Confidential treatment requested by the registrant for its submission of this draft registration 

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Exhibit 10.6


 





 


Franchising


 


Agreement


 


Between 


 


Dufry International AG


(Switzerland)


 


and


 


Hudson Group (HG) Inc


(USA)


 






     


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INDEX


 


	I. PARTIES	1
	II. RECITALS	2
	III. DEFINITIONS AND INTERPRETATION	4
	A.  DEFINITIONS	4
	B.  INTERPRETATION GUIDELINES	5
	IV. COVENANTS	6
	Article 1	Object	6
	Article 2	Territory	6
	Article 3	Franchise	6
	Article 4	Effective Date - Validity	7
	Article 5	Sub-Franchise	7
	Article 6	Remuneration	7
	Article 7	Payments	7
	Article 8	Franchisee’s Rights And Obligations	8
	8.1	Exercise of Franchise	8
	8.2	Use of Intellectual Property	8
	8.3	Exclusivity	9
	Article 9	The Franchisor’s Rights And Obligations	9
	9.1	Provision of Materials	9
	9.2	Coaching	9
	9.3	Exclusivity	9
	9.4	Trademark Maintenance	9
	Article 10	Ownership Of Intellectual Property	9
	Article 11	Registration Of The Franchisee As Registered User	9
	Article 12	Other Marketing Intangibles	10
	Article 13	Quality Control, Inspection & Reporting	10
	13.1	Quality Control	10
	13.2	Inspection	10
	13.3	Reporting	10
	Article 14	Infringement By Unauthorised Persons	11
	Article 15	Infringement of Third Parties’ Rights	11
	Article 16	Confidentiality	11
	Article 17	Transferability	11
	Article 18	No Represenations or Warranties	11
	Article 19	Termination	12
	19.1	Ordinary Termination	12
	19.2	Extraordinary Termination	12
	Article 20	Effects
    of Termination	12
	Article 21	No Goodwill Redundancy On Termination	13
	Article 22	Entire Agreement	13
	Article 23	Other Contractual Relationships Between The Parties	13
	Article 24	Severability	13
	Article 25	Successors And Assignees	14
	Article 26	Independent Parties	14
	Article 27	Costs And Taxes	14
	27.1	Costs	14
	27.2	Taxes	14
	Article 28	Force Majeure	15
	Article 29	Non-Waiver And Cumulative Rights	15
	Article 30	Notices	15
	Article 31	Applicable Law	16
	Article 32	Dispute Resolution and Arbitration	16
	Article 33	Further Assurances	17
	EXHIBIT 1: COMPONENTS OF THE FRANCHISE	19
	EXHIBIT 2: FRANCHISE FEE	21




 




     


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I.
PARTIES


 


On one side,


 


Dufry International AG, a Swiss stock corporation
duly incorporated and existing under the laws of Switzerland with registered offices at Brunngässlein 12, 4010 Basel, Switzerland.


 


(hereinafter referred to as the "Franchisor")


 


and on the other side


 


Hudson Group (HG) Inc , a limited company
incorporated and existing under the laws of the United States of America with registered offices One Meadowlands Plaza, 11th Floor,
East Rutherford, New Jersey, 07073, USA.


 


(hereinafter referred to as the "Franchisee”)


 




     


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II.
RECITALS


 


		I.	WHEREAS, both Parties belong to a multinational group of companies operative in a number
of markets (hereinafter referred to as “the Dufry Group”).



 


		II.	WHEREAS, the Dufry Group is one of the world’s leading operators of shops that sell
luxury consumer products and is engaged in the retail business with “duty free” and “duty paid” concessions
located at airports, borders, on cruise liners, seaports, ferries, railway stations and city centre locations.



 


		III.	WHEREAS, the Franchisor has existing goodwill, know-how and retail specific intellectual
property including a brand portfolio and a “business concept” in the area of duty-free and duty-paid retailing, and
has achieved a valuable goodwill amongst stakeholders in the business of the Dufry group (i.e. airport operators, luxury branded
goods suppliers, retail industry employees, banks and financial institutions etc.).



 


		IV.	WHEREAS, the Franchisor provides corporate and supporting services as listed in Exhibit
1 and grants the Franchisee access to global functions (hereinafter referred to as the “Centralised Support Services”).



 


		V.	WHEREAS, the Franchisor
                                         has the right to use and licence its trademarks - Dufry, Nuance and WDFG - (hereinafter
                                         referred to as the “Trademarks”), registered in several jurisdictions including
                                         the Territory, as well as ancillary brand-building and business related intangibles as
                                         further described in Article 3 of this Agreement.



 


		VI.	WHEREAS, the Franchisee and Franchisor acknowledge the existence of a separate trademark
license agreement in relation to the right of Franchisee to use the Hudson brand as set forth in such trademark license agreement.



 


		VII.	WHEREAS, the Franchisee
                                         and its subsidiaries and/or controlled affiliates operate currently certain duty-free
                                         and/or duty paid shops in the Territory (hereinafter referred to as “the Shops”).



 


		VIII.	WHEREAS, the Franchisee,
                                         on behalf of its subsidiaries and/or controlled affiliates, wishes to benefit
                                         from the widespread recognition of Dufry Group’s trademarks, business concept and
                                         goodwill, which shall open for the Franchisee business opportunities to which it would
                                         have no access as a stand-alone duty-free or other retail business and which shall translate
                                         into the Franchisee’s ability to compete in the globally competitive environment
                                         of the duty free business while reducing its own business risks.



