In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Ex Input:
Exhibit 10.1 MASTER FRANCHISE AGREEMENT This Master Franchise Agreement (Agreement) is made and entered into on the 20t h day of November, 2018 (the Effective Date) at Mumbai, by and between Smaaash Entertainment Private Limited, an Indian company, with its address at Trade View, Level 2, Kamala Mills, Lower Parel, Mumbai 400013, India (Franchisor) and I-AM Capital Acquisition Company, a company incorporated in the United States of America, with an address at 1345 Avenue of the Americas, 11th floor, New York, 10105 (Franchisee). RECITALS A. WHEREAS, Franchisor operates entertainment centers and gaming arcades throughout India as well as at the Mall of the Americas in Minneapolis Minnesota where Franchisor, through its virtual reality and sports simulation technology and proprietary gamification technologies provides sport and recreational activities/services; and B. WHEREAS, Franchisee is [•] (add the business of the Franchisee); and C. WHEREAS, Franchisor desires to appoint Franchisee, and Franchisee desires to be so appointed, to act as Franchisor's exclusive Franchisee in the territories of North America and South America (Territory) in the manner set out in this Agreement, for setting up, managing and operating entertainment centres and gaming arcades involving virtual reality, sports simulation technology and proprietary gamification technologies to provide sport and recreational activities/services to the public (Smaaash Centres), upon the terms and subject to the conditions hereinafter provided. NOW, THEREFORE, the parties agree as follows: 1. Grant of Franchise 1.1 Rights granted to the Franchisee. Subject to Section 1.2, Franchisor hereby grants to Franchisee the exclusive right, (a) to establish and operate Smaaash Centres in the Territory, (b) to sub-license the right to establish and operate Smaaash Centres to third party franchisees in and for the Territory, (c) a license to use the products and other services developed by Franchisor with respect to the Smaaash Centres (including a right to authorise the use of products and services developed by the Franchisor by third party franchisees), in the Territory, and (d) to identify third party franchisees for the Smaaash Centres in the Territory. The rights granted herein include the limited license to use the Trademarks of the Franchisor (the details of which are morefully set out in Exhibit A), as set out in Section 3 of this Agreement, for the purposes of establishing and operating the Smaaash Centres in the Territory. It is clarified that if third party franchisees shall be establishing and operating Smaaash Centres in the manner contemplated under this Agreement, then the Franchisee shall ensure that such third party franchisees complies with all the obligations and duties of the Franchisee, as recorded under this Agreement, and to this extent, Franchisee may enter into relevant agreements with such third party franchisees. 1.2 Notwithstanding the right granted to the Franchisee in Section 1.1, the Franchisor and its affiliates shall retain the right on the terms and conditions that the Franchisor may deem fit and without granting any rights therein to the Franchisee, (i) to own, acquire, establish and / or operate, and to a grant a license to third parties to establish and operate Smaaash Centres at any location outside the Territory, and (ii) to own, acquire, establish and / or operate, and to grant a license to third parties to establish and operate, gaming and entertainment centres under other proprietary marks or other systems, whether such centres are the same, similar or different from the Smaaash Centres, at any location within or outside the Territory. 1.3 This arrangement has been entered into by the parties on an arms'length basis. All commercials between the parties in relation to the transactions contemplated under this Agreement, if not specifically provided in this Agreement, shall be agreed mutually between the parties. 1.4 Additional Considerations (a) Pricing. Franchisor and Franchisee shall agree upon and decide the locations at which the Smaaash Centres shall be set up within the Territory. The Franchisee shall not be entitled to set up any new Smaaash Centres without consulting with, and obtaining the prior written consent of Smaaash. (b) The prices of the products and services offered in each of the Smaaash Centres shall be decided mutually among the parties. Any revision to the agreed fees, including any discounts or prizes or other promotional measures shall require the prior written consent from Franchisor.

Source: SIMPLICITY ESPORTS & GAMING CO, 8-K, 11/30/2018





(c) Franchisee or the third party franchisee, as the case may be, shall be entitled to receive the revenue generated from each of the Smaaash Centres. If third party franchisees are operating the Smaaash Centres, then the Franchisee shall be entitled to receive, (i) 5% (five percent) of the capital expenditure as agreed among the parties for the particular Smaaash Centre as sign -on fees or upfront advance, and (ii) 5% (five percent) fee or commission of the revenue generated by such third party franchisees from the Smaash Centres on an annual basis. 1.5 Operation of Smaaash Centres. Franchisee or third party sub -franchisees shall be under an obligation to set up at least 6 (six) Smaaash Centres during the first Contract Year or any other time period as may be provided by Franchisor. The Smaaash Centres shall be established and operated in the Territory using the assumed trade name 'Smaaash'or any other trade name that the Franchisor may designate. Franchisee shall maintain good customer relations in accordance with prudent and reasonable business practices. Franchisee shall perform its obligations hereunder without using subcontractors, sub-distributors, independent sales representatives, agents, Franchisee's affiliates or other non-employees (Third Parties) to perform the obligations of Franchisee under this Agreement except to the contrary specifically stated in this Agreement or unless they have been approved, in writing, in advance, by Franchisor, such approval not to be unreasonably withheld. 2. Term The term of this Agreement shall commence as of the Effective Date and shall continue until terminated as hereinafter provided (the Term). Each calendar year during the Term is sometimes hereinafter referred to as a Contract Year. 3. Grant of License in the Trademarks 3.1 License. Subject to the terms of this Agreement (including all obligations to first obtain Franchisor's written approval), Franchisor hereby grants to Franchisee the right to use the Trademarks (the details of which are set out in Exhibit A to this Agreement) (including sub-licensing this right to third party franchisees with the approval of Franchisor), on a royalty-free basis, for the purpose of operating and promoting the Smaaash Centres in the Territory. Franchisee is, in particular entitled to: (a) offer, market and/or distribute any products and services in connection with the Smaaash Centres under the Trademarks; and

Source: SIMPLICITY ESPORTS & GAMING CO, 8-K, 11/30/2018





b) use the Trademarks on business stationery and/or in advertising in connection with the advertising, promotion and distribution of Smaaash Centres in the Territory. 3.2 Exclusivity of License. Except as provided in the next sentence, the license granted herein shall be exclusive. Exclusivity shall mean that Franchisor shall not grant any further licenses to third parties in the Trademarks for use in connection with Smaaash Centres in the Territory, and the Franchisee shall not enter into any arrangement or agreement with any third parties for establishing or operating any gaming and entertainment centres identical or similar to Smaaash Centres, in the Territory except as otherwise provided in this Agreement; provided, however, that Franchisor may continue to use the Trademarks in the Territory in connection with the operation of Franchisor's entertainment centers already set up as of the Effective Date in the Territory. The restriction contained in this Agreement shall apply on the parties throughout the Term. 3.3 Form of Use. Unless otherwise provided herein or agreed by the parties in writing, Franchisee shall use the Trademarks that are registered in the Territory in their registered form. 4. Compliance with Law Franchisee shall ensure that the Smaaash Centres shall be set up, established, operated, managed, advertised, marketed, promoted, publicized and otherwise exploited, in accordance with all applicable laws and regulations in the Territory, including without limitation, all customs requirements and country of origin regulations. 5. Marketing and Promotional Activities 5.1 Best Efforts. (a) Franchisee shall exercise its best efforts to effectively market, promote, and publicise the Smaaash Centres throughout the Territory. Franchisee shall also be obligated to identify suitable locations to set up the Smaaash Centres. Franchisee shall comply with, and ensure that the third party sub-franchisees comply with the standards prescribed by Franchisor (as provided in the operating manuals which shall be shared by Franchisor with Franchisee) with respect to the services, products and operations of the Smaaash Centres and shall operate the Smaaash Centres in strict conformity with such standards and specifications as Franchisor may from time to time prescribe to Franchisee. Franchisee shall refrain from deviating from such standards and specifications without Franchisor's prior written consent and from otherwise operating in any manner which reflects adversely on the Trademarks and Smaaash Centres. (b) Unless otherwise agreed by Franchisor in writing, throughout the Term, Franchisee shall maintain, and shall ensure that the third party sub -franchisees maintain an organizational structure or local management reasonably necessary to adequately support the advertising, marketing and promotion of the Smaaash Centres and the services and products offered by Smaaash Centres throughout the Territory. The third party sub -franchisees shall also be responsible for all employee related compliances as per the relevant applicable laws. Towards this purpose, Franchisee shall appoint a qualified chief operating officer, in consultation with Franchisor, to undertake and manage the obligations of Franchisee as set out in this Agreement. Franchisor shall also be entitled to designate and appoint personnel from its managerial team to assist and train the personnel and staff of the Franchisee or any other third party sub - franchisee in setting up the Smaaash Centres, and further provide technical and design knowledge to the third party sub - franchisees. 5.2 Promotional Material and Products. Franchisee shall submit to Franchisor, for Franchisor's prior written approval, samples of all advertising and promotional materials that Franchisee desires to use to promote Smaaash Centres, including without limitation, print and online advertising designs, trade show display materials, press releases and interviews for publication in any media (Promotional Material). Franchisee shall modify any disapproved Promotional Material to satisfy Franchisor's reasonable objections so that it is acceptable to Franchisor. Franchisor shall provide Franchisee with the creative elements of any Promotional Materials that Franchisor creates or acquires for use in connection with the advertising and sale of Products outside the Territory. 6. Intellectual Property 6.1 Ownership. (a) Franchisor is the sole owner of any and all intellectual property rights relating to the Smaaash Centres and their products and services existing as of the Effective Date, including, but not limited to, the Trademarks and all the goodwill relating thereto (the Franchisor Property). Franchisee, or any third party franchisee, by reason of this Agreement, has not and shall not acquire any right, title, interest or claim of ownership in any of the Franchisor Property in the Territory or elsewhere, except to the extent provided under the license granted under Sections 1 and 3 of this Agreement.

