRI’s own cost and
                                            expense. THRI and Master Franchisee shall consult with counsel in connection with any proposed
                                            settlement to assess and determine the viability of any Claim and the appropriate amount
                                            of the proposed settlement. Master Franchisee shall not, without the prior written consent
                                            of the applicable THRI Indemnified Parties, settle, compromise or offer to settle or compromise
                                            any such Claim unless the terms of such settlement provide for (a) a full and unqualified
                                            release of the THRI Indemnified Parties, (b) no admission of liability, fault or violation
                                            of Law or contract, and (c) no relief other than payments of monetary damages that are
                                            not to be paid by the THRI Indemnified Parties, subject to clause 20.5.



 


		20.8	Notwithstanding
                                            the foregoing, at THRI’s option, THRI may hire attorneys of its own choice, to manage
                                            and defend any Claim, at Master Franchisee’s cost, risk and expense; provided, however,
                                            that THRI will not consent to the entry of any judgment or enter into any settlement without
                                            Master Franchisee’s prior written consent, which consent will not be unreasonably withheld
                                            or delayed.



 









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		20.9	For as long
                                            as this Agreement remains in effect and for three years thereafter (which may be satisfied
                                            by a prepaid tail policy), Master Franchisee shall maintain the following insurance:



 


		20.9.1	Commercial
                                            General Liability coverage on a per occurrence form, that includes broad form coverage for
                                            “contractual liability,“ “property damage,“ “products liability,“
                                            “bodily injury,“ “advertising injury,“ and “personal injury“
                                            liability as those terms are defined in Insurance Services Office (ISO) Form CG00-01
                                            or its equivalent. The policies shall provide the minimum limits of no less than the amounts
                                            set forth below, contain a waiver subrogation in favour of the THRI Indemnified Parties,
                                            and name as additional insureds by policy endorsement the THRI Indemnified Parties. Advertising
                                            injury coverage provided under the Commercial General Liability insurance must include coverage
                                            for Claims arising out of or related to: (i) invasion or infringement or interference
                                            with the right of privacy or publicity, whether under common law or statutory law; (ii) infringement
                                            of copyright or trademark, whether under statutory or common law; (iii) libel, slander
                                            or other forms of defamation; and (iv) plagiarism, piracy or unfair competition resulting
                                            from the alleged unauthorized use of titles, formats, ideas, characters, plots, performers,
                                            or other material.



 


		20.9.2	Workers’
                                            Compensation coverage that includes all coverage required under the laws of each province
                                            or part of the Territory in which Master Franchisee conducts business operations in any way
                                            related to the THRI Indemnified Parties and should contain a waiver subrogation in favour
                                            of the THRI Indemnified Parties.



 


		20.9.3	Prior to
                                            the opening of the first Franchised Restaurant, Error and Omissions or Advertising Agency
                                            Professional Liability Insurance insuring the contractual liability assumed by Master Franchisee
                                            under this Agreement, with respect to Intellectual Property Claims. The policy shall provide
                                            the minimum limits of no less than the amounts set forth below, contain a waiver subrogation
                                            in favour of the THRI Indemnified Parties, and name the THRI Indemnified Parties as additional
                                            insureds by policy endorsement.



 


		20.9.4	All risks
                                            property insurance, providing coverage for fire, lightning, explosion, windstorm, typhoon,
                                            flood and earthquake or other natural or man-made disaster, shall be maintained for the full
                                            replacement value of a Direct-Owned Restaurant which is sufficient to satisfy any co-insurance
                                            clause contained in the policy, provided that where the Direct-Owned Restaurant is a leasehold,
                                            cover rental insurance shall not be required.



 


		20.9.5	Business
                                            interruption insurance to insure Master Franchisee for losses incurred as a result of business
                                            interruption, providing coverage for fire, lightning, explosion, windstorm, typhoon, flood,
                                            earthquake or other natural or man-made disaster, which causes the Direct-Owned Restaurant
                                            (or any part of them) to be closed for a period of time. Such business interruption insurance
                                            policy will, at a minimum, provide a level of coverage to Master Franchisee sufficient for
                                            Master Franchisee to be able to pay to THRI, on a monthly basis, the estimated Royalty Fees
                                            that Master Franchisee would have been obligated to pay had the business interruption not
                                            occurred. The foregoing amount is calculated by taking the average monthly Gross Sales of
                                            the Direct-Owned Restaurant(s) over the twelve (12) months immediately preceding the
                                            date of the business interruption (or in the case where the Direct-Owned Restaurant has not
                                            been open for twelve (12) months, Master Franchisee’s estimate of the average monthly
                                            Gross Sales) and multiplying such number by the Royalty Percentage.



 






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		20.9.6	All insurance
                                            policies required pursuant to this Agreement shall provide the minimum limits of no less
                                            than the amounts set forth below and shall not be sub-limited with respect to THRI, Affiliates
                                            of THRI or this Agreement. Additionally, the policies shall contain a waiver of subrogation
                                            in favour of the THRI Indemnified Parties, and name as additional insureds by policy endorsement
                                            the THRI Indemnified Parties. Further, all insurance shall be provided on a primary basis
                                            and shall not seek contribution from any separate insurance maintained by THRI or any THRI
                                            Affiliates, regardless of the “other insurance” or similar provisions of the
                                            respective policies of insurance. All insurance coverage required herein shall be provided
                                            by an insurance company or companies with minimum AM Best ratings of "A(X)" or
                                            “A10”, where “A” is the Financial Strength Rating ("FSR")
                                            and (X) or (10) is the Financial Size Category ("FSC"). In the
                                            event that an AM Best rating is not available, a minimum Standard and Poor’s FSR of
                                            “A” and an FSC (surplus) at least equal to an AM Best rating of "X”
                                            is required, which may be supplied by a THRI approved credit rating agency. Each policy shall
                                            provide for thirty (30) Days’ notice to THRI from the insurer by registered mail, return
                                            receipt requested, in the event of any unrestricted prior written notice of cancellation,
                                            non-renewal or change in coverage.



 


		20.9.7	Each
                                            and every policy required pursuant to this Agreement, except as noted, shall have maximum
                                            deductibles of Fifty Thousand Dollars US$50,000 subject
                                            to approval by THRI and shall have the coverage limits set out in Schedule 6.



 


		20.9.8	The
                                            addition of the THRI Indemnified Parties as additional insureds or its equivalents shall
                                            be effectuated through an endorsement to Master Franchisee’s insurance policies, without
                                            any language of limitation affecting coverage. All certificates of insurance and policy endorsements
                                            required herein shall be provided by Master Franchisee to THRI at Inwilerriedstrasse
                                            61, Baar 6340, Switzerland, with a copy to General Counsel at 226 Wyecroft Road, Oakville,
                                            Ontario, Canada L6K 3X7 (or to the address of the third party designee of THRI) in the manner
                                            required for written notices hereunder, or to such other address as may be designated by
                                            THRI. All policies must be renewed, and a renewal certificate of insurance must be provided
                                            to THRI or its designated agent prior to the expiration date(s) of the policies.



 


		20.9.9	Master Franchisee
                                            must not do nor omit to do any act which is or may render any of the insurance policies void
                                            or voidable. If THRI determines that a particular insurer is unacceptable to THRI and so
                                            notifies Master Franchisee, Master Franchisee will use all reasonable efforts to obtain alternative
                                            or additional insurance from an insurer acceptable to THRI prior to the expiration of the
                                            relevant policy and furnish to THRI certificates of insurance evidencing that such alternative
                                            or additional insurance coverage is in effect. The insurance afforded by the policy or policies
                                            required under this Agreement shall be primary and not contributory with THRI’s insurance
                                            and shall not be limited in any way by reason of the insurance which may be maintained by
                                            THRI.



 






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		20.9.10	Master
                                            Franchisee shall require its Affiliates to, and use best efforts to require all third party
                                            subcontractors and suppliers to, maintain insurance coverages consistent with the requirements
                                            and amounts set forth in this clause 20.



 


		20.9.11	Master
                                            Franchisee’s failure to secure and maintain proper insurance coverage for itself and
                                            its Affiliates as required in the preceding sub-clause, or failure to use reasonable efforts
                                            to ensure that all of Master Franchisee’s third party subcontractors and suppliers
                                            have the proper insurance coverage as required in the preceding sub-clause, will not relieve
                                            Master Franchisee of its responsibility to indemnify and defend a THRI Indemnified Party,
                                            and shall, of itself, constitute a material breach of this Agreement.



 


21       ASSIGNMENT
AND TRANSFER


 


		21.1	Except
                                            with respect to assignment or transfer to a wholly-owned subsidiary or parent company that
                                            owns all of the interests in Master Franchisee (which subsidiary or parent company, as applicable,
                                            must be, and remain during the Term, a single-purpose entity, the business of which is limited
                                            to the development, operation and servicing of Tim Hortons Restaurants and any activities
                                            ancillary thereto), this Agreement and the Development Rights granted to Master Franchisee
                                            may not be sold, assigned, transferred, leased, licensed or sub-licensed, charged, mortgaged,
                                            pledged, hypothecated, encumbered or otherwise disposed of (“Transferred”)
                                            by Master Franchisee, in whole or in part, whether directly or indirectly, voluntarily or
                                            involuntarily by operation of law or otherwise, nor shall Master Franchisee have any right
                                            to sub-license any of the rights granted under this Agreement except as expressly provided
                                            herein, nor shall Master Franchisee be permitted to subcontract the whole or any substantial
                                            part of its obligations under this Agreement, or to transfer any material assets that are
                                            necessary for Master Franchisee or any Affiliate thereof to operate its Direct-Owned Restaurants
                                            or fulfil its other material obligations under any of the Transaction Agreements or Franchise
                                            Agreements, without the prior written consent of THRI,
                                            which consent may be withheld at THRI’s sole and complete discretion. Any Transfer
                                            described in this clause 21.1 without compliance with the terms hereof shall be void and
                                            of no effect.



 


		21.2	In the event
                                            that THRI sells, transfers, assigns, licenses or otherwise conveys the rights to the Tim
                                            Hortons Marks, Tim Hortons Domain Names and/or Tim Hortons Intellectual Property Rights previously
                                            licensed by THRI for the operation of the Tim Hortons System in the Territory to any Person
                                            (an “IP Transferee”), THRI shall assign this Agreement, and all the rights
                                            and obligations of THRI hereunder, to such IP Transferee, in which case the IP Transferee
                                            shall license such intellectual property to Master Franchisee as contemplated in this Agreement,
                                            and Master Franchisee’s rights and obligations hereunder shall remain in full force
                                            and effect. Subject to the foregoing, THRI may transfer or assign this Agreement, and all
                                            of the rights and obligations of THRI hereunder to (a) an Affiliate of THRI or (b) an
                                            IP Transferee, and each of Master Franchisee and Tims China hereby grants its prior and irrevocable
                                            consent to such assignment, and waives any requirement of prior notice. THRI will provide
                                            Master Franchisee and Tims China with formal written notice of the assignment within fifteen
                                            (15) Days following its completion. Master Franchisee and Tims China shall take all such
                                            actions as THRI shall reasonably require or as required by applicable Law to effect such
                                            transfer. Each of Master Franchisee and Tims China hereby agrees and acknowledges that, in
                                            connection with the contemplated sale and transfer of the Tim Hortons Marks, Tim Hortons
                                            Domain Names and Tim Hortons Intellectual Property Rights for the Territory to TH APAC, THRI
                                            may enter into a trademark license with TH APAC in order to facilitate TH APAC’s commercial
                                            franchise filing with MOFCOM to be a duly qualified franchisor in the PRC.



 






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601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


22       CURRENCY,
EXCHANGE CONTROL AND TAXATION


 


		22.1	All
                                            payments to THRI required under this Agreement shall be made in US$ (the “Required
                                            Currency”) into such bank account in Switzerland, or such other place as THRI shall
                                            designate (the “Required Country”). Master Franchisee shall, at its expense,
                                            make all necessary and appropriate applications to such Authorities as may be requested by
                                            THRI or as may be required by Law for transmittal and payment of the Required Currency to
                                            THRI. Such payment shall be made by such method as THRI may from time to time stipulate.
                                            Each conversion from the RMB, HK$ and/or MOP (“Local Currency”) to the
                                            Required Currency shall be made at the Conversion Rate for the purchase of the Required Currency
                                            as of the last bank trading Day of the month on which the payment is based, or in the case
                                            of the Direct-Owned Restaurant Unit Fee and Franchised Restaurant Unit Fee, as of the close
                                            of business on the last bank trading Day preceding the invoice date for the respective Direct-Owned
                                            Restaurant Unit Fee and Franchised Restaurant Unit Fee. At Master Franchisee’s request,
                                            THRI will provide Master Franchisee with confirmation of the applicable Conversion Rate.
                                            To the extent such application to the Authorities is denied or the convertibility of each
                                            Local Currency to the Required Currency is insufficient to make any of the required payments
                                            to THRI pursuant to this Agreement, Master Franchisee undertakes and agrees to pay such monies
                                            in the Required Currency from Master Franchisee or its subsidiaries’ global assets.



 


		22.2	As and when
                                            any consent is required under any applicable Law for the remittance of royalties and other
                                            payments to THRI or to an Affiliate of THRI nominated by THRI, Master Franchisee will at
                                            its own expense make all necessary and appropriate applications to such Authorities as may
                                            be necessary or desirable to facilitate the transmittal and payment of sums due under this
                                            Agreement in accordance with the time frames set forth herein.



 


		22.3	In the event
                                            that Master Franchisee shall at any time be prohibited from making any payment in US$ outside
                                            of the Territory, Master Franchisee shall immediately notify THRI of this fact and such payment
                                            shall thereupon be made to such place and in such currency as may be selected by THRI and
                                            acceptable to the appropriate Authorities, all in accordance with remittance instructions
                                            furnished by THRI. The acceptance by THRI of any payment in a currency other than that of
                                            the Required Currency or in a territory other than the Required Country or a destination
                                            as specified by THRI does not release Master Franchisee from its obligation to make future
                                            payments in the Required Currency to the Required Country or a destination as specified by
                                            THRI.



 






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		22.4	If at any time
                                            there exists an exchange control, governmental regulation or any Law which prohibits the
                                            payment to THRI of the amounts due to THRI under this Agreement, the Company Franchise Agreement
                                            and/or any Unit Addendum in the Required Currency and the Required Country (“Payment
                                            Restriction”), Master Franchisee shall immediately reserve and keep in a separate
                                            account such amounts for the benefit of THRI (the “Reserve Account”) or,
                                            at the option of THRI, pay such amounts in the Local Currency to a Person designated by THRI.
                                            For a period of at least six (6) months, THRI and Master Franchisee shall use commercially
                                            reasonable efforts to reach an agreement regarding payment of the applicable amounts due
                                            to THRI in the Required Currency and the Required Country. If such efforts are not successful
                                            after such six (6) month period, THRI and Master Franchisee shall use commercially reasonable
                                            efforts over a three (3) month period to agree to form a new master franchisee with
                                            the same beneficial ownership as the Master Franchisee (the “Substitute Master Franchisee”)
                                            and transfer the rights and obligations of Master Franchisee to such Substitute Master Franchisee
                                            to permit such payments to resume. If such efforts are not successful after such three (3) month
                                            period, THRI and Master Franchisee shall use commercially reasonable efforts to agree to
                                            make the payments in an alternative form, including the use of alternative currencies, entrance
                                            into new service or delivery contracts, or payment of extraordinary dividends. As soon as
                                            the Payment Restriction is no longer in effect, Master Franchisee shall make payments from
                                            the Reserve Account to THRI or THRI’s designee in an aggregate amount equal to the
                                            amounts subject to the Payment Restriction, less any amounts paid by the Substitute Master
                                            Franchisee or in an alternative form, if applicable. Master Franchisee agrees not to make
                                            any dividend payments or similar payments to its shareholders until (or simultaneously with)
                                            the payment to THRI of all amounts subject to the Payment Restriction, less any amounts paid
                                            by the Substitute Master Franchisee or in an alternative form, if applicable. Master Franchisee
                                            shall bear all costs associated with the formation of a Substitute Master Franchisee or any
                                            alternate method of payment pursuant to this clause 22.4. Notwithstanding the foregoing,
                                            in the event that (i) THRI reasonably determines that any other Person similarly situated
                                            to Master Franchisee has been able to make payments in the Required Currency notwithstanding
                                            the Payment Restriction, has determined the means by which such other Person is making such
                                            payments, has given Master Franchisee ninety (90) days to implement the same or similar measures
                                            to make payments in the Required Currency, and Master Franchisee continues to be unable to
                                            make payments after receiving written notice from THRI, or (ii) the Payment Restriction
                                            is in effect for a period of more than three (3) years, THRI may terminate this Agreement
                                            immediately upon notice to Master Franchisee.


 


		22.5	All
                                            payments made under this Agreement shall be made in full, free of any deduction or set off
                                            whatsoever, except for withholding income taxes as required by the Law of the Territory with
                                            respect of which the provisions of clause 22.7 shall apply, respectively.



 


		22.6	It is understood
                                            and agreed by the Parties that Master Franchisee will be responsible for complying with any
                                            VAT obligation or any sales and use tax, goods and services tax, ad valorem tax, excise tax,
                                            duty, levy or other governmental charges and other obligations of the same or of a similar
                                            nature to any of the foregoing (together, “Indirect Tax”) in respect of
                                            any payment made by Master Franchisee to THRI pursuant to this Agreement, Company Franchise
                                            Agreement, any Unit Addendum or the Transaction Agreements, and any and all other tax liabilities
                                            arising out of this Agreement will be the responsibility of the Party owing such taxes. Notwithstanding
                                            the foregoing or anything else herein, the Parties have agreed that, in the event Indirect
                                            Tax applies in the Territory (or a sub-territory of the Territory), Master Franchisee will
                                            bear the economic burden of such Indirect Tax either through payment of the Indirect tax
                                            to THRI or if Master Franchisee is required by Law to deduct and pay the applicable Indirect
                                            tax to the relevant Tax Authority, Master Franchisee will gross up the payments by the applicable
                                            Indirect Tax and remit payment of the applicable Indirect Tax amount to the relevant Tax
                                            Authority, without any deduction from fees payable under this Agreement.



 






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		22.7	If applicable
                                            Law in the Territory requires the withholding or deduction of any withholding income tax
                                            amount in connection with any payment made to THRI by Master Franchisee hereunder, Master
                                            Franchisee will withhold from such payments such withholding income taxes as are required
                                            by Law and remit payment of all amounts in respect of withholding income tax liability to
                                            the applicable taxing Authority in the Territory. Master Franchisee shall provide THRI with
                                            corresponding receipts from the relevant taxing Authorities to evidence such payments or
                                            amounts withheld, sufficient to enable THRI to support a Claim against THRI’s Switzerland
                                            (or other country’s) income taxes with respect to the taxes withheld and paid by Master
                                            Franchisee. If there is an exemption in the Territory for the application of withholding
                                            income taxes to any payments made by Master Franchisee to THRI or its designee, Master Franchisee
                                            will cooperate with THRI and make reasonable efforts to assist THRI or its designee to become
                                            eligible for such exemption, including by applying for the exemption with the applicable
                                            taxing Authorities.



 


		22.8	If Master Franchisee
                                            is required to withhold taxes pursuant to clause 22.7 above, and in fact withholds taxes
                                            as required by Law, and Master Franchisee and/or its Affiliates receives a credit or reimbursement
                                            from the relevant tax or regulatory Authority in the Territory or other financial benefit
                                            resulting in a reduction of the tax to be remitted to the relevant tax or regulatory Authority
                                            in the Territory (a “Tax Credit”), Master Franchisee shall within ten
                                            (10) Business Days of the receipt of any Tax Credit, pay to THRI the amount of such
                                            Tax Credit.



 


23       AUDIT
RIGHTS


 


		23.1	During the Term
                                            and for one (1) year thereafter, THRI shall be entitled to inspect, and make copies,
                                            during normal business hours upon three (3) Business Days’ notice (and without
                                            giving notice in the case of emergency or suspecting malfeasance) any records and books of
                                            Master Franchisee and Master Franchisee must timely make all such books and records available
                                            to THRI at THRI’s request and deliver any copies of such books and records at THRI’s
                                            request. THRI shall not exercise this inspection right more frequently than three (3) times
                                            during any year. Master Franchisee must permit a representative of THRI to enter its offices
                                            and any training facility during normal business hours and without prior notice. THRI shall
                                            exercise commercially reasonable efforts to minimize disruption to the normal operation of
                                            Master Franchisee’s business.



 


		23.2	THRI may, on
                                            reasonable notice and with such professional assistance as THRI may require, conduct an annual
                                            audit at its expense during each calendar year to ensure that Master Franchisee is complying
                                            with the Global Marketing Policy and providing the Services in accordance with this Agreement.
                                            Master Franchisee must cooperate in the conduct of any such audit, including by complying
                                            with its obligations under clause 23.1 and promptly and fully answering any questions and
                                            providing any information reasonably required by THRI.



 


		23.3	THRI may from
                                            time to time (but not more than once in any 12-month period unless it reasonably believes
                                            the circumstances warrant otherwise) require that an audit or review of the business affairs
                                            of any member of the Tims China Group is carried out, and shall in such case, be entitled
                                            to designate an individual as THRI’s representative to carry out such audit or review
                                            on its behalf and its sole cost and expense. THRI’s representative shall be entitled
                                            to:



 






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		(a)	visit and inspect
                                            any premises of the Tims China Group and to discuss the affairs, finances, and accounts of
                                            the Tims China Group with its officers and directors;



 


		(b)	access, examine
                                            and retain copies (at THRI’s sole cost and expense) of any books, records, accounts
                                            and other documents and information relating to the affairs of the Tims China Group; provided
                                            that such examination shall be done during normal business hours without disruption to the
                                            business of the Tims China Group and with reasonable prior notice;



 


		(c)	such access
                                            and cooperation from each member of the Tims China Group as may reasonable under the circumstances
                                            to facilitate the carrying out of such audit or review.



 


		23.4	Tims China shall,
                                            and shall procure that each other member of the Tims China Group shall, reasonably cooperate
                                            with THRI and provide THRI and/or its representatives and consultants with all documents,
                                            information, assistance (including reasonable access to the officers and employees of Tims
                                            China and each other member of the Tims China Group but subject to legal privilege protection)
                                            in connection with any ethics or compliance investigations or audits relating to compliance
                                            with the Anti-Corruption Laws and/or other laws.



