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.

Input: Consider Input: FRANCHISE AGREEMENT

TABLE OF CONTENTS

I. INTRODUCTION

II. AGREEMENT

1. Definitions

2. Franchise Grant; Term

2.1 Grant 2.2 Term 2.3 No Renewal Right: No Exclusivity 2.4 Continuous Operation 2.5 Best Efforts

3. Consideration for Franchise Grant

4. Management, Control and Corporate Documents of Franchisee

4.1 Managing Director 4.2 Director of Operations 4.3 Substitute Director of Operations 4.4 Restaurant Manager 4.5 Corporate Documents 4.5.1 Single Purpose Entity 4.5 2 Managing Director's Authority 4.5.3 Issuance and Transfer of Shares 4.5.4 Amendments

5. Standards and Uniformity 5.1 Strict Compliance 5.2 The MOD Manual 5.3 Building and Premises 5.3.1 Initial Construction 5 3 2 Repair and Maintenance 5 3.3 Current Image 5.4 Signs 5.5 Equipment 5.6 Vending Machines, Etc.

5 7 Menu Service and Hygiene 5.8 Hours of Operations 5.9 Uniforms 5.10 Advertising and Promotion Materials 5.11 Interference with Employment Relations of Others 5.12 Improvements 5.13 Self-Audit 5.14 Health Problems 5.15 Right of Entry, Inspection and Closure 5.16 Sources of Supply 5.16.1 Authorized Suppliers 5.16.2 Self-Supply 5.16.3 Limit on BKC Responsibility 5. 16.4 Franchisee's Responsibilities

6. Services to Franchisee

6.1 Services Provided By BKC 6.2 Services Not Provided By BKC 6.3 Optional Services

7. Location 7.1 Exclusive Purpose 7.2 Damage to Franchised Restaurant

8. Training and Staffing

8.1 Pre-Opening Training 8.2 New Director of Operations 8.3 Training Program

9. Royalty and Advertising Contribution

9.1 Royalty 9.1.1 Payment of Royalty 9.1.2 Inability to Remit Royalty 9. 2. Advertising and Sales Promotion 9.2.1 Franchisee's Administration of Ad Fund 9.2.2 BKC's Right to Administer Funds 9.2.3 Administration 9.2.4 Compliance with Laws and Policies 9.3 Gross Sales 9.4 Interest and Attorney's Fees

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10. Accounting Procedures; Right of Audit.

10.1 Accounting 10.2 Annual Financial Statements 10.3 Audits 10.4 Release of Financial Information 10.5 Polling 10.5.1 POS Systems 10.5.2 Authorized Polling 10.5.3 Other Information

11. Limitations of Franchise 11.1 Trademarks, Trade Names, Service Marks and Trade Secrets 11.1.1 Registration Assistance by Franchisee 11.1.2 Ownership 11 1.3 Confidentiality of trade Secrets 11.1 4 Registered User Agreements 11.1.5 No Impairment of Marks 11.1.6 Assignment of Righits in Marks 11.1.7 Infringement, Etc. 11.1.8 Registered Marks 11.1 9 Franchisee Name 11.1.10 Registration of Agreement 11.2 Independent Contractor 11.2.1 No Agency 11.2.2 Public Notice of Independence

12. Unfair Competition

13. Insurance; Indemnification 13.1 General Liability Insurance 13.2 Workers Compensation, Etc. 13.3 Indemnity

14. Taxes 14.1 Payment When Due 14.2 Withholding Taxes 14.3 Election

15. Disposal 15.1 Transfer of Interest by Franchisee 15.2 Transfer of Interest by Principals 15.3 Notice of Proposed Transfer 15.4 Right of First Refusal

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15.4.1 Notice; Exercise of Option 15.4.2 No Waiver 15.4.3 Unauthorized Transfer Void 15.4.4 Sale; BKC Consent

15.5 BKC Consent to Transaction 15.5.1Transfer of Substantially All Assets or Transfer of Stock by Principal 15.5.2 Securities Offerings

15.5.2 1 Compliance with BKC Requirements 15.5.2.2 Submission to BKC 15.5.2.3 Registration Rights: Secondary Offerings 15.5.2.4 BKC ' Expenses 15.5.3 Certain Exceptions