Source: SIMPLICITY ESPORTS & GAMING CO, 8-K, 11/30/2018





(b) Franchisee acknowledges that, (i) Franchisor is the sole and exclusive owner of all right, title and interest in any Franchisor Property; (ii) nothing contained in this Agreement shall give to Franchisee any right, title or interest in any Franchisor Property; and (iii) Franchisee's use of the Franchisor Property, and any associated goodwill, shall inure only to the benefit of Franchisor and shall be deemed to be solely the property of Franchisor should this Agreement be terminated for any reason. 6.2 Registration and Cooperation. Franchisee shall not, directly or indirectly, seek or obtain any new registration for Franchisor Property (including without limitation, any colorable imitations, translations, or transliterations thereof), anywhere in the world without Franchisor's prior written consent. If Franchisee has obtained or obtains in the future, in any country, any right, title or interest in any Franchisor Property notwithstanding the previous sentence (including any colorable imitations, translations, or transliterations thereof), Franchisee will be deemed to have so acted as an agent and for the benefit of Franchisor for the limited purpose of obtaining such registrations and assigning them to Franchisor. Franchisee shall execute, for no additional consideration, any and all documents deemed necessary by Franchisor or its attorneys to be necessary to transfer such right, title or interest to Franchisor. 6.3 No Challenges. Franchisee shall not do anything or suffer anything to be done which may adversely affect any rights of Franchisor in and to any Franchisor Property, or any registrations thereof or which, directly or indirectly, may reduce or dilute the value or distinctiveness of such Franchisor Property, in particular the Trademarks, or disparage or detract from Franchisor's reputation. Franchisee shall not challenge, directly or indirectly, Franchisor's interest in, or the validity of, any Franchisor Property, or any application for registration or trademark registration thereof or any rights of Franchisor therein. The provisions of this Section 6.3 shall survive the termination of this Agreement. 7. Third Party Infringements; Attacks on Use of the Trademarks; Cooperation 7.1 Third Party Infringements. (a) Mutual Information. Each of the parties shall inform the other without undue delay when such party becomes aware of any infringements of any of the Franchisor Property in the Territory. (b) Initiation of Action. Any actions against infringers of any of the Franchisor Property, whether or not such actions involve litigation (including any actions taken to oppose a third party application to register an infringing trademark or a cancellation action against a third party's infringing trademark registration), shall be exclusively reserved to Franchisor, unless otherwise agreed by Franchisor in writing. Notwithstanding the foregoing, Franchisor shall be under no obligation to initiate any such action. If requested by Franchisor, Franchisee shall support Franchisor, at Franchisor's expense, in any such proceedings and, if requested by Franchisor, Franchisee shall promptly provide Franchisor with any relevant documentation in Franchisee's possession. 7.2 Attacks on the Use of the Franchisor Property. Each of the parties shall inform the other if it becomes aware of a claim by a third party that the use of any of any of the Franchisor Property infringes on the rights of such third party. If requested by Franchisor, Franchisee shall support Franchisor, at Franchisor's expense, in connection with Franchisor's defense against any such third party claims. Unless otherwise agreed by Franchisor in writing, Franchisor shall take the lead in any defense against a third party action, whether brought against Franchisor and/or Franchisee. The decision whether or not a defense is appropriate shall be in Franchisor's sole discretion. Franchisee shall not settle any third party claims against it regarding its use of any of the Franchisor Property without the prior written consent of Franchisor. 7.3 Indemnity. The Franchisee shall indemnify and hold the Franchisor, its affiliates and their respective agents and employees harmless from all claims, actions, suits, damages, costs and expenses in relation to or arising out of the breach of any representations, warranties, covenants and obligations of the Franchisee as set out in this Agreement. The indemnification rights of the Franchisor shall be without prejudice to, and independent of any other rights and remedies that the Franchisor may have at law or in equity, including the right to seek specific performance, injunctive relief or restitution, none of which rights or remedies shall be affected or diminished thereby. The provisions of this Section 7.3 shall survive the termination of this Agreement. 8. Termination 8.1 Termination by Mutual Agreement. This Agreement may be terminated at any time upon the mutual written agreement of the parties.

Source: SIMPLICITY ESPORTS & GAMING CO, 8-K, 11/30/2018





8.2 Termination by Franchisor with Notice. Franchisor may terminate this Agreement upon thirty (30) days written notice to Franchisee upon the occurrence of any of the following: (a) Franchisee fails to make any payment required under or in connection with this Agreement; (b) Franchisee ceases to operate or otherwise abandon the Smaaash Centres without the consent of Franchisor, or otherwise forfeit the right to do or transact business in the Territory; (c) Franchisee fails to use its best efforts to market and promote Smaaash Centres and the services and products offered by Smaaash Centres within the Territory and such failure is not cured within thirty (30) days of Franchisor's notification to Franchisee of such failure. 8.3 Termination for Cause. This Agreement may be terminated by either party for Cause without the need of providing a notice period prior to such termination becoming effective. Cause shall exist if circumstances occur which, taking into consideration the substance and purpose of this Agreement, would make it unreasonable for one or both of the parties to continue the contractual relationship and the other party fails to cure the cause (assuming that such cause is susceptible to cure) within thirty (30) days after the date of receipt of a corresponding written notice (Remedy Notice). If such cause by its nature is not curable, then no such Remedy Notice is required. Without limiting the generality of the foregoing, a party may terminate this Agreement for Causeif: (a) the other party to this Agreement is in breach of one or more of its material obligations; or (b) the other party to this Agreement becomes insolvent, generally cannot pay its obligations when due or otherwise suffers a substantial deterioration of its financial situation, or if insolvency/bankruptcy proceedings are initiated against such party or such party initiates any dissolution or liquidation of its business and/or assets. 8.4 Effects of Termination. (a) Upon the termination of this Agreement, any indebtedness of Franchisee to Franchisor shall become immediately due and payable. Franchisee shall immediately cease to operate the Smaaash Centres and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a franchisee of Franchisor. Franchisor shall have the right to suspend the performance of any of their obligations under this Agreement. Franchisor shall have the right to provide the rights and license granted herein to Franchisee to any other third party entity that Franchisor may deem fit. (b) All benefits which may accrue by reason of the activities of Franchisee hereunder shall be deemed transferred automatically to Franchisor, and all licenses and other rights granted to Franchisee hereunder shall immediately cease. Unless otherwise agreed by Franchisor in writing, Franchisee shall immediately discontinue the advertising and marketing of Smaaash Centres and the products and services offered by Smaaash Centres. (c) Each of the parties shall continue to maintain in confidence any and all confidential information received from the other party. At Franchisor's election, Franchisor may purchase from Franchisee any materials used by Franchisee for the advertising, marketing, promotion, publicizing or other exploitation of Smaaash Centres and the products and services offered by the Smaaash Centres, including all Promotional Materials, Franchisor Property, or any other materials which contain any of the Trademarks. (d) The termination of this Agreement for any reason shall not affect obligations accrued prior to the effective date of such termination of this Agreement or any obligations which, either expressly or from the context of this Agreement, are intended to survive the termination of this Agreement. 9. Notices and Other Communications All reports, approvals, requests, demands, notices and other communications (collectively Communications) required or permitted by this Agreement shall be in writing and signed by a duly authorized officer of or such other individual designated in writing by a party. Communications will be duly given if delivered personally, if mailed (by registered mail, return receipt requested) or if delivered by nationally-recognized courier or mail service which requires the addressee to acknowledge, in writing, the receipt thereof, to the party concerned at the following addresses (or at any other address as a party may specify by notice in writing to the other): If to Franchisor: Smaaash Entertainment Private Limited Trade View, Level 2 Kamala Mills Lower Parel, Mumbai 400013, India Attention: Mr. Vishwanath Kotian If to Franchisee: 1345 Avenue of the Americas, 11th floor New York, NY 101015, USA Attention: Mr. Suhel Kanuga

Source: SIMPLICITY ESPORTS & GAMING CO, 8-K, 11/30/2018





10. Miscellaneous 10.1 Entire Agreement. This Agreement contains the entire understanding and agreement between the parties with respect to its subject matter, supersedes all prior oral or written understandings and agreements relating thereto and may not be modified, discharged or terminated, nor may any of the provisions hereof be waived, orally. 10.2 Right to inspect and request information. During the Term, Franchisor shall have the right to conduct audits of Franchisee with respect to the Smaaash Centres, and inspect the Smaaash Centres, after providing a written notice of 5 (five) days. Franchisee shall be under an obligation to provide any information as may be requested by Franchisor with respect to the Smaaash Centres, including the books of accounts and other relevant documents or records maintained in relation to the Smaaash Centres. 10.3 Insurance. During the Term, Franchisee shall maintain policies of insurance as may be requested by Franchisor, subject to applicable law, in relation to the Smaaash Centres. 10.4 Representations and warranties. Each of the parties represents and warrants to the other party that, (i) the Agreement constitutes a valid, legal and binding obligation of such party and is enforceable against such party in accordance with its terms, (ii) it has the power and authority to execute the Agreement and perform all its terms, and (iii) the execution and performance of this Agreement shall not violate any charter documents of such party, contravene any provisions of law as applicable to such party (including any order, decree, injunction of any competent court) or conflict with the provisions of any material agreement or contract executed by such party. The provisions of this Section 10.4 shall survive the termination of this Agreement. 10.5 Governing Law. (a) The parties hereto have expressly agreed that this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, applicable to contracts executed and fully to be performed therein, to the exclusion of any other applicable body of governing law. (b) Except as hereafter provided, the parties hereby consent to the jurisdiction of the New York State Supreme Court, County of New York or in the United States District Court for the Southern District of New York to resolve any dispute arising under this Agreement. (c) In the event of any litigation or other action arising out of this Agreement, the court shall award to the substantially prevailing party all reasonable costs and expenses including reasonable attorney's fees. 10.6 WAIVER OF JURY. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, WHETHER NOW OR EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THE TRIAL BY JURY COURT, AND THAT ANY PROCEEDINGS WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. 10.7 Force Majeure. The parties will not be liable to each other for any failure or delay in performance, other than failure to make timely payments due under this Agreement, if it is because of earthquake, flood, fire, acts of God, civil unrest, terrorism, acts of any governmental authority or any other reason beyond the reasonable control of either or both of the parties (Force Majeure). However, either party may terminate this Agreement by and upon notice to the other if the other is unable to perform any of its material obligations for a period of thirty (30) days by reason of a Force Majeure. 10.8 No Joint Venture. Nothing herein is intended to constitute the parties as partners or as joint venturers, or either as agent of the other, and neither party may obligate or bind the other. 10.9 Headings, Definitions and other particulars. Headings and titles of sections and/or paragraphs are for convenience only. The definitions in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The use of including in this Agreement shall be construed as illustrative.

Source: SIMPLICITY ESPORTS & GAMING CO, 8-K, 11/30/2018





10.10 Amendment. This Agreement shall, from the Effective Date, bind the parties to the terms herein and cannot be amended without the consent of the parties. Further, this Agreement cannot be terminated by any party except in accordance with Clause 8 of this Agreement. 10.11 Assignment. The Franchisor shall be entitled to assign, transfer, encumber or dispose of any of its rights and or obligations under this Agreement, including to an affiliate, without the prior written consent of the Franchisee. The Franchisee shall not be entitled to assign, transfer, encumber or dispose of any of its rights and or obligations under this Agreement, including to an affiliate, without the prior written consent of the Franchisor. 10.12 Expenses. The Franchisee shall bear all the costs and expenses in relation to the execution of this Agreement and the consummation of all the transactions hereunder. 10.13 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The delivery of signed counterparts by facsimile transmission or electronic mail in portable document format (.pdf) shall be as effective as signing and delivering the document in person.