 


		23.5	Tims China shall
                                            supply THRI with copies of the following information in accordance with the Accounting Principles:



 


		(a)	monthly unaudited
                                            consolidated revenue and gross profit reports of the Tims China Group within thirty (30)
                                            Business Days after the respective month end;



 


		(b)	quarterly
                                            unaudited consolidated balance sheet and cash flow statements of the Tims China Group within
                                            thirty (30 Business Days after the respective quarter end;



 


		(c)	audited annual
                                            consolidated financial statements of the Tims China Group (complying with all relevant legal
                                            requirements) which shall be prepared and reported on by the auditors of Tims China within
                                            a reasonable time and in any event within five (5) months after the end of the Financial
                                            Year in question; and



 


		(d)	any itemized revenue and capital budget
                                            for each Financial Year covering each member of the Tims China Group and showing proposed
                                            trading and cash flow figures, manning levels and all material proposed acquisitions, disposals
                                            and other commitments for that Financial Year.



 


23A Anti-Corruption
Laws and Compliance


 


	23A.1	Tims China shall maintain and cause
each other member of the Tims China Group to maintain a Compliance Plan. By January 15th of each Development Year, Tims China shall,
upon THRI’s request, deliver to THRI a certificate duly executed by the Chief Executive Officer of Tims China certifying that each
member of the Tims China Group is in compliance with the Compliance Plan and that there has been no breach thereof during the prior Development
Year.



 






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		23A.2	Tims China shall, and shall cause
each other member of the Tims China Group to, (i) provide anti-corruption training to its employees, officers and directors on a
regular basis and (i) comply with the accounting control provisions (if any) of the Anti-Corruption Laws.



 


		23A.3	Tims China shall, and shall cause
each other member of the Tims China Group to, undertake that neither it, nor any its subsidiaries, nor any of their respective directors,
officers, agents or employees or any other Person affiliated with or acting for or on behalf of them shall, (i) directly or indirectly,
use or offer to use any corporate funds for contributions, gifts, entertainment or other payments relating to political activity, in
each case, which are not in compliance with applicable Anti-Corruption Laws; (ii) make any unlawful payment to a foreign or domestic
government official (including employees of wholly state-owned or partially state-owned entities) or to foreign or domestic political
parties or campaigns in violation of any applicable Anti-Corruption Laws; (iii) make any bribe, rebate, payoff, influence payment,
kickback or other similar payments or establish or maintain any unrecorded funds, in each case, which are not in compliance with all
applicable Anti-Corruption Laws; (iv) agree to give any fit or similar benefit to any customer, supplier or other Person in violation
of any applicable Anti-Corruption Laws.



 


		23A.4	Tims China shall devise and maintain
a system of internal accounting controls for itself and the other members of the Tims China Group sufficient to provide reasonable assurances
that:



 


		(a)	transactions
                                            are executed in accordance with management’s general or specific authorisation;



 


		(b)	transactions
                                            are recorded as necessary (x) to permit preparation of financial statements in conformity
                                            with the Accounting Principles or any other criteria applicable to such statements, and (y) to
                                            maintain accountability for assets;



 


		(c)	access to
                                            assets is permitted only accordance with management’s general or specific authorisation;
                                            and



 


		(d)	the recorded
                                            accountability for assets is compared with the existing assets at reasonable intervals and
                                            appropriate action is taken with respect to any differences.



 


24            SEVERABILITY


 


Each of the Parties
agrees that if any provisions of this Agreement may be construed in more than one way, one or more of which would render the provision
illegal or otherwise voidable or unenforceable, and one of which would render the provision valid and enforceable, such provision shall
have the meaning which renders it valid and enforceable. The language of all provisions of this Agreement shall be construed according
to its fair meaning and not strictly against any Party. It is the intent of the Parties that the provisions of this Agreement be enforced
to the fullest extent and should any court or other Authority determine that any provision herein is not enforceable as written in this
Agreement, the Parties shall use their best endeavors to amend it consistent with the intent of the Parties so that it is enforceable
to the fullest extent permissible under the laws and public policies of the jurisdiction in which the enforcement is sought. Subject
to the preceding sentence, the provisions of this Agreement are severable and this Agreement shall be interpreted and enforced as if
all completely invalid or unenforceable provisions were not contained in this Agreement, and partially valid and enforceable provisions
shall be enforced to the extent that they are valid and enforceable.


 






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25            ENTIRE
AGREEMENT


 


This Agreement,
together with the Company Franchise Agreement and each Unit Addendum entered into pursuant to this Agreement, and the other Transaction
Agreements, constitute the entire agreement and understanding of the Parties with respect to the development and franchising of Tim Hortons
Restaurants and related matters set out in the Transaction Agreements and supersedes all prior negotiations, commitments, representations,
warranties and undertakings of the Parties (if any) with respect to the development and franchising of Tim Hortons Restaurants and related
matters set out in the Transaction Agreements, whether written or oral, including the Original Agreement. The Parties acknowledge that
they are not relying upon any representations, warranties, conditions, agreements or understandings, written or oral, made by the Parties
as their agents or representatives, except as herein or therein specified. Neither this Agreement nor any term or provision of it may
be changed, waived, discharged, or modified other than in writing and signed by the Parties. If there is a conflict between this Agreement
and the Company Franchise Agreement, any Unit Addendum, any other Transaction Agreement, the Standards or any Exhibit or Schedule
to this Agreement (other than the Development Schedule), the provisions contained in the body of this Agreement will control. If there
is a conflict between the body of this Agreement and the Development Schedule, the Development Schedule will control.


 


26            NOTICES


 


Any notice, demand,
request, consent, approval, authorization, designation, specification or other communication given or made, or required to be given or
made hereunder, to or by a Party to this Agreement:


 


		26.1	must be in writing
                                            and in English addressed:



 


	(a) if to THRI:	Tim Hortons Restaurants International GmbH
	 	 
	 	Dammstrasse 23, 6300 Zug, Switzerland
	 	 
	 	Attention: Head of Tim Hortons International
	 	 
	 	Telephone: +41-41-729-8533
	 	 
	 	Email: lmuniz@rbi.com
	 	 
	With a copy to:	Tim Hortons Restaurants International GmbH
	 	 
	 	Dammstrasse 23, 6300 Zug, Switzerland
	 	 
	 	Attention: Head of Legal
	 	 
	 	Telephone: +65-6511-3783
	 	 
	 	Email: sdean@rbi.com



 






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REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


	(b) if to Master Franchisee	TH Hong Kong International Limited
	 	 
	 	Laws Commercial Plaza, 788 Cheung Sha Wan Road, Kowloon, Suite 603, 6/F, Hong Kong
	 	 
	 	Attention: Yongchen Lu
	 	 
	 	Email: Yongchen.lu@timschina.com
	 	 
	(c) if to Tims China	TH International Limited
	 	 
	 	PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands
	 	 
	 	Email: Yongchen.lu@timschina.com




 


or
as specified to the sender by any Party by notice; and


 


		26.2	is regarded
                                            as being given by the sender and received by the addressee: (i) if by delivery in person
                                            (including by overnight courier service), when delivered to the addressee; (ii) if by
                                            certified, return receipt mail, on the earlier of actual receipt or the tenth (10th)
                                            Day after being deposited in the mail; or (iii) if by email, along with a PDF copy of
                                            all relevant attachments, when the sender receives evidence of delivery.



 


27            NON-WAIVER


 


The
failure or delay on the part of a Party to exercise any right or option given to it under this Agreement, or to insist on strict compliance
by the other Party with the terms of this Agreement, shall not constitute a waiver of any terms or conditions of this Agreement with
respect to any other or subsequent breach, nor a waiver by the first Party of its right at any time thereafter to require exact and strict
compliance with all the terms of this Agreement, nor shall acceptance by THRI of any money paid on
behalf of Master Franchisee under this Agreement, under the Company Franchise Agreement, under any Unit Addendum or any other Transaction
Agreement following any breach or default by Master Franchisee of any one or more of the terms or provisions of this Agreement, the Company
Franchise Agreement, any Unit Addendum or any other Transaction Agreement, whether before or after notice to or knowledge of the breach
or default by THRI, constitute a waiver by THRI of such breach or default. The rights or remedies of the Parties set out in this Agreement
are in addition to any other rights or remedies which may be granted by law.


 






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28            RELATIONSHIP
OF PARTIES


 


For
purposes of this Agreement, Master Franchisee is an independent contractor and is not an agent, partner,
joint venturer or employee of THRI, and no express or implied fiduciary relationship exists between Master Franchisee and THRI by virtue
of this Agreement. Master Franchisee shall not, nor shall it attempt to, bind or obligate THRI in any way nor represent that it has any
right to do so.


 


29            GOVERNING
LAW & JURISDICTION; LANGUAGE


 


		29.1	This Agreement
                                            and any non-contractual obligations, performance or liabilities arising out of or in connection
                                            with this Agreement is governed by and construed in accordance with the substantive Laws
                                            of New York without regard to conflicts of law principles. The United Nations Convention
                                            Contracts for the International Sale of Goods of 11 April 1980 is hereby waived and
                                            excluded from application to this Agreement.



 


		29.2	If
                                            any dispute, controversy or Claim, in law or equity, arises out of or in connection with
                                            this Agreement or the business relationship created thereby, including the breach, termination
                                            or invalidity of this Agreement or any non-contractual obligations or liabilities arising
                                            out of, or in connection with, this Agreement (“Dispute”), any Party shall
                                            serve formal written notice on the other Parties that a Dispute has arisen and describing
                                            the nature of such Dispute (“Notice of Dispute”). Delivery by any Party
                                            of a Notice of Dispute shall toll the limitation period applicable to such Dispute for the
                                            time period described in clause 29.3.



 


		29.3	The
                                            disputing Parties shall use all commercially reasonable efforts for a period of thirty (30)
                                            calendar days from the date on which the Notice of Dispute is served by one Party on the
                                            other Parties (or such longer period as may be agreed in writing between the Parties) to
                                            resolve the Dispute on an amicable basis.



 


		29.4	If
                                            the disputing Parties fail to resolve the Dispute by amicable negotiation within the time
                                            period referred to in clause 29.3, any disputing Party may serve notice in writing on the
                                            other disputing Party that the Dispute shall be exclusively submitted to final and binding
                                            arbitration in accordance with the Rules of Arbitration of the International Chamber
                                            of Commerce in effect on the date of commencement of the arbitration (the “ICC Rules”),
                                            which rules are deemed to be incorporated by reference into this clause 29.4. The
                                            Parties undertake to each execute and perform, on a timely basis, all such agreements, documents,
                                            assurances, acts and things and to exercise all powers and rights available to them, including
                                            the giving of all information and documentation reasonably requested, the convening of all
                                            meetings, the giving of all waivers and the passing of all resolutions reasonably required
                                            to ensure the enforceability of any final award of the arbitrator in any jurisdiction where
                                            such enforceability is sought.



 


		29.5	Notwithstanding
                                            the foregoing, a disputing Party shall be entitled to interim or conservatory measures pursuant
                                            to the ICC Rules, including, but not limited to, temporary injunctive relief to preserve
                                            or restore the status quo between the parties, if such Party reasonably believes that the
                                            timeline set forth in this clause 29 shall materially prejudice such Party.



 






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		29.6	The
                                            arbitral panel shall be composed of one (1) arbitrator to be appointed in accordance
                                            with the ICC Rules. Such arbitrator shall be a licensed lawyer or retired judge, in the latter
                                            case, who is affiliated with ADR Chambers, and has at least five (5) years of experience
                                            handling matters involving the Laws of the State of New York. The arbitrator shall: (i) have
                                            the exclusive authority to decide any issues regarding the applicability, interpretation,
                                            formation, or enforcement of this Agreement (including determining the arbitrability of any
                                            Dispute); (ii) be empowered to grant legal and equitable remedies (including injunctive
                                            relief) in connection with any Dispute submitted to arbitration; and (iii) issue a reasoned
                                            final award after making a determination on the merits of any such Dispute. The arbitrator
                                            shall award the prevailing party in the arbitration the reasonable attorneys’ fees
                                            and costs (including expert costs) incurred in connection with the arbitration and any related
                                            proceedings to enforce the arbitration award.



 


		29.7	The
                                            place of arbitration shall be Miami, Florida and the language to be used in the arbitral
                                            proceedings shall be English, save that all documents attached to filings submitted to the
                                            tribunal do not have to be translated from their original language unless expressly ordered
                                            by the arbitrator in consultation with the Parties. All submissions to the arbitrator, save
                                            any documents attached to such submissions as set forth in this clause 29.7, shall be submitted
                                            in English.



 


		29.8	Any
                                            final award entered by the arbitrator shall be the final, binding and exclusive determination
                                            of any Dispute submitted to arbitration, and may be entered in any court having jurisdiction
                                            and any court where any party to the arbitration or its assets are located. Neither a party
                                            to an arbitration nor the arbitrator may disclose the existence, subject matter, content
                                            or results of any arbitration without the prior written consent of all parties, unless to
                                            protect or pursue a legal right or as may otherwise be required by applicable Law, Canadian
                                            or US franchise disclosure requirements, franchise disclosure requirements of the relevant
                                            jurisdiction in the Territory (or other foreign equivalent applicable in the circumstances)
                                            or disclosure requirements of the US Securities and Exchange Commission, the Ontario Securities
                                            Commission or any applicable foreign equivalent, or any stock exchange on which the Equity
                                            Securities of a Party or, its Affiliates may be listed or any other Authority.



 


		29.9	The
                                            ICC Court may, at the request of a party to the arbitration, consolidate two or more arbitrations
                                            pending under the ICC Rules into a single arbitration in accordance with the ICC Rules.



 


		29.10	The
                                            Parties agree that irreparable damage, for which there would be no adequate remedy at law,
                                            would occur if any provision of this Agreement were not performed in accordance with the
                                            terms hereof and each Party shall be entitled to seek injunctive relief to prevent breaches
                                            of this Agreement by the other Party, or to seek to enforce specifically the performance
                                            of the terms and provisions hereof, in addition to any other remedy to which a party is entitled
                                            at law or in equity. Each of the Parties hereby waives, in any action for specific performance
                                            or other equitable remedy (including for injunctive relief), the defence of adequacy of a
                                            remedy at law.



 


30            NO
THIRD PARTY ENFORCEMENT RIGHTS


 


Except as expressly
stipulated in this Agreement, this Agreement shall not grant any right to Persons who are not a Party to this Agreement. To the extent
this Agreement expressly grants rights to third parties, the parties to this Agreement shall be permitted to change or exclude such rights
at any time without the consent of the respective third party.


 






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31            SURVIVAL


 


The expiry or termination
of this Agreement shall be without prejudice to any rights which shall have accrued to a Party prior to the date of such termination
or expiry, shall not affect or diminish the binding force or effect of any provisions of this Agreement which expressly or by their nature
are intended to survive the expiration or termination of this Agreement and, without limitation shall not release Master Franchisee from
the obligation to pay any sum outstanding under this Agreement.


 


32            PARTIES
TO THIS AGREEMENT ALL LEGALLY ADVISED


 


Each of the Parties
to this Agreement acknowledges that it has taken or has had the opportunity to take all such independent professional advice as it deems
appropriate, including legal advice and declares that it understands and accepts all of the terms and conditions of this Agreement.


 


33            INTEREST


 


Master Franchisee
shall pay to THRI interest on any sum overdue under this Agreement, in the currency in which the overdue sum is required to be paid,
calculated on a daily basis from the due date until payment in full at the rate of ten percent (10%) per annum. Entitlement to such interest
shall be in addition to any other remedies THRI may have. It is acknowledged that the late payment interest payable pursuant to this
clause 33 is not a penalty but the Parties’ reasonable pre-estimate of the loss incurred by THRI as a result of late payments of
amounts due to it under this Agreement.


 


34            COUNTERPARTS


 


This Agreement may
be executed in any number of counterparts, and by each Party on separate counterparts. Each counterpart is an original, but all counterparts
shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment or by facsimile
shall be an effective mode of delivery.


 


35            SPECIAL
COVENANTS


 


		35.1	Regulatory
                                            Approval.



 


		35.1.1	This Agreement,
                                            the Company Franchise Agreement, and the Unit Addenda are subject to all governmental approvals,
                                            registrations or filings required by applicable Law within the Territory (“Approvals”).
                                            To the extent any Approvals must be obtained to operate the business contemplated in this
                                            Agreement, the Company Franchise Agreement, and the Unit Addenda within the Territory, Master
                                            Franchisee shall use best efforts to obtain any such Approval at Master Franchisee’s
                                            expense, including the modification, amendment or other alteration of this Agreement, the
                                            Company Franchise Agreement, or the Unit Addenda as may be required by the relevant Authority.
                                            Notwithstanding the preceding provisions of this clause 35.1.1, Master Franchisee agrees
                                            not to apply for Approval until after THRI has had an opportunity to review and comment on
                                            all materials to be filed with any Authority. THRI shall use commercially reasonable efforts
                                            to promptly review and comment on such materials.



 






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		35.1.2	In
                                            the event that any Approval is required to enable Master Franchisee or any Affiliate thereof
                                            to enter any Unit Addendum for a Direct-Owned Restaurant, Master Franchisee shall obtain
                                            such Approval at its sole responsibility and cost. Master Franchisee shall provide THRI with
                                            copies of such Approvals. Without limitation of the foregoing, if any translations or certifications
                                            are required of this Agreement, the Company Franchise Agreement, any Unit Addendum or any
                                            license agreement, Master Franchisee shall pay for any costs of complying with such requirements.
                                            Master Franchisee hereby agrees to indemnify THRI in
                                            relation to all Losses or other amounts incurred by THRI arising from Master Franchisee’s
                                            failure to obtain the Approvals set out in this clause 35.1.2.



 


		35.2	Recordal
                                            or Registration.



 


In
the event that this Agreement, the Company Franchise Agreement, and/or any Unit Addendum and/or Franchise Agreements shall be recorded
or registered with any Authority in the Territory, whether or not such recordal or registration is
required by THRI, Master Franchisee or both, Master Franchisee shall bear the costs related to the making of such recordal or registration,
including all translation costs, filing fees and attorneys’ fees and expenses reasonably incurred by THRI. If Master Franchisee
is directed by THRI to make the recordal or registration, Master Franchisee hereby agrees to indemnify THRI in relation to all costs,
expenses, damages, loss or other amounts incurred by THRI arising from Master Franchisee’s failure to do so. Upon termination or
expiration of this Agreement for any reason, Master Franchisee will cooperate with THRI as required in order to terminate the recordal
of Master Franchisee as a registered user with the Intellectual Property Office (of the Territory).


 


		35.3	Stamp
                                            Duty



 


In
the event that this Agreement must be stamped in the Territory, Master Franchisee shall attend to the stamping and shall bear the cost
of any stamp duty arising in relation to such stamping as and when due (including any fines or penalties) within thirty (30) Days of
execution of this Agreement, or sooner if required under applicable Law. Master Franchisee shall
provide evidence to THRI of its compliance with this clause 35.3, including obtaining, at its expense, certified copies for all other
Parties to this Agreement.


 


		35.4	Anti-Terrorism



 


Master
Franchisee agrees to comply with and to use commercially reasonable efforts to assist THRI in THRI’s efforts to comply with Anti-Terrorism
Laws. In connection with such compliance, Master Franchisee certifies, represents, and warrants that none of its property or interests
are subject to being “blocked” under any of the Anti-Terrorism Laws and that Master Franchisee is not otherwise in violation
of any of the Anti-Terrorism Laws. Master Franchisee:


 


		a)	certifies
                                            that it and its owners, employees, or anyone associated with it are not listed in the Annex
                                            to Executive Order 13224. Master Franchisee agrees not to hire or to permit any Franchisees
                                            to hire (or, if already employed, retain the employment of) any individual who is listed
                                            in the Annex; and



 


		b)	is solely
                                            responsible for ascertaining what actions it shall take to comply with the Anti-Terrorism
                                            Laws, and Master Franchisee specifically acknowledges and agrees that its indemnification
                                            responsibilities set forth in this Agreement pertain to its obligations under this clause.



 






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Any misrepresentation
under this clause or any violation of the Anti-Terrorism Laws by Master Franchisee, its agents or employees constitutes grounds for immediate
termination of this Agreement and any other agreement Master Franchisee has entered with THRI or any of THRI’s Affiliates.


 


		35.5	Language



 


The language
of this Agreement is English. To the extent that any translation from English to any other official language in the Territory may be
required of this Agreement or any document or information under it, it shall be at the cost of Master Franchisee, and Master Franchisee
shall provide a copy of the translation to THRI on request. In such event, the English version of this Agreement or document or information
shall alone govern all matters of interpretation of this Agreement.


 


[Signature Page Follows]


 






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This Agreement is
executed by the Parties as of the day and year indicated on the first page of this Agreement.


 


	 	 
	/s/ Lucas Muniz	 
	 	 
	SIGNED by Lucas Muniz	 
	Authorized Director	 
	For and on behalf of	 
	Tim Hortons Restaurants International GmbH	 
	 	 
	/s/ Yongchen Lu	 
	 	 
	SIGNED by Yongchen Lu	 
	For and on behalf of	 
	TH Hong Kong International Limited	 
	 	 
	/s/ Paul Hong	 
	 	 
	SIGNED by Paul Hong	 
	For and on behalf of	 
	TH International Limited	 




 






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SCHEDULE
1 – Development Schedule


 


Subject to the terms of this Development
Schedule and this Agreement:


 


(a)            Development
Years 1-10. Master Franchisee agrees to develop, open, build, and operate, or license Franchisees
to develop, open, build, and operate at least 1,700 Tim Hortons Restaurants in the Territory, by the end of Development Year 10, as follows
(each a “Cumulative Opening Target”):


 


	Development
    Year 	Cumulative
    Opening Targets
	1
    (from Original Commencement Date to August 31, 2019)	 

     

     

     

     

    [****]

	2
    (from September 1, 2019 to August 31, 2020)
	3
    (from September 1, 2020 to August 31, 2021)
	4
    (from September 1, 2021 to August 31, 2022)
	5
    (from September 1, 2022 to August 31, 2023)
	6
    (from September 1, 2023 to August 31, 2024)
	7
    (from September 1, 2024 to August 31, 2025)
	8
    (from September 1, 2025 to August 31, 2026)
	9
    (from September 1, 2026 to August 31, 2027)
	10
    (from September 1, 2027 to August 31, 2028)
	TOTAL	1,700


 


(b)            Development
Years 11 – 20. Subject to clause 6.9 of the Agreement and provided the Agreement remains in full force and effect, by no
later than seven (7) months prior to the end of Development Year 10, the Parties will meet and use commercially reasonable efforts
to agree upon a development plan for Development Years 11 through 20 (inclusive). During Development Year 11 through 20, Master Franchisee
will develop, build and operate, or license Franchisees to develop, build and operate, the number of Restaurants agreed upon by the Parties.
If the Parties fail to reach agreement with respect to the number of Restaurants to be developed by Master Franchisees during Development
Years 11 through 20 prior to the commencement of Development Year 11, then the number of Restaurants open and operating at the end of
each Development Year must increase (net of closures) as compared to the prior Development Year by a minimum of [****] Restaurants (each,
an “Annual Opening Target”).