 


		IX.	WHEREAS, the Franchisor is prepared to franchise certain of the Dufry Group trademarks and
its business related intangibles to implement in the Franchisee’s local business as well as provide access to its Global
Distribution Centers to the Franchisee in return for a franchise fee as this term is defined in Article 6.



 




     


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NOW THEREFORE in consideration of
the mutual covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt and sufficiency
of which is acknowledged by each of the Parties hereto) the Parties covenant and agree each with the other as follows:


 


[Remainder
of page intentionally left blank]


 




     


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III.
DEFINITIONS AND INTERPRETATION


 


A.
DEFINITIONS


 


For the purposes of this Agreement, the
following terms shall have the following meanings:


 





		·	“Affiliate”
                                         shall mean any subsidiary or controlled affiliate, which  includes any legal
                                         entity that is directly or indirectly, through the majority of voting rights, equity
                                         capital or otherwise by exercising a controlling influence, controlled by a Party.



 



		·	“Agreement” shall mean this
Agreement including all Exhibits and as amended from time to time.



 


		·	"Effective Date" shall mean
the date as from which this Agreement shall be deemed effective in accordance with Article 4 below.



 


		·	“Territory” shall mean the
Territory referred to in Article 2.



 


		·	“IP Rights” shall mean collectively
certain trademarks, marketing intangibles and any other intellectual property rights, which are legally and/or economically owned
by the Franchisor, or to which the Franchisor has a right of use, including the “business concept”, and which Franchisor
has designated to be used by Franchisee under this Agreement.



 


		·	“Business Concept” shall mean
the Dufry Group’s business concept in the area of travel retail sales, as described in Article 3 of this Agreement.



 


		·	“Centralised Support Services”
shall mean all services as outlined in Exhibit 1.



 


		·	“Global Distribution Centers”
shall mean the central purchasing and logistic platforms operated by the Dufry Group.



 


		·	“Duty Free” shall mean shops
located in or product sales made in an environment exempt from customs duties and/or value added taxes.



 


		·	“Duty Paid” shall mean shops
located in or product sales made in an environment subject to ordinary local duties and/or value added taxes.



 


		·	“Franchise” shall mean all
elements of the Franchise as defined in Article 3 of this Agreement and in Exhibit 1, which may be reviewed and updated from time
to time by Franchisor, including, as the case may be: i) the “trademark(s)”; ii) the “business concept”;
iii) access to the Global Distribution Centers”; iv) all supporting or related business intangibles; and v) all centralised
support services.



 


		·	“Franchise Fee” shall mean
the consideration payable by the Franchisee to the Franchisor for the Franchise referred to and calculated in Article 6.



 


		·	“Net
                                         Sales” shall mean the gross sales in Shops in the Territory of the Franchisee and
                                         its sub-franchisees, less discounts and value added tax as referred to in Article
                                         6.



 


		·	"The Dufry Group" shall mean
all the companies affiliated to the Parties by whatsoever corporate links in whatever jurisdiction.



 






     


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		·	“Party” or “Parties”
shall mean the Franchisor and/or the Franchisee referred to alone or collectively.



 


		·	“Shops”
                                         shall mean brick and mortar travel retail outlets, spaces, or concessions operated by
                                         the Franchisee and its permitted sub-franchisees (if any) in the Territory with
                                         the approval of Franchisor.



 


B.
INTERPRETATION GUIDELINES


 


		·	A reference to a person, corporation,
trust, partnership, unincorporated body or other entity includes any of them.



 


		·	A reference to an article, a clause, a
chapter or a schedule is a reference to an article, a clause, a chapter or a schedule of this Agreement.



 


		·	The singular includes the plural and conversely,
unless otherwise expressly indicated.






 






     


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IV.
COVENANTS


 


Article
1     Object


 


Subject to and in accordance with the terms
and conditions of this Agreement, the Franchisor agrees to grant and hereby grants to Franchisee the right to use the franchise
as further defined under Article 3 below (hereinafter referred to as “Franchise”) for the purpose of the operation
of its Shops in the Territory.


 


This Agreement sets forth the terms and
conditions under which the Franchisee may use the Franchise and shall remunerate the Franchisor for the Franchise as well as the
respective rights and obligations of both Parties under the terms of this grant.


 


Article
2     Territory


 


This Agreement shall be valid within the
continental United States and Canada. (hereinafter referred to as the “Territory”).


 


Article
3     Franchise


 


The elements of the Franchise include the
following:


 


		(i)	Trademarks



 


		(ii)	Business Concept



 


		(iii)	Access to the Global Distribution Centers



 


		(iv)	Supporting Business Related IP



 


		(v)	Centralised Support Services



 


A more detailed description of these elements
is included in Exhibit 1 to this Agreement, which shall be considered as an integral part of this Agreement and may
be updated and/or amended by Franchisor in its sole discretion from time to time, including, without limitation, to reflect changes
and/or developments in the IP Rights portfolio of Franchisor, as may be made available by the Franchisor to the Franchisee from
time to time.