Source: SIMPLICITY ESPORTS & GAMING CO, 8-K, 11/30/2018





IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement the day and year first above written. SMAAASH ENTERTAINMENT PRIVATE LIMITED By: /s/ Shripal Morakhia Name: Shripal Morakhia Title: I-AM CAPITAL ACQUISITION COMPANY By: /s/ F. Jacob Cherian Name: F. Jacob Cherian Title: Chief Executive Officer (exhibits follow)

Source: SIMPLICITY ESPORTS & GAMING CO, 8-K, 11/30/2018





Exhibit A Trademarks Separately annexed

Source: SIMPLICITY ESPORTS & GAMING CO, 8-K, 11/30/2018 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

Ex Output:
Franchisee shall not challenge, directly or indirectly, Franchisor's interest in, or the validity of, any Franchisor Property, or any application for registration or trademark registration thereof or any rights of Franchisor therein.


Ex Input:
Exhibit 10.1

ENDORSEMENT AGREEMENT

THIS ENDORSEMENT AGREEMENT (Agreement) is made and entered into effective March 15, 2019 (the Effective Date) by and among, on the one hand, ABG-Shaq, LLC, a Delaware limited liability company (ABG) for the personal services of Shaquille O'Neal, (CELEBRITY), and, on the other hand, Papa John's Marketing Fund, Inc., a Kentucky corporation (PJMF), and Papa John's International, Inc. (PJI) (PJMF and PJI are, individually and collectively, PAPA JOHN'S). ABG and PAPA JOHN'S may hereinafter be referred to individually as a Party or collectively as the Parties.

WITNESSETH:

WHEREAS, CELEBRITY is recognized and known for his skills as an athlete, sports analyst, and celebrity personality;

WHEREAS, ABG, as successor in interest to CELEBRITY, is the exclusive rights holder throughout the world of certain rights to CELEBRITY'S name, image, and services, and has the authority to exploit such rights;

WHEREAS, PJMF is a corporation that pays for the national marketing of PJI and is licensed to use and sublicense its intellectual property;

WHEREAS, PAPA JOHN'S desires to acquire the right to use the Celebrity Endorsement (as defined below) in connection with the advertisement, promotion and sale of PAPA JOHN'S Products (defined below) and ABG agrees to grant such rights to PAPA JOHN'S and provide the services of CELEBRITY, all subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. As used herein, the terms set forth below shall be defined as follows:

A. Celebrity Endorsement shall mean the right to use, subject to the provisions hereof, CELEBRITY's name (including variations and derivations of the same), nickname, initials, autograph, voice, video or film portrayals, facsimile signature, photograph, trade name, likeness and image or facsimile image, or means of endorsement (not including video) (individually and collectively, the Personality Rights), in each case, solely as Approved (as hereinafter defined) by ABG, in connection with the advertising, promotion and sale of Products.

B. Contract Year shall refer to the period commencing on the Effective Date and ending the day before the one year anniversary of the Effective Date, and each successive twelve (12) month period thereafter during the term of this Agreement.

1

Source: PAPA JOHNS INTERNATIONAL INC, 8-K, 6/17/2019





C. Competitive Products shall mean pizza intended primarily for carry-out or home delivery and prepared on the premises of a pizza carry-out/delivery restaurant, including but not limited to, pizza take and bake outlets, dine-in restaurants in which pizza is the principal food offering, and/or frozen pizza sold in grocery or mass merchandiser stores for in-home preparation.

D. Products shall mean PAPA JOHN'S-branded pizza, bread sides, and, subject to ABG's Approval in each instance, piadinas and desserts (excluding pastries, doughnuts, coffee and coffee-based products, energy drinks, 'hydration' frozen ice bars, 'energy' frozen ice bars, and 'recovery' frozen ice bars), in each case produced and sold by PAPA JOHN'S.

E. Territory shall mean Worldwide.

2. Term. Unless earlier terminated in accordance with the provisions hereof, the initial term of this Agreement (Term) is the Effective Date through March 15, 2022. The Agreement may be extended for one (1) year upon the parties' mutual agreement in writing, it being specifically understood the services to be performed by CELEBRITY (on behalf of ABG) and remuneration to ABG in connection with the same shall be negotiated in good faith.

3. Grant of Endorsement.

A. In consideration of the remuneration to be paid to ABG pursuant hereto and subject to the conditions and limitations contained herein, ABG grants to PAPA JOHN'S the non-transferrable, non-assignable, non-sublicensable, indivisible right and license solely during the Term of the Agreement and within the Territory to use the Celebrity Endorsement, in each instance, subject to ABG's Approval (as hereinafter defined). It is understood that PAPA JOHN'S shall not use the Celebrity Endorsement for any other purpose or in connection with any other items unless specifically permitted herein. Subject to the terms contained herein, PAPA JOHN'S and ABG agree and acknowledge that during the Term of this Agreement and for one (1) year thereafter, ABG shall be prohibited from granting any rights for CELEBRITY identical or similar to the rights granted to PAPA JOHN'S hereunder to any entity other than PAPA JOHN'S for the purpose of directly promoting, advertising, making an appearance on behalf of, or endorsing Competitive Products; provided, however, that in the event this Agreement is terminated pursuant to Section 7.B. of this Agreement, the prohibition referenced above shall be for a period of six (6) months, except that the prohibition shall referenced above shall not apply (or shall immediately cease to apply, as applicable) in the event of any one or more of the following: (i) the Agreement is terminated due to PAPA JOHN'S failure to pay to ABG any monies under this Agreement, as set forth herein, (ii) the Agreement is terminated due to PAPA JOHN'S failure to grant, issue, or cause to vest any of the RSUs (as hereinafter defined) under this Agreement, as set forth herein, (iii) PAPA JOHN'S failure to pay to ABG any monies under Section 7.D.a. or Section 7.D.b. of this Agreement, as set forth herein, or (iv) PAPA JOHN'S failure to grant, issue, or cause to vest any of the RSUs under Section 7.E.a. or Section 7.E.b. of this Agreement, as set forth herein.

2

Source: PAPA JOHNS INTERNATIONAL INC, 8-K, 6/17/2019





B. The parties acknowledge and agree that all materials produced by or on behalf of PAPA JOHN'S in connection with this Agreement and all elements thereof, including all advertising and promotional materials, trademarks, phrases, words, writing, dialogue, adlibs, music, titles or characters therein, but in all cases specifically excluding the Celebrity Endorsement and the Personality Rights (the Materials), shall be and remain the absolute and exclusive property of PAPA JOHN'S. Neither CELEBRITY nor ABG has any right, title, or interest, and agrees that neither will claim any, in or to the Materials. Except as otherwise provided herein, all the results of ABG's provision of CELEBRITY'S Services hereunder, including, but not limited to, Materials (but in all cases specifically excluding the Celebrity Endorsement and the Personality Rights), will be deemed a work made for hire under the provisions of the United States Copyright Act (17 U.S.C. Sec. 101) and will be owned by PAPA JOHN'S for all purposes. If any Materials created under this Agreement are not legally capable of being a work-made-for-hire under the applicable copyright laws, then all right, title, and interest in such Materials is hereby assigned to Papa John's and CELEBRITY or ABG will execute any documents consistent herewith necessary to perfect such assignment.

C. The Parties acknowledge that PAPA JOHN'S has no right, title or interest, and PAPA JOHN'S hereby agrees that PAPA JOHN'S will not claim any, in or to the Celebrity Endorsement, the Personality Rights, or any of CELEBRITY'S or ABG's other intellectual property rights. PAPA JOHN'S hereby acknowledges that PAPA JOHN'S exercise of the Celebrity Endorsement (including, without limitation, all uses of the Personality Rights) and all goodwill that is attached or may become attached to the foregoing shall inure solely to the benefit of ABG.

D. Approval Standard. For purposes of this Agreement, Approval (and all grammatical variations thereof, e.g., Approve, Approved, etc.) shall be defined as ABG's prior written approval, which may be given or withheld in ABG's sole discretion. ABG has the right to Approve all uses of the Celebrity Endorsement and the Personality Rights, whether by PAPA JOHN'S or any of its approved designees (including, without limitation, the use of the Personality Rights in connection with any and all Products and Materials. PAPA JOHN'S hereby agrees that: (A) no Materials may be released or exhibited publicly, in any manner, unless and until ABG has Approved the same, (B) all Materials must be re-submitted for Approval each time a revision is made incorporating any changes, and (C) ABG'S Approval of Materials hereunder is specifically limited to Approval of the use of the Personality Rights contained therein, and that to the extent any materials owned by third parties (e.g., logos, locations, individuals, music, etc.) (Third-Party Materials) are incorporated therein, PAPA JOHN'S shall be solely responsible for identifying such Third-Party Materials, and for obtaining an appropriate license from the owner(s) of such Third-Party Materials to secure all applicable rights to use and otherwise exploit such Third-Party Materials.

E. Approval Process.

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1. General. ABG shall respond to each initial request for Approval from PAPA JOHN'S (First Request) within three (3) days of ABG's receipt of such request (Approval Window); provided, however that ABG's silence or failure to respond to the First Request prior to the expiration of the Approval Window shall be deemed ABG's disapproval of the Materials contained in the First Request for Approval. In the event that ABG is silent with respect to, or fails to reply to, the First Request prior to the expiration of the Approval Window, then PAPA JOHN'S shall be entitled to submit a second (2nd) request for Approval of the same Materials included in the First Request (Second Request), with a copy of the Materials and the request to ABG's Legal Department (using the contact information set forth in Section 12.F. of this Agreement). In the event that ABG is silent with respect to, or fails to reply to, the Second Request within three (3) days of ABG's receipt thereof, then ABG's silence with respect to, or failure to respond to, the Second Request shall be deemed ABG's Approval of the Materials included in the Second Request. PAPA JOHN'S hereby acknowledges that ABG's Approval of any particular Materials for a specific purpose shall only be deemed an Approval for said purpose. PAPA JOHN'S shall be required to re-submit any previously Approved Materials to the extent PAPA JOHN'S wishes to use the same for other purposes. PAPA JOHN'S hereby acknowledges that, in the event PAPA JOHN'S fails to obtain ABG's consent or approval for any act or omission requiring such consent or approval (e.g., use of Celebrity Endorsement or Personality Rights, etc.), the same shall be deemed a non-curable breach of this Agreement entitling, but not requiring, ABG to immediately terminate this Agreement. In the event that ABG expressly disapproves any Materials that are submitted by PAPA JOHN'S for ABG's Approval hereunder, ABG shall provide PAPA JOHN'S with a reason for such disapproval.