 






     


     


    

 


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(c)            General.
The Targets set forth in this Development Schedule are expressed net of closures. Development Year 1 will begin on the Commencement Date
and end on August 31, 2019 and each successive Development Year will begin on September 1st and end on August 31st.


 


(d)            Extension
Period. Subject to clause 6.9 of the Agreement, by no later than seven (7) months prior to the end of Development Year 19,
provided the Agreement remains in full force and effect and Master Franchisee has issued the Extension Notice, the Parties will meet
and use commercially reasonable efforts to agree upon a development plan for the Extension Period. During the Extension Period, Master
Franchisee will develop, build and operate, or license Franchisees to develop, build and operate, the number of Restaurants agreed upon
by the Parties. If the Parties fail to reach agreement with respect to the number of Restaurants to be developed by Master Franchisees
during the Extension Period prior to the commencement of the Extension Period, then the number of Restaurants open and operating at the
end of each Development Year during the Extension Period must increase (net of closures) as compared to the prior Development Year by
a minimum of [****] Restaurants (each, an “Extension Period Target”).


 






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SCHEDULE
1A – Retail Right


 


		a.	Conditions
                                            of Limited Retail Right. Subject to the terms and conditions of this Schedule 1A and
                                            this Agreement, THRI hereby grants Master Franchisee the right (the “Retail Right”)
                                            to sell the TIM HORTONS® branded products as initially set forth in Appendix 1 hereto
                                            (and as may be specifically modified by THRI, in its sole discretion, from time to time)
                                            (the “Retail Products”) to retail customers in the Territory through (i) websites
                                            and/or mobile apps; and (ii) offline channels, in each case, as initially set forth
                                            in Appendix 2 hereto (and as may be specifically modified by THRI, in its sole discretion,
                                            from time to time) (the “Approved Platforms”). Further, Master Franchisee
                                            shall request and obtain THRI’s approval to the design of any website and/or mobile
                                            app for placing orders of Retail Products, and any sales through any Approved Platform shall
                                            comply with applicable Law. For the avoidance of doubt, the Retail Right shall be limited
                                            solely to the sale of Retail Products through the Approved Platforms and not through any
                                            other channels (whether online or offline) or any other means. Without prejudice to the foregoing,
                                            Master Franchisee is prohibited from selling TIM HORTONS® branded products through any
                                            offline channel (other than a Tim Hortons Restaurants) that is not an Approved Platform [****],
                                            whether in the Territory or elsewhere in the world.



 


		b.	Initial
                                            Retail Right Term. The initial term of the Master Franchisee’s Retail Right commenced
                                            on February 26, 2021 and shall expire on August 31, 2024, subject to earlier termination
                                            in accordance with this Schedule 1A (the “Initial Retail Right Term”).



 


		c.	Extension
                                            Option. Master Franchisee shall have the option to extend the Initial Retail Right Term
                                            (the “Extension Retail Right Option”) for an additional period of one
                                            (1) year subject to earlier termination in accordance with the terms of this Schedule
                                            1A (the “Extension Retail Right Period”, together with the Initial Retail
                                            Right Term and any Sell-Off Period, the “Retail Right Term”); provided
                                            that the following conditions are satisfied by Master Franchisee:



 


i.            Master
Franchisee has given THRI written notice of its intention to exercise the Extension Retail Right Option no later than one hundred and
eighty (180) Days prior to the expiration of the Initial Retail Right Term (the “Extension Retail Right Notice”);


 


ii.            there
has been no uncured Event of Default during the one (1) year period prior to the date of the Extension Retail Right Notice or during
the period commencing on the date of the Extension Retail Right Notice and ending on the last Day of the Initial Retail Right Term;


 


iii.            there
has been no uncured default under any Company Franchise Agreement or any Unit Addendum during the one (1) year period prior to the
date of the Extension Retail Right Notice and during the period commencing on the date of the Extension Retail Right Notice and ending
on the last Day of the Initial Retail Right Term;


 


iv.            Master
Franchisee, on behalf of itself and its Affiliates, executes a general release in favour of THRI and its Affiliates; and


 


v.            Master
Franchisee and THRI reach an agreement on the business plan with respect to the sale of Retail Products via the Approved Platforms in
the Territory for the Extension Retail Right Period by no later than March 31, 2024.


 






     


     


    

 


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		d.	Termination.
                                            If the Master Franchisee breaches any of its obligations under this Schedule 1A (including
                                            a failure by THRI to obtain all required approvals and provide THRI with evidence of such
                                            compliance, as contemplated by paragraphs (b) and (c) hereof) or is otherwise in
                                            breach of this Agreement or the Company Franchise Agreements, THRI may, in its sole discretion,
                                            upon written notice to Master Franchisee, terminate the Retail Right with immediate effect.



 


		e.	Consequences
                                            of Termination of Retail Right. Upon termination (howsoever occasioned) or expiry of
                                            the Retail Right:



 


		i.	Master
                                            Franchisee shall no longer have the right to sell Retail Products through the Approved Platforms
                                            under any circumstances whatsoever; provided that Master Franchisee may continue to sell
                                            any excess retail inventory (the “Excess Inventory”) through the Approved
                                            Platforms for a period of up to one hundred and twenty (120) Days after the date of termination
                                            or expiry (as applicable) or until such Excess Inventory has expired or is fully depleted,
                                            whichever occurs first (the “Sell-Off Period”).



 


		ii.	This
                                            Agreement shall be amended such that Clause 4.6 shall
                                            be substituted in entirety (indicated by the bold, underlined text below):



 


4.6
 “Master Franchisee hereby agrees that THRI has the exclusive right (whether by itself, an Affiliate or a third party) to distribute,
sell and/or offer and/or sell any TIM HORTONS® branded products in the Territory by or through Other Distribution Channels.”


 


		f.	Retail
                                            Products, Marketing, Advertising. Master Franchisee will purchase all Coffee Products
                                            listed in Appendix 1 exclusively from THRI and/or its Affiliates or third-party distributors
                                            as may be designated by THRI from time to time pursuant to clauses 10.1.3 and 10.1.4 of this
                                            Agreement. Master Franchisee will, at all times, seek all relevant approvals and otherwise
                                            comply with: (i) all applicable Laws and industry codes of practice, including in relation
                                            to the sale of the Retail Products, advertising, marketing, sales promotion and public relations
                                            and the advertising, marketing, sales promotion and public relations standards of THRI described
                                            in this Agreement and as otherwise required by THRI; and (ii) clause 10 of this Agreement.
                                            Without prejudice to the foregoing, THRI may require Master Franchisee to provide it with
                                            such evidence of compliance with the foregoing (including legal opinions from external law
                                            firms, certificates and/or other documentation) as THRI may deem appropriate from time to
                                            time.



 






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		g.	Packaging
                                            and Tim Hortons QA Program. Master Franchisee shall submit to THRI, for THRI’s
                                            approval, samples of the goods, labels and/or packaging proposed to be sold on the Approved
                                            Platforms at least 60 Business Days in advance of any proposed sale to allow THRI to duly
                                            review and assess such proposed goods, labels and/or packaging. To ensure that all Retail
                                            Products sold on Approved Platforms meet THRI’s Standards, Master Franchisee shall
                                            seek THRI’s written approval prior to changing any Tim Hortons Packaging Materials.
                                            Master Franchisee shall seek all relevant approvals and otherwise comply with all applicable
                                            Laws relating to labels and/or packaging of the Retail Products requirements as well as any
                                            other requirements mandated by the Tim Hortons QA Program and THRI’s Standards. Without
                                            prejudice to the foregoing, THRI may require Master Franchisee to provide it with such evidence
                                            of compliance with the foregoing (including legal opinions from external law firms, certificates
                                            and/or other documentation) as THRI may deem appropriate from time to time.



 


		h.	Privacy;
                                            Data Security. In connection with the Retail Right, Master Franchisee will comply with
                                            all applicable Laws and industry codes of practice in relation to the establishment of an
                                            online retail presence in the Territory, including all privacy and data security laws. Without
                                            limiting the generality of the foregoing, Master Franchisee acknowledges and agrees that
                                            it shall (i) at all times maintain sufficient administrative, physical, and technical
                                            safeguards to protect against the accidental, unlawful, or unauthorized acquisition or disclosure
                                            of, or access to any personal data (as such term and similar terms are defined under applicable
                                            Laws) collected or used by Master Franchisee in connection with its exercise of the Retail
                                            Right, (ii) maintain at all times a public-facing privacy policy that complies with
                                            applicable Laws (including a fully compliant disclosure of Master Franchisee’s privacy
                                            and data security practices), (iii) be fully responsible for responding to and fulfilling
                                            any requests made by any data subject with respect to such data subject’s personal
                                            data collected or used by Master Franchisee, (iv) be fully responsible for any actions
                                            taken by any sub-processor engaged by Master Franchisee to process any personal data on Master
                                            Franchisee’s behalf, and (v) obtain any and all consents or permissions, provide
                                            any required disclosure or notices, and take any other actions required by applicable Laws,
                                            including privacy and data security laws in connection with Master Franchisee’s exercise
                                            of the Retail Right.



 


		i.	Storage
                                            and Shipment. Master Franchisee will comply with all applicable Laws and THRI’s
                                            Standards in connection with the storage, packing and shipment of Retail Products.



 


		j.	Gross
                                            Sales. For purposes of sales of Retail Products through Approved Platforms, “Gross
                                            Sales” includes all sums charged or received by credit or other payment systems
                                            (and regardless of collection in the case of credit) for all Retail Products sold through
                                            Approved Platforms. Gross Sales excludes taxes that are required by applicable Law: (i) to
                                            be levied on the customer at the time of each sales transaction; (ii) to be collected
                                            by Master Franchisee and remitted to the taxing authority; and (iii) to be based upon
                                            the amount of the sale. Gross Sales also excludes cash received as payment in credit transactions
                                            where the extension of credit itself has already been included in the figure upon which the
                                            Royalty and Advertising Contribution is calculated. In addition, and for certainty only,
                                            taxes based on gross income or gross revenue of Master Franchisee shall not be deducted from
                                            the calculation of Gross Sales. For the avoidance of doubt, any fees or commissions paid
                                            by Master Franchisee to any Approved Platform or third party for use of, or pursuant to obtaining
                                            use of, the Approved Platforms shall not be deducted from the calculation of Gross Sales.
                                            The Gross Sales for Retail Products sold through Approved Platforms shall be reported to
                                            THRI in accordance with the terms hereof for purposes of determining the Royalty Fee payable
                                            to THRI for sales of Retail Products.



 






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		k.	Royalties.
                                            Master Franchisee will pay the Royalty Fee to THRI for all sales of Retail Products in accordance
                                            with the terms of this Agreement.



 


		l.	Advertising
                                            Contributions. For the avoidance of doubt, Gross Sales of Retail Products sold through
                                            the Approved Platforms shall be included with monthly Gross Sales at Direct-Owned Restaurants
                                            for purposes of calculating the Advertising Contributions payable by Master Franchisee pursuant
                                            to this Agreement.



 


		m.	Payment
                                            Terms. By the first day of each month during the Retail Right Term, Master Franchisee
                                            will provide THRI with a report of Gross Sales of Retail Products for the previous month
                                            for purposes of calculating the Royalty Fee payable to THRI or its designee for such month.
                                            Such Royalty Fee will be paid within ten (10) days after the end of each month. The
                                            failure to pay the Royalty Fee when due shall constitute an Event of Default pursuant to,
                                            and in accordance with, clause 18.1.1 of this Agreement.



 


		n.	Reports.
                                            Master Franchisee will provide THRI with the following information, by hard copy or electronic
                                            format prescribed by or otherwise acceptable to THRI: (i) daily sales of Retail Products
                                            and combination of Retail Products sold; (ii) monthly, quarterly and fiscal year-to-date
                                            profit and loss statements prepared as management accounts in accordance with generally accepted
                                            accounting principles in the Territory for the Retail Right; and (iii) such other information
                                            and records as THRI may reasonably request.



 


		o.	Indemnification.
                                            Master Franchisee shall defend, indemnify and hold harmless the THRI Indemnified Parties
                                            from and against Losses arising out of or in connection with (i) any failure of Master
                                            Franchisee to exercise the Retail Right in compliance with this Letter Agreement, (ii) any
                                            deceptive or fraudulent activities, corporate malfeasance, negligence or misconduct in connection
                                            with Master Franchisee’s exercise of the Retail Right, including but not limited to
                                            any related to the operation or operator of any Approved Platform; and (iii) any failure
                                            of Master Franchisee or any of its Affiliates to properly remit any tax payments required
                                            in connection with the exercise of the Retail Right. The relevant provisions of clause 20
                                            of this Agreement shall apply with respect to Master Franchisee’s indemnification obligations
                                            under this Schedule 1A.



 






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APPENDIX 1 to
Schedule 1A


 


Retail Products


 


[****]


 


Master Franchisee
acknowledges that the list of TIM HORTONS® branded products set forth above may be modified in THRI’s sole discretion by written
notification by THRI from time to time and, in such event, the definition of Retail Products shall be so modified. For the avoidance
of doubt, THRI shall need to approve the sale of TIM HORTONS® branded products from both a product standpoint as well as packaging
and intellectual property standpoint.


 


APPENDIX 2
to Schedule 1A


 


APPROVED PLATFORMS


 


Online


 


[****]


 


Offline


 


[****]


 


Master Franchisee
acknowledges that the Approved Platforms may be modified by written notification by THRI from time to time and, in such event, the definition
of Approved Platforms in this Appendix 2 shall be so modified.


 






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SCHEDULE 2


Territory Map


 


[****]


 






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SCHEDULE 3


Trademarks


 


	Country	 	Mark	 	Image	 	Status	 	Application

 Number	 	Application

 Date	 	Registration

 Number	 	Registration

 Date	 	Owner

 Name	 	Class(es)	 	Goods/Services
	China	 	TIM HORTON DONUTS	 		 	Registered	 	95005994	 	01/16/1995	 	895630	 	11/07/1996	 	Tim Hortons Restaurants International GmbH	 	29	 	(29) Soups, prepared meat, prepared vegetable dishes, milk and milk products, salad.
	China	 	TIM HORTON DONUTS	 		 	Registered	 	95005995	 	01/16/1995	 	911233	 	12/07/1996	 	Tim Hortons Restaurants International GmbH	 	30	 	(30) Coffee, tea, and coffee and tea substitutes, donuts, baked goods, breads and rolls, pastries, cakes, cookies and preparations made from cereals and flour, and ices and other confectioneries, filled sandwiches, salad dressings.
	China	 	TIM HORTON DONUTS	 		 	Registered	 	95005996	 	01/16/1995	 	915912	 	12/14/1996	 	Tim Hortons Restaurants International GmbH	 	42	 	(42) Coffee shop services, restaurant services.
	China	 	TIM HORTONS	 		 	Registered	 	8016478	 	01/22/2010	 	8016478	 	03/07/2011	 	Tim Hortons Restaurants International GmbH	 	07	 	(07) Coffee grinders.
	China	 	TIM HORTONS	 		 	Registered	 	8016477	 	01/22/2010	 	8016477	 	08/21/2014	 	Tim Hortons Restaurants International GmbH	 	11	 	(11) Electric coffee machines and coffee brewers.
	China	 	TIM HORTONS	 		 	Registered	 	8016495	 	01/22/2010	 	8016495	 	03/28/2011	 	Tim Hortons Restaurants International GmbH	 	29	 	(29) Soups; processed meat dishes; processed vegetable dishes; milk and milk products, salads vegetable salads, fruit salad; cooked chili.



 






    


     


    

 


CERTAIN PORTIONS
OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


	China	 	TIM
    HORTONS	 		 	Registered	 	1294824	 	12/24/2015	 	1294824	 	12/24/2015	 	Tim
    Hortons Restaurants International GmbH	 	29,
    30, 43	 	(29)
    Soups; prepared meat and/or vegetable dishes; milk and milk products; yogurt; yogurt parfaits; prepared foods, namely omelettes,
    salads, stews, chili con came, hash browns, baked beans and mixed fruit; milk based hot beverages; crisps (potato), namely kettle
    cooked chips.  (30) Coffee beverages; tea beverages; coffee and tea substitutes; ground coffee and coffee beans; single
    serve coffee packets; single serve latte packets; cocoa; hot chocolate; hot chocolate mixes; hot and cold coffee-based beverages;
    hot and cold tea-based beverages; chocolate-based beverages; cocoa-based beverages; donuts; donut balls; donut pieces; instant donut
    mixes; crullers; fritters; strudels; eclairs; danishes; cinnamon rolls; croissants; cakes; pies; muffins; bagels; biscuits; cookies;
    prepared (filled) sandwiches; wrap sandwiches; breakfast sandwiches; paninis; baked goods; oatmeal; cold cereals; breads; rolls;
    toast; pastries; cakes; cookies; preparations made from cereals and flour; ices; ice cream; confectioneries; sugar; preparations
    made from cereals for food for human consumption; yeast; salad dressings; prepared foods, namely quiche, crepes, pasta dishes, breakfast
    wraps, lasagna.  (43) Coffee shop services; coffee bar services; café services; restaurant services (both sit down
    and take out).



 






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CERTAIN
PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


	China	 	TIM HORTONS	 		 	Registered	 	8016494	 	01/22/2010	 	8016494	 	02/14/2011	 	Tim Hortons Restaurants International GmbH	 	30	 	(30) Coffee beverages; tea beverages; coffee and tea substitutes; ground coffee and coffee beans; cocoa; hot chocolate; coffee-based beverages; specialty coffee beverages; chocolate-based beverages; cocoa-based beverages; donuts; donut pieces, cakes, pies, muffins, bagels, biscuits, cookies; donut, cake and pie toppings; filled sandwiches, breads and rolls, pastries, cookies and preparations made from cereals and flour, ices, ice cream and other confectioneries, sugar, preparations made from cereals for food for human consumption, flour, yeast; donut with and pie with filings; baked pastries; salad flavorings.
	China	 	TIM HORTONS	 		 	Registered	 	8016493	 	01/22/2010	 	8016493	 	07/28/2012	 	Tim Hortons Restaurants International GmbH	 	43	 	(43) Coffee shop services; cafe services; restaurant services (both sit down and take out).



 






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CERTAIN
PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL
HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


	China	 	TIM HORTONS ALWAYS FRESH CAFE & BAKE SHOP & Keystone Design (B&W)	 		 	Registered	 	1294822	 	12/24/2015	 	1294822	 	12/24/2015	 	Tim Hortons Restaurants International GmbH	 	29,
    30, 43	 	(29) Soups; prepared meat and/or vegetable dishes; milk and milk products; yogurt; yogurt parfaits; prepared foods, namely omelettes, salads, stews, chili con came, hash browns, baked beans and mixed fruit; milk based hot beverages; crisps (potato), namely kettle cooked chips.  (30) Coffee beverages; tea beverages; coffee and tea substitutes; ground coffee and coffee beans; single serve coffee packets; single serve latte packets; cocoa; hot chocolate; hot chocolate mixes; hot and cold coffee-based beverages; hot and cold tea-based beverages; chocolate-based beverages; cocoa-based beverages; donuts; donut balls; donut pieces; instant donut mixes; crullers; fritters; strudels; eclairs; danishes; cinnamon rolls; croissants; cakes; pies; muffins; bagels; biscuits; cookies; prepared (filled) sandwiches; wrap sandwiches; breakfast sandwiches; paninis; baked goods; oatmeal; cold cereals; breads; rolls; toast; pastries; cakes; cookies; preparations made from cereals and flour; ices; ice cream; confectioneries; sugar; preparations made from cereals for food for human consumption; yeast; salad dressings; prepared foods, namely quiche, crepes, pasta dishes, breakfast wraps, lasagna.  (43) Coffee shop services; coffee bar services; café services; restaurant services (both sit down and take out).



 






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CERTAIN PORTIONS
OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


	China	 	TIM HORTONS Script Design (B&W)	 		 	Registered	 	8016492	 	01/22/2010	 	8016492	 	03/07/2011	 	Tim Hortons Restaurants International GmbH	 	07	 	(07) Coffee grinders.
	China	 	TIM HORTONS Script Design (B&W)	 		 	Registered	 	8016489	 	01/22/2010	 	8016489	 	03/28/2011	 	Tim Hortons Restaurants International GmbH	 	29	 	(29) Soups; processed meat dishes; processed vegetable dishes; milk and milk products, salads vegetable salads; fruit salad; cooked chili.



 






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CERTAIN PORTIONS
OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


	China	 	TIM HORTONS Script Design (B&W)	 		 	Registered	 	1294823	 	12/24/2015	 	1294823	 	12/24/2015	 	Tim Hortons Restaurants International GmbH	 	29, 30, 43	 	(29) Soups; prepared meat and/or vegetable dishes; milk and milk products; yogurt; yogurt parfaits; prepared foods, namely omelettes, salads, stews, chili con came, hash browns, baked beans and mixed fruit; milk based hot beverages; crisps (potato), namely kettle cooked chips.  (30) Coffee beverages; tea beverages; coffee and tea substitutes; ground coffee and coffee beans; single serve coffee packets; single serve latte packets; cocoa; hot chocolate; hot chocolate mixes; hot and cold coffee-based beverages; hot and cold tea-based beverages; chocolate-based beverages; cocoa-based beverages; donuts; donut balls; donut pieces; instant donut mixes; crullers; fritters; strudels; eclairs; danishes; cinnamon rolls; croissants; cakes; pies; muffins; bagels; biscuits; cookies; prepared (filled) sandwiches; wrap sandwiches; breakfast sandwiches; paninis; baked goods; oatmeal; cold cereals; breads; rolls; toast; pastries; cakes; cookies; preparations made from cereals and flour; ices; ice cream; confectioneries; sugar; preparations made from cereals for food for human consumption; yeast; salad dressings; prepared foods, namely quiche, crepes, pasta dishes, breakfast wraps, lasagna.  (43) Coffee shop services; coffee bar services; café services; restaurant services (both sit down and take out).



 






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CERTAIN PORTIONS
OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


	China	 	TIM HORTONS Script Design (B&W)	 		 	Registered	 	8016487	 	01/22/2010	 	8016487	 	07/28/2012	 	Tim Hortons Restaurants International GmbH	 	43	 	(43) Coffee shop services; cafe services; restaurant services (both sit down and take out).
	China	 	TIM HORTONS Script Design BW	 		 	Registered	 	8016491	 	01/22/2010	 	8016491	 	08/21/2014	 	Tim Hortons Restaurants International GmbH	 	11	 	(11) Electric coffee machines and coffee brewers.