15.6 No Waiver 15.7 Death or Mental Incapacity of Principal 15.8 Corporate Documents 15.9 Assignment by BKC

16. The Principals

16.1 Stock Ownership 16.2 Compliance by Principals 16.3 Guaranty

17. Defaults and Effects of Termination

17.1.1 Events of Default by Franchisee 17.1.2 Event of BKC De fault 1 7.2 Termination 17.3 Effect of Termination 17.4 Post-Termination Option 17.5 Post-Termination Obligations of Franchisee 17.5.1 Options to Purchase Location 17.5.2 Deidentification 17.5.3 BKC Lien 17.5.4 Acceleration of Payments

17.6 Dispute Resolution

18. Restrictive Covenant

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19. Miscellaneous: General Conditions 19.1 Interpretation 19.2 Non-Waiver 19.3 Governing Law/Jurisdiction 19.4 Licenses, Permits. Etc. 19.5 Compliance with Laws 19.6 Remedies 19.7 Severability 19.8 Notices 19.8.1 Notice to BKC 19.8.2 Notice to Franchisee/Principals 19.8.3 Delivery 19.9 Language 19.10 Modification 19.11 Binding Effect 19.12 Currency 19.13 Survival 19.14 Agency

20. Entire Agreement

21. independent Advice

III. SCHEDULE 1

IV. SCHEDULE 2

V. EXHIBIT A - Poland Trademarks

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FRANCHISE AGREEMENT -------------------

Corporate --------- AGREEMENT dated 199

Between BURGER KING CORPORATION a company incorporated in Florida, United States of America with its principal office and place of business at 17777 Old Cutler Road, Miami, Florida, United States of America (BKC)

AND The party specified as the Franchisee on SCHEDULE 1 attached hereto (the Franchisee)

AND The party or parties specified as the Principals on SCHEDULE 1 attached hereto (collectively, the Principals and individually, a Principal)

INTRODUCTION

A. BKC has developed a system (the Burger King System) for the operation of quick service restaurants ( Burger King Restaurants). The Burger King System includes proprietary designs for restaurant buildings, equipment and decor, a proprietary service format, standardized product and quality specifications, and such trademarks, service marks and other marks as BKC may authorize for use in connection with the operation of Burger King Restaurants (the Burger King Marks).

B. The Franchisee possesses knowledge and market information concerning the operation of Burger King Restaurants in the Republic of Poland and the Franchisee recognizes that BKC has not made any representations concerning the level and extent of the awareness of the Burger King Marks or the Burger King System or the likelihood that any such awareness can or will be established in Poland or as to the availability of local sources of supply in Poland or the ability of any supplier to meet standards for approval by BKC. The Franchisee has requested a license to operate a Burger King Restaurant. The Franchisee represents that BKC has not made, and the Franchisee is not relying upon, any representation as to the profits and/or sales volumes which Franchisee might be expected to realize, or costs or levels of costs which Franchisee might be expected to incur, or the prospects of success for Franchisee or Burger King Restaurants in Poland.

C. The Franchisee acknowledges and represents to BKC that it is entering into this Agreement after having made an independent investigation of BKC and its operations and of market and economic conditions in the Republic of Poland. The Franchisee represents that BKC has not made, and that the Franchisee

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is not relying upon, any representation as to the profits and/or sales volumes which Franchisee might be expected to realize, or costs or levels of costs which the Franchisee might be expected to incur, or the prospects of success for the Franchisee or Burger King Restaurants in Poland, or the level or extent of the awareness of the Burger King Marks or the Burger King System or brand in Poland or the likelihood that any such awareness can or will be established in Poland, or the availability of local sources of supply in Poland or the ability of any such local sources of supply to meet standards for approval by BKC. The Franchisee further represents and agrees that BKC and persons acting on its behalf have not made, and the Franchisee is not relying upon, any representations or promises that are not contained in this Agreement.

D. Each of the Principals owns an equity interest in the Franchisee.

AGREEMENT

In consideration of the fees and other sums payable by the Franchisee and the mutual covenants herein, the parties agree as follows:

1. DEFINITIONS. For purposes of this Agreement, the following expressions shall have the meanings given to them below:

1.1 Affiliate means any company which is directly or indirectly controlled by BKC, controls BKC, or is controlled by a company which in turn controls BKC, and control for these purposes means de facto control.