 


The Franchisor is entitled to outsource
to third parties the total or part of the delivery of the Franchise elements, i.e. the Franchisor may engage (without the Franchisee’s
consent) third parties for the execution of the entire or part of the Franchise Agreement as sub-contractors whereby such a sub-contracting
relationship between a sub-contractor and the Franchisor does not affect in any manner the Francisee and no legal relationship
shall be deemed to exist between the Franchisee and sub-contractors.


 


The Franchisor is in no case obliged to
notify or otherwise inform the Franchisee about any kind of delegation and/or outsourcing to third parties in connection with this
Agreement.


 






     


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Article
4     Effective Date - Validity


 


This Agreement shall be effective as from
______________, 2017, which shall be deemed to be the Effective Date. This Agreement is of unlimited duration and shall remain
in force until terminated in accordance with Article 19 hereunder.


 


The Parties mutually agree that any prior
concluded franchise agreement between the Parties shall be deemed terminated in its entirety as per ______________, 2017. They
shall procure that such franchise agreements be terminated as of that date. In particular, they shall procure that the franchise
agreement between


		·	Dufry International AG and Dufry Newark
Inc, dated September 30, 2005



		·	Dufry International AG and Dufry New York
Inc, dated September 30, 2005



		·	Dufry International AG and Dufry Houston
Duty Free & Retail Partnership, dated September 30, 2005



		·	Dufry International AG and The Nuance
Group (US) Inc, dated December 2011, 2015



terminate as of said date.


 


Article
5     Sub-Franchise


 


The Franchisee has the full right to
grant sub-franchises to its Affiliates. The Franchisee shall not under the terms of this Agreement have the right to grant
sub-franchises to any other third parties without Franchisor’s prior consent, which shall not be unreasonably
withheld. Franchisee shall procure that any of its sub-franchisees fully comply with the terms and conditions of this Agreement
and Franchisee shall be responsible for any acts (and omissions) of its sub-franchisees as if they were Franchisee's own acts
(and omissions).


 


Article
6     Remuneration


 


As a consideration for the Franchise granted
hereby, Franchisee commits to remunerate Franchisor with a fee (hereinafter referred to as “the Franchise Fee”) which
shall amount to the percentage of the Net Sales achieved in the Territory as defined in Exhibit 2, which
shall be considered an integral part of this Agreement.


 


This Franchise Fee will be reviewed periodically
to ensure that it remains in line with internationally recognised transfer pricing rules such as the OECD report on “Transfer
Pricing Guidelines for Multinational Enterprises and Tax Administrations” effective 2017 with subsequent updates. In case
any such transfer pricing rules require the Franchise Fee to be adjusted, Franchisor shall have the right to adjust the Franchise
Fee accordingly and such adjustment shall be binding upon Franchisee.


 


For the purpose of this Agreement the
Franchisee’s “net sales” achieved in the Territory shall mean the gross sales by Franchisee and its sub-franchisees
in the Shops less any discounts and/or value added taxes.


 


Article
7     Payments


 


The payment of the Franchise Fee shall
be made by the Franchisee to the Franchisor on a monthly basis, namely in accordance with the following rules:


 


		(i)	Within 30 (thirty) days as from the last day of a calendar month the Franchisee will submit to
the Franchisor a monthly statement (hereinafter “the Monthly Statement”) for the foregoing calendar month containing
the amount of Net Sales and the calculation of the corresponding Franchise Fee.



 






     


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		(ii)	Not later than 30 (thirty) days as from the date of the Monthly Statement, the Franchisee shall
pay to the Franchisor the amount due corresponding to the Monthly Statement.



 


		(iii)	Interest of 0.5 % per month will be charged on all late payments.



 


		(iv)	All payments shall be made in USD by wire transfer to a bank account to be specified by the Franchisor
and duly communicated to the Franchisee.



 


		(v)	Franchisee shall retain for a period of at least 10 years, and provide to Franchisor upon its request,
all records and supporting evidence necessary for Franchisor to verify the Monthly Statement, the Net Sales and the calculation
of the Franchise Fee.



 


Article
8     Franchisee’s Rights And Obligations


 


 8.1     Exercise of Franchise




 


The Franchisee has the right and the obligation
to use the Franchise in accordance with the terms and conditions of this Agreement and Franchisor's instructions during the term
of validity of this Agreement. Furthermore the Franchisee acknowledges and agrees that the Franchise granted in this Agreement
applies only in connection with the Shops and the products and – if at all applicable – services sold therein and may
not be used for any other purpose.


 


All use of the Franchise shall conform
fully with all policies, standards and instructions of the Franchisor supplied to the Franchisee from time to time. The Franchisee
hereby undertakes to exercise the Franchise in a manner which is not in any way detrimental to the business and/or the reputation
of the Franchisor and the Dufry Group.


 


 8.2     Use of Intellectual Property




 


The Franchisee commits to use the IP Rights
at a minimum to the extent required by law for the maintenance of the valid registration of the Trademarks and the survival of
marketing intangibles. The Franchisee acknowledges and agrees that the rights granted in this Agreement for the use of the IP Rights
apply only to their use in connection with the operation of the Shops.


 


All use of the IP Rights shall conform
fully with all written policies, standards and instructions of the Franchisor supplied to the Franchisee from time to time. The
Franchisee may not use the IP Rights in a manner, which would injure the reputation or goodwill of the Franchisor or the Dufry
Group. The Franchisee further agrees that it will not use the IP Rights for activities, products and services, which are not within
the scope of business operation of the Shops.