 






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CERTAIN PORTIONS
OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


	China	 	TIM HORTONS Script Design BW	 		 	Registered	 	8016488	 	01/22/2010	 	8016488	 	02/14/2011	 	Tim Hortons Restaurants International GmbH	 	30	 	(30) Coffee beverages; tea beverages; coffee and tea substitutes; ground coffee and coffee beans; cocoa; hot chocolate; coffee-based beverages; specialty coffee beverages; chocolate-based beverages; cocoa-based beverages; donuts; donut pieces, cakes, pies, muffins, bagels, biscuits, cookies; donut, cake and pie toppings; filled sandwiches, breads and rolls, pastries, cookies and preparations made from cereals and flour, ices, ice cream and other confectioneries, sugar, preparations made from cereals for food for human consumption, flour, yeast; donut with and pie with fillings; baked pastries; salad flavorings.



 






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CERTAIN PORTIONS
OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


SCHEDULE
4


Permitted Existing
Businesses


 


TAB GIDA - Turkey 


- Burger King 


- Popeyes 


- Sbarro 


- Arby’s 


- Usta Doner


 


Burger King (Shanghai Restaurant Co.
Ltd.) – China 


- Burger King


 






     

     


    







 


CERTAIN PORTIONS
OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


SCHEDULE 5 


Core Menu Items


 


Beverages


- Brewed Coffee


- Espresso Coffee 


- Iced Capp 


- French Vanilla


 


Breakfast 


- Sausage/Bacon Sandwiches


 


Lunch 


- Panini Sandwiches 


- Crispy Chicken Sandwich 


- Wraps


 


Baked Goods 


- Donuts 


- Timbits 


- Bagels 


- Cookies 


- Muffins 


- Croissants


 






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CERTAIN PORTIONS
OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


  


SCHEDULE 6 


Required Insurance


 


For as long as this
Agreement remains in effect and for three years thereafter (which may be satisfied by a prepaid tail policy), Master Franchisee shall
maintain the insurance set out in Section 20. Each and every policy required pursuant to this Agreement, except as noted, shall
have maximum deductibles of Fifty Thousand U.S. Dollars (USD$50,000) subject to approval by THRI and shall have coverage limits of:


 


i.
Comprehensive General Liability Insurance, including products liability coverage with limits of at least Five Million U.S. Dollars (USD$5,000,000)
per occurrence and Ten Million U.S. Dollars (USD$10,000,000) per occurrence in umbrella/excess liability coverage, for damage, injury
and/or death to persons and damage and/or injury to property;


 


ii. Automotive liability
insurance, including bodily injury and property damage for all owned, non-owned and hired vehicles: no minimum requirement.


 


iii. Worker’s
Compensation Insurance and Employer’s Liability Insurance coverage required under the applicable Laws in the Territory; and


 


iv.
Fidelity/Fiduciary Insurance, in an aggregate amount of not less than Five Million U.S. Dollars (USD$5,000,000)
per occurrence (funded from the Ad Fund); and Master Franchisee shall, upon full execution of this Agreement (and on the policy anniversary
dates or as otherwise reasonably requested by THRI), obtain from its insurers certificates confirming that all required insurance coverage
is in effect and Master Franchisee shall obtain copies of all endorsements that add the THRI Indemnified Parties as additional insureds
to the policies.


 






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CERTAIN PORTIONS
OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


EXHIBIT A
 –Intentionally Omitted


 






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CERTAIN PORTIONS
OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


EXHIBIT B


 


Level 2 Agreed
Scope


 


FORM OF
AGREED SCOPE – LEVEL 2 BACKGROUND CHECK


 


		A.	Retrieval
                                            of corporate structure, registration and ownership information pertaining to each Relevant
                                            Person (which is not a natural person), where available, and other company affiliations.



 


		B.	Verification
                                            of each Relevant Person's identifying information, including
                                            marital status, where available.



 


		C.	Comprehensive
                                            searches of local public record repositories, where available, in an effort to identify adverse
                                            information pertaining to the Relevant Persons, be it
                                            civil and criminal litigation, adverse regulatory filings, bankruptcy filings, state and
                                            federal tax liens or significant monetary judgments.



 


		D.	Source inquiries
                                            with local public and industry sources, as appropriate.



 


		E.	Comprehensive
                                            searches of a wide range of English-language media sources in an effort to identify instances
                                            in which the Relevant Persons have been included in news reports suggesting direct or indirect
                                            involvement with bribery, corruption, money-laundering, kickbacks, organised crime, embezzlement
                                            and/or fraud.



 


		F.	Searches of
                                            the appropriate foreign-language news sources in an effort to identify instances in which
                                            the Relevant Persons have been included in news reports suggesting direct or indirect involvement
                                            with bribery, corruption, money-laundering, kickbacks, organised crime, embezzlement and/or
                                            fraud.



 


		G.	English and,
                                            where possible, foreign-language internet research in an effort to identify authoritative
                                            information suggesting the Relevant Persons have been involved directly or indirectly with
                                            bribery, corruption, money-laundering, kickbacks, organised crime, embezzlement and/or fraud.



 


		H.	Searches
                                            of a proprietary, subscription database comprising Politically Exposed Persons
                                            (PEPs) and state-owned entities in an effort to identify any nexus on the part of the Relevant
                                            Persons with any government agencies and/or high-ranking public officials.



 


		I.	Comprehensive
                                            searches of U.S. and international sanction and watch lists for any reference to the Relevant
                                            Persons, inclusive of the Office of Foreign Assets Control Specially Designated Nationals
                                            list (OFAC SDN), the U.S. Government’s System for Award Management (“SAM”),
                                            the FBI Most Wanted Lists and Interpol Red Notices.



 


		J.	Searches
                                            of redundant proprietary databases in an effort to identify
                                            instances in which the Relevant Persons have been associated with any investigations, indictments,
                                            or prosecutions related to enforcement of the Foreign Corrupt Practices Act (FCPA).



 






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CERTAIN PORTIONS
OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


EXHIBIT C – DEVELOPMENT
PROCEDURES FOR FRANCHISED RESTAURANTS


 


		1.1	Master Franchisee
                                            must follow the development processes and procedures described in clause 6 above and the
                                            additional development processes and procedures set out below in connection with the development
                                            of Franchised Restaurants.



 


		1.2	With
                                            respect to each Franchised Restaurant, the Franchisee must apply for and obtain franchise
                                            approval in writing from Master Franchisee (“Franchise Approval”). The
                                            Franchisee must submit all relevant information and documents to Master Franchisee. As part
                                            of the Franchise Approval procedures, the Franchisee must, as a condition to the granting
                                            of Franchise Approval, have obtained operational, financial, credit and legal approval as
                                            well as Franchisee Site Approval (as defined below) from Master Franchisee.



 


		1.3	Master
                                            Franchisee must conduct and provide THRI with a Level 2 Background Check on any new Franchisee
                                            and all principals thereof. The results of such Level 2 Background Check shall reveal (i) no
                                            prior or current criminal activity which would, or would reasonably be expected to, rise
                                            to the level of a felony offense, (ii) no evidence of significant moral turpitude or
                                            reputational issues, (iii) that the Franchisee or any of the principals thereof have
                                            not voluntarily disclosed or admitted to, or have not otherwise been found by a court of
                                            competent jurisdiction to have violated, attempted to violate, aided or abetted another party
                                            to violate, or conspired to violate, any of the Anti-Corruption Laws, or (iv) the Franchisee
                                            or any of the principals thereof, owns, operates or controls a competitor of an RBI brand
                                            or is a former or existing franchisee of an RBI brand.



 


		1.4	The
                                            Franchisee must submit all relevant information and documents to Master Franchisee for any
                                            proposed new Franchised Restaurant.



 


		1.5	Once
                                            Franchise Approval is obtained, the Franchisee shall apply for and obtain approval from Master
                                            Franchisee to build a Franchised Restaurant at a particular location within the Territory
                                            in accordance with Master Franchisee’s approval procedures (“Franchisee Site
                                            Approval”). Franchisee Site Approval is a prerequisite to authorization of Master
                                            Franchisee to the Franchisee to construct a Franchised Restaurant at a particular location.
                                            Master Franchisee shall grant or deny Franchisee Site Approval based on its business judgment,
                                            subject to the provisions set forth in clause 6 above. If the Franchisee enters into any
                                            legally binding commitment with vendors or lessors of a potential site before Master Franchisee
                                            has first given Franchisee Site Approval, then the Franchisee shall bear the entire risk
                                            of loss or damage resulting from a subsequent decision of Master Franchisee not to give Franchisee
                                            Site Approval. In particular and without prejudice to the generality of the foregoing:



 


		1.5.1	The
                                            Franchisee Site Approval application shall contain detailed information regarding the site
                                            and the market around the site, including without limitation, a statement regarding the area
                                            of the proposed Franchised Restaurant which shall equal or exceed the minimum areas, together
                                            with an estimate of sales, and shall use the application format from time to time adopted
                                            by THRI applicable to the Territory. The Franchisee shall acknowledge and agree that any
                                            site selection assistance provided by Master Franchisee or its Affiliates is not intended
                                            and shall not be construed or interpreted as a representation, warranty or guarantee that
                                            the site (or any other site) will achieve the estimated sales or otherwise succeed, nor shall
                                            any location recommendation made by THRI, Master Franchisee or their respective Affiliates
                                            be deemed a representation that any particular location is available for use as a Franchised
                                            Restaurant.



 






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OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
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		1.5.2	Master
                                            Franchisee shall not be required to give consideration to any site application unless all
                                            information of Franchisee, and Franchisee’s Affiliates (as applicable) reasonably required
                                            by Master Franchisee in such application has been fully provided. If Franchisee is aware
                                            of any material fact or information which Franchisee (or its Affiliates, as applicable) has
                                            not provided for in any forms or other documents to be lodged with any application, Franchisee
                                            shall provide such information to Master Franchisee in writing as a supplement to such application.



 


		1.5.3	The
                                            following requirements relating to site acquisition and construction shall apply:



 


		1.5.3.1	The
                                            Franchisee assumes all cost, liability, expense and responsibility in locating, acquiring
                                            and developing the sites and of construction of any Franchised Restaurants to be developed.



 


		1.5.3.2	All
                                            Franchised Restaurants shall be constructed, equipped and furnished in accordance with approved
                                            plans and specifications included in the Standards. These plans and specifications shall
                                            include the architectural design of the building, style, size and interior décor and
                                            color schemes, internal and external signage as well as the proposed kitchen layout, service
                                            format and equipment. If, and to the extent that, the Franchisee requires architectural and
                                            engineering services, it will contract for those services independently at its own expense.



 


		1.5.3.3	Master
                                            Franchisee shall notify THRI when a Franchised Restaurant is under construction so that THRI
                                            can issue the TH# for the Restaurant. The TH# number will identify the Franchised Restaurant.



 


		1.5.4	The
                                            Franchisee shall agree that by granting approval of any site or the approval of any plans
                                            and specifications or of any other matter relating to the development of a Restaurant, neither
                                            THRI nor Master Franchisee shall be deemed to be making, and no Affiliate of THRI or Master
                                            Franchisee or any Person on behalf of THRI or Master Franchisee is or shall be deemed to
                                            be making, any representation or warranty relating directly or indirectly to the success
                                            or viability of, or any other matter relating to, the Franchised Restaurant and any such
                                            representation or warranty is hereby expressly excluded. The Franchisee shall confirm that
                                            it has not relied on any warranty, representation or advice that may be given by any Person
                                            by or on behalf of THRI, Master Franchisee or their respective Affiliates.



 


		1.5.5	Once
                                            Master Franchisee has given written Franchisee Site Approval, the Franchisee may proceed
                                            to negotiate a lease or other interest in the land or building required to secure the site.
                                            As soon as the Franchisee secures such interest it shall notify Master Franchisee accordingly.
                                            The Franchisee shall also notify Master Franchisee accordingly if it fails or reasonably
                                            believes that it has failed to secure the site.



 






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OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


		1.5.6	Master
                                            Franchisee’s approval of the lease or purchase agreement shall be conditioned upon
                                            inclusion in the lease or purchase agreement of terms acceptable to Master Franchisee, and
                                            Master Franchisee shall have the right to require inclusion of any or all of the following
                                            provisions, which will:



 


		1.5.6.1	Allow
                                            the Franchisee the right to elect to assign the leasehold interest to Master Franchisee or
                                            an Affiliate or franchisee of THRI, in each case, without landlord consent and any increase
                                            in rent;



 


		1.5.6.2	In
                                            case of lease of the site, require the lessor to provide Master Franchisee with a copy of
                                            any notice of deficiency under the lease sent to the Franchisee, at the same time as such
                                            notice is sent to the Franchisee (as the lessee under the lease), and which grants Master
                                            Franchisee the right (but not obligation) to cure any of the Franchisee’s deficiencies
                                            under the lease within fifteen (15) Business Days after the expiration of the period in which
                                            the Franchisee has to cure any such default, should the Franchisee fail to do so; and



 


		1.5.6.3	Require
                                            that the premises be used solely for the operation of a Franchised Restaurant.



 


Additionally,
at Master Franchisee’s request and in such form as Master Franchisee shall require, the Franchisee shall provide evidence of its
interest in the site including a copy of any document in or translated into English evidencing such interest.


 


		1.5.7	In determining
                                            whether or not to grant any approval referred to in this Agreement including, but not limited
                                            to, Franchisee Site Approval, Master Franchisee may have regard to any relevant matter or
                                            thing in its sole discretion, including to the protection of the Tim Hortons System, to its
                                            own interests and to the orderly and proper development of Restaurants in the Territory,
                                            and the interests of other operators of Tim Hortons Restaurants in the Territory, or in other
                                            areas adjacent to or which may be directly or indirectly impacted by the operation of this
                                            Agreement and any Franchise Agreements.



 






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OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


EXHIBIT D
 – PRODUCT APPROVAL NOTICE


 


[THRI]


 


	Re:	Approved Product:
	 	Name of Proposed Supplier (s):




 


Dear Sir/Madam:


 


Reference is made
to the Amended and Restated Master Development Agreement dated [___] [__________] 2021 (the “Agreement”) by and among Tim
Hortons Restaurants International (THRI), Tim Hortons Restaurants International GmbH and TH International Limited. Capitalized terms
used but not defined in this Product Approval Notice have the meanings set forth in the Agreement. This is the “Product Approval
Notice” referred to in clause 10.3.1 of the Agreement.


 


This is to advise
you that Master Franchisee hereby requests that THRI approve the supplier(s) referenced above (the “Proposed Supplier(s)”)
to provide the Approved Products referenced above.


 


Pursuant to the
requirements of clause 10.3.1 of the Agreement, we have enclosed the following:


 


1.             Audit
Report of ________________ with respect to [the/each] Proposed Supplier;


 


2.             Copies
of THRI’s Master GTCs (with no changes thereto or with changes that have been approved by THRI) executed by all of the Proposed
Suppliers; and


 


3.             Other.


 


THRI WILL USE COMMERCIALLY
REASONABLE EFFORTS TO NOTIFY MASTER FRANCHISEE OF ITS DECISION WHETHER TO APPROVE OR DISAPPROVE OF THE PROPOSED SUPPLIER(S) WITHIN
90 DAYS AFTER RECEIPT OF THIS APPROVAL NOTICE. FAILURE BY THRI TO NOTIFY MASTER FRANCHISEE OF ITS DECISION WITHIN SUCH 90 DAY PERIOD
SHALL NOT OPERATE AS A DEEMED CONSENT OF THE PROPOSED SUPPLIER(S).


 






    9


     


    







 


CERTAIN PORTIONS
OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


EXHIBIT E – TERMS &
CONDITIONS OF SUPPLY OF MARKETING SERVICES


 


Terms and Conditions
of Supply/Marketing Services


 


Operating
Procedures.


 


1.              In
conducting Marketing Activities under the Master Development Agreement, __________________________ (the “Company”) shall
comply with the provisions of these Terms and Condition of Supply to the extent the Company conducts any Marketing Activities wherein
the Company has access to Personal Information of Franchisees, as defined in Appendix A.1 attached hereto and incorporated herein by
this reference.


 


2.              In
connection with conducting Marketing Activities, the Company may engage Marketing Agencies to provide such services so long as each such
Marketing Agency signs an agreement with the Company in the form set forth as APPENDIX A.2, attached hereto and incorporated herein by
this reference. The Marketing Agency will provide Marketing Services to the Company pursuant the terms and conditions of this Agreement
and will bill the Company directly for the rendition of such services. In no event will THRI be liable for the financial obligations
of the Company or any Franchisee who utilizes the services of a Marketing Agency. The Company shall inform THRI when it will seek to
engage an agency to provide Marketing Services. In no event shall any separate agreement with the Company and any Marketing Agency conflict
with the terms and conditions of this Agreement and the Company must submit all agreements between the Company and a Marketing Agency
to THRI for THRI’s reasonable approval prior to the execution of the agreement by the Marketing Agency and the Company. Upon reasonable
approval by THRI of a services agreement between a Marketing Agency and the Company, the Company shall submit a fully executed copy of
each such agreement to THRI within ten (10) days of full execution of such agreement. The Company shall not make any amendments
to the form of APPENDIX A.2, without the prior written consent of THRI. THRI shall promptly respond to the Company.


 


3.              The
Company shall be responsible for handling and responding to in a timely fashion to all unsolicited advertising ideas, proposals, concepts,
suggestions or tangible materials submitted to the Company and in doing so shall comply with THRI’s Unsolicited Ideas Policy, as
may be modified by THRI from time to time and provided to the Company by THRI


 


4.              In
connection with media buying services, the Company shall comply with THRI’s Media Buying Guidelines and will provide proof of performance
to THRI, in accordance with THRI’s policies and practices relating to media purchasing, as may be modified by THRI from time to
time. Such proof of performance shall be made available to THRI at THRI’s place of business, on reasonable notice.


 


5.              THRI
shall not have any liability as to any media, suppliers or other third parties subcontracted by the Company, including to any Marketing
Agency, and including further liability for payment of any fees or costs due and owing to such parties pursuant to any agreement between
Company and such parties. Company shall include in any contracts it makes with such parties the following legend: "[●] shall
be solely liable for payment under this contract. Under no circumstances will THRI be liable to you for payment hereunder."


 






    	 	Exhibit E	 



     


    




 


CERTAIN PORTIONS
OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


6.              (a)            Company
shall not contract or subcontract with any of THRI's employees or any Affiliates of such employees without THRI's written approval after
prior disclosure of the relationship. Approval shall be obtained from THRI’s Legal Director.


 


(b)             Company
shall not pay any gratuities, commissions or fees, or grant any rebates, to any employee or officer of THRI, or to any of THRI’s
Affiliates or franchisees, or any employee or officer thereof, for his or her personal or private benefit, nor favor any such officer,
employee or franchisee with gifts, travel or entertainment (other than that which would be considered normal business-related meals)
of any substantial cost or value, nor enter into any business arrangements with them which benefit them personally or privately.


 


(c)             In
connection with Services provided under this Agreement, Company shall not pay, or procure or authorize a third party to pay, any direct
or indirect product or cash allowances, rebates, brokerage fees, finders’ fees, commissions or any other consideration of any kind
to any third party, including any THRI Affiliate, any franchisee, or any of their representatives or employees, or any other third party
associated with such services, except as explicitly provided in this Agreement, or with THRI’s written approval, provided that
this provision shall not affect Company’s payments to its own employees. Subject to the limitations contained in this paragraph,
Company warrants and represents that in the event that it receives any allowance, rebate or fee from any third party in connection with
this Agreement, the Company will deposit such funds into the Ad Fund.


 


(d)             Company
shall comply with the THRI’s Vendor Code, attached hereto as Appendix D attached hereto and incorporated herein by this specific
reference.


 


7.              In
connection with Services provided by Company hereunder, Company shall use its commercially reasonable efforts to obtain the most favorable
prices, terms and conditions for all materials, services, media and rights purchased on behalf of the Franchisees. The materials, services,
media and rights so acquired will become the property of THRI.


 


8.              (a)            Notwithstanding
anything herein to the contrary, and subject to any Third Party Rights (as hereinafter defined) all tangible and intangible property
or materials developed or prepared by Company pursuant to this Agreement, including, but not limited to, all concepts, plans, sketches,
ideas, promotions, commercials, films, photographs, illustrations, transcriptions, software, literary and artistic materials, recommendations,
trademarks, service marks, copy, layouts, scripts, artistic materials, finished or unfinished, whether created by Company or a third
party supplier, including, but not limited to, a Marketing Agency, or a combination thereof, and all drafts and versions thereof, whether
used or unused ("Material"), shall be and remain the exclusive property of THRI. As used herein, “Third Party Rights”
means the rights retained by the licensors, creators or owners of intellectual property (including, but not limited to, photographs,
video images and sound recordings), as to which a limited use license has been acquired by Company in connection with the development
or preparation of Materials. Company acknowledges and agrees that, subject to Third Party Rights, THRI, its employees, subsidiaries,
successors, agents and assigns and any others acting with THRI’s permission or under its authority, and without any limitations
as to time or territory, have the exclusive right to copyright, use, publish, reproduce, alter and prepare derivative works of the Material
for art, advertising, trade or any other lawful purpose whatsoever, in or through any media or combination of media, now existing or
yet to be invented, and whether Company's Services under this Agreement have been terminated, and without payment of any compensation
to Company for the same. Neither Company nor any of its third party suppliers, including, any Marketing Agencies, shall permit any party
(other than THRI, Franchisees and others designated by THRI) to use any Material without THRI’s prior written permission.


 






    	 	Exhibit E	 



     


    

 


CERTAIN PORTIONS
OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


(b)             Without
in any way limiting the applicability of this section 8, the Company acknowledges that any material developed by the Company itself pursuant
to this Agreement, with the exception of Third Party Rights, is and shall be deemed to be "work made for hire," and that THRI
is and shall be deemed to be the author or creator of such material, and that THRI is the exclusive owner of all intellectual property
rights, title and interest, including the copyrights and any and all other intellectual property rights, in and to such material. If,
for any reason, any of such materials is not found to have been created as work made-for-hire, or, for any other reason that the Company
is the owner of intellectual property rights to such materials, Company hereby assigns (and agrees to assign at the direction of THRI)
all its right, title and interest in and to such materials, including the copyrights of such material, to THRI. Company shall execute,
acknowledge and deliver to THRI any instruments that, in the sole judgment and discretion of THRI, may be deemed necessary to carry out
such assignment, and to protect THRI’s rights in the materials, and otherwise to carry out the purposes and intent of this Agreement
(“Assignment Documents”). In the event any Assignment Document is not executed, acknowledged and delivered to THRI, within
ten (10) days following a request therefor, THRI is hereby irrevocably granted a power of attorney to execute such Assignment Document
on Company’s behalf. If Company executes any contract pursuant to this Agreement for the development of materials and/or ideas,
to the extent that such contract is not for the licensing of Third Party Rights, such contract shall provide that no subcontractor or
other third party shall have any interest in the property of THRI, including any security interest in any such property.