2. Advertising & Promotion. PAPA JOHN'S shall create and submit to ABG, via email (as specified by ABG) the concept (e.g., story boards, mock-ups, etc.) (Concept) for each of PAPA JOHN'S proposed advertising, marketing, and promotional efforts utilizing any of the Personality Rights for purposes of selling Products (each, an Advertisement). After Approval of such Concept, and prior to the public exhibition of any Advertisement, PAPA JOHN'S shall create and submit to ABG, via email (as specified by ABG), the completed Advertisement intended for public exhibition. After Approval of such Advertisement, PAPA JOHN'S shall be permitted to publicly exhibit the same, through those channels (e.g., broadcast television, Internet, radio) Approved by ABG, in each case, subject to the terms and conditions of this Agreement.

3. Legal Lines. Upon ABG's reasonable request, uses of the Personality Rights shall bear appropriate copyright, trademark and credit notices, as provided by ABG (Legal Lines), either directly on the Materials using the same, or on stickers or labels affixed thereto, such placement to be mutually agreed upon by the Parties.

4. PAPA JOHN'S shall not itself or through its agents or representatives or otherwise indirectly, make, issue, distribute or disseminate any information or statements to the press regarding ABG, CELEBRITY, Celebrity's Endorsement of PAPA JOHN'S Products and/or matters pertaining to or arising out of this Agreement (each a Press Release). In the event that PAPA JOHN'S desires to issue a Press Release, PAPA JOHN'S shall submit the same to ABG for Approval. If ABG has not responded in writing prior to the expiration of an Approval Window, then the submission shall be deemed disapproved. ABG shall have the right, but not the obligation, to include PAPA JOHN'S, Celebrity's Endorsement of PAPA JOHN'S Products, and the existence of a partnership between ABG and PAPA JOHN'S in connection with CELEBRITY in Press Releases, subject to PAPA JOHN'S approval, such approval not to be unreasonably withheld.

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5. Brand Restrictions. PAPA JOHN'S shall not, during the Term or at any time thereafter: (I) defame or disparage CELEBRITY or the Personality Rights (or any portion thereof), nor shall PAPA JOHN'S place the CELEBRITY or the Personality Rights (or any portion thereof) in a negative light, whether in connection with this Agreement or otherwise, or (ii) utilize the Personality Rights (or any portion thereof) in association with, nor shall PAPA JOHN'S associate CELEBRITY with any of the following: (A) alcohol, drugs (including, without limitation, both prescription and non-prescription) or other supplements; (B) death; (C) pornography or other adult only or sexually explicit activities; (D) massage parlors, prostitution or any dating or escort activities; (E) weapons or ammunition; (F) denigration or discrimination against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age; (G) incontinence; (H) weight loss/gain; (I) medical conditions (including, without limitation, hair loss); or (J) political campaigns or causes.

6. Enforcement of Celebrity Endorsement and Personality Rights. ABG shall have the exclusive right, at ABG's sole cost and expense (excluding PAPA JOHN'S outside counsel fees and costs) and exercisable at ABG's sole discretion, to institute in its own name, and to control, with counsel of its own choosing, all claims, suits and/or actions against third parties relating to the Personality Rights, and other proprietary rights in and to the same (Infringement Claim), and ABG shall be entitled to receive and retain all amounts awarded, if any, as damages, profits or otherwise, in connection with such Infringement Claims. PAPA JOHN'S shall assist ABG to ensure that third parties do not unlawfully infringe on the Personality Rights. PAPA JOHN'S shall promptly notify ABG of any such infringements of which PAPA JOHN'S becomes aware. PAPA JOHN'S shall not take any action on account of, or in connection with, any Infringement Claim, other than to notify ABG of the same, and to cooperate with ABG, pursuant to this Section. PAPA JOHN'S hereby acknowledges that: (i) ABG and CELEBRITY have no obligation to take any action in connection with any Infringement Claim, and (ii) ABG and CELEBRITY shall incur no liability by reason of: (A) ABG's or CELEBRITY's failure or refusal to take any such action against any Infringement Claim, or (B) any settlement relating to any Infringement Claim to which ABG or CELEBRITY may agree.

7. No Attack. PAPA JOHN'S shall not, during the Term or at any time thereafter, attack or challenge, or lend assistance to any third party in connection with an attack or challenge, of any right, title or interest of ABG in and to any Personality Rights (including, without limitation, copyrights, trademarks and/or patents), whether by way of: (i) an application for and/or an opposition against any intellectual property rights relating to the Personality Rights, (ii) adoption and/or application for and/or registration of any intellectual property rights (including, without limitation, domain names, business names, and social media accounts) that are confusingly similar to, that dilute, or that infringe, any of the Personality Rights, or (iii) any lawsuit, cancellation proceeding or action, or otherwise. PAPA JOHN'S shall not represent in any filing, presentation, document or other statement, whether written or verbal, that PAPA JOHN'S or any third party is the owner of the Personality Rights, and PAPA JOHN'S shall not use or display any of the foregoing except as expressly permitted herein.

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4. Services. To facilitate PAPA JOHN'S usage of the right and license to the Celebrity Endorsement with respect to the Products as provided herein, during each Contract Year during the Term of the Agreement, subject to CELEBRITY's prior personal and professional obligations, and further subject to advance scheduling reasonable acceptable to ABG and CELEBRITY and to confirmation with respect to scheduling dates, times, and locations, and subject to Section 5(C) below, ABG agrees to cause CELEBRITY to provide the services set forth below (Services). ABG shall require CELEBRITY to provide the Services in a professional manner, subject to the terms and conditions of this Agreement.

A. At least eight (8) Service Days, including but not limited to:

1. Production days. Up to four (4) production days (defined as a maximum of eight (8) consecutive hours each), with PAPA JOHN'S creative agency.

2. Personal appearances. CELEBRITY shall appear at least (each of the following not to exceed six (6) consecutive hours):

(A) One (1) day engaging with franchisees and team members at company-wide event(s);

(B) One (1) day visiting Papa John's Pizza stores, date and locations to be mutually agreed upon by the Parties; and

(C) One (1) day at a community event, date and location to be mutually agreed upon by the Parties.

PAPA JOHN'S and ABG shall both use commercially reasonable efforts to schedule the dates, times and locations for Service Days so as to meet the reasonable needs of PAPA JOHN'S while not unreasonably conflicting with CELEBRITY's previously scheduled other commitments. PAPA JOHN'S understands that if Service Days are requested hereunder, then such Service Days may be coordinated with similar services for others entitled to the use of CELEBRITY's personal services (e.g., if Service Days include traveling to Las Vegas, Nevada, CELEBRITY and/or ABG may coordinate such Service Days to be performed during a previously scheduled trip to Las Vegas, Nevada). PAPA JOHN'S shall provide local hair, make-up and/or wardrobe stylists for CELEBRITY in connection with all Service Days hereunder, provided each such stylist, and all wardrobe selections, shall be pre- approved by CELEBRITY in his sole, absolute discretion. The timing allocated in Section 4(A) above for all Service Days shall be exclusive of travel time, but inclusive of time spent for makeup, wardrobe, and reasonable breaks.

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B. Social media posts. ABG shall require CELEBRITY to post on each of CELEBRITY's Instagram (the page located at www.instagram.com/shaq and Personality's Instagram account (@shaq)), Twitter (the page located at www.twitter.com/shaq and Celebrity's Twitter account (@shaq)), and Facebook (the page located at www.facebook.com/shaq) at least one post (1) per month promoting Papa John's Products. Each post shall be created by PAPA JOHN'S, but subject to ABG's Approval in each instance. PAPA JOHN'S shall provide ABG and CELEBRITY with all suitable and necessary language, compliant with all Federal Trade Commission (FTC) standards and requirements to include in each post (each a or the, Required Disclosure) which shall clearly and conspicuously disclose to the public that ABG and/or CELEBRITY has been paid by PAPA JOHN'S in connection with such posts. Notwithstanding anything to the contrary contained in this Agreement, PAPA JOHN'S shall be solely responsible for ensuring that any and all Required Disclosures comply with all applicable laws, rules, regulations, and guidelines, including, without limitation, the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising and PAPA JOHN'S shall indemnify, defend, and hold harmless the ABG Indemnified Parties (as hereinafter defined) from any and all liability arising out of the same, unless ABG or CELEBRITY materially modifies the Required Disclosure provided by PAPA JOHN'S (i.e. if the Required Disclosure provided by PAPA JOHN'S complied with all applicable laws, rules, regulations, and guidelines, and ABG or CELEBRITY's modification of the Required Disclosure causes such Required Disclosure to not comply all applicable laws, rules, regulations, and guidelines).

C. Public Relations.

1. Affiliation announcement. For the announcement of the Affiliation between Papa John's and CELEBRITY, ABG shall require CELEBRITY to provide business and consumer PR interviews, including the following, all of which shall be subject to ABG's Approval:

(A) Two (2) broadcast television and three (3) print or online media interviews in New York City;

(B) Two (2) approved photos for release (one at a Papa John's Pizza restaurant; one making pizza with CEO Steve Ritchie);

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Source: PAPA JOHNS INTERNATIONAL INC, 8-K, 6/17/2019





(C) One (1) social media post;

(D) Quote for Press Release;

(E) Business headshot; and

(F) Business bio.

2. During each Contract Year during the Term, ABG shall cause CELEBRITY to make himself available for sixty (60) total minutes of interview time promoting Papa John's, subject to CELEBRITY's prior personal and professional obligations, and further subject to advance scheduling reasonable acceptable to ABG and CELEBRITY. Upon PAPA JOHN'S reasonable request, (i) interviews may be broken up into smaller increments (e.g., five or ten minutes each), and (ii) ABG will cause CELEBRITY to participate in media and message training before each interview, in each case, subject to CELEBRITY's prior personal and professional obligations, and further subject to advance scheduling reasonable acceptable to ABG and CELEBRITY.

D. New Co-Branded Products. ABG will permit CELEBRITY and PAPA JOHN'S to collaborate in good faith to develop one (1) or more co-branded Products using the Personality Rights. Any such co-branded Products shall be subject to the separate mutual written agreement of the Parties.