 


The Franchisee hereby agrees that any use
of the IP Rights by the Franchisee outside the terms and conditions of this Agreement is and shall be deemed as infringement of
the Franchisor's rights.


 






     


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 8.3     Exclusivity




 


The Franchisee commits to abstain, as long
as this Agreement remains in force, from entering into any third party franchise to be fully or partially exercised in the Shops
without prior written permission from the Franchisor.


 


Article
9     The Franchisor’s Rights And Obligations


 


 9.1     Provision of Materials




 


The Franchisor undertakes to provide the
Franchisee with the rights owned by or licensed to Franchisor and with information and materials which Franchisor deems necessary
or convenient in order to enable the Franchisee to use the Franchise in accordance with this Agreement.


 


 9.2     Coaching




 


The Franchisor undertakes hereby to provide
the Franchisee, at the Franchisee’s reasonable request, with the training and coaching of personnel, which is, in Franchisor's
reasonable assessment, required for the Franchisee to be in a position to properly exercise the Franchise as set out in this Agreement.


 


 9.3     Exclusivity




 


The Franchisor commits to abstain, as long
as this Agreement remains in force, from granting to any other person or entity which is not a member of the Dufry Group a Franchise
valid for the Territory.


 


9.4    
Trademark Maintenance


 


Without prejudice to any other term
of this Agreement (including, without limitation, Articles 14 and 15), Franchisor undertakes to use its commercially reasonable
best efforts to maintain and defend the Trademark during the term of this Agreement. Notwithstanding the foregoing in this Article
9.4, the Parties agree that Franchisor may in its sole discretion at any time during the term of this Agreement make changes to
the IP Rights, including, without limitation, by amending the Trademark and/or any of the marketing intangibles and/or by amending,
adding and/or removing trademark registrations from the scope of the license grant.


 


Article
10     Ownership Of Intellectual Property


 


The Parties hereto hereby acknowledge that
between the Parties the Franchisor is the exclusive owner or has otherwise the exclusive right to use and license the IP Rights
and all goodwill associated therewith. Furthermore the Parties expressly agree that except as expressly provided in this Agreement,
the Franchisee acquires no right, title or interest in any of the IP Rights or related marketing intangibles. The Franchisee shall
not in any manner represent that it has any ownership interest in the IP Rights or applications thereof. The Franchisee may not
at any time dispute or contest, directly or indirectly, the validity, ownership or enforceability of any of the IP Rights, nor
directly or indirectly attempt to dilute the value of the goodwill attached to any of the IP Rights.


 


Article
11     Registration Of The Franchisee As Registered User


 


Should the registration
of the Franchisee as registered user of the IP Rights be possible, necessary or convenient in any public or private register, the
Franchisee agrees, upon request by the Franchisor made at any time after the execution of this Agreement, to join the Franchisor
in applying for such registration as registered user or any analogue registration in respect to the IP Rights or a part of them.
The Franchisee agrees to execute all documents and do all acts necessary or convenient to obtain such registration, as well as
any documents, which might be necessary for the variation, completion or cancellation of such registration.


 






     


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The Franchisee shall
not at any time during the term of this Agreement or at any time after its termination use its capacity as registered user of the
IP Rights to do any act or assist any person in doing any act which may in any way invalidate, impair or prejudice the rights or
title of the Franchisor, whichever nature these rights might have, in the IP Rights.


 


Article
12      Other Marketing Intangibles


 


As far as registered or registerable, the
Franchisee undertakes hereby not to register the Trademarks and/or marketing intangibles or any marketing intangibles confusingly
similar thereto. Any application or registration in breach of this Article shall enure to the benefit of and be beneficially owned
by the Franchisor. The Franchisee shall assign to the Franchisor at Franchisor’s request and own expense all rights, title
and interest in any such application or registration.


 


Article
13      Quality Control, Inspection & Reporting


 


 13.1     Quality Control




 


The Franchisee agrees that it shall only
exercise the Franchise within the scope of business of the Shops and that such operation shall conform in nature and quality and
shall be performed by the Franchisee in compliance with this Agreement, as well as in accordance with the quality standards and
specifications set by the Franchisor, in its sole discretion from time to time. Without limiting the foregoing, the Franchisee
agrees that the operation of the Franchise by the Franchisee shall be of high quality standards prevailing in the sector and consistent
with that quality standard maintained by the Franchisor in connection with comparable businesses. The Franchisee further agrees
that the operation of the Franchise shall be in conformity with all laws, rules and regulations applicable to the Franchisee as
well as with the laws applicable in the Territory.


 


 13.2     Inspection




 


The Franchisor or its authorised agents
shall have the right at any time to inspect the Shops, the performance thereof and any relevant documents, materials and records
related to the Shops in order to determine whether the Franchisee has complied with its obligations under this Agreement.


 


 13.3     Reporting




 


The Franchisee agrees to maintain adequate
books and records and to report to the Franchisor at the latter's request about the exercise of the Franchise by Franchisee and
its permitted sub-franchisees and their compliance with the terms and conditions of this Agreement. For the purposes of this reporting,
the Franchisor shall be entitled to provide the Franchisee with a standard form to be filled in by the Franchisee. The Franchisee
undertakes further, at the request of the Franchisor, to have its statutory independent auditors certifying the completeness and
accuracy of such reports.