 


(c)             Company
agrees to secure all third party consents, releases and contracts necessary to evidence THRI’s rights (which are subject to Third
Party Rights) in any material provided by Company under this Agreement.


 


(d)             Company
will not use any trademark, service mark, name, slogan, logo, or domain name developed by Company in materials developed under this Agreement
unless Company has received confirmation approving such use from THRI’s trademark counsel. If the marks, name, slogan, logo, or
domain name are ultimately used in materials developed by Company, then Company agrees that such marks, name, slogan, logo, or domain
name are and shall remain THRI’s sole property. The Company shall not obtain or attempt to obtain, during the Term of this Agreement,
or at any time thereafter, any right, title or interest in or to any mark, name, slogan, logo, or domain name owned by THRI or THRI or
any other intellectual property used or owned by THRI or THRI.


 






    	 	Exhibit E	 



     


    

 


CERTAIN PORTIONS
OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


9.              The
Company shall safeguard all materials bearing Tim Hortons Marks and Tim Hortons Domain Names in its and its third party suppliers’
possession and the Company will be responsible for their loss, damage or destruction. The Company shall exert its commercially reasonable
efforts to prevent any loss to THRI marks, name, slogan, logo, or domain name resulting from the failure of proper performance by any
third party. Upon THRI’s written request, the Company shall deliver to THRI all props, costumes, wardrobe items and other objects
purchased for use in the production of Materials.


 


10.            During
the term of this Agreement and for one year thereafter, representatives or agents designated by THRI may, upon reasonable notice and
during normal business hours, examine the records and files of the Company, covering the Company's dealings with Marketing Agencies,
production vendors and other third parties. THRI shall have access to the time records of all Marketing Agency employees who work or
have worked on the Company account and to cost accounting records of Marketing Agency relating solely to the services performed by Marketing
Agency hereunder, except for individual salaries.


 






    	 	Exhibit E	 



     


    







 


CERTAIN PORTIONS
OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 
APPENDIX A.1


 


PERSONAL INFORMATION &
SECURITY


 



Definitions


 


(a)              “Security
Breach” means: (1) any act or omission that materially compromises either Personal Information or the physical, technical,
administrative, or organizational safeguards put in place by Agency (or its agents or subcontractors) that relate to the protection of
Personal Information; or (2) receipt of a complaint in relation to the privacy practices of Agency, a breach or alleged breach of
this Agreement or the privacy or data protection policies of Agency that involve Personal Information.


 


(b)              “Personal
Information” means information provided by or at the direction of Tim Hortons Restaurants International GmbH (“THRI”),
or to which access was provided in the course of Agency’s performance of the Agreement that: (1) identifies or distinguishes
an individual, such as name, signature, address, telephone number, email address, date of birth, device ID, or any other unique identifier
as pursuant to applicable law; or (2) that can be used to authenticate that individual including employee identification number,
Social Security Number, driver’s license number or other government-issued identification number, passwords or personal identification
numbers (PINs), biometric or health data, answers to security questions, or other personal identifiers. THRI employee’s business
contact information is not by itself Personal Information. Personal Information qualifies as Confidential Information under this Agreement.


 


(c)              “Highly
Sensitive Personal Information” means a person’s government-issued identification number, financial account number, credit
card number, debit card number, credit report, or biometric or health data.


 


Security Breach
Notification


 


(a)              Agency
shall notify THRI and the Company immediately of a Security Breach, and in any event within twelve (12) hours, after it becomes aware
of such breach and shall provide THRI and the Company with the name and contact information for a primary security contact within Agency
who will be available to assist THRI 24 hours per day, 7 days per week in resolving obligations associated with the Security Breach.
Agency shall notify THRI and the Company of any Security Breach by e-mailing.


 


(b)              Immediately
following such discovery and notification to THRI and the Company, the parties will coordinate with each other to investigate the Security
Breach. Agency agrees to fully cooperate with THRI and the Company in THRI’s and the Company’s handling of the matter, including
any investigation, providing THRI with physical access to the facilities and operations affected, facilitating interviews with Agency’s
employees and others involved in the matter, and making available all relevant records, logs, files, and data reporting or other obligations
required by applicable law, regulation, standard, or as otherwise required by THRI and the Company.


 






    Appendix


     


    




 


CERTAIN PORTIONS
OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


(c)            Agency
shall take immediate steps to remedy the Security Breach at Agency’s expense in accordance with applicable privacy rights, laws,
and standards. Agency shall reimburse THRI and the Company for actual costs incurred in responding to and/or mitigating damages caused
by a Security Breach.


 


(d)            Except
as may be expressly required by applicable law, Agency agrees that it will not inform any third party (other than applicable law enforcement
or as required by applicable law) of any Security Breach without first obtaining THRI’s and the Company’s prior written consent,
other than to inform a complainant that the matter has been forwarded to THRI’s legal counsel. Further, Agency agrees that THRI
and the Company shall have the sole right to determine: (1) whether notice of the Security Breach is to be provided to any individuals,
regulators, law enforcement agencies, consumer reporting agencies, or others as required by law or regulation, or in THRI’s and
the Company’s discretion; and (2) the contents of such notice, whether any type of remediation may be offered to affected
persons, and the nature and extent of any such remediation. Any such notice or remediation shall be at Agency’s sole cost and expense.


 


(e)            Agency
agrees to cooperate with THRI and the Company in any litigation or other formal action against third parties deemed necessary by THRI
and the Company to protect its rights.


 


(f)             Agency
will promptly use its best efforts to prevent a recurrence of any such Security Breach. Upon THRI’s request, Agency shall, at its
sole costa and expense, engage a third party security company agreed upon by THRI and Agency, to conduct a security audit and to provide
a written security plan to address any issues related to such Security Breach and as otherwise identified in such audit.


 


Standard of
Care


 


Agency acknowledges
that in the course of its performance of the services, Agency may receive or have access to Personal Information. In recognition of the
foregoing, Agency covenants and agrees that:


 


(a)            It
will keep and maintain all Personal Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized
use, transfer, sharing, or disclosure.


 


(b)            It
will use and disclose Personal Information solely and exclusively for the purposes for which such information, or access to it, is provided
pursuant to the terms of this Agreement, and will not use, sell, rent, transfer, distribute, or otherwise disclose or make available
Personal Information for Agency’s own purposes or for the benefit of anyone other than THRI and the Company without THRI’s
and the Company’s express written permission.


 


(c)            It
will not, directly or indirectly, disclose Personal Information to anyone outside THRI and the Company including subcontractors, agents,
outsourcers and auditors (hereinafter a “Third Party”), without express written permission from THRI and the Company unless
and to the extent required by law enforcement or government bodies or as otherwise to the extent expressly required by applicable law
or regulations. To the extent Agency discloses or makes Personal Information available to a Third Party, Agency shall remain liable to
THRI and the Company for the actions and omissions of the Third Party and shall require pursuant to a written agreement signed by the
Third Party that the Third Party complies with the terms and conditions of the Agreement including the data privacy and security requirements
terms set forth in this Agreement, as if they were Agency.


 






    Appendix


     


    

 


CERTAIN PORTIONS
OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


Information
Security


 


(a)            Agency
is responsible for any unauthorized collection, access, use, storage, disposal, or disclosure of Personal Information by its employees,
agents or subcontractors under its control or in its possession. Without limiting the foregoing, Agency shall implement and maintain
appropriate safeguards to protect the Personal Information that are no less rigorous than accepted industry practices (such as ISO 27001:2013,
SOC 2 Type 2, SOC 2 Type 1 or other industry standards of information security) to protect the Personal Information from unauthorized
access, destruction, use, modification, or disclosure, as well as with the Payment Card Industry Data Security Standard requirements
(PCI DSS).


 


(b)            At
a minimum, Agency’s information safeguards shall include: (1) secure business facilities, data centers, paper files, servers,
back-up systems and computing equipment including, but not limited to, all mobile devices and other equipment with information storage
capability; (2) network, device application, database and platform security; (3) secure transmission, storage and disposal;
(4)  authentication and access controls within media, applications, operating systems and equipment; (5) encryption of Highly
Sensitive Personal Information stored on any electronic notebook, portable hard drive, or removable electronic media with information
storage capability, such as compact discs, flash drives and tapes; (6) encryption of Highly Sensitive Personal Information when
transmitted over public or wireless networks; (7) strictly segregating Personal Information from information of THRI/Company competitors
so that both types of information are not commingled on any one system; (8) personnel security and integrity including, but not
limited to, background checks consistent with applicable law; and (9) limiting access of Personal Information, and providing privacy
and information security training, to Agency’s Authorized Employees. “Authorized Employees” are Agency’s employees
or contractors who have a need to know or otherwise access the Personal Information to enable Agency to perform its obligations under
this Agreement, and who are bound in writing by obligations of confidentiality sufficient to protect the Personal Information in accordance
with the terms of this Agreement.


 


(c)            Upon
THRI’s and the Company’s written request, Agency will promptly identify all Authorized Employees in writing as of the date
of the request. During the term of each Authorized Employee’s employment by Agency, Agency will at all times cause such Authorized
Employees to strictly abide by its obligations under this Agreement. Agency further agrees that it will maintain a disciplinary process
to address any unauthorized access, use or disclosure of Personal Information by any of Agency’s officers, partners, principals,
employees, agents or independent contractors.


 






    Appendix


     


    




 


CERTAIN PORTIONS
OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN
REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


(d)            Upon
THRI’s or the Company’s written request, Agency shall provide THRI and the Company with a network diagram that outlines Agency’s
Information Technology network and all equipment in relation to fulfilling the terms of this Agreement, including: (1) connectivity
to THRI and the Company and all third parties who may access Agency’s network to the extent the network contains Personal Information;
(2) all network connections including remote access services and wireless connectivity; (3) all access control devices (e.g.,
firewall, packet filters, intrusion detection, access-list routers); (4) any backup or redundant servers, and (5) permitted
access through each network connection.


 


Oversight
of Security Compliance


 


Upon request, Agency
shall grant THRI and the Company, or a third party acting on THRI’s or the Company’s behalf, permission to perform an assessment,
audit, examination, or review of controls in Agency’s environment in relation to the Personal Information being handled and/or
services being provided to confirm compliance with the Agreement, as well as any applicable laws, regulations, and industry standards.
Agency shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure,
and application software that processes, stores, or transports Personal Information pursuant to the Agreement. In addition, upon request,
Agency shall provide THRI with the results of any audit performed at Agency’s sole cost and expense that assesses the effectiveness
of Agency’s information security program as relevant to the security and confidentiality of Personal Information shared during
the course of this Agreement.


 


Injunctive
Relief


 


Agency acknowledges
and agrees that a breach of any data privacy and security obligation set forth in this Agreement may result in irreparable harm for which
monetary damages may not provide a sufficient remedy, and as a result, THRI and the Company will be entitled to seek both monetary damages
and equitable relief. Further, Agency’s failure to comply with any of the provisions of this Agreement shall be deemed a material
breach of the Agreement, and THRI may terminate the Agreement for cause without liability to Agency.


 


Indemnity


 


Agency will indemnify,
defend and hold harmless THRI and the Company, and their parents, subsidiaries and affiliates, and each of their respective officers,
shareholders, directors, employees, and agents and all of their successors and assigns from and against any third party claims, suits,
judgments, losses, fines, liabilities, assessments and expenses (whether fixed or contingent, and including reasonable attorneys’
fees and expenses) that arise from or are related to any failure to comply with any of Agency’s data privacy and security obligations
under the Agreement, or Agency’s gross negligence or wilful misconduct that results in a Security Breach.


 






    Appendix


     


    










 


APPENDIX A.2


 


TERMS AND CONDITIONS
OF SUPPLY AGREEMENT


 


For


 


Marketing Services
for


 


Marketing Agencies


 


This Terms
and Conditions of Supply Agreement for Marketing Services (as defined below) (the “Agreement”) is entered into and effective
as of this ____ day of _____________, 20___ (the “Effective Date”) by and between _____________________ having a principal
place of business at _____________________________________________________ (“Client”), and the company identified in the
signature block below as “Marketing Agency.”


 


This Agreement,
which includes the attached Terms and Conditions, shall govern Marketing Agency’s provision of Marketing Services (as defined below)
to the Tim Hortons® System (as defined below) in all or any portion of the Territory (as defined below) as of the Effective Date
set forth above and shall constitute the agreement between Client and Marketing Agency.


 


This Agreement
shall supersede any Terms and Conditions of Supply previously issued to Marketing Agency and shall apply to any and all Marketing Services
provided by Marketing Agency to the TIM HORTONS® System on or after the Effective Date.


 


In
consideration of the designation by Client of Marketing Agency as an approved Marketing Agency to the TIM HORTONS® System and intending
to be legally bound, Marketing Agency agrees to the attached Terms and Conditions.


 


	ENTERED
                                            INTO BY:

     

    ____________________________________________________

    (“Marketing Agency”)

    (Please Print full Company Name)

     

    By:_________________________________________________

    Name:_______________________________________________

    Title:________________________________________________

    Address:_____________________________________________

    ____________________________________________________

    ____________________________________________________

     

    Phone: (________) _____________________________________

    Email:________________________________________________

    Date: ________________________________________________
	 

     

     

    (“Client”)

     

     

    By:___________________________________________________________

    Name:_________________________________________________________

    Title:__________________________________________________________

    Address:_______________________________________________________

    ______________________________________________________________

    ______________________________________________________________

     

    Phone: (________) _______________________________________________

    Email: (________) _______________________________________________

    Date: _________________________________________________________




 






    Appendix


     


    

 


TERMS AND
CONDITIONS


 


Definitions.


 


		1.	When used in
                                            this Agreement, the following terms have the meanings set forth below:



 


(a)             “Affiliate”
of a Party means any other corporation, partnership, or individual (i) which directly or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with such Party; (ii) which beneficially owns or holds 5% or more of the
shares of any class of the voting stock of such Party; or (iii) of which such Party beneficially owns or hold 5% or more of the
shares of the voting stock. The term “control” means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Party whether through the ownership of voting stock, by contract or otherwise.


 


(b)             “Franchise
Agreement” means a franchise agreement or license agreement by and between THRI and/or its Affiliate and a Franchisee pursuant
to which, among other things, THRI and/or its Affiliates has granted such Franchisee a license to use the Tim Hortons Marks.


 


(c)             “Franchisees”
means any and all franchisees operating TIM HORTONS® restaurants in the Territory under a valid Franchise Agreement.


 


(d)             "Marketing
Services" means all services performed by Marketing Agency pursuant to this Agreement, which shall include advertising,
marketing, media buying, public relations, design, development, delivery and implementation of any website and provision of the other
deliverables.


 


(e)             “Parties”
means, collectively, the signatories to this Agreement and their successors and assigns.


 


(f)              “Party”
means each of the signatories to this Agreement and their respective successors and assigns.


 


(g)             “Territory”
means locations within the de jure boundaries of [X] as specifically defined
by Client from time to time.


 


(h)             “THRI”
means Tim Hortons Restaurants International GmbH and the franchisor of the Tim Hortons® brand in the Territory.


 


(i)              “Tim
Hortons® System” means the system of Client-owned and Franchisee-owned TIM HORTONS® restaurants in the Territory.


 


Marketing
Agency’s Responsibilities and Compensation.


 


2               (a)            Marketing
Agency, under the terms of this Agreement, shall render undivided loyalty and allegiance to the TIM HORTONS® System and Client in
relation to the advertising and promotion of TIM HORTONS® restaurant products and services in the Territory.


 


(b)             Marketing
Agency shall exert its best efforts on behalf of Client to perform, as requested by Client Marketing Services. Nothing in this Agreement
shall give Marketing Agency the right to perform such services for the TIM HORTONS® System on an exclusive basis. These services
will be performed by Marketing Agency, to the extent requested by Client, at the national, divisional, regional and local levels in the
Territory. These services shall include the scope of services set forth on Appendix A, attached hereto and incorporated herein
by this reference. In addition, Marketing Agency shall comply with the provisions of Appendix B,
attached hereto and incorporated herein by this reference to the extent Marketing Agency provides any Marketing Services to Client wherein
Marketing Agency has access to Personal Information as defined on Appendix B. Notwithstanding anything herein to the contrary, Marketing
Agency understands that Client shall be solely liable for payment under this contract. Under no circumstances will THRI or its Affiliates
be liable to Marketing Agency for payment hereunder.


 






    Appendix


     


    

 


(c)             Marketing
Agency shall be responsible for handling and responding to in a timely fashion all unsolicited advertising ideas, proposals, concepts,
suggestions or tangible materials submitted to Client forwarded to Marketing Agency and/ or otherwise submitted directly to Marketing
Agency.


 


(d)             If
requested by Client to do so in writing, Marketing Agency shall render additional services to Client. The fee and scope of any additional
services shall be mutually agreed in writing between the Marketing Agency and Client and such additional services will be reflected in
a written amendment to Appendix A of this Agreement, signed between Client and Marketing Agency.


 


(e)             In
connection with media buying services, Marketing Agency shall comply with Client’s Media Buying Guidelines and will provide proof
of performance to Client in accordance with THRI’s or its Affiliates’ policies and practices relating to media purchasing,
as may be modified by THRI and its Affiliates from time to time. Such proof of performance shall be made available to Client at Client’s
place of business, on reasonable notice.


 


3.              Client
shall have the right to request specific Marketing Agency employees and independent contractors to perform the work required pursuant
to this Agreement. With respect to any such requested employees or independent contractors, Marketing Agency shall, within a reasonable
time of such request (but no later than ten (10) days thereafter), require such requested Marketing Agency employees or independent
contractors to begin work under this Agreement and to complete such work by a reasonable date specified by Client. With respect to work
performed by independent contractors, Client shall have the right to designate a reasonable date by which such work shall be completed.
Client shall also have the right to request the removal of specific Marketing Agency employees and independent contractors from work
under this Agreement and Marketing Agency, upon receipt of such request, shall immediately remove any such Marketing Agency employees
and/or independent contractors.


 


4.              (a)            Marketing
Agency shall ensure that all necessary contracts, authorizations or releases have been obtained with or from parties of interest, and
with or from those whose names, likeness, testimonials, scripts, songs, lyrics, jingles or similar materials or rights are used in materials
prepared under this Agreement. Marketing Agency shall insure that no third party has any ownership interest in materials prepared under
the terms of this Agreement, including, but not limited to, any names, slogans, concepts and graphic designs, except “Third Party
Rights” (as defined in Section 21(a) hereof) as otherwise agreed to in writing by Client prior to any use of such materials.


 






    Appendix


     


    

 


(b)             In
the event Marketing Agency requires performers for use in broadcast advertising production (“Talent” and collectively “Talents”)
under this Agreement,, such Talent may be engaged directly by Marketing Agency or through an outside service (“Talent Payment Service”),
but in no event shall such Talents be considered Client or Franchisee employees. Marketing Agency shall (or Marketing Agency shall cause
the Talent Payment Service, if applicable, to) withhold all legally required taxes for all Talent, and prepare and file all required
tax filings. Marketing Agency shall be responsible for the payment of all applicable performing artists’ rates, use and reuse fees,
and such other obligations (collectively “Union Obligations”) as may arise out of Marketing Agency’s employment of
such Talent. Marketing Agency shall ensure that all agreements with unions relating to services hereunder (collectively “Union
Agreements”) shall provide that Marketing Agency (or Talent Payment Service, if applicable) is solely liable for payments to Talent
that may become due because of the TIM HORTONS® System’s use of the Talent in the advertising materials. Therefore, Marketing
Agency shall indemnify each “Client Indemnitee” (as defined in Section 25(a)) hereof against any loss or expense such
Client Indemnitee may sustain (including reasonable attorneys’ fees) resulting from any claim, suit or proceeding made or brought
against each Client Indemnitee when such claim, suit or proceeding arises out of obligations under a Union Agreement relating to the
production or use of the materials. Marketing Agency must include estimates of Union Obligations in production estimates prior to production.


 


(c)             Talent
hired as models for print or other media uses of photography (e.g., Internet, point of sale or packaging) shall be hired as independent
contractors and in no event shall they be considered employees of Client and/or any Franchisee.


 


(d)             Marketing
Agency shall ensure that all materials prepared or used by it under this Agreement, including all advertising copy, promotions as implemented,
and the rules used in any promotion, comply with all applicable local, state, provincial, and national laws, rules and regulations,
and all guidelines and standards of applicable public or private agencies, including television networks. Marketing Agency is responsible
for obtaining network/broadcast clearance for the benefit of Client and Franchisees of all materials, including slogans and taglines,
created or used by Marketing Agency hereunder.


 


(e)             Marketing
Agency shall proofread all materials, including those approved in writing by Client, as applicable, which Marketing Agency produces hereunder.
Client and Franchisees will not be liable for the payment of any charges or other costs that are the result of mistakes or negligence
on the part of Marketing Agency or a third party supplier, including production mistakes in connection with product information. Marketing
Agency shall be solely responsible for any costs incurred by Client and/or Franchisees for corrective actions taken by Client and/or
Franchisees including, but not limited to, retraction notices as a result of such mistakes.


 






    Appendix


     


    





 


5.             With
respect to Marketing Services to be provided by Marketing Agency to Client, Marketing Agency will be compensated for the performance
of such services as set forth in Appendix C. In no event is Marketing Agency to receive any compensation or commission in connection
with space, time or material placed or purchased subsequent to the termination of this Agreement.


 


6.             Upon
the request of Client and/or a Franchisee, so long as such Franchisee have signed a compensation agreement with Marketing Agency in the
form set forth as Appendix C, attached hereto and incorporated herein by this reference, Marketing Agency will provide Marketing Services
to such Franchisee and will bill the Franchisee directly for the rendition of such services. In no event will Client be liable for the
financial obligations of any Franchisee who utilizes Marketing Agency's services. Marketing Agency shall inform Client when it is approached
by a Franchisee to perform Marketing Services so that Client may obtain the approval of the compensation terms and the compensation agreement
from THRI, prior to Marketing Agency performing any Franchisee-requested services. In no event shall any separate agreement with Marketing
Agency and any Franchisee conflict with the terms and conditions of this Agreement and Marketing Agency must submit all agreements between
Marketing Agency and Franchisees to Client so that Client can obtain the approval of THRI prior to the execution of the Agreement by
Marketing Agency and Franchisee. Marketing Agency shall not provide any services to a Franchisee without a signed agreement between Marketing
Agency and the Franchisee that has been pre-approved by THRI. Marketing Agency reserves the right to refuse to provide services to any
Franchisee for good business reasons, upon prior written notice to Client. Upon approval by THRI of a services agreement between Marketing
Agency and a Franchisee, Marketing Agency shall submit a fully executed copy of each such agreement to THRI within ten (10) days
of full execution of such agreement. Marketing Agency shall not make any amendments to the form of Appendix A, without the prior
written consent of THRI. If requested by a Franchisee to do so in writing, Marketing Agency, subject to THRI prior written approval,
shall render additional services to the Franchisee, the fee and scope of any additional services to be mutually agreed to in writing
between Marketing Agency and Franchisee.