E. Notwithstanding anything to the contrary contained in this Agreement, the Parties specifically agree that the Personality Rights shall not be used, in whole or in part, in connection with any Tie-In Programs (as hereinafter defined) without ABG's Approval in each instance. Except as specifically provided herein, PAPA JOHN'S hereby acknowledges and agrees that, both during the Term and at any and all times thereafter, PAPA JOHN'S has no right to, and PAPA JOHN'S shall not, affix or attach any of the Personality Rights, in any manner, to any of PAPA JOHN'S products or services (including, without limitation, Products) (e.g., either directly on any products or on any packaging therefor, etc.). For purposes of this Agreement, Tie-In Program shall be defined as any program or plan developed around a particular product or property and designed primarily to generate additional income related to such product or property (e.g., traffic builders, cross-promotions, third party programs involving the use of a premium or a third party's product and/or service), including, without limitation: (i) any program primarily designed to attract the consumer to purchase a product or service other than or in addition to the Products; and/or (ii) any cross-promotion with a third party and/or its products or services.

F. Condition Precedent. PAPA JOHN'S expressly acknowledges that the obligations of ABG to require CELEBRITY to perform the Services specified hereunder are subject to the condition that all payments to ABG are current and up-to-date.

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G. Pay or Play. In the event that PAPA JOHN'S fails to utilize any or all of the Services as and when the same are allocated and/or scheduled pursuant to the above (e.g., within a particular Contract Year), then: (A) the same shall not result in a reduction in any amounts due and/or payable to ABG hereunder, and (B) PAPA JOHN'S shall be deemed to have waived its right to utilize those particular Services (e.g., Service Days that are allocated for a particular Contract Year may not be carried into future Contract Years, or beyond the expiration or early termination of the Term) without ABG's Approval.

H. No Dangerous Activity. The Parties acknowledge and agree that CELEBRITY shall not be required to participate in any physical activity during CELEBRITY's performance of any Services hereunder that may be of a dangerous nature or which may involve a risk of serious bodily injury to CELEBRITY and/or others, as determined by ABG and CELEBRITY in their collective sole and absolute discretion.

I. Additional Services. Personality's rendition of additional services beyond the scope of the Services set forth herein shall at all times be subject to the mutual agreement of the Parties (including, without limitation, the negotiation of appropriate remuneration in connection therewith). PAPA JOHN'S acknowledges and agrees that (i) it is contemplated that PAPA JOHN'S and CELEBRITY will enter into one or more 'Franchise Agreement' pursuant to which, among other things, CELEBRITY (and/or CELEBRITY'S designee) will acquire a thirty percent (30%) ownership in nine (9) Atlanta-area Papa John's Pizza restaurants, and (ii) PAPA JOHN'S shall not, directly or indirectly, request, cause, or require CELEBRITY, under or in connection with any such 'Franchise Agreement' or otherwise (except as expressly set forth in this Agreement), (a) to provide to PAPA JOHN'S (including its designees) any services that are the same as or similar to the Services hereunder, or (b) to grant to PAPA JOHN'S (including its designees) any right or license to use any of the Personality Rights. PAPA JOHN'S further acknowledges that ABG, as successor in interest to CELEBRITY, is the sole and exclusive owner of a worldwide portfolio of Personality Rights, as well as other copyrights, trademarks and other intellectual property rights related to CELEBRITY, and the rights of publicity, and other rights in and to the name, image, likeness, persona, personality, voice, signature, and other indicia of, and rights of association and endorsement related to, CELEBRITY including, without limitation, pursuant to Section 43(a) of the United States Lanham Act (collectively, the Shaq Rights). PAPA JOHN'S further acknowledges and agrees that: (a) any and all use of the Shaq Rights and/or any intellectual property rights related to CELEBRITY (e.g. exploitation of a copyrighted photograph of CELEBRITY), whether in connection with the Products or otherwise, requires the consent and authorization of ABG in each instance, (b) ABG is the only person or entity that can authorize the use of Shaq Rights on or in connection with any products or services throughout the world, and (C) should PAPA JOHN's or any third party desire to manufacture, advertise, sell, offer or otherwise exploit any products or services related to CELEBRITY, any and all such acts would be a use of the Shaq Rights and would therefore require the prior written consent of ABG in each instance.

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J. Reverse License. PAPA JOHN'S hereby grants to ABG and CELEBRITY, a royalty-free, perpetual, irrevocable, fully- paid, assignable, transferable, sublicensable right and license to utilize the Materials, in their entirety or any portions thereof, in all media now known or hereafter developed, throughout the universe (individually and collectively, PJ Rights) as follows: (i) on or in connection the performance of the Services hereunder; (ii) in connection with historical and archival purposes (e.g., documentary, commentary, corporate retrospective, historical files on websites of ABG), so-called business-to-business uses and other non-commercial purposes; and (iii) for industry recognition purposes (e.g., award competition submissions); in each case, in all media now known or hereafter devised. For external or public uses in subsection (ii) and for all instances in subsection (iii), such license is subject to PAPA JOHN'S prior written approval, such approval not to be unreasonably withheld.

5. Consideration. In consideration of the rights granted herein and the Services to be provided hereunder, PAPA JOHN'S will pay to ABG in each Contract Year of the Term, the following:

A. Cash Payment.

1. PAPA JOHN'S shall pay ABG a cash payment of: One Million Two Hundred Fifty Thousand U.S. Dollars (USD$1,250,000) for Contract Year 1, One Million Three Hundred Seventy Five Thousand U.S. Dollars (USD$1,375,000) for Contract Year 2, and One Million Five Hundred Thousand U.S. Dollars (USD$1,500,000) for Contract Year 3 (such cash payments for Contract Years 1-3 referred to herein as the Cash Payment) for the services and rights provided hereunder. In addition to the Cash Payment and any other compensation payable to ABG (and, as applicable, CELEBRITY) hereunder, PAPA JOHN'S shall pay without limitation, usage of the union-covered materials produced hereunder, with usage applied against the Cash Payment at double scale (or such other applicable rate). Each of such Cash Payments shall be paid in four equal installments, as set forth in Section 5.A.3 below, as follows:

(A) The first payment is due on the Effective Date for the First Contract Year, and March 1 for subsequent Contract Years;

(B) The second payment is due June 1 for each Contract Year;

(C) The third payment is due September 1 for each Contract Year; and

(D) The fourth payment is due December 1 for each Contract Year.

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2. Wire Instructions. PAPA JOHN'S shall be solely responsible for any costs and/or fees associated with making any and all payments to ABG as required under this Agreement, including, without limitation, wire transfer fees. PAPA JOHN'S shall pay all sums due to ABG by wire transfer to the following account, unless otherwise instructed by ABG:

Payee: ABG-Shaq, LLC Bank of America  One Bryant Park  New York, NY 10036 Account Number: 483043584155 ABA Routing Number (for domestic transfers):  Wire: 026009593 / ACH: 021000322 Swift Code (for international transfers): BOFAUS3N

3. No Deductions. PAPA JOHN'S may not deduct from, setoff or offset the Cash Payments or any other amount payable to ABG for any reason. For purposes of illustration but without limitation, PAPA JOHN'S may not deduct: Union Fees, Other Fees, uncollectible accounts, wire transfer fees, bank fees or any other fees associated with making any and all payments to ABG, slotting fees, advertising or other expenses of any kind, the costs incurred in the operation of the Business, or the conversion of any currency into United States Dollars.

4. Allocation. ABG may, in ABG's sole discretion, allocate and apply payments it receives from PAPA JOHN'S hereunder. Partial payment by PAPA JOHN'S to ABG of any amounts due hereunder shall not, in any circumstance, avoid default by PAPA JOHN'S as to the full amount of any such payments, and PAPA JOHN'S shall not be entitled to any return of the amount of any partial payments in the event of any expiration or termination of this Agreement.

5. Taxes & Fees. All sales, use, value added, withholding, local privilege, excise taxes, tariffs, duties or other charges of any kind, character or description which may be levied or imposed upon any of the Products, PAPA JOHN'S business operation relating to the Products, or on any aspect of performance of this Agreement, shall be PAPA JOHN'S responsibility. ABG shall only be responsible for the actual taxes on ABG's net income resulting from this Agreement.

6. Union Fees; Other Fees. PAPA JOHN'S hereby acknowledges that CELEBRITY is a member of SAG-AFTRA. In addition to and separate from the Cash Payment and any other compensation payable to ABG (and, as applicable, CELEBRITY) hereunder, for purposes of this Agreement, forty percent (40%) of the Cash Payment shall be allocated to union-covered services. If PAPA JOHN'S engages any performance or service of CELEBRITY hereunder in any way that is subject to the jurisdiction of any applicable union, guild or other organization of which CELEBRITY is a member (including, without limitation, SAG-AFTRA), either during or after the Term, then PAPA JOHN'S shall pay, as required by such union, guild or other organization, all minimum (and other, as applicable) payments or fees (or for SAG-AFTRA, minimum pension and welfare contributions) required to be made with respect to PAPA JOHN'S use of the Services hereunder (Union Fee(s)). PAPA JOHN'S shall be solely responsible for all Union Fee(s) and any costs and/or fees associated with making any and all payments to ABG as required under this Agreement, including, without limitation, wire transfer fees (Other Fees). In no event shall ABG or CELEBRITY be responsible for any Union Fees or Other Fees that may arise out of this Agreement. Upon PAPA JOHN'S reasonable request, and subject to CELEBRITY's and ABG's prior consultation with counsel of their own choosing, ABG shall work together in good faith with CELEBRITY and PAPA JOHN'S to have CELEBRITY sign a Screen Actors Guild contract for each session for tracking purposes.

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7. Development. All costs and expenses of PAPA JOHN'S business (including, without limitation, the design, development, preparation, cooking, packaging, distribution, delivery, advertisement, marketing, promotion, offering for sale, sale, or other exploitation of the Products, and other costs and expenses related to the Materials and all Advertisements, including, without limitation, to the expense of compliance with the Approval requirements set forth herein) shall be borne by PAPA JOHN'S.

8. Sub-Contractors. In the event PAPA JOHN'S wishes to sub-contract any or all of the operation of the Products or its related business hereunder (e.g., design of the Products, advertising of the Products, creation of Products, etc.) to any third party (e.g., ad agencies, photographers, videographers, producers, crew, etc.) (each, a Sub-Contractor), the same may only be done if and after ABG has given its Approval therefor. If requested by ABG, PAPA JOHN'S shall provide ABG with additional information about any proposed Sub- Contractor, such that ABG will have sufficient information to evaluate PAPA JOHN'S request for Approval of such Sub-Contractor. In the event ABG Approves any given Sub-Contractor, then such Sub-Contractor shall be permitted to carry out only that portion of the business for which ABG Approved such Sub-Contractor. PAPA JOHN'S shall use PAPA JOHN'S best efforts to ensure that all Sub-Contractors abide by the terms of this Agreement. All acts of all Sub-Contractors shall be deemed to be the acts of PAPA JOHN'S for all purposes of this Agreement.