 






     


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Article
14      Infringement By Unauthorised Persons


 


The Franchisee agrees
to immediately give notice to the Franchisor of any conflicting use or any act of infringement or passing off by unauthorised
persons which comes to its or its sub-franchisees attention and which involves the Franchise and/or IP Rights or any variation
or imitation thereof. Upon Franchisor's request, Franchisee shall provide at its own cost all reasonable support and assistance
to Franchisor in any action taken by Franchisor to defend against any infringement of and/or to enforce its rights.


 


Article
15     Infringement of Third Parties’ Rights


 


The Franchisee agrees
to immediately give notice to the Franchisor of any demand, claim and/or action involving the Franchise and/or IP Rights that
is made or threatened by any person against the Franchisee and/or any of its sub-franchisees. Franchisee shall, and shall
cause its relevant sub-franchisee(s) to, upon Franchisor's option and request, allow (i) either Franchisor to undertake
the defence against any such demand, claim and/or action or (ii) defend against such demand, claim and/or action in accordance
with Franchisor's instructions. Franchisee and/or its sub-franchisees shall not agree to any settlement or any judicial
finding or award that is reviewable by a higher authority without the express prior written approval of Franchisor. Franchisee
shall, and shall cause its relevant sub-franchisee(s) to, further implement the measures identified by Franchisor to prevent
any further infringement of any third party rights by the use of the Franchise and/or the IP Rights.


 


Article
16     Confidentiality


 


Both Parties acknowledge that by virtue
of this Agreement they may have direct or indirect access and acquire knowledge of the other Party’s confidential information.
Both Parties undertake hereby to hold in absolute confidence all and any information and not to use, disclose, reproduce or dispose
of any information in any manner other than (i) as expressly provided for in this Agreement, or (ii) required under applicable
law or regulation, in the good understanding that the undertaking contemplated in this Article 16 shall survive in case of termination
of this Agreement, being irrelevant the reasons of such a termination.


 


Article
17     Transferability


 


Except as provided for in Article
3, this Agreement and all rights and obligations arising here from shall not be transferred by either Party to a third party without
the express previous consent from the other Party, which shall be in writing.


 


Article
18     No Represenations or Warranties


 


Notwithstanding any other provision in
this Agreement, Franchisee acknowledges and agrees that the Franchise and the IP Rights are made available to Franchisee on an
"as-is" basis without any representation or warranty, including, without limitation, without any representation or warranty
regarding the validity, enforceability and/or non-infringement of the IP Rights. To the maximum extent permitted by applicable
law, Franchisor hereby disclaims any liability for any damages or detrimental consequences which may arise for the Franchisee as
a direct or indirect consequence of the Franchisee’s exercise of its rights or fulfilment of its obligations under this Agreement.


 






     


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Article
19     Termination


 


 19.1     Ordinary Termination




 


The Franchisor may at any time and in
its sole discretion terminate this Agreement by serving a prior termination notice of 6 (six) months to the Franchisee.


 


 19.2     Extraordinary Termination




 


In the event either Party defaults on its
obligations as provided for in this Agreement, the other Party shall give the defaulting Party written notice of said default.
If the defaulting Party does not cure said default to the satisfaction of the other Party and notifies in writing such other Party
of such cure within 10 (ten) calendar days after receipt of the notice of default, then the Party having given notice of default
may terminate this Agreement. This termination shall then be effective immediately upon notification of termination.


 


Notwithstanding the foregoing paragraph,
the Franchisee shall be deemed to be in default under this Agreement and this Agreement and all rights granted therein shall be
deemed to be terminated effective immediately, without notice or prior opportunity to cure the default in the following cases:


 


		(i)	If an application or order is made, proceedings are commenced, a resolution is passed or an application
to court is made or whatsoever steps are taken which might lead to the Franchisee's winding-up, dissolution, declaration of bankruptcy
or insolvency, appointment of an administrator or controller or custodian or similar officer over all or any of its assets (including
any undertaking of the Franchisee or any step preliminary to such appointment), assignment for the benefit of creditors or the
appointment of a receiver or trustee for the assets.



 


		(ii)	If there is any change in the ownership of more than 15% of the Franchisee's voting stock (other
than in case of Dufry group internal restructuings), including but not limited to the case of expropriation, nationalisation or
whatsoever manner of exercise of governmental control upon the Franchisee.



 


The Parties further agree
that this Agreement shall terminate upon the effective date of any termination or expiry, if any, of the Master Relationship Agreement
entered into between Franchisor and Hudson Ltd. dated _______________, 2017.


 


Article
20     Effects of Termination


 


Upon the proper termination of this Agreement
for any reason whatsoever, the Franchisee shall immediately cease to be a franchisee of the Franchisor and shall immediately
cease to exercise, directly or indirectly, through any of its sub-franchisees, in any manner whatsoever any rights arising
out of the Franchise and shall, forthwith upon request by the Franchisor, sign all documents and take such actions as may be necessary
to cancel any registration in whatsoever register of the Franchisee as a user of the Trademarks. Further the Franchisee shall
return to the Franchisor, at the sole discretion of the Franchisor, all materials which have been provided by the Franchisor.