 


7.             Client
and/or THRI shall have the right to evaluate Marketing Agency’s performance (“Marketing Agency Performance Evaluation”)
in any way Client and/or THRI deems appropriate, and Marketing Agency agrees to fully cooperate with such evaluation. The Marketing Agency
Performance Evaluation may include any or all of the following: (i) Marketing Agency’s performance of its duties and obligations
under this Agreement; (ii) Marketing Agency's creative; (iii) Marketing Agency’s media strategies; and (iv) consumer
response. All of the above-referenced and any other requested information supplied by Marketing Agency to Client and/or THRI will be
provided in such form and substance as Client and/or THRI request.


 


Operating
Procedures.


 


8.             With
respect to all out of pocket third-party vendor expenses, including but not limited to media and production purchases, Marketing Agency
shall operate within the budget or estimate provided or approved by Client in performing its obligations under this Agreement. Marketing
Agency will obtain Client’s prior written approval with respect to all expenditures not included in any budget or estimate provided
or approved by Client. Approvals that must be obtained with respect to budgets established by Client shall be obtained from those individuals
whose authorization is in accordance with dollar authorization guidelines furnished to Marketing Agency by Client, as amended from time
to time. Any commitments for media purchases, production purchases or other expenses made by Marketing Agency, in excess of the budget
provided or approved by Client, and without prior approval from Client, shall be settled or paid by Marketing Agency from its own resources
and assets, and will not be reimbursed by Client.


 






    Appendix


     


    

 


9.             Marketing
Agency shall furnish to Client (and if requested by THRI) for Client’s and/or THRI’s approval all advertising, marketing,
public relations and promotion materials prepared under this Agreement, including, but not limited to all materials prepared on behalf
of Client as well as all materials prepared on behalf of a Franchisee. Requests for the approval of such materials shall be simultaneously
sent to the Marketing Director and Legal Director of Client, for approval on behalf of Client. Approval of the materials shall be evidenced
by the signatures of a representative of the Marketing Director or his or her designee within the Marketing Department of Client, and
the Legal Director of Client or his or her designee within the Legal Department of Client. Client’s review and approval of any
materials prepared under this Agreement shall not constitute a waiver by Client of Marketing Agency’s obligations hereunder. Notwithstanding
the foregoing, all materials developed for a Franchisee should also be sent to the Franchisee for review and prior approval.


 


10.           When
requested to do so by Marketing Agency in writing, Client shall confirm the accuracy of the information or data supplied by Client concerning
claims contained in any advertising materials. Copies of all such requests shall be sent to Client’s Legal Director and to Client’s
Marketing Director. Confirmation of the accuracy of the information or data and approval to use such material shall be made only by Client’s
Legal Director in writing signed by him or her. It shall be Marketing Agency’s obligation to obtain confirmation and accuracy of
information or data supplied to Marketing Agency by a Franchisee containing claims contained in any advertising materials for such Franchisee.
Client shall have no responsibility for any such data or information.


 


11.           Marketing
Agency at all times shall adhere to THRI's and/or its Affiliates’ policies and procedures relating to advertising, marketing and/or
promotional matters, as may be modified by THRI and/or its Affiliates, from time to time, including, but not limited to, THRI’s
and/or its Affiliates’ policies and procedures with respect to production, pictorial representation, domain name registration,
website development and hosting, brand standards, merchandising, and media buying. Client and/or THRI (if THRI so requests) shall have
the right to approve all photographing, cinematography and videotaping of food prior to use in any advertising materials to ensure that
the standards of said policies are met and that the product is accurately and realistically depicted. Such approval shall be given in
writing by Client’s Marketing Director and Legal Director. If no such approval is obtained from both of Client’s Marketing
and Legal Departments, Marketing Agency shall be solely liable for any expenses incurred in connection with any subsequent
photographing, cinematography or videotaping requested by Client to replace that which was previously done, and shall indemnify, hold
harmless and defend each Client Indemnitee from and against any and all claims, losses, damages and lawsuits (including reasonable attorney
fees) of any kind or nature which each THRI Indemnitee incurs as a result.


 






    Appendix


     


    

 


12.           Client
reserves the right, in its own discretion and for reasons deemed by it to be sufficient, to modify, reject, cancel, or discontinue any
plans, schedules or work, in the event Client notifies Marketing Agency that Client wishes to do so, Marketing Agency will inform Client
of any contracts or commitments Marketing Agency is unable to cancel. At Client's request Marketing Agency shall then take steps as promptly
as practicable to give effect to Client's instructions. In connection with any such action, Client, if obligated to do so, shall pay
Marketing Agency according to the terms of this Agreement for all Client budgeted and approved expenditures to the date of cancellation,
including any contracts and commitments Marketing Agency is unable to cancel, and to reimburse Marketing Agency for any cancellation
penalties incurred. However, Client will reimburse Marketing Agency for cancellation penalties as set forth above only if (i) Marketing
Agency provided Client with written notice prior to the time the agreement providing for such penalties was entered into that such penalties
would be incurred upon cancellation; (ii) Client approved in writing entering into such agreement; and (iii) Client is provided,
prior to any payments by Marketing Agency, with copies of the contracts or commitments Marketing Agency is unable to cancel and any other
documents relating thereto which Client requests.


 


13.           Client
shall not have any liability as to any media, suppliers or other third parties subcontracted by Marketing Agency, including liability
for payment of any fees or costs due and owing to such parties pursuant to any agreement between Marketing Agency and such parties. Marketing
Agency shall include in any contracts it makes with such parties the following legend: "[INSERT MARKETING AGENCY NAME] shall be
solely liable for payment under this contract. Under no circumstances will [Insert Client’s legal entity name and its Affiliates]
be liable to you for payment hereunder."


 


14.           (a)            Marketing
Agency, acting for Client or at Client's expense shall not contract or subcontract with any of Marketing Agency's subsidiaries or Affiliates,
with any of Client's employees or any Affiliates of such employees, or with any of THRI’s Affiliates or employees without Client's
written approval after prior disclosure of the relationship. Approval shall be obtained from Client’s Legal Director.


 


(b)            Marketing
Agency shall not pay any gratuities, commissions or fees, or grant any rebates, to any employee or officer of THRI, Client, or to any
of their Affiliates or franchisees, or any employee or officer thereof, for his or her personal or private benefit, nor favor any such
officer, employee or franchisee with gifts, travel or entertainment (other than that which would be considered normal business-related
meals) of any substantial cost or value, nor enter into any business arrangements with them which benefit them personally or privately.


 


(c)            In
connection with services provided under this Agreement, Marketing Agency shall not pay, or procure or authorize a third party to pay,
any direct or indirect product or cash allowances, rebates, brokerage fees, finders’ fees, commissions or any other consideration
of any kind to any third party, including THRI, any Client affiliate, any Franchisee, or any of their representatives or employees, or
any other third party associated with such services, except as explicitly provided in this Agreement, or with Client’s written
approval, provided that this provision shall not affect Marketing Agency’s payments to its own employees. Subject to the limitations
contained in this paragraph, Marketing Agency warrants and represents that it has not paid, is not obligated to pay and shall not pay,
any allowance, rebate or fee to anyone in connection with the selection of Marketing Agency to provide services under this Agreement.


 






    Appendix


     


    

 


(d)           Marketing
Agency shall comply with the THRI’s or its Affiliates’ Vendor Code, attached hereto as Appendix D, attached hereto
and incorporated herein by this specific reference.


 


15.          Marketing
Agency hereby represents, warrants and agrees that:


 


(a)           Neither
it nor any of its directors, officers or employees is a Public Official (as defined below), and no Public Official owns or otherwise
has any interest in Marketing Agency or this Agreement.


 


(b)           If,
during the term of this Agreement, Marketing Agency or any of its directors, officers or employees becomes a Public Official or if a
Public Official obtains an interest in Agency or this Agreement, Marketing Agency shall immediately provide written notice to Client
of the change in status, and Client will have the right to terminate this Agreement upon written notice to Agency.


 


(c)           In
the performance of, and in connection with its activities related to, this Agreement, Marketing Agency will not, directly or indirectly,
offer, pay, give, promise to pay or give, or authorize a third party to offer, pay, give or promise to pay or give, any Consideration
(as defined below) to any Public Official or political party, except as expressly provided in this Agreement or as otherwise approved
in writing by Client. Without limiting the generality of the foregoing, Marketing Agency will not offer, pay, give, promise to pay or
give, or authorize a third party to offer, pay, give or promise to pay or give, any Consideration to any Public Official or political
party while knowing or reasonably believing that all or a portion of such Consideration will be offered, paid, given or promised, directly
or indirectly, to such Public Official or political party for the purpose of (i) influencing any act, omission to act or decision
of such Public Official or political party, or (ii) inducing such Public Official or political party to use his or its influence
in order to assist THRI or any of its third party service providers to obtain or retain business
for or with, or direct business to any third party.


 


(d)           Marketing
Agency will fully cooperate in any request for information, including making employees available for interviews, in the event that Client
may make such requests.


 


(e)           “Public
Official” means (a) an officer or employee of a foreign government or any department, agency, instrumentality thereof, or
of a public international organization, (b) a person acting in an official capacity for or on behalf of any such government or department,
agency or instrumentality, (c) an official of a political party, or (d) a candidate for political office.


 


(f)            “Consideration”
means any monies, gifts, payments, allowances, rebates, fees, commissions, political contributions or any other thing of value.


 






    Appendix


     


    

 


1.            16.            (a)             In
connection with Marketing Services provided by Marketing Agency to Client, Marketing Agency shall use its best efforts to obtain the
most favorable prices, terms and conditions for all materials, services, media and rights purchased. Purchases of such materials, services,
media and rights shall be made by Marketing and Marketing Agency shall be solely liable for the payment of these purchases and, the materials,
services, media and rights so acquired will become the property of THRI.


 


(b)            For
all production materials purchased, where such prices are estimated to exceed $10,000, or if less than $10,000 when Client so request,
Marketing Agency shall obtain three competitive bids in writing from at least two suppliers that are not Affiliates of Marketing Agency.
If the lowest bid is not preferred by Marketing Agency (for example, where quality of work reasons exist), Marketing Agency shall present
in writing to Client its rationale for recommending a higher bidder. Prior to assignment of the work to such higher bidder, Marketing
Agency shall obtain written approval from Client.


 


Billing
Procedures.


 


17.           Billings
to Client will be rendered in accordance with the terms set forth in Appendix E, as amended by Client from time to time.


 


			A basic principle
                                            of the relationship between Client and Marketing Agency is that neither party shall earn
                                            money through the use of the funds of the other party. Neither party shall be liable to the
                                            other for any payment of interest, late charges or penalty without agreement of the party
                                            to be so charged. Client’s funds are to be in Marketing Agency’s hands in time
                                            for Marketing Agency to meet the payment dates of media and suppliers and to earn any cash
                                            discounts offered, in which case Marketing Agency shall be obligated to pay such suppliers
                                            by such dates. Invoices for other expenditures and charges submitted to Client will be due
                                            thirty (30) days after the date of such invoice.



 


2.            19.            Marketing
Agency shall bill Client promptly for all services performed hereunder by Marketing Agency or its subcontractors (including invoices
for the fees set forth in Appendix C), and for any materials provided hereunder by any subcontractor or other third-party
vendor of Marketing Agency. The cost (other than the fees set forth in Appendix C) of materials and services which are ordered
by authorized Client representatives shall be invoiced to such representatives by Marketing Agency. In no event shall Client be obligated
to pay any invoice received more than three (3) months from the date on which Marketing Agency or its subcontractors complete work
on any “Project” (as defined below); provided, however, that the three (3) month limitation shall not apply in the event
that (a) failure to meet the time requirement is due to a “force majeure occurrence” (defined below) beyond Marketing
Agency's control; or (b) Marketing Agency provides Client with a reason that is acceptable to Client as to why Marketing Agency
is unable to meet the three (3) month requirement, in which event, Client in its sole discretion may grant Marketing Agency an extension,
the length of time of which is to be determined by Client in its sole and absolute discretion. For purposes of this Section, a "force
majeure occurrence" is one resulting from strikes, boycotts, riots, terrorism, war, Acts of God, restraints by governmental authority,
fires, accidents or casualties. "Project" as used herein means that service which is defined in the applicable purchase order,
Marketing Agency estimate or budget provided or approved in writing by Client.


 






    Appendix


     


    

 


20.           In
invoicing Client, Marketing Agency shall pass on to Client the full amount of any cash discounts (in dollar amount) as are granted to
Marketing Agency by media and suppliers, provided that Client makes payment to Marketing Agency, in accordance with invoices from Marketing
Agency to Client, prior to Marketing Agency making payment to media and suppliers within the discount period and provided further that
to the extent such discounts are earned by combining Client’s volumes with that of Marketing Agency’s other clients, Client
will only receive its pro rata portion of such discounts based on its volume as a percentage of the combined volumes. Marketing Agency
must invoice Client in reasonably sufficient time to allow Client to make such payment to Marketing Agency within the cash discount time
period and must advise Client that such discount is available upon timely payment. Marketing Agency will not credit to its own account
any commissions, discounts or rebates from any third party or share directly or indirectly in the profits of any third party without
the prior consent of Client.


 


Ownership/Confidentiality.


 


21.           During
the term of its contractual relationship with Client, Marketing Agency will become familiar with the TIM HORTONS® System’s
trade secrets and confidential methods of doing business. Accordingly, during the term of this Agreement and for one (1) year after
this Agreement's termination, neither Marketing Agency nor any of its subsidiaries will accept any assignments or enter into contracts
to perform services for (i) businesses, products or services which are competitive with the TIM HORTONS® System’s products
or services (each a “Competitive Representation”). Should Marketing Agency accept or undertake any Competitive Representation,
Client may immediately terminate this Agreement. Execution of this Agreement by Marketing Agency constitutes a representation by Marketing
Agency of its good faith belief that no such Competitive Representation presently exists and its good faith commitment to avoid any such
Competitive Representations in the future. Marketing Agency will notify Client immediately, in writing, if any of Marketing Agency’s
current Client expands its business to include products or services which are competitive with the TIM HORTONS® System’s products
or services.


 


22.           (a)            Subject
to any Third Party Rights (as hereinafter defined) all tangible and intangible property or materials developed or prepared by Marketing
Agency pursuant to this Agreement, including, but not limited to, all concepts, plans, sketches, ideas, promotions, commercials, films,
photographs, illustrations, transcriptions, software, literary and artistic materials, recommendations, trademarks, service marks, copy,
layouts, scripts, artistic materials, finished or unfinished, whether created by Marketing Agency or a third party supplier, or a combination
thereof, and all drafts and versions thereof, whether used or unused ("Material"), shall be and remain the exclusive property
of THRI, provided that (a) all compensation and reimbursable out-of-pocket/third-party expenses have been paid for by Client, according
to the terms of this Agreement, or (b) Client has paid into an escrow account held by an escrow agent which is not an Affiliate
of either Client or Marketing Agency, any amount that Marketing Agency reasonably claims is owed to it by Client for such compensation
and/or reimbursable out-of-pocket/third-party expenses, in the event of any dispute with respect thereto. As used herein, “Third
Party Rights” means the rights retained by the licensors, creators or owners of intellectual property (including, but not limited
to, photographs, video images and sound recordings), as to which a limited use license has been acquired by Marketing Agency (or supplied
to Marketing Agency by Client), in connection with the development or preparation of Materials, with the express written consent of Client.
Marketing Agency acknowledges and agrees that, subject to Third Party Rights, THRI has the right to copyright and Client and THRI’s
employees, subsidiaries, successors, agents and assigns and any others acting with Client’s permission or under its authority,
and without any limitations as to time or territory, have the exclusive right to use, publish, reproduce, alter and prepare derivative
works of the Material for art, advertising, trade or any other lawful purpose whatsoever, in or through any media or combination of media,
now existing or yet to be invented, and whether Marketing Agency's services under this Agreement have been terminated, and without payment
of any compensation to Marketing Agency for the same, except as specifically provided in Appendix C hereto. Neither Marketing
Agency nor any of its third party suppliers shall permit any party (other than Client, THRI and its Affiliates) to use any Material without
Client’s written permission.


 






    Appendix


     


    

 


(b)           With
respect to services provided by Marketing Agency hereunder, Marketing Agency acknowledges that it has no right to use THRI’s and/or
its Affiliates’ intellectual property, including, but not limited to, THRI and/or its Affiliates’ trademarks, service marks,
copyrights, and domain names (“THRI Intellectual Property”), without THRI’s prior written consent. If requested to
do so by THRI in writing, Marketing Agency shall submit to THRI as set forth in Section 9 above,
for THRI’s prior approval all advertising, promotional or other materials created by Marketing Agency in connection with Marketing
Agency’s provision of services to Client, a minimum of twenty (20) business days prior to their planned release to the public.


 


(c)           Marketing
Agency shall not use or display the THRI Intellectual Property in a manner that is detrimental to the interests of THRI or its Affiliates.
Marketing Agency admits the validity of the THRI Intellectual Property and covenants that it shall in no way contest or deny the validity
of, or the right or title of THRI or its Affiliates in or to the THRI Intellectual Property and shall not encourage or assist others
directly or indirectly to do so, during the lifetime of this Agreement and thereafter. Any unauthorized use of the THRI Intellectual
Property by Marketing Agency shall constitute a material breach of this Agreement and an infringement of the rights of THRI in and to
the THRI Intellectual Property. Upon termination of this Agreement, Marketing Agency shall immediately terminate all use of the THRI
Intellectual Property in every manner whatsoever.


 


(d)           Marketing
Agency acknowledges and agrees that, except as expressly provided herein, no right property, license, permission or interest of any kind
in or to the THRI Intellectual Property is or is intended to be given or transferred to or acquired by Marketing Agency by the execution,
performance or non-performance of this Agreement or any part hereof. All use of the THRI Intellectual Property by Marketing Agency will
inure to the benefit of THRI and its Affiliates.


 






    Appendix


     


    

 


(e)           Marketing
Agency shall place THRI’s and its Affiliates’ copyright and trademark notices on all materials prepared by Marketing Agency
hereunder which utilize the THRI Intellectual Property. Placement of the THRI copyright and trademark notices shall be in such locations
and styles as Client may direct.


 


(f)            Without
in any way limiting the applicability of this Section 22, Marketing Agency acknowledges that any Material developed by Marketing
Agency itself pursuant to this Agreement, with the exception of Third Party Rights, is and shall be deemed to be work made for hire and
that THRI is the exclusive owner of all rights, title and interest, including the copyrights and any and all other intellectual property
rights, in and to such Material, and provided further that with respect to materials developed by Marketing Agency for Franchisees, THRI
shall own the intellectual property rights in such materials. If, for any reason, any of such materials is not found to have been created
as work made-for-hire, or, for any other reason that Marketing Agency is the owner of intellectual property rights to such materials,
Marketing Agency hereby assigns (and agrees to assign at the direction of THRI) all its right, title and interest in and to such materials,
including the copyrights of such material, to THRI. Marketing Agency shall execute, acknowledge and deliver to THRI any instruments that,
in the sole judgment and discretion of THRI, may be deemed necessary to carry out such assignment, and to protect THRI’s rights
in the materials, and otherwise to carry out the purposes and intent of this Agreement (“Assignment Documents”). In the event
any Assignment Document is not executed, acknowledged and delivered to THRI, within ten (10) days following a request therefor,
THRI is hereby irrevocably granted a power of attorney to execute such Assignment Document on Marketing Agency’s behalf. If Marketing
Agency executes any contract pursuant to this Agreement for the development of materials and/or ideas, to the extent that such contract
is not for the licensing of Third Party Rights, such contract shall include a provision containing the language set forth in Appendix
F in order to provide for the complete protection of THRI's property, and further shall provide that no subcontractor or other third
party shall have any interest in the property of THRI, including any security interest in any such property. If inclusion of the language
set forth in Appendix F would result in payment by Marketing Agency of any additional taxes, then Marketing Agency shall so notify
Client in a writing addressed to Client’s Legal Director prior to execution of such contract. Client will then instruct Marketing
Agency as to whether or not such language shall be included in the contract, provided that if Client elects that such language shall
be included, then Client shall reimburse Marketing Agency for such additional taxes.


 


(g)           Marketing
Agency represents and warrants that all Materials developed by or on behalf of Marketing Agency (other than portions thereof consisting
of Third Party Rights) is original or that Marketing Agency has obtained all rights necessary for the unrestricted use of such, as well
as for any concept, element or theme contained in any Materials, in any manner and over any period of time, including rights related
to copyright, trademark, rights of publicity and privacy and trade secret, excepting such limitations, restrictions or reservations as
Client shall consent to, in writing, before the Material is used or provided to Client. Marketing Agency agrees to secure for Client
all third party consents, releases and contracts necessary to evidence the rights (which are subject to Third Party Rights) in any Material
provided by Marketing Agency under this Agreement.


 






    Appendix


     


    

 


(h)           Marketing
Agency will not use any trademark, service mark, name, slogan, logo or phrase (“Marks”) developed by Marketing Agency in
materials developed hereunder, whether for Client or Franchisee, unless Marketing Agency has received a written legal opinion approving
such use from Marketing Agency’s trademark counsel. Marketing Agency must provide a copy of said written legal opinion to THRI’s
trademark counsel for review and approval prior to Marketing Agency’s use of the Marks in any materials. Review and approval by
THRI’s trademark counsel of use of the Marks in any materials shall not constitute a waiver by Client of Marketing Agency’s
indemnity obligations as provided in Section 24. If the Marks are ultimately used in materials developed by Marketing Agency, then
Marketing Agency agrees that such Marks are and shall remain THRI’s or its Affiliates’ sole property. Marketing Agency shall
not obtain or attempt to obtain, during the Term of this Agreement, or at any time thereafter, any right, title or interest in or to
any trademarks owned by THRI or its Affiliates or any other intellectual property used or owned by THRI or its Affiliates.


 


23.           Marketing
Agency shall safeguard all materials bearing the THRI Intellectual Property in its possession and Marketing Agency will be responsible
for their loss, damage or destruction. Marketing Agency shall exert its best efforts to prevent any loss to Client resulting from the
failure of proper performance by any third party. Unless otherwise directed by Client, Marketing Agency shall deliver to Client within
thirty (30) days of completion of a project all props, costumes, wardrobe items and other objects purchased for use in the production
of advertising materials for Client.