B. Award of PJI Restricted Stock Units. On the Effective Date or as soon as practicable thereafter (such date, the Grant Date), PJI will grant to CELEBRITY (as agent of ABG solely for purposes of receiving the RSUs and authorizing and irrevocably instructing PJI's transfer agent to deliver the shares of common stock issued upon vesting of the RSUs at each applicable Vesting Date to ABG) 87,136 restricted stock units of PJI (the RSUs). The RSUs will be granted pursuant to the PJI 2018 Omnibus Incentive Plan (the Plan) and will be subject in all respects to the terms of the Plan and an applicable Restricted Stock Unit Agreement set forth in Exhibit A, which is attached hereto and incorporated by reference herein (the Restricted Stock Unit Agreement). Except as set forth in this Agreement or the Restricted Stock Unit Agreement, the RSUs will vest as to 31% [27,012] of the RSUs on the first anniversary of the Grant Date, as to 33% [28,755] of the RSUs on the second anniversary of the Effective Date, and as to 36% [31,369] of the RSUs on the third anniversary of the Effective Date (each of such dates, a Vesting Date). In the event of a Corporate Transaction, as defined in the Plan, the RSUs shall be treated in accordance with the terms of the Plan.

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C. Expenses. In connection with all personal appearances and personal services (including, by way of example, all Service Days) to be performed by CELEBRITY pursuant to this Agreement, PAPA JOHN'S shall provide the following for CELEBRITY and two (2) travel companions: (i) corporate private jet, or other private air travel option; (ii) five-star hotel (suite level or higher for CELEBRITY), with separate rooms for travel companions; and (iii) private, high-end ground transportation to and from airports and appearance locations.

6. Warranties and Additional Covenants.

A. ABG represents and warrants to PAPA JOHN'S that (i) neither ABG nor CELEBRITY is a party to any oral or written agreement or understanding, which grants to any other entity or person a right or license to use the Celebrity Endorsement in connection with the advertisement, promotion or endorsement of any Competitive Products or would prevent, limit or hinder the performance of any of its obligations under this Agreement; (ii) the execution and delivery of this Agreement by ABG and/or ABG's performance of its obligations under this Agreement will not cause a violation or breach of any other Agreement to which ABG or CELEBRITY is party to; (iii) all endorsements of the Products by CELEBRITY that are Approved and actually used by PAPA JOHN'S in accordance with the terms and conditions of this Agreement reflect the honest opinions, findings, beliefs, or experiences of the CELEBRITY; and (iv) ABG has the full ability and right to enter into this Agreement and to perform, and cause CELEBRITY to perform, all of the obligations in this Agreement, as evidenced by the Inducement Letter set forth on Exhibit B, which is attached hereto and incorporated by reference herein.

B. PAPA JOHN'S represents and warrants to ABG and CELEBRITY that (i) PAPA JOHN'S is not a party to any oral or written agreement or understanding that would prevent, limit or hinder the performance of any of its obligations under this Agreement; (ii) the execution and delivery of this Agreement by PAPA JOHN'S and/or PAPA JOHN'S performance of its obligations under this Agreement will not cause a violation or breach of any other Agreement to which PAPA JOHN'S is party to; (iii) PAPA JOHN'S has the full ability and right to enter into this Agreement and to perform all of the obligations in this Agreement; (iv) PAPA JOHN'S maintains appropriate policies, procedures, systems, and training, in each case consistent with prevailing industry standards: (A) for the production, distribution, and sale of Products, (B) to ensure that Products are safe for human consumption, (C) to ensure compliance with all applicable food safety regulations, and (D) to provide a level of customer service at least as favorable as is standard in its industry and that will not have a material adverse impact on the PAPA JOHN'S brand; (v) no injurious, deleterious or defamatory material, writing or images shall be used in connection with the Personality Rights, the Materials, or PAPA JOHN'S business; (vi) PAPA JOHN'S shall not create, incur or permit any encumbrance, lien, security interest, mortgage, pledge, assignment or other hypothecation upon this Agreement or permit the commencement of any proceeding or foreclosure action on this Agreement or to obtain any assignment thereof, whether or not involving any judicial or nonjudicial foreclosure sales; (vii) (A) PAPA JOHN'S owns all rights in and to the Products and the Materials, including by way of example and not limitation, any and all trademarks and service marks used for or in connection therewith (e.g., 'PAPA JOHN'S'), and (B) none of the design, development, preparation, cooking, packaging, distribution, delivery, advertisement, marketing, promotion, offering for sale, sale, or other exploitation of the Products or the Materials shall infringe any intellectual property right or otherwise violate any right of any third party; and (viii) PAPA JOHN'S has not and will not, during the Term or at any time after expiration of the Term, create any expenses chargeable to ABG or CELEBRITY without Approval.

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C. Each party acknowledges and agrees that (i) all copyrights and trademarks used in connection herewith that are owned by a party shall be and remain the sole and complete property of such party; (ii) the other party shall not at any time acquire or claim any right, title or interest of any nature whatsoever in any such copyright or trademark by virtue of this Agreement; (iii) the other party shall not contest or assist others to contest the validity of all such copyrights and trademarks; and (iv) it will not incur or create any expenses chargeable to the other party.

D. Each Party represents and warrants to the other that it will comply with all rules, regulations, laws, orders, decrees, and ordinances of each and every country or political subdivision thereof, having legal jurisdiction over any aspect of their respective activities under this Agreement including specifically, but not limited to, the use of the Celebrity Endorsement in Materials for and on behalf of PAPA JOHN'S, and the design, development, preparation, cooking, packaging, labeling, distribution, delivery, advertisement, marketing, promotion, offering for sale, sale, or other exploitation of the Products by and on behalf of PAPA JOHN'S.

E. ABG agrees to execute (and require CELEBRITY to execute) such other documents as reasonably requested by PAPA JOHN'S as are necessary to effectuate the intent of this Agreement, including the grant of RSUs hereunder.

F. Notwithstanding anything to the contrary contained in this Agreement, PAPA JOHN'S acknowledges and agrees that ABG and/or CELEBRITY are party(ies) to one or more agreement(s) with one or more third party(ies) for, among other things, the use of Celebrity's Endorsement and the Personality Rights during the Term (or portions thereof) for and in connection with (i) the following food and beverage products typically consumed for breakfast: bagels, breakfast sandwiches (i.e., sandwiches filled primarily with food products that are typically consumer at breakfast such as scrambled eggs and sausage patties), pastries, doughnuts, coffee, espresso and cappuccino, (ii) fast-casual dining, chain restaurants (i.e., business(es) which prepare(s) and serve(s) food and beverages to customers in exchange for money) with menus primarily focused on chicken dishes, (iii) high-end dining restaurant(s) (i.e., business(es) which prepare(s) and serve(s) food and beverages to customers in exchange for money) with menus primarily focused on Americanized dishes similar to those customarily found at steakhouses (which may include pizzas/flatbreads, bread sides, desserts, etc. as part of their menu), and (iv) 'hydration' frozen ice bars, 'energy' frozen ice bars, and 'recovery' frozen ice bars, and energy drinks (individually and collectively, the Existing Agreements); and that ABG's and CELEBRITY's performance under the Existing Agreements shall not be deemed a breach of this Agreement by ABG or CELEBRITY.

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7. Termination.

A. Termination by PAPA JOHN'S. Without prejudice to any other rights it may have in law, equity or otherwise, PAPA JOHN'S shall have the right to terminate this Agreement upon written notice to ABG, as determined by PAPA JOHN'S in its sole discretion, exercising good-faith business judgment, in the event that any of the following occur during the Term of this Agreement (1) CELEBRITY's conviction or plea of guilty to a crime of moral turpitude; (2) CELEBRITY's or ABG's public malignment or disparagement of PAPA JOHN'S; (3) CELEBRITY or ABG intentionally makes any voluntary statement or commits any voluntary act that is or becomes generally known to the public which such statement or act both (a) has the effect of egregiously disparaging or insulting any group of the community on the basis of ethnicity, religion, race, national origin, gender, or sexual orientation, and (b) is the direct cause of a material adverse impact on PAPA JOHN'S actual sales of pizza; (4) (a) CELEBRITY's death or permanent incapacitation, or (b) CELEBRITY'S inability to perform the Services of this Agreement except due to a Force Majeure Event; or (5) CELEBRITY's or ABG's breach of any material term of this Agreement, which breach CELEBRITY or ABG fails to cure within thirty (30) days (or to the extent not possible to cure within such period, commence to cure) after CELEBRITY's or ABG's receipt of PAPA JOHN'S written notice of such breach. Specifically, if this Agreement is terminated for any of the reasons provided in Section 7.A.(1)-(3), PAPA JOHN'S right to terminate this Agreement shall be PAPA JOHN'S sole remedy for the same.

B.  Termination by ABG. Without prejudice to any other rights it may have in law, equity or otherwise, ABG shall have the right to terminate this Agreement upon written notice to PAPA JOHN'S, as determined by ABG in its sole discretion, exercising good-faith business judgment, in the event that (1) during the Term of this Agreement, any member of PJI's executive team or any member of the Board of Directors of PJI (a) is convicted of or pleads guilty to a crime of moral turpitude, (b) disparages or publicly maligns CELEBRITY or ABG; (2) PAPA JOHN'S breaches any material term of this Agreement, which breach PAPA JOHN'S fails to cure within thirty (30) days after PAPA JOHN'S receipt of ABG's written notice of such breach, it being understood such period shall be five (5) business days with respect to the payment of any monies, or (c) any member of PJI's executive team or any member of the Board of Directors of PJI or any authorized spokesperson of PAPA JOHN'S intentionally makes any voluntary statement or commits any voluntary act that is or becomes generally known to the public which such statement or act has the effect of egregiously disparaging or insulting any group of the community on the basis of ethnicity, religion, race, national origin, gender, or sexual orientation.