 


Without prejudice to the foregoing
in this Article 20, in case of a termination by Franchisor without cause based on Article 19.1, upon request of Franchisee, Franchisor
will use its commercially reasonable efforts to provide, on a case by case basis, to Franchisee and/or its permitted sub-franchisees
who, as of the receipt by Franchisee of Franchisor's termination notice, operate certain Shops in good faith reliance on the continued
duration of this Agreement, the right to continue to use the reasonably necessary IP Rights for the operation of the relevant
Shop(s) for a limited term. Each such continued use shall: (i) fully comply with the terms and conditions of this Agreement (including,
without limitation, regarding remuneration), which shall continue to remain in force insofar as the operation of the relevant
Shop(s) is concerned (but, for the avoidance of doubt, not with regard to any other Shops and/or any other use of the IP Rights);
(ii) be limited to the use expressly permitted by Franchisor on a case by case basis; (iii) cease immediately without further
notice required in case of any breach of the terms and conditions of this Agreement by Franchiseee and/or its permitted sub-franchisee
that is not remedied within 30 (thirty) days after Franchisor's request; and (iv) cease immediately without further notice required,
in respect of each Shop for which an extension based on this Article 20 is granted, upon the expiry of the remainder of the minimum
term of the concession, lease or similar agreement applicable to the relevant Shop as in effect as of the receipt by Franchisee
of Franchisor's termination notice (without any extension or prolongation).


 






     


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Article
21     No Goodwill Redundancy On Termination


 


Any and all goodwill which accrues or which
has accrued from the Franchise has accrued and shall accrue for the benefit of the Franchisor and if so requested by the Franchisor
at any time or on the termination of this Agreement, the Franchisee shall assign all goodwill to the Franchisor.


 


For the case that the Franchisee has prior
to the date of execution of this Agreement already exercised any right inherent to the Franchise, the Franchisee acknowledges that
all such use has been under the control of the Franchisor. Insofar as the Franchisee might have been regarded as the proprietor
of the IP Rights for the purposes of any applicable law, the Franchisee hereby confirms that it has abandoned in favour of the
Franchisor its proprietorship in the IP Rights.


 


Consequently, upon the proper termination
of this Agreement for any reason whatsoever, the Franchisee shall in no case be entitled to receive from the Franchisor any kind
of compensation, redundancy fee or whatever payment from the Franchisor on the basis of any goodwill which might have arisen out
of the Franchisee’s compliance with its obligations under this Agreement.


 


In the unlikely case that any applicable
law would vest the Franchisee with any right to claim from the Franchisor any payment based on goodwill, the Franchisee hereby
waives, to the full extend permitted by law, any right to claim such payment and simultaneously declares hereby that, in case of
its entitlement being compulsory by law, it hereby assigns any payment in full to the Franchisor without requesting any compensation
therefore.


 


Article
22     Entire Agreement


 


This Agreement and its Exhibit hereto constitute
the entire agreement between the Parties in connection to the subject matter hereof and supersede all prior agreements, understandings,
negotiations and discussions with respect to the subject matter hereof whether written or oral. Except as provided in this Agreement
and its Exhibit, there are no conditions, representations, warranties, undertakings, promises, inducements or agreements whether
direct or indirect, collateral, expressed or implied made by the Franchisor to the Franchisee.


 


No supplement, modification or waiver of
this Agreement shall be binding unless executed in writing by authorised officers of the Franchisor and the Franchisee.


 


Article
23     Other Contractual Relationships Between The Parties


 


The Parties hereto acknowledge that they
have or may have in the future other contractual relationships between them. It is both Parties’ interest and intention that
the different contractual relationships between the Parties are kept separated from each other and that the matters regulated in
this Agreement shall in no way be affected by any term or condition other than those set forth in this Agreement.


 


Article
24     Severability


 


The invalidity or unenforceability of any
provision or any covenant of this Agreement in any jurisdiction shall not affect the validity or enforceability of such provision
or covenant in any other jurisdiction or of any other provision or covenant hereof or herein contained and any invalid provision
or covenant shall be deemed to be severable. The Parties shall negotiate in good faith in order to replace the provision declared
invalid or unenforceable with a new provision, valid and enforceable, which preserves the original intention of the Parties.


 






     


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Article
25     Successors And Assignees


 


This Agreement shall enure to the benefit
of and be binding upon the Franchisor and the Franchisee and their respective legal representatives, successors and permitted assignees.


 


Article
26     Independent Parties


 


The Franchisee is and will at all times
remain an independent party of the Franchisor and is not and shall not represent itself to be the agent, joint venturer or partner
of the Franchisor. No representations will be made or acts taken by the Franchisee which could establish any apparent relationship
of agency, joint venture or partnership and the Franchisor shall not be bound in any manner whatsoever by any agreements, warranties
or representations made by the Franchisee to any other person or with respect to any other action of the Franchisee. No acts of
assistance given by the Franchisor to the Franchisee shall be construed to alter this relationship.


 


Article
27     Costs And Taxes


 


 27.1      Costs




 


All costs related to the preparation and
execution of this Agreement shall be borne by the Franchisor. For the avoidance of doubt, this Article 27.1 shall not apply to
the costs of the use of the Franchise, including, without limitation, the operation of the Shops, by Franchisee and its sub-franchisees.


 


 27.2      Taxes




 


The Franchisor shall be completely responsible
for any taxes now or hereafter imposed on the Franchisor with respect to the transactions contemplated hereunder, and the Franchisee
shall be completely responsible for any taxes now or hereafter imposed on the Franchisee with respect to the transactions contemplated
hereunder.