 


24.             During
the term of this Agreement and afterwards, Marketing Agency represents and warrants that no Confidential Information (defined below)
relating to the businesses of the TIM HORTONS® System shall be disclosed by Marketing Agency, or any of its subsidiaries or Affiliates
(or any person who, during the term of this Agreement, is an officer, director, employee or independent contractor of Marketing Agency,
or any of its subsidiaries or Affiliates), to any person (other than those employees, directors, officers and independent contractors
of Marketing Agency who need to know to perform Marketing Services pursuant to this Agreement) without the prior written consent of THRI,
unless such Confidential Information (a) becomes public, except by conduct that would constitute or result in a violation of this
Agreement, or a breach of any warranty set forth in this Section 24; (b) has been publicly disclosed by Client, THRI, its parent,
subsidiaries, franchisees or Affiliates to a third party, without restrictions on its disclosure; (c) was known to Marketing Agency
(or the Marketing Agency subsidiary, Affiliate or independent contractor making the disclosure) prior to disclosure by or on behalf of
THRI; (d) was independently developed by Marketing Agency (or the Marketing Agency subsidiary, Affiliate or independent contractor
making the disclosure), without breach of this Agreement; or (e) must be disclosed, pursuant to a judicial or other government mandate
(provided that THRI is provided with prompt notice, prior to any disclosure, so that THRI may seek legal remedies to maintain the confidentiality
of such Confidential Information, and further provided that any applicable protective order or equivalent is complied with). For the
purposes of this Agreement, Confidential Information shall include plans, strategies, forecasts, financial information, owned and/or
licensed software (including documentation and code), hardware and system designs, architectures and protocol, sources of goods, food
product formulations, food product preparation and operating procedures, marketing research, Franchisee information, manuals and sales
information, and the terms of this Agreement. Marketing Agency shall take the necessary steps and procedures to protect THRI's and/or
its parent’s, subsidiaries’, franchisees’ or Affiliates’ Confidential Information, including requiring the execution
of non-disclosure agreements by all employees of Marketing Agency, all third parties to whom any Confidential Information is disclosed,
and all employees of such third parties, in the form attached hereto as Appendix G. Marketing Agency represents and warrants that
neither it nor any employee or subcontractor (of Marketing Agency) shall copy or use the Confidential Information except to the extent
necessary to perform services under this Agreement. Marketing Agency expressly agrees that it will be liable for any and all damages
of any kind or nature (including reasonable attorney fees) incurred by each Client Indemnitee as a result of any disclosure or misuse
of any Confidential Information that would constitute or result in a violation of this Agreement, or a breach of any warranty set forth
in this Section 23.


 






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Indemnification &
Insurance.


 


25.           (a)            Marketing
Agency shall, at its own expense, indemnify, defend and hold harmless Client and THRI and each of their officers and directors, employees,
successors, assigns, parent, subsidiaries, franchisees and Affiliates (each a “Client Indemnitee”) from and against any and
all losses, liabilities, claims, causes of action, suits, damages, injuries, penalties, fines, costs or expenses (including reasonable
attorneys' fees), arising out of or in connection with (i) any undertaking or obligation on the part of Marketing Agency under this
Agreement, or any Agreement between Marketing Agency and a Franchisee, (ii) any material prepared or supplied by Marketing Agency
under this Agreement, including claims, causes of action and suits alleging libel, slander, defamation, invasion of privacy, plagiarism,
piracy, idea misappropriation, copyright, trademark or service mark infringement, or any other failure of Marketing Agency to comply
with any applicable law (such losses, liabilities, claims, causes of action, suits, damages, injuries, penalties, fines, costs or expenses
(including reasonable attorneys' fees), arising out of or in connection with such material hereinafter referred to as “Intellectual
Property Claims”), and (iii) any agreements with third parties entered into by Marketing Agency to effectuate the provisions
of this Agreement. Such indemnification shall apply, notwithstanding the fact that the material or agreements referenced above may have
been approved by Client and/or THRI.


 


(b)              Marketing
Agency shall hold each Client Indemnitee harmless from, and indemnify each Client Indemnitee against, any loss, liability, claim, cause
of action, suit, damage, injury, cost and expense (including reasonable attorneys' fees), resulting or arising from any alleged injury
or death to persons, or injury or damage to property, during the rendering of services required of Marketing Agency hereunder, if such
injury occurs in whole or in part as a result of acts of Marketing Agency or its employees, whether said loss is sustained by a Client
Indemnitee or any other person(s) or third party.


 






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3.             (c)           With
respect to any loss, liability, claim, cause of action, suit, damage, injury, cost or expense arising out of or resulting from (or allegedly
arising out of or resulting from) any of the causes or circumstances set forth in Section 25(a) and Section 25(b) above,
upon a Client Indemnitee's written request, Marketing Agency shall (i) undertake the defense of any claim or litigation in which
a Client Indemnitee is a named defendant; (ii) use counsel reasonably satisfactory to the Client Indemnitee in the defense; and
(iii) proceed with diligence, timeliness and good faith in such defense, provided that the Client Indemnitee shall have the right
to be kept informed at all times about the litigation. Marketing Agency shall not consent to the entry of any judgment, or enter into
any settlement, without the Client Indemnitee’s prior written consent, which request for consent must be sent to the Client Indemnitee’s
Legal Director. The Client Indemnitee may, at its election, take control of the defense and investigation of any claim against such Client
Indemnitee, and may hire attorneys of its own choice to manage and defend such claims, at Marketing Agency’s cost, risk and expense;
provided, however, that the Client Indemnitee shall not consent to the entry of any judgment or enter into any settlement without Marketing
Agency’s prior written consent.


 


(d)           Client
reserves the right, at its election and at its own expense, to join in the defense of any suit brought against Marketing Agency which
in any way relates to the subject matter of this Agreement and for which Client may be liable. In the event of such election, Client
shall have the right to retain its own counsel at Client's expense.


 


4.             26.           (a)        Client
shall, at its own expense, indemnify, defend and hold harmless Marketing Agency, its officers and directors, employees, successors, assigns,
parent and Affiliates (each an “Marketing Agency Indemnitee”) from and against any and all loss, liabilities, claims, causes
of action, suits, damages, injuries, penalties, fines, costs or expenses (including reasonable attorneys’ fees), arising out of
or in connection with (i) any false, deceptive or misleading description, depiction or comparison of Client and/or competitive products
resulting from inaccurate information, material or data wholly supplied by Client to Marketing Agency, if and only if the procedures
set forth in Section 10 of this Agreement have been followed; (ii) the use, purchase or consumption of Client’s products;
and (iii) any alleged infringement of copyright or of trademark, title or slogan, or other intellectual property rights, including
the right to privacy/publicity, relating to materials or information wholly supplied to Marketing Agency by Client for use in
connection with services provided by Marketing Agency to Client hereunder. Under no circumstances will Client have any indemnity obligations
to Marketing Agency in connection with any information, data, products or services provided by a Franchisee.


 


(b)           An
Marketing Agency Indemnitee will only be entitled to such indemnity if (i) in the case of clauses 25(a)(i) and 25(a)(iii),
Marketing Agency utilizes the material, information or data in strict accordance with Client's instructions and prior approval, (ii) any
such claim or liability is brought to Client's attention promptly, and (iii) the claim or asserted liability is not the result of
any negligence or wilful act on the part of Marketing Agency (or any of its employees) or a Franchisee.


 






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5.             (c)            With
respect to any loss, liability, claim, cause of action, suit, damage, injury, cost or expense arising out of or resulting from (or allegedly
arising out of or resulting from) any of the causes or conditions set forth in Section 25(a) above, upon Marketing Agency’s
written request, Client shall (i) undertake the defense of any claim or litigation in which an Marketing Agency Indemnitee is a
named defendant; (ii) use counsel reasonably satisfactory to Marketing Agency in the defense; and (iii) proceed with diligence,
timeliness and good faith in such defense, provided that Marketing Agency shall have the right to be kept informed at all times about
the litigation. No Marketing Agency Indemnitee shall consent to the entry or any judgment or enter into any settlement without Client’s
prior written consent.


 


27.           Insurance


 


(a)           For
as long as this agreement remains in effect and for three years thereafter, Marketing Agency shall maintain the following insurance:


 


(i)            Commercial
General Liability coverage on a per occurrence form, that includes broad form coverage for “contractual Liability,“ “property
damage,“ “products liability,“ “bodily injury,“ “advertising injury,“ and “personal injury“
liability as those terms are defined in Insurance Services Office (ISO) Form CG00-01 or its equivalent. The policies shall provide
the minimum limits of no less than the amounts set forth below, contain a waiver subrogation in favor of the Client Indemnitees, and
name as additional insureds by policy endorsement each Client Indemnitee identified in Section 25 hereof. Advertising injury coverage
provided under the Commercial General Liability insurance must include coverage for claims arising out of or related to: (i) invasion
or infringement or interference with the right of privacy or publicity, whether under common law or statutory law;(ii) infringement
of copyright or trademark, whether under statutory or common law; (iii) libel, slander or other forms of defamation; and (iv) plagiarism,
piracy or unfair competition resulting from the alleged unauthorized use of titles, formats, ideas, characters, plots, performers, or
other material.


 


(ii)           Auto
Liability coverage on a per occurrence form. The policies shall provide the minimum limits of no less than the amounts set forth
below, and name as additional insureds by policy endorsement each Client Indemnitee identified in Section 25 above.


 


(iii)          Workers’
Compensation coverage that includes all coverage required under the laws of each state in which the Marketing Agency conducts business
operations in any way related to the Client Indemnitees and should contain a waiver subrogation in favor of the Client Indemnitees.


 


(iv)          Errors
and Omissions or Advertising Agency Professional Liability Insurance insuring the contractual liability assumed by Marketing
Agency under this Agreement, with respect to Intellectual Property Claims. The policy shall provide the minimum limits of no less than
the amounts set forth below, contain a waiver subrogation in favor of the Client Indemnitees, and name as additional insureds by policy
endorsement each Client Indemnitee identified in Section 25 hereof.


 


(b)           All
Marketing Agency insurance shall be deemed primary and shall not seek contribution from any separate insurance maintained by Client,
regardless of the “Other Insurance” or similar provisions of the respective policies of insurance. All insurance coverage
required herein shall be provided by an insurance company or companies with minimum AM Best ratings of "A(X)" or "A(10)",
where “A” is the Financial Strength Rating ("FSR") and (X) or (10) is the Financial Size Category ("FSC").
In the event that an AM Best rating is not available, a minimum Standard and Poor’s FSR of “A” and an FSC (surplus)
at least equal to an A. M. Best rating of "X” is required, which may be supplied by a THRI approved credit rating agency.
Each policy shall provide for thirty (30) days notice to Client and THRI from the insurer by registered mail, return receipt requested,
in the event of any unrestricted prior written notice of cancellation, non-renewal or change in coverage.


 






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(c)           Each
and every policy required pursuant to this Agreement, except as noted, shall have maximum deductibles of One Million Dollars ($1,000,000)
subject to approval by THRI’s Risk Management Department and shall have coverage limits of:


 


(i)            Comprehensive
General Liability Insurance, including products liability coverage with limits of at least Ten Million Dollars ($10,000,000) per occurrence,
Ten Million Dollars ($10,000,000) in the aggregate, and Fifteen Million Dollars ($15,000,000) in umbrella/excess liability coverage,
for damage, injury and/or death to persons and damage and/or injury to property;


 


(ii)           Auto
Liability Insurance with a combined single limits for bodily injury and property damage of not less than $2,000,000;


 


(iii)          Worker’s
Compensation Insurance and Employer’s Liability Insurance coverage required under the laws of each state in which Marketing Agency
conducts business operations in any way related to the Client Indemnitees.


 


(iv)          Errors
and Omissions Liability Insurance, including a severability of interest endorsement, in an aggregate amount not less than $5,000,000
per occurrence; and Marketing Agency shall, upon full execution of this Agreement (and on the policy anniversary dates or as otherwise
reasonably requested by Client and THRI), obtain from its insurers certificates confirming that all required insurance coverage is in
effect and Marketing Agency shall obtain copies of all endorsements that add the Client Indemnitees as additional insureds to the polices.


 


(d)           All
certificates of insurance and policy endorsements required herein shall be provided by Marketing Agency to The TDL Group Corp., 226 Wyecroft
Road, Oakville, Ontario, L6K 3X7 Attention: Director, Safety and Risk Management,


 


(e)            Marketing
Agency shall use best efforts to require all third party subcontractors and suppliers, including, but not limited to Affiliates of Marketing
Agency, to maintain insurance coverages consistent with the requirements and amounts set forth in this Section 27. Notwithstanding
the foregoing, in the event that Marketing Agency’s third party contractors do not maintain the insurance requirements as provided
herein, Marketing Agency acknowledges and agrees that it shall have full responsibility on such third party contractor’s behalf.
Marketing Agency shall cause each such insurance carrier to issue a certificate to Client and THRI, which (i) shall be sent to THRI
as set forth in Section 27(d) above; and (ii) will describe such insurance carrier’s coverage, and provide that
such insurance carrier will not terminate, cancel or materially modify such insurance coverage without thirty days' prior written notice
to Client.


 






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6.              (f)           Marketing
Agency’s failure to secure and maintain proper insurance coverage or failure to ensure that all of Marketing Agency’s third
party subcontractors and suppliers, including, but not limited to Affiliates of Marketing Agency, have the proper insurance coverage
as required above, will not relieve Marketing Agency of its responsibility to indemnify and defend a Client Indemnitee, and shall, of
itself, constitute a material breach of this Agreement.


 


Term &
Termination


 


28.           (a)           This
Agreement will be effective as of the date hereof and will continue indefinitely unless and until terminated on ninety (90) days' written
notice by either Client or Marketing Agency. Termination may, at Client's option, be made separately with respect to any or all services
provided by Marketing Agency. In the event Client determines that Marketing Agency's appointment should terminate with respect to some,
but not all, services provided by Marketing Agency, the above procedure will apply on a service-by-service basis.


 


(b)            In
the event that either party shall breach any provision of this Agreement or shall default in the performance of any of its obligations
hereunder, the party not in breach or default may at its option terminate this Agreement by giving written notice to the other party
specifying the said default and such party's intention to terminate, such termination to be effective forty-five (45) days following
the giving of such notice, unless the party in breach or default shall have cured such breach or default prior to the expiration of such
period.


 


(c)           In
the event Marketing Agency fails to maintain the insurance policies required by Section 26(a) hereof, Client shall have the
right to terminate this Agreement effective on or at any time thereafter.


 


(d)           This
Agreement shall be deemed terminated immediately without prior notice or legal action by either party if the other party shall generally
not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general
assignment for the benefit of creditors; or any proceeding shall be instituted by or against the other party seeking to adjudicate it
a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition
of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property,
and such proceeding is not dismissed within sixty (60) days; or the other party shall take any action to authorize any of the actions
set forth above in this subsection (d).


 


(e)           Client
may terminate this Agreement without prior notice or legal action at any time following a change in control in Marketing Agency. For
the purposes of this Agreement, "change in control" shall mean (1) a change in the membership of Marketing Agency's board
of directors by one-half during any two-year period, (2) a change in beneficial ownership by any person, corporation or group of
20% or more of the voting power of Marketing Agency, and/or (3) a merger, consolidation, liquidation or dissolution of Marketing
Agency, or a sale of substantially all of the assets of Marketing Agency. Marketing Agency shall immediately notify of any such change
in control.


 






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(f)            The
termination of this Agreement shall be without prejudice to either parties' right to recover any monies due hereunder, including any
such rights arising out of obligations hereunder of indemnification, or any other rights or remedies of the parties.


 


29.           The
respective rights and responsibilities of Client and Marketing Agency will continue in force during the notice period relative to termination.
Termination of Marketing Agency's right and obligation to perform services hereunder will be effective at the end of the notice period,
or thereafter as determined by Client and provided in the notice, and:


 


(a)            With
respect to services being provided to Client, Marketing Agency will bill Client for all amounts which Client is obligated to pay under
this Agreement for services performed through the date of termination and Client-approved expenses related thereto (to the extent it
has not done so already), and Client will pay such amounts in the ordinary course of business;


 


(b)           Regardless
of any dispute between the parties hereto including but not limited to disputes concerning the payment of money and irrespective of the
termination of this Agreement, upon payment in full of all undisputed amounts due and owing from Client to Marketing Agency, Marketing
Agency shall transfer and assign, together with any copyrights thereon, and shall ship or deliver to Client (or if Client prefers, to
any other entity) all property and materials belonging to or purchased for Client that are in the possession or control of Marketing
Agency including but not limited to all materials containing Client’s Intellectual Property, all manuals, artwork, colour separations,
research, advertising and promotional copy, layouts, scripts, franchise lists, and computerized data files, Confidential Information
and all other information regarding Client's advertising, sales, market surveys and all rights and claims thereto within thirty (30)
days after the effective date of the termination of this Agreement, and shall allow Client access to same during the period of time between
the date of termination notice and delivery/shipment; no extra compensation is to be paid to Marketing Agency for its services in connection
with this transfer or access; and


 


(c)              At
the request of Client, Marketing Agency will transfer to Client all rights and obligations under existing contracts or commitments entered
into by Marketing Agency, in connection with services to be provided to Client under this Agreement, except that any non-transferable
contract or commitment will be carried to completion by Marketing Agency and paid for by Client in accordance with the terms of this
Agreement, unless some other mutually acceptable approach is agreed to, in writing.


 


30.             All
notices in connection with the termination of this Agreement shall be in writing and hand delivered or sent by certified mail, return
receipt requested or by courier service such as UPS or Federal Express, addressed to the addresses set forth on Appendix H or
such other address as may be designated in writing. Each notice shall be deemed to have been given: (i) when received, if given
in person; or (ii) on the date of receipt or refusal, if otherwise given.


 






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7.             31.           The
provisions of this Agreement set forth in Sections 21, 22, 23, 24, 25, 26, 27, 29, 31, 32, 33, 34, 35, 36, 37, 38 and 40 shall survive
any termination of this Agreement.


 


Miscellaneous


 


32.            During
the term of this Agreement and for one year thereafter, representatives or agents designated by Client may, upon reasonable notice and
during normal business hours, examine the records and files of Marketing Agency, covering Marketing Agency's dealings on behalf of Client
and or Franchisees with production vendors and other third parties. Client shall have access to the time records of all Marketing Agency
employees who work or have worked on the Client and/or Franchisee account and to cost accounting records of Marketing Agency relating
solely to the services performed by Marketing Agency hereunder, except for individual salaries. All such records shall be made available
to Client at the home office of Marketing Agency in [____________].


 


33.            This
Agreement shall be governed and construed under and in accordance with the laws of [ ]. In the event of litigation between the parties
arising under or in connection with this Agreement, such litigation shall be brought only in __________, and the parties hereto irrevocably
submit to the jurisdiction of such courts in connection with such actions.


 


34.            This
Agreement may not be assigned, either directly or by operation of law, by Marketing Agency, except with the express prior written consent
of Client.


 


35.            The
failure of either party to object to or take affirmative action with respect to any conduct of the other which is a breach of the terms
of this Agreement shall not be construed as a waiver thereof or of any future breach or subsequent wrongful conduct.


 


36.            This
Agreement represents the entire agreement between Client and Marketing Agency and supersedes and cancels any prior oral or written agreement,
letter of intent or understanding related to the subject matter hereof.


 


37.            No
partnership, joint venture or employment relationship is created between Client and Marketing Agency by this Agreement. Marketing Agency
and its employees, in regard to their relationship with Client, shall be independent contractors.


 


38.            The
parties hereto agree that in the event of a breach of any provision of this Agreement, the aggrieved party may be without an adequate
remedy at law. The parties therefore agree that in the event of a breach of any provision of this Agreement, the aggrieved party may
elect to institute and prosecute proceedings in the appropriate court, pursuant to Section 32 hereof, to enforce such provision
through specific performance, or to enjoin the continuing breach of such provision, as well as to obtain damages for breach of this Agreement.
By seeking or obtaining any such relief, the aggrieved party shall not be precluded from seeking or obtaining any other relief to which
it may otherwise be entitled.


 






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39.            It
is of critical importance to Client that Marketing Agency perform services pursuant to this Agreement in good faith and in concert with
other advertising, marketing, public relations and promotion firms selected by Client and/or THRI during the term of this Agreement for
the overall best interests and welfare of Client and THRI. Marketing Agency agrees to actively involve itself in such group efforts during
the term of this Agreement. Active involvement shall include, but not be limited to participation by Marketing Agency key creative and
management personnel designated by Client and/or THRI; attendance by such key personnel at all meetings; full release and exchange of
ideas, information, techniques and proposals; and, full disclosure of, and discussion concerning, concepts, designs, plans, objectives,
strategies, creations and research of Marketing Agency in regard to Client and THRI.


 


40.            The
language in all parts of this Agreement shall be construed, in all cases, according to its fair meaning. The parties acknowledge that
each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that
any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.


 


41.            THRI
shall be a third party beneficiary under this Agreement with full authority to enforce all obligations of Marketing Agency as it relates
to THRI’s rights set forth herein, including, but not limited to, with respect to the THRI Intellectual Property.


 






    Appendix


     


    

 


APPENDIX A


 


Scope of Services


 


[Insert Scope
of Services as agreed between

Master Franchisee and Marketing Agency]


 






    Appendix


     


    







 


APPENDIX B


PERSONAL
INFORMATION & SECURITY


 


Definitions


 


(a)           “Security
Breach” means: (1) any act or omission that materially compromises either Personal Information or the physical, technical,
administrative, or organizational safeguards put in place by Agency (or its agents or subcontractors) that relate to the protection of
Personal Information; or (2) receipt of a complaint in relation to the privacy practices of Agency, a breach or alleged breach of
this Agreement or the privacy or data protection policies of Agency that involve Personal Information.


 


(b)           “Personal
Information” means information provided by or at the direction of Tim Hortons Restaurants International GmbH (“THRI”),
or to which access was provided in the course of Agency’s performance of the Agreement that: (1) identifies or distinguishes
an individual, such as name, signature, address, telephone number, email address, date of birth, device ID, or any other unique identifier
as pursuant to applicable law; or (2) that can be used to authenticate that individual including employee identification number,
Social Security Number, driver’s license number or other government-issued identification number, passwords or personal identification
numbers (PINs), biometric or health data, answers to security questions, or other personal identifiers. THRI employee’s business
contact information is not by itself Personal Information. Personal Information qualifies as Confidential Information under this Agreement.


 


(c)           “Highly
Sensitive Personal Information” means a person’s government-issued identification number, financial account number, credit
card number, debit card number, credit report, or biometric or health data.


 


Security Breach
Notification


 


(a)            Agency
shall notify THRI and the Company immediately of a Security Breach, and in any event within twelve (12) hours, after it becomes aware
of such breach and shall provide THRI and the Company with the name and contact information for a primary security contact within Agency
who will be available to assist THRI 24 hours per day, 7 days per week in resolving obligations associated with the Security Breach.
Agency shall notify THRI and the Company of any Security Breach by e-mailing.