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C. Effect of Termination - Use Beyond Term. Upon expiration or termination of this Agreement by PAPA JOHN'S (but not in the event of termination by ABG), and subject to PAPA JOHN'S ongoing compliance with the terms and conditions of this Agreement, PAPA JOHN'S shall have the following rights to use the Celebrity Endorsement solely as follows: (i) for a period of six (6) months following the effective date of expiration or termination, PAPA JOHN'S shall have the right to continue to use, display and distribute copies of Materials which bear the Celebrity Endorsement and which were printed and published, or irrevocably booked for publication or display with a third party, prior to the effective date of expiration or termination; and (ii) PAPA JOHN'S shall have the right, without restriction, to the in-house, non-commercial use of any Materials. Such use may include in-house exhibition for historical, educational or commemorative purposes. Provided that PAPA JOHN'S has exerted its best efforts to cease use of the Celebrity Endorsement and/or Personality Rights as provided above, any incidental use of the Celebrity Endorsement and/or Personality Rights that may occur or be discovered for the three (3) month period following such period shall not be deemed a breach of this Agreement; provided, however, that in any event, all use of the Celebrity Endorsement and/or Personality Rights must cease by no later than nine (9) months following the effective date of expiration or termination of this Agreement.

D. Effect of Termination - Cash Consideration.

a. Termination by PAPA JOHN'S. If this Agreement is terminated by PAPA JOHN'S for any of the reasons provided in Section 7.A. above, then ABG shall be entitled to the pro-rata share of the respective Cash Payment for the then-current Contract Year as set forth in Section 5.A. above, determined by multiplying the Cash Payment for such Contract Year by a fraction, the numerator of which is the number of days elapsed in such Contract Year and the denominator of which is the total number of days in such Contract Year, and such amounts shall be immediately due as of the effective date of termination and paid to ABG.

b. Termination by ABG. If this Agreement is terminated by ABG for any of the reasons provided in Section 7.B. above, then any and all unpaid amounts under this Agreement for the eighteen (18) months following the effective date of termination (including, without limitation, any balance due of the Cash Payment as of the effective date of termination, in addition to any and all of the Cash Payments that would have become payable during the next eighteen (18) months but for the termination) shall be immediately due as of the effective date of termination and paid to ABG; provided, however, that in the event there is less than eighteen (18) months remaining in the Term as of the effective date of such termination, then any and all unpaid amounts under this Agreement for the balance of the Term (including, without limitation, any balance due of the Cash Payment as of the effective date of termination, in addition to any and all Cash Payments that would have become payable but for the termination) shall be immediately due as of the effective date of termination and paid to ABG.

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E. Effect of Termination - Awards of RSUs. Notwithstanding anything to the contrary contained in this Agreement or the Restricted Stock Unit Agreement:

a. Termination by PAPA JOHN'S. If this Agreement is terminated by PAPA JOHN'S for any of the reasons set forth in Section 7.A. above, then CELEBRITY shall be entitled to immediately vest in the pro-rata share of the respective number of RSUs for the then-current Contract Year as set forth in Section 5.B. above, determined by multiplying the number of RSUs for such Contract Year by a fraction, the numerator of which is the number of days elapsed in such Contract Year and the denominator of which is the total number of days in such Contract Year, and such RSUs shall vest immediately as of the effective date of termination.

b.  Termination by ABG. If this Agreement is terminated by ABG for any of the reasons provided in Section 7.B. above, then CELEBRITY shall be entitled to immediately vest in all of the RSUs for the eighteen (18) months following the effective date of termination (including, without limitation, any balance of unvested RSUs that were due to vest as of the effective date of termination, in addition to any and all of the RSUs that would have vested during the next eighteen (18) months but for the termination); provided, however, that in the event there is less than eighteen (18) months remaining in the Term as of the effective date of such termination, then any and all of the balance of the RSUs shall vest immediately as of the effective date of termination.

8. Indemnification and Insurance.

A. ABG's Indemnification Obligations. ABG shall indemnify, defend and hold harmless PAPA JOHN'S and its current and future parents, subsidiaries, affiliated companies and each of their respective current and future officers, directors, shareholders, employees, agents, attorneys, and each of their respective successors and assigns (individually and collectively, PAPA JOHN'S Indemnified Party(ies)) from and against any and all third-party claims, liabilities, demands, causes of action, judgments, settlements, costs and expenses (including, without limitation, reasonable outside attorneys' fees and court costs) (collectively, Claims) arising out of or in connection with any one (1) or more of the following: (i) the breach by ABG of any of its express representations, express warranties, or express covenants in this Agreement; or (ii) the failure by ABG or CELEBRITY to perform any of its obligations under this Agreement. ABG shall not be liable to PAPA JOHN'S or any third party under this Section 8.A. to the extent that PAPA JOHN'S is required to indemnify ABG pursuant to Section 8.B. below.

B. PAPA JOHN'S Indemnification Obligations. PAPA JOHN'S shall indemnify, defend and hold harmless CELEBRITY, ABG and its current and future parents, subsidiaries, affiliated companies and each of their respective current and future officers, directors, shareholders, employees, agents, attorneys, and each of their respective successors and assigns (individually and collectively, ABG Indemnified Party(ies)) from and against any and all direct and third-party Claims, arising out of or in connection with any one (1) or more of the following: (i) the breach by PAPA JOHN'S of any of its express or implied representations, warranties or covenants in this Agreement; (ii) the failure by PAPA JOHN'S to perform any of its obligations under this Agreement; (iii) the design, development, preparation, cooking, packaging, distribution, delivery, advertisement, marketing, promotion, offering for sale, sale, or other exploitation of the Products, the Materials, or any Advertisements (including, without limitation, any product liability, false advertising and/or infringement Claims); and (iv) any acts, whether by omission or commission, by PAPA JOHN'S (including any of its franchisees, vendors, and store operators), which may arise out of, in connection with, or is any way related to any of the Products, the Materials, PAPA JOHN'S business and/or this Agreement. PAPA JOHN'S shall not be liable to ABG or any third party under this Section 8.B. to the extent that ABG is required to indemnify PAPA JOHN'S pursuant to Section 8.A. above. PAPA JOHN'S hereby agrees that ABG's Approval shall not waive, diminish or negate any of PAPA JOHN'S indemnification obligations to the ABG Indemnified Parties hereunder.

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C. Indemnification Process. The Party to be indemnified hereunder (the Indemnitee) must give the indemnifying Party hereunder (the Indemnitor) prompt written notice of any Claim, and the Indemnitor, in its sole discretion, may then take such action as it deems advisable to defend such Claim on behalf of the Indemnitee. In the event that appropriate action is not taken by the Indemnitor within thirty (30) days after the Indemnitor's receipt of written notice from the Indemnitee, the Indemnitee shall have the right to defend such Claim with counsel reasonably acceptable to the Indemnitor, and no settlement of any such Claim may be made without the prior written approval of the Indemnitor, which approval shall not be unreasonably withheld, conditioned or delayed. Even if appropriate action is taken by the Indemnitor, the Indemnitee may, at its own cost and expense, be represented by its own counsel in such Claim. In any event, the Indemnitee and the Indemnitor shall keep each other fully advised of all developments and shall cooperate fully with each other in all respects with respect to any such Claim.

D. Insurance. PAPA JOHN'S shall procure and maintain, at its sole cost and expense, and use commercially reasonable efforts cause its Sub-Contractors to obtain, at their sole cost and expense, during the Term and for a period of three (3) years thereafter (Insurance Period), comprehensive general liability insurance (including, without limitation, product liability insurance, inventory insurance, worker's compensation insurance, and advertising injury insurance), to defend and protect the Parties against claims arising out of or in connection with PAPA JOHN's business, the Materials, the Products, and Advertisements therefor. Insurance must be obtained from a company reasonably acceptable to ABG, in an amount not less than Five Million United States Dollars ($5,000,000 USD) in the aggregate, or PAPA JOHN'S standard insurance policy limits, whichever is greater.

E. Within five (5) business days of the date on which this Agreement is fully executed, PAPA JOHN'S shall submit to ABG a certificate of insurance naming each of ABG, CELEBRITY and Authentic Brands Group, LLC as additional insureds (COI), which COI, or a renewal or replacement thereof, shall remain in force at all times during the Insurance Period, and shall require the insurer to provide at least thirty (30) days' prior written notice to PAPA JOHN'S, and all additional insureds, of any termination, cancellation or modification thereof.

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F. In the event that any insurance policy required hereunder includes or permits a waiver of subrogation, such waiver shall apply to ABG and CELEBRITY. In the event that any insurance policy required hereunder provides for a waiver of subrogation in the event that such waiver is required by a third-party agreement, then this Agreement shall be deemed to require such waiver. PAPA JOHN'S shall notify ABG of all claims regarding the Personality Rights, Materials and/or Products under any of the foregoing policies of insurance promptly upon the filing thereof. PAPA JOHN'S indemnification obligations hereunder shall not be limited by the amount of insurance requirements hereunder. ABG shall be entitled to its proportionate share of the insurance proceeds received by PAPA JOHN'S in respect to the Celebrity Endorsement and/or the Personality Rights, and PAPA JOHN'S shall report and pay to ABG any such insurance proceeds at the same time as the next quarterly installment of the Cash Payment is due.

G. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER ABG NOR AUTHENTIC BRANDS GROUP LLC NOR CELEBRITY SHALL BE LIABLE TO PAPA JOHN'S FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES, REGARDLESS OF THE FORM OR ACTION, WHETHER IN CONTRACT OR IN TORT, EVEN IF ABG OR AUTHENTIC BRANDS GROUP LLC HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL ABG'S, AUTHENTIC BRANDS GROUP LLC'S, AND CELEBRITY'S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY RECEIVED BY ABG (EXCLUSIVE OF REIUMBURSEMENT OF EXPENSES) HEREUNDER, REGARDLESS OF THE NUMBER OR TYPE OF CLAIMS.

9. Arbitration. In the event a dispute arises under this Agreement which cannot be resolved, such dispute shall be submitted to arbitration and resolved by a single arbitrator (who shall be a lawyer) in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. All such arbitration shall take place at the office of the American Arbitration Association located in or nearest to New York, New York. Each Party is entitled to depose at least two (2) fact witnesses and any expert witness designated by the other Party, and to conduct such other discovery as the arbitrator deems appropriate. The award or decision rendered by the arbitrator shall be final, binding and conclusive and judgment may be entered upon such award by any court.

10. Confidentiality and Non-Disparagement. Each Party shall hold all confidential information received pursuant to this Agreement, including the terms and conditions of this Agreement and CELEBRITY'S personal and/or business affairs, confidential and may only disclose them (i) with the prior written consent of the other Party, (ii) where required by law or (iii) to such party's advisors, attorneys or other designees, as long as such recipients also keep such information confidential. Nevertheless, after the parties have announced the association between CELEBRITY and PAPA JOHN's or the association otherwise becomes public, each party may respond, discuss and comment in a favorable and positive manner that CELEBRITY is associated with PAPA JOHN'S during any public events and/or interviews, subject to the requirements herein. All Parties agree not to disparage or make derogatory comments, verbal or written, regarding the other Party during the Term of the Agreement, and for one year thereafter.