 


All sums payable to the Franchisor under
or in connection with this Agreement shall be calculated excluding any VAT or any other applicable taxes. In this Agreement "VAT"
means Value Added Tax and includes any similar tax replacing it or adding to it. Therefore the Franchisee shall also pay to the
Franchisor an amount equal to the amount of any VAT chargeable according to the applicable tax regime in each case.


 


If under the applicable legal dispositions
in the Franchisee’s jurisdiction, any amount to be paid to the Franchisor is subject to withholding tax, the latter will
be subject to taxation at the relevant tax rate, so that the Franchisor receives the amount agreed net of withholding tax. To the
extent applicable law requires any such amounts to be paid by the Franchisee directly to a governmental authority, the Franchisee
shall pay such amounts promptly and receipts or other proof of such payment shall be provided to the Franchisor immediately upon
receipt. If the Franchisee fails to pay these withholding taxes, will indemnify the Franchisor for the full amount of such taxes,
including any losses occasioned by its failure to withhold any taxes imposed by any local jurisdiction on amounts payable by the
Franchisee, and for any liability (including penalties, interest, and expenses) arising from or concerning the payment of such
taxes, whether such withholding taxes were correctly or legally asserted or not.


 






     


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Whenever an Agreement for the avoidance
of double taxation between the involved countries is available, the Franchisee shall provide the Franchisor with a Certificate
of Tax Residence within the meaning of such agreement.


 


The Franchisee shall bear the cost and
be responsible for the payment of stamp duty, if any, applicable to this Agreement.


 


All other taxes imposed, such as turnover
taxes, which may be imposed now or in the future, will be the Franchisee ́s responsibility and will not affect its obligations
to make payments as required under this Agreement.


 


Article
28     Force Majeure


 


Neither the Franchisor nor the Franchisee
shall be liable in damages, or shall be subject to termination of this Agreement by the other Party, for any delay or default in
performing any obligation hereunder if that delay or default is due to any cause beyond the reasonable control and without fault
or negligence of that Party, provided that, in order to excuse its delay or default hereunder, a Party shall notify the other of
the occurrence or the cause, specifying the nature and particulars thereof and the expected duration thereof, and provided, further,
that within 15 (fifteen) calendar days after the termination of such occurrence or cause, that Party shall give notice to the other
Party specifying the date of termination thereof. All obligations of both Parties shall return to being in full force and effect
upon termination of such occurrence or clause.


 


For the purposes of this Agreement, a "cause
beyond the reasonable control" of a Party shall include, without limiting the generality of the phrase, any act of God, act
of any government (excepting the causes contained in Article 19.2), or other statutory undertaking, industrial dispute, fire, explosion,
accident, power failure, flood, riot, or war (declared or undeclared).


 


Article
29     Non-Waiver And Cumulative Rights


 


The failure of either Party to exercise
any right, power or option given hereunder or to insist upon the compliance with the terms and conditions hereof by the other Party
shall not constitute a waiver of the terms and conditions of this Agreement with respect to that or any other or subsequent breach
thereof nor a waiver by the non-exercising Party of its rights at any time thereafter to require strict compliance with all terms
and conditions hereof including the terms or conditions with respect to which non-complying Party has failed to exercise such right
or option. The rights of each Party hereunder are cumulative.


 


Article
30     Notices


 


All notices, consents and approvals (hereinafter
referred to as a "Notice") permitted or required to be given hereunder shall be deemed to be sufficiently and duly given
if written and delivered personally or sent by courier or transmitted by facsimile transmission or other form of recorded communication
tested prior to transmission, addressed as follows:


 






     


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	For the Franchisor:	Dufry International AG
	 	Brunngässlein 12
	 	CH-4010 Basel
	 	Switzerland
	 	 
	For the Franchisee:	Hudson Group (HG) Inc
	 	One Meadowlands Plaza, 11th Floor
	 	East Rutherford
	 	New Jersey, 07073
	 	USA




 


Any Notice so given shall be deemed to
have been received on the date of delivery if sent by courier, facsimile transmission or other form of recorded communication,
as the case may be. Either Party from time to time by Notice may change its address for the purposes of this Agreement.


 


Article
31     Applicable Law


 


This Agreement shall be governed and construed
in accordance with the substantive laws of Switzerland, excluding its conflict of laws principles and excluding the UN Convention
on Contracts for the International Sale of Goods.


 


Article
32     Dispute Resolution and Arbitration


 


Any dispute, controversy or claim arising
out of or relating to this Agreement, or the validity, interpretation, breach or termination thereof, or any agreement or action
contemplated thereby (a “Dispute”), shall be resolved in accordance with the procedures set forth in this Article 32,
which shall be the sole and exclusive procedures for the resolution of any such Dispute unless otherwise specified below.


 


The Board of Directors of either Party
may submit any Dispute for resolution by mediation in accordance with the Swiss Rules of Commercial Mediation of the Swiss Chambers’
Arbitration Institution in force on the date when the request for mediation was submitted in accordance with these Rules. The seat
of the mediation shall be Zurich, although the meetings may be held elsewhere. The mediation proceedings shall be conducted in
English.