 


(b)            Immediately
following such discovery and notification to THRI and the Company, the parties will coordinate with each other to investigate the Security
Breach. Agency agrees to fully cooperate with THRI and the Company in THRI’s and the Company’s handling of the matter, including
any investigation, providing THRI with physical access to the facilities and operations affected, facilitating interviews with Agency’s
employees and others involved in the matter, and making available all relevant records, logs, files, and data reporting or other obligations
required by applicable law, regulation, standard, or as otherwise required by THRI and the Company.


 


(c)            Agency
shall take immediate steps to remedy the Security Breach at Agency’s expense in accordance with applicable privacy rights, laws,
and standards. Agency shall reimburse THRI and the Company for actual costs incurred in responding to and/or mitigating damages caused
by a Security Breach.


 






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(d)            Except
as may be expressly required by applicable law, Agency agrees that it will not inform any third party (other than applicable law enforcement
or as required by applicable law) of any Security Breach without first obtaining THRI’s and the Company’s prior written consent,
other than to inform a complainant that the matter has been forwarded to THRI’s legal counsel. Further, Agency agrees that THRI
and the Company shall have the sole right to determine: (1) whether notice of the Security Breach is to be provided to any individuals,
regulators, law enforcement agencies, consumer reporting agencies, or others as required by law or regulation, or in THRI’s and
the Company’s discretion; and (2) the contents of such notice, whether any type of remediation may be offered to affected
persons, and the nature and extent of any such remediation. Any such notice or remediation shall be at Agency’s sole cost and expense.


 


(e)            Agency
agrees to cooperate with THRI and the Company in any litigation or other formal action against third parties deemed necessary by THRI
and the Company to protect its rights.


 


(f)             Agency
will promptly use its best efforts to prevent a recurrence of any such Security Breach. Upon THRI’s request, Agency shall, at its
sole costa and expense, engage a third party security company agreed upon by THRI and Agency, to conduct a security audit and to provide
a written security plan to address any issues related to such Security Breach and as otherwise identified in such audit.


 


Standard of
Care


 


Agency acknowledges
that in the course of its performance of the services, Agency may receive or have access to Personal Information. In recognition of the
foregoing, Agency covenants and agrees that:


 


(a)            It
will keep and maintain all Personal Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized
use, transfer, sharing, or disclosure.


 


(b)            It
will use and disclose Personal Information solely and exclusively for the purposes for which such information, or access to it, is provided
pursuant to the terms of this Agreement, and will not use, sell, rent, transfer, distribute, or otherwise disclose or make available
Personal Information for Agency’s own purposes or for the benefit of anyone other than THRI and the Company without THRI’s
and the Company’s express written permission.


 


(c)           It
will not, directly or indirectly, disclose Personal Information to anyone outside THRI and the Company including subcontractors, agents,
outsourcers and auditors (hereinafter a “Third Party”), without express written permission from THRI and the Company unless
and to the extent required by law enforcement or government bodies or as otherwise to the extent expressly required by applicable law
or regulations. To the extent Agency discloses or makes Personal Information available to a Third Party, Agency shall remain liable to
THRI and the Company for the actions and omissions of the Third Party and shall require pursuant to a written agreement signed by the
Third Party that the Third Party complies with the terms and conditions of the Agreement including the data privacy and security requirements
terms set forth in this Agreement, as if they were Agency.


 






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Information
Security


 


(a)          Agency
is responsible for any unauthorized collection, access, use, storage, disposal, or disclosure of Personal Information by its employees,
agents or subcontractors under its control or in its possession. Without limiting the foregoing, Agency shall implement and maintain
appropriate safeguards to protect the Personal Information that are no less rigorous than accepted industry practices (such as ISO 27001:2013,
SOC 2 Type 2, SOC 2 Type 1 or other industry standards of information security) to protect the Personal Information from unauthorized
access, destruction, use, modification, or disclosure, as well as with the Payment Card Industry Data Security Standard requirements
(PCI DSS).


 


(b)          At
a minimum, Agency’s information safeguards shall include: (1) secure business facilities, data centers, paper files, servers,
back-up systems and computing equipment including, but not limited to, all mobile devices and other equipment with information storage
capability; (2) network, device application, database and platform security; (3) secure transmission, storage and disposal;
(4)  authentication and access controls within media, applications, operating systems and equipment; (5) encryption of Highly
Sensitive Personal Information stored on any electronic notebook, portable hard drive, or removable electronic media with information
storage capability, such as compact discs, flash drives and tapes; (6) encryption of Highly Sensitive Personal Information when
transmitted over public or wireless networks; (7) strictly segregating Personal Information from information of THRI/Company competitors
so that both types of information are not commingled on any one system; (8) personnel security and integrity including, but not
limited to, background checks consistent with applicable law; and (9) limiting access of Personal Information, and providing privacy
and information security training, to Agency’s Authorized Employees. “Authorized Employees” are Agency’s employees
or contractors who have a need to know or otherwise access the Personal Information to enable Agency to perform its obligations under
this Agreement, and who are bound in writing by obligations of confidentiality sufficient to protect the Personal Information in accordance
with the terms of this Agreement.


 


(c)          Upon
THRI’s and the Company’s written request, Agency will promptly identify all Authorized Employees in writing as of the date
of the request. During the term of each Authorized Employee’s employment by Agency, Agency will at all times cause such Authorized
Employees to strictly abide by its obligations under this Agreement. Agency further agrees that it will maintain a disciplinary process
to address any unauthorized access, use or disclosure of Personal Information by any of Agency’s officers, partners, principals,
employees, agents or independent contractors.


 


(d)          Upon
THRI’s or the Company’s written request, Agency shall provide THRI and the Company with a network diagram that outlines Agency’s
Information Technology network and all equipment in relation to fulfilling the terms of this Agreement, including: (1) connectivity
to THRI and the Company and all third parties who may access Agency’s network to the extent the network contains Personal Information;
(2) all network connections including remote access services and wireless connectivity; (3) all access control devices (e.g.,
firewall, packet filters, intrusion detection, access-list routers); (4) any backup or redundant servers, and (5) permitted
access through each network connection.


 









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Oversight
of Security Compliance


 


Upon request, Agency
shall grant THRI and the Company, or a third party acting on THRI’s or the Company’s behalf, permission to perform an assessment,
audit, examination, or review of controls in Agency’s environment in relation to the Personal Information being handled and/or
services being provided to confirm compliance with the Agreement, as well as any applicable laws, regulations, and industry standards.
Agency shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure,
and application software that processes, stores, or transports Personal Information pursuant to the Agreement. In addition, upon request,
Agency shall provide THRI with the results of any audit performed at Agency’s sole cost and expense that assesses the effectiveness
of Agency’s information security program as relevant to the security and confidentiality of Personal Information shared during
the course of this Agreement.


 


Injunctive
Relief


 


Agency acknowledges
and agrees that a breach of any data privacy and security obligation set forth in this Agreement may result in irreparable harm for which
monetary damages may not provide a sufficient remedy, and as a result, THRI and the Company will be entitled to seek both monetary damages
and equitable relief. Further, Agency’s failure to comply with any of the provisions of this Agreement shall be deemed a material
breach of the Agreement, and THRI may terminate the Agreement for cause without liability to Agency.


 


Indemnity


 


Agency will indemnify,
defend and hold harmless THRI and the Company, and their parents, subsidiaries and affiliates, and each of their respective officers,
shareholders, directors,employees, and agents and all of their sccessors and assigns from and against any third party claims, suits,
judgments, losses, fines, liabilities, assessments and expenses (whether fixed or contingent, and including reasonable attorneys’
fees and expenses) that arise from or are related to any failure to comply with any of Agency’s data privacy and security obligations
under the Agreement, or Agency’s gross negligence or wilful misconduct that results in a Security Breach.





 






    Appendix


     


    







 


APPENDIX C 


MARKETING AGENCY
COMPENSATION


 


Base Compensation:
Client shall pay Marketing Agency the monthly sum of _____________________________ ($__________), commencing on the effective date of
this Agreement and continuing each month thereafter through the termination date of this Agreement (unless otherwise modified in writing
by the parties hereto), payable on the first day of each such month.


 


 






    Appendix


     


    







 


APPENDIX D 


THE CODE OF
BUSINESS ETHICS AND CONDUCT 


FOR VENDORS


 


[to
be the same as Appendix A.3 to Exhibit E to this Agreement below]





 






    Appendix


     


    







 


APPENDIX E 


BILLING PROCEDURES


 


[to be inserted
as agreed between Master Franchisee and Marketing Agency]


  






    Appendix


     


    







 


APPENDIX F 


IP PROTECTION
CLAUSE FOR CONTRACTS BY MARKETING AGENCY


 


[to be inserted
by Master Franchisee]


 


Contract Provision
to be included in Agency Contracts with Third Parties:


 


[Third
Party] understands and agrees that all material worked on or developed by [Third Party], including but not limited to concepts, ideas,
recommendations, copy, layouts, scripts, research, camera work, tape footage and production work, including preliminary drafts or versions
thereof, shall be the exclusive property of Tim Hortons Restaurants International GmbH, which material Tim Hortons Restaurants International
GmbH shall have the full, free and exclusive right to use in any way, and such right shall include but is not limited to the right to
sublicence the use of the material to others.  [Third Party] acknowledges that all such material, including, but not limited to,
all intellectual property rights therein is and shall be deemed to be work made for hire and that [Third Party] has no interest therein,
including, without limitation, any security interest in such property, and hereby releases to Tim Hortons Restaurants International GmbH
any interest therein which may be created by operation of law. If, for any reason, any of such materials
is not found to have been created as work made for hire, [Third Party] hereby assigns all its right, title and interest in and to such
materials, including the copyrights of such material, to Tim Hortons Restaurants International GmbH. [Third Party] hereby waives any
and all so-called moral rights in and to the materials. [Third Party] shall execute, acknowledge and deliver to Tim Hortons Restaurants
International GmbH any instruments that, in the sole judgment and discretion of THRI, may be deemed necessary to carry out, give effect
to, or evidence such assignment, and to protect the rights of Tim Hortons Restaurants International GmbH in the materials, and otherwise
to carry out the purposes and intent of this provision.


 






    Appendix


     


    

 


APPENDIX G 


NON-DISCLOSURE
AGREEMENT


 


[to be inserted
as agreed between Master Franchisee and Marketing Agency]


 






    Appendix


     


    







 


APPENDIX H 


NOTICE DETAILS


 


[to be inserted]


 






    Appendix


     


    







 


Appendix A.3


 


 


 


RESTAURANT BRANDS
INTERNATIONAL


 


CODE
OF BUSINESS 


ETHICS
AND CONDUCT


 


for Vendors


 


 






    


     


    

 


 


At RBI, we are committed,
very simply, to "doing what's right." This means that everything we do to drive our key business strategies must be done with
the highest standards of ethics, honesty and integrity. Our philosophy is simple: integrity, honesty and compliance with the law are
not optional. When it comes to ethics, there is no compromise.


 


RBI is a global
citizen. We live and work alongside our constituents, and value their interests as our own. Fundamental respect for all people, and our
planet, guides our corporate conscience. RBI is committed to diversity and inclusion, dignity for all workers along our entire supply
chain, food safety and animal welfare, sensitivity towards the environment, and a spectrum of civic and charitable priorities that promote
our shared future in the communities we serve.


 


We also believe
that our Vendors should observe the same philosophy in their actions and relationships affecting the RBI System. We appreciate that these
Vendors are independent businesses that manage their operations and their employees in their sole discretion. We also recognize that
our Vendors may operate in areas of the world where legal and cultural norms differ from ours. Even so, our Vendors provide the ingredients
in our food, the equipment used to make it and many other critical inputs into our business. That’s why our commitment to “doing
what’s right” simply can’t be achieved without the same commitment from them. That’s also why RBI has established
this Code – to set forth the basic requirements that must be met by all Vendors.


 


UNDERSTANDING THE CODE


 


When we say “Code”,
we are referring to this Code of Business Ethics and Conduct for Vendors. References to “RBI”, “us” and “we”
mean Restaurant Brands International Inc. and its affiliates and subsidiaries. When we refer to the “RBI System”, we mean
RBI and the system of restaurants operating under the Tim Hortons® and Burger King® brands around the world. When we refer to
 “Vendors”, we mean the vendors, suppliers and other third parties approved to do business with the RBI System, and if those
Vendors use subcontractors to provide goods or services to us, then the term “Vendor” also includes those subcontractors.


 






    


     


    

 


Compliance with
this Code is each Vendor's individual responsibility. It is also the responsibility of Vendors to ensure that their employees, officers,
agents and subcontractors (including sub-assembly factories) comply with this Code. Accordingly, we recommend that Vendors regularly
communicate this Code and its requirements to all parties who perform work on behalf of the Vendor for the RBI System.


 


 


 


The provisions of
this Code are intended only to confirm the basic requirements that must be met by Vendors to the RBI System and does not create third
party beneficiary rights of any kind for any third party. The requirements set out in this Code operate in addition to, not in lieu of,
obligations set forth in any agreements between a Vendor and RBI or its agents.


 


In addition, Vendors
are expected to observe the basic principles set forth in RBI’s Code of Business Ethics and Conduct for Non-Restaurant Employees,
which is designed to ensure compliance by RBI employees with ethical guidelines and applicable laws and regulations (a copy of which
is available on www.rbi.com). Vendors that have their own code of conduct for employees can meet this requirement through compliance
with their own code, provided that it embodies the same philosophy and basic principles as RBI’s.


 






    


     


    

 


BUSINESS
INTEGRITY


 





 


Compliance
with Laws and Industry Standards. Vendors are required to operate in full compliance with all
applicable local and national laws and regulations in the jurisdictions in which they do business, including those relating to labour
and employment, health and safety, human and civil rights, food safety, animal welfare and the environment. Where industry standards
are more rigorous than legal requirements, Vendors are expected to comply with the higher standard.


 


Anti-Bribery
and Corruption. Vendors must not pay bribes, accept kickbacks, engage in extortion, fraud or
embezzlement, or take any other action that would violate, or cause RBI to violate, the Corruption of Foreign Public Officials Act (Canada),
the Foreign Corrupt Practices Act (U.S.) or any other applicable anti-bribery or corruption laws or regulations.


 


Conflict
of Interest. Vendors are expected to disclose to RBI any existing or prospective situation that
presents an actual conflict of interest or that could have the appearance of a conflict of interest, in relation to its role as a Vendor
to RBI. This includes situations in which an RBI employee or contractor has an interest in, or economic ties with, the Vendor’s
business, or otherwise attempts to obtain personal benefit by virtue of his or her position.


 


Gifts
and Entertainment. Working together means that there may be instances in which our Vendors engage
in business-related entertainment with RBI employees or other representatives of the RBI System. There may also be instances in which
small gifts or promotional items may be exchanged in the normal course of business. Such activities may be acceptable as long as they
are reasonable, both in cost and scope, are conducted in the best interest of RBI in connection with RBI business and are not intended
or expected to, and do not, influence RBI's business-related decisions.


 


Confidential
Information. In the course of their business relationship with RBI, Vendors may gain knowledge
of, or receive access to, confidential information belonging to RBI. This includes information of a sensitive or proprietary nature,
trade secrets and other non-public information. Vendors are required to safeguard and maintain in strict confidence all confidential
information of RBI and must not disclose RBI’s confidential information to other parties, except as authorized in writing by an
officer of RBI or when disclosure is required by law. In meeting this requirement, Vendors are expected to use at least the same degree
of care to prevent unauthorized disclosure as the Vendor would use in respect of its own confidential information. In no event may a
Vendor or any of its employees or agents take for themselves opportunities that are discovered through the use of RBI’s confidential
information or use RBI’s confidential information for personal gain. Vendors are reminded that their obligations to RBI in respect
of confidential information extend even after their business relationship with RBI has ended.


 






    


     


    







 


Data
Security. Vendors who receive access to sensitive information belonging to RBI or its employees,
franchisees, guests or business partners are required to take all steps necessary to maintain the security of that data. Vendors are
required, at a minimum, to comply with all applicable data security laws and regulations, and prevailing industry standards. Upon request,
Vendors should be prepared to share with RBI their data security policies and procedures and any applicable business continuity plans
or practices.


 


Intellectual
Property. Any use of RBI’s trademarks, logos, domain names or other intellectual property
by Vendors must be submitted to RBI’s Legal Department for approval prior to use. Vendors are also expected to respect RBI’s
intellectual property and take steps to prevent its misuse.


 


SUSTAINABILITY


 





 


Food
Values. We are committed to providing our guests with high quality and great-tasting food. Our
unwavering commitment to food safety and food quality requires that our Vendors share in that commitment. At a minimum, Vendors must
meet product quality and food safety standards mandated by applicable laws and regulations, must comply with RBI’s product quality
and food safety requirements, and must meet or exceed industry standards for product quality and food safety.


 


The
Environment. At RBI, we embrace our responsibility to the environment, we are committed to doing
our part with respect to energy, water and waste, and we expect our Vendors to do the same. All Vendors are required to comply with applicable
local and national laws and regulations in relation to the protection of the environment. Vendors are also encouraged to establish procedures
to manage, measure and, where possible, reduce factors related to their environmental impact, including energy usage, fossil fuel usage,
water usage, wastewater and solid waste (including by-products and hazardous waste), air emissions (including greenhouse gases) and handling
of hazardous substances, and to provide reports on such procedures to RBI as RBI may request.


 


Responsible
Sourcing. We believe in responsible sourcing at all levels of our supply chain. Our commitment
to responsible sourcing is demonstrated, in part, through our participation in beef sustainability initiatives and our establishment
of the Tim Hortons Coffee Partnership. Our commitment also extends to improving animal welfare and working toward the elimination of
deforestation. Further information about these initiatives and our commitment to responsible sourcing is available in our Sustainability
Framework and in a number of other policy documents available on www.rbi.com.


 


We expect Vendors
to assist us in meeting our commitment to responsible sourcing. Upon request, Vendors are required to provide clear, timely and accurate
reporting to RBI regarding the origins and facilities within their supply chain. Vendors are also encouraged and, in some instances,
expected to demonstrate their own commitment to responsible sourcing by participating in initiatives and roundtables, and by putting
into effect transition plans aimed at aligning their operations with RBI’s responsible sourcing commitments.


 






    


     


    







 


WORKING
CONDITIONS


 





 


Wages
and Benefits. Vendors must compensate their employees by providing wages, benefits and overtime
premiums that meet or exceed the minimum legal requirements in the jurisdiction in which the Vendor is doing business, or the local industry
standard, whichever is greater. If local laws do not provide for overtime pay, hourly wage rates for overtime must be at least equal
to the rates for the regular work shift. Vendors must pay their employees in a timely manner, accounting for all hours worked, and must
communicate to their employees the basis upon which their compensation was calculated.


 


Working
Hours. Vendors are expected to carry out their operations in ways that limit overtime to a level
that ensures humane and productive working conditions. Vendors are required to follow all applicable national and local laws and industry
standards pertaining to the number of hours and days worked by all employees who perform work for the RBI System. Where there are no
applicable laws, a workweek should be restricted to 60 hours, including overtime, except in emergency or unusual situations, and employees
should be allowed at least one day off every seven days.


 


Forced
Labour. RBI believes that employment should be freely chosen. Accordingly, RBI has zero tolerance
for involuntary labour of any kind, and will terminate its business relationship with any Vendor who uses involuntary labour or purchases
from any subcontractor who uses involuntary labour of any kind. In addition, Vendors must not subject their employees to any restrictions
on their freedom of movement unrelated to the conditions of their employment, including requiring their employees to surrender any government-issued
identification, passports or work permits as a condition of employment.


 


Child
Labour. Vendors must comply with all applicable child labour laws, including those related to
minimum age, hiring, wages, hours worked, overtime and working conditions. The minimum age for full time workers must not be less than
15 years of age, except as permitted in accordance with International Labour Organization practices.


 


Diversity,
Discrimination and Harassment. RBI values, honours and respects differences and diversity in
its employees, franchisees, guests and Vendors. RBI expects Vendors to provide a work environment that offers equal opportunity to their
employees and that is free from unlawful discrimination or harassment – one in which each employee is treated with dignity and
respect. No form of discipline involving corporal punishment, abuse or harassment (whether psychological, sexual or verbal) is permitted,
and disciplinary measures must comply with local laws and internationally recognized human rights.


 


Freedom
of Association. Vendors must respect the rights of their employees to associate, or not associate,
with any group, and must comply with local laws regarding employees’ rights to freely join and form workers’ organizations.
Vendors must not threaten, penalize, or discriminate against employees based on union membership, or make employment conditional on relinquishing
union membership or an agreement not to join a union.


 






    


     


    







 


Health
and Safety. Vendors are expected to provide all of their employees with a safe and healthy working
environment and, where provided, living environment. Vendors must comply with all applicable laws regarding working conditions, including
workplace health and safety, sanitation, fire safety, risk protection, and electrical, mechanical and structural safety. At a minimum,
Vendors must provide potable drinking water, clean and accessible restrooms, adequate lighting and ventilation, fire and emergency exits,
essential life safety equipment, emergency aid kits and access to emergency medical care. In addition, Vendors should establish their
own health and safety policies and should take all reasonable steps to implement adequate health and safety measures to protect workers
from workplace accidents and injuries.


 


Employment
Status. Vendors are required to comply, and to ensure their employees’ compliance, with
all applicable immigration laws and regulations, and must only employ workers who are legally authorized to work in the jurisdiction
in which the Vendor operates. Vendors are expected to verify their employees’ work authorization status, and to maintain records
to support their verification.


 


COMPLIANCE


 





 


Acknowledgment.
As a condition of doing business with the RBI System, each and every Vendor must comply with this Code. Vendors agree that providing
goods or services to the RBI System constitutes an acknowledgment by a Vendor that it understands the requirements set forth in this
Code, is in compliance with all requirements of this Code, and will continue to comply with such requirements during the time it is an
active Vendor to the RBI System.


 


Audits
and Records. Vendors are expected to maintain appropriate records to demonstrate their compliance
with this Code. RBI shall have the right to monitor compliance with this Code, including the right to conduct, or have its designee conduct,
unannounced inspections of Vendors' facilities and records, and the right, in connection with such inspections, to conduct interviews
of the Vendors’ employees. If RBI determines that any Vendor has violated this Code, RBI may terminate its business relationship
with the Vendor or require the Vendor to implement a corrective action plan.


 


Reporting
Violations. Vendors are responsible for promptly reporting to RBI any known or suspected violations
of this Code or the RBI Code of Business Ethics and Conduct for Non-Restaurant Employees, including any violations by an employee, officer,
agent or subcontractor of RBI or a Vendor. To report a violation, please call RBI’s ethics hotline at 1-866-897-9770, or write
to RBI’s chief compliance officer at 226 Wyecroft Road, Oakville, Ontario, Canada L6K 3X7.