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11. Force Majeure. If, at any time during the Term, CELEBRITY and/or ABG are prevented, hampered or interrupted by, or interfered with in, in any manner whatsoever, fully performing either of their duties hereunder, by reason of: any present or future statute, law, ordinance, regulation, order, judgment or decree, whether legislative, executive or judicial (whether or not valid); any act of God, earthquake, fire, flood, epidemic, accident, explosion or casualty; any lockout, boycott, strike, labor controversy (including, without limitation, any threat of the foregoing); any riot, civil disturbance, war or armed conflict (whether or not there has been an official declaration of war or official statement as to the existence of a state of war), invasion, occupation, intervention of military forces or act of public enemy; any embargo, delay of a common carrier, inability without default on CELEBRITY and/or ABG part to obtain sufficient material, labor, transportation, power or other essential commodity required in the conduct of its business; any cause beyond the reasonable control of CELEBRITY and/or ABG; or any other cause of any similar nature (each of the foregoing, a Force Majeure Event), then CELEBRITY'S and/or ABG's obligations hereunder shall be suspended as often as any such Force Majeure Event occurs and during such period(s) of time as such Force Majeure Event(s) exist and such non-performance by shall not be deemed to be a breach of this Agreement by CELEBRITY or ABG, or a forfeiture of any of CELEBRITY'S or ABG's rights hereunder.

12. Miscellaneous.

A. Severability. If any term or provision of this Agreement shall be declared illegal, invalid, void or unenforceable by any judicial or administrative authority, then (i) such provision shall be eliminated to the minimum extent necessary, and (ii) such provision shall be reformed and rewritten so as to most closely reflect the intention of ABG and PAPA JOHN'S, such that this Agreement shall otherwise remain in full force and effect and enforceable.

B. Entire Agreement. This Agreement shall constitute the entire understanding between ABG, CELEBRITY and PAPA JOHN'S with respect to the subject matter hereof, and cannot be altered or modified except by an agreement or amendment in writing, signed by all parties.

C. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of law.

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D. Waiver. The failure at any time of any party to demand strict performance of another party of any of the terms, covenants or conditions set forth in this Agreement will not be construed as a continuing waiver or relinquishment thereof, and any party may, at any time, demand strict and complete performance of any other party of such terms, covenants, and conditions.

E. No Joint Venture. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between PAPA JOHN'S and ABG or CELEBRITY. Neither party shall have any right to obligate or bind the other party in any manner whatsoever, and nothing contained herein shall give, or is intended to give, any rights of any kind to any third person.

F. Notices. All notices, samples, claims, certificates, requests, demands, and other communications (other than payments) desired or required hereunder will be made in writing and will be deemed to have been duly given if delivered to the party address by hand, or by other means of express courier service, addressed as follows:

To PAPA JOHN'S: Papa John's International, Inc. and Papa John's Marketing Fund, Inc.  2002 Papa John's Boulevard  Louisville, Kentucky 40299  With an electronic copy to: Caroline_Oyler@papajohns.com To ABG: (i) If to ABG for questions about submitting Approval requests:

c/o Authentic Brands Group, LLC 1411 Broadway, 4th Floor New York, NY 10018 Attention: Approvals Department With electronic copies to: approvals@abg-nyc.com; CSmeeton@abg-nyc.com; PRogers@abg-nyc.com; and Mbergson@abg-nyc.com Facsimile Number: (212) 760-2419

(ii) If to ABG for any other reason:

c/o Authentic Brands Group, LLC 1411 Broadway, 4th Floor New York, NY 10018 Attention: Legal Department With an electronic copy to: legaldept@abg-nyc.com Facsimile Number: (212) 760-2419

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G. Rights Cumulative. Except as expressly set forth herein, all rights and remedies conferred upon or reserved by the Parties in this Agreement shall be cumulative and concurrent and shall be in addition to all other rights and remedies available to such Parties at law or in equity or otherwise, including, without limitation, requests for temporary and/or permanent injunctive relief. Such rights and remedies are not intended to be exclusive of any other rights or remedies and the exercise by either Party of any right or remedy herein provided shall be without prejudice to the exercise of any other right or remedy by such Party provided herein or available at law or in equity.

H. Equitable Relief. PAPA JOHN'S acknowledges that any breach by PAPA JOHN'S shall cause ABG irreparable harm for which there is no adequate remedy at law, and in the event of such breach, ABG shall be entitled to, in addition to other available remedies, injunctive or other equitable relief, including, without limitation, interim or emergency relief, including, without limitation, a temporary restraining order or injunction, before any court with applicable jurisdiction, to protect or enforce its rights.

I. Any sections and any other obligations under the provisions of this Agreement which, by their term or implication, have a continuing effect, shall survive any expiration or termination of this Agreement.

J. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one (1) agreement binding on all Parties hereto notwithstanding that all of the Parties hereto are not signatories to the same counterpart. Each of the Parties agrees that an electronic signature evidencing a Party's execution of this Agreement shall be effective as an original signature and may be used in lieu of the original for any purpose.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective the date first above written.

Papa John's Marketing Fund, Inc. ABG-Shaq, LLC  Date: 6/6/19 Date: June 11, 2019  By: /s/ Steve Ritchie By: Jay Dubiner  Title: President & CEO Title: General Counsel  Papa John's International, Inc. Date: 6/6/19  By: /s/ Steve Ritchie  Title: President & CEO

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Source: PAPA JOHNS INTERNATIONAL INC, 8-K, 6/17/2019 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

Ex Output:
PAPA JOHN'S shall not, during the Term or at any time thereafter, attack or challenge, or lend assistance to any third party in connection with an attack or challenge, of any right, title or interest of ABG in and to any Personality Rights (including, without limitation, copyrights, trademarks and/or patents), whether by way of: (i) an application for and/or an opposition against any intellectual property rights relating to the Personality Rights, (ii) adoption and/or application for and/or registration of any intellectual property rights (including, without limitation, domain names, business names, and social media accounts) that are confusingly similar to, that dilute, or that infringe, any of the Personality Rights, or (iii) any lawsuit, cancellation proceeding or action, or otherwise.


Ex Input:
SECOND AMENDMENT TO SERVICES AGREEMENT This SECOND AMENDMENT TO SERVICES AGREEMENT, dated and effective as of March 1, 2016, (this Second Amendment), is made between FEDERATED INVESTMENT MANAGEMENT COMPANY, a Delaware statutory trust (the Adviser), and FEDERATED ADVISORY SERVICES COMPANY, a Delaware statutory trust (FASC). Capitalized terms used, but not defined, in this Amendment have the meanings given to such terms in the Services Agreement (as defined below). RECITALS WHEREAS, the Adviser and FASC have entered into that certain Services Agreement dated as of January 1, 2004 (as amended, the Services Agreement), pursuant to which FASC provides certain performance attribution and administration and risk management services to Adviser in connection with Adviser providing investment advisory or sub-advisory services to investment companies registered under the Investment Company Act of 1940 (1940 Act) and/or separate accounts not required to be so registered (collectively, Accounts); WHEREAS, the Adviser and FASC have entered into the Amendment to Services Agreement dated as of March 30, 2009 (the Amendment), pursuant to which the Services indicated in Exhibit A to the Services Agreement were amended solely with respect to Accounts that are not investment companies registered under the 1940 Act, to provide that, as part of the administration and risk management services provided by FASC, FASC may provide certain coordination of client portfolios and related fixed income trade execution implementation and administration services to Adviser when Adviser is acting as adviser or sub-adviser with respect to such Accounts; and WHEREAS, the Adviser and FASC desire to amend the Services indicated in Exhibit A to the Services Agreement, as amended, solely with respect to Accounts for which the Adviser trades in equity securities, equity derivatives and other related equity investments as part of the investment strategy for the Account, to provide that FASC may provide equity trading and transaction settlement, fundamental analysis and quantitative analysis services to Adviser when Adviser is acting as adviser or sub-adviser with respect to such Accounts. NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows: 1. Second Amendment to Exhibit A to Services Agreement. Exhibit A to the Services Agreement shall be, and here by is, supplemented with the following: 3. Equity Trading and Transaction Settlement. The equity trading desks execute buy and sell order based on instructions provided by affiliated advisers. The trading staff either places orders electronically or contacts brokers to place orders, find liquidity and seek price levels. Upon completion of a transaction, the transaction settlement group works with the broker and the account custodian to ensure timely and accurate exchange of securities and monies. 4. Fundamental Analysis. The equity investment analysts provide independent research and analysis of specific companies within a sector. Typically, analysis includes review of published reports, interviews of company management, on-site observation of company operations, and the use of various financial models. In addition, analysts read trade journals, attend industry conferences, and focus on trends within the sector and industry. Based on this proprietary analysis, the analyst makes buy, sell or hold recommendations to the Adviser. 5. Quantitative Analysis. Quantitative analysts develop and apply financial models designed to enable equity portfolio managers and fundamental analysts to screen potential and current investments, assess relative risk and enhance performance relative to benchmarks and peers. To the extent that such services are to be provided with respect to any Account which is a registered investment company, Categories 3, 4 and 5 above shall be treated as investment advisory services for purposes of Section 5(b) of the Agreement. 2. Miscellaneous. This Second Amendment shall be effective as of the date first above written upon its execution and delivery by each of the parties hereto. The Services Agreement, as amended by the Amendment and this Second Amendment with respect to Accounts for which the Adviser trades in equity securities, equity derivatives and other related equity investments as part of the investment strategy for the Account, shall remain in full force and effect. The Services Agreement, as amended by the Amendment, also shall remain in full force and effect without this Second Amendment with respect to Accounts for which the Adviser does not trade in equity securities, equity derivatives and other related equity investments as part of the investment strategy for the Account. This Second Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. This Second Amendment may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Second Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto, through their duly authorized officers, have executed this Second Amendment as of the date first above written. FEDERATED INVESTMENT MANAGEMENT FEDERATED ADVISORY SERVICES COMPANY COMPANY By: /s/ John B. Fisher By: /s/ J. Christopher Donahue Name: John B. Fisher Name: J. Christopher Donahue Title: President Title: Chairman 
Question: Highlight the parts (if any) of this contract related to Governing Law that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?

Ex Output:

This Second Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.