 


If a Dispute is not resolved by mediation
as provided in this Article 32 within thirty (30) days of the selection of a mediator (unless the mediator chooses to withdraw
sooner), either Party may submit the Dispute to be finally resolved by arbitration pursuant in accordance with the Swiss Rules
of International Arbitration of the Swiss Chambers’ Arbitration Institution in force on the date when the Notice of Arbitration
was submitted in accordance with those Rules. The Parties consent to a single, consolidated arbitration for all known Disputes
existing at the time of the arbitration and for which arbitration is permitted.


 






     


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The number of arbitrators shall be three.
The seat of the arbitration shall be in Zurich. The arbitral proceedings shall be conducted in English. The arbitration shall be
conducted in accordance with the provisions for expedited procedure.


 


Article
33     Further Assurances


 


The Parties hereto agree to do or cause
to be done all acts or things necessary to implement and carry into effect this Agreement to its full extent, including any kind
of public deed or official document which could be required according to the laws of Switzerland, the laws of the Territory or
to the laws applying to either the Franchisee or the Franchiser.


 




     


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IN WITNESS THEREOF the Parties hereto
have entered into this Franchising Agreement on the date and place set hereunder and have executed it in two originals, both of
them together constituting one and the same document.


 


For The Franchisor (Dufry International
AG):


 


DATED at _____________ this __ day
of _____________ 2017


 


	Signature:	 	 	Signature:	 
	Name:	Julian Diaz	 	Name:	Andreas Schneiter
	Title:	Director	 	Title:	Director


 


For The Franchisee (Hudson Group
(HG) Inc):


 


DATED at _____________ this __ day
of _____________ 2017


 


	Signature:	 	 	Signature:	 
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 


 




     


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EXHIBIT
1: COMPONENTS OF THE FRANCHISE


 


The list herein below represents only an
overview of the components of the Franchise and is not meant to be exhaustive. The scope of the Centralised Support Services, which
may vary from time to time, shall be at the sole discretion of the Franchisor. The application of the Dufry Group Trademarks has
to be compliant with "Dufry Corporate Identity Guidelines" as updated from time to time. Should an envisaged application
not be covered by the "Dufry Corporate Identity Guidelines" the Franchisors approval is required.


 


		(i)	Trademarks:



 


		·	The Dufry Brands/Trademarks:



		o	DUFRY



		o	NUANCE



		o	WORLD DUTY FREE GROUP



(including
“DUFRY” master brand logo and “” signage, as well as applicable
colours and fonts); 


 


		·	Global Brand Guidelines (technical details
regarding application of the brands);



 


		·	Guidance and training on how to utilise
the logos and brands within stores (e.g. on banners, logos, point of sale machines, sales tickets, plastic bags etc);



 


		·	Guidance and training on how to utilise
the master brand logo and brands on stationery (letters, business cards, signage etc); and



 


		·	Trademark registrations and legal protection
by the Franchisor.



 


		(ii)	Business Concept:



 


		·	Commercial Concepts for the traditional
duty-free business (DUFRY, WDFG & NUANCE)



 


		·	Store Product Category Concepts;



 


		·	Store Operating Concept;



 


		·	The VIP Discount Card;



 


		·	Special Offers Brochure (issued 3/4 times
a year in major stores);



 


		·	Calendar of Promotions (month by month
calendar of promotions designed for every Store);



 


		·	Corporate Web-Sites including Pre-Order
Platforms; and



 


		·	Development of Alternative Sales Channels.



 






     


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		(iii)	Access to Global Distribution Center:



 


		·	Access to replenishing tools; and



 


		·	Access to central datawarehouse structures
such as Dufry Central Information System (DCIS).



 


		(iv)	Supporting Business Related IP:



 


		·	Marketing Knowhow;



 


		·	Product Assortment;



 


		·	Standardised Business Procedures;



 


		·	Central Management of Promotion and Advertising
Activities;



 


		·	Dufry Magazines & Corporate Communication;



 


		·	Central Industry/Market/Sales Knowledge;



 


		·	Sales Staff Training; and



 


		·	Tender and Business Development Support.



 


		(v)	Centralised Support Services:



 


		·	Treasury Services including Intragroup
Financing and FX Hedging;



 


		·	Internal Audit including Loss Prevention
Program;



 


		·	Legal Services;



 


		·	Tax Support;



 


		·	Global Insurance Programs; and



 


		·	Budgeting, Controlling and Performance
Analysis Support.



 




     


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EXHIBIT
2: FRANCHISE FEE


 


The Franchise fee rate payable by the Franchisee
to the Franchisor shall be set at:


 


Duty Free Sales under the DUFRY trademark


3% (THREE PERCENT) of the Net Sales of
the Franchisee.


 


Duty Free Sales under the NUANCE trademark


3% (THREE PERCENT) of the Net Sales of
the Franchisee.


 


Duty Free Sales under the WORLD DUTY FREE
trademark


3% (THREE PERCENT) of the Net Sales of
the Franchisee.


 


Duty Free Sales under the franchise concept
but not under a trademark(s) of the Dufry Group


2% (TWO PERCENT) of the Net Sales of the
Franchisee.


 


Duty Paid Sales under the franchise concept
whether or not under a trademark(s) of the Dufry Group (“Endorsement Fee”)


0.35% (POINT THREE FIVE PERCENT) of the
Net Sales of the Franchisee