1.2 Burger King Marks has the meaning ascribed to it in Paragraph A of the introduction.

1.3 Burger King System has the meaning ascribed to it in Paragraph A of the introduction.

1.4 Current Image means the then current, BKC approved physical appearance of new Burger King Restaurants as it relates to signage, fascia, color schemes, menu boards, lighting, furniture, finishes and other non-structural matters generally.

1.5 Franchised Restaurant means the buildings at the Location and the business carried out at the Location.

1.6 Gross Sales has the meaning ascribed to it in Subparagraph 9.3.

1.7 Location has the meaning ascribed to it on SCHEDULE 1.

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1.8 Director of Operations has the meaning ascribed to it in Subparagraph 4.1 and on SCHEDULE 1.

1.9 Managing Director has the meaning ascribed to it in Subparagraph 4.3 and on SCHEDULE 1.

1.10 MOD Manual means all volumes of the Manual of Operating Data setting out BKC's standards, specifications and procedures of operation, as revised from time to time by BKC including both required and recommended.

2. FRANCHISE GRANT TERM.

2.1 GRANT. In reliance upon the application and information furnished by the Franchisee, and subject to the terms and conditions contained in this Agreement, BKC grants to the Franchisee a license to use the Burger King System and the Burger King Marks in the operation of a Burger King Restaurant at that Location.

2.2 TERM. The license hereby granted shall commence on the date the Franchised Restaurant opens for business (the Commencement Date), and, unless sooner terminated in accordance with the terms and provisions of this Agreement, shall continue for the period of years set forth on SCHEDULE 1 hereto (the Term).

2.3 NO RENEWAL RIGHT; NO EXCLUSIVITY. The Franchisee acknowledges and agrees that this license is a license for the operation of a Burger King Restaurant at the Location only and that the Franchisee has no right to any exclusive territory or to object to the location of an additional Burger King Restaurant at a site which is in the immediate proximity of the Franchised Restaurant and/or in the same trading area of the Franchised Restaurant Subject to the Restaurant Development Agreement between BKC and International Fast Food Corporation dated March 14, 1997, (the Development Agreement), the development and location of additional Burger King Restaurants shall be determined by BKC in its sole business judgment and BKC may develop or franchise additional Burger King Restaurants anywhere, including sites in the immediate proximity of the Franchised Restaurant and/or in the same trading area of the Franchised Restaurant, in its sole business judgment. The Franchisee hereby waives any right it has, may have, or might in the future have, to oppose such development and location, and any claim for compensation from BKC in respect of any and all detriment or los s suffered by it as a result of the development and location of additional Burger King Restaurants in the immediate proximity of the specified Location and/or in the same trading area of the Franchised Restaurant.

2.4 CONTINUOUS OPERATION. Franchisee shall continuously operate the Franchised Restaurant at the Location throughout the full term of this Agreement. Except as permitted under this Section 2.4, any failure to do so shall constitute an Event of Default under this Agreement and BKC shall be

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entitled to alI rights and remedies available under Section 17.2 of this Agreement. Provided, however, that t he Franchisee may temporarily cease operations for a period of time reasonably necessary to comply with the requirement of any competent governmental authority that it repair, clean remodel, or refurbish the Location. The Franchisee may also temporarily cease operations on national holidays and for a period of time reasonably necessary to complete repairs or deal with an act of God, a labor strike, civil unrest, or other emergency situation which would endanger the public or the Franchisee's employees. However, in the event that any temporary closing or discontinuance of

operation permitted under this Section 2.4 exceeds 180 days, BKC shall have the right to terminate this Agreement, whereupon all rights granted to Franchisee under this Agreement shall terminate, without liability to BKC.

2.5 BEST EFFORTS. Franchisee shall use its best efforts to diligently market and promote the Franchised Restaurant.

3. CONSIDERATION FOR FRANCHISE GRANT. At least seven (7) days before the Commencement Date, the Franchisee shall pay to BKC the initial franchise fee described in SCHEDULE 1, which sum shall be fully earned by BKC and non-refundable upon execution of this Agreement.

4. MANAGEMENT. CONTROL AND CORPORATE DOCUMENTS OF FRANCHISEE.

4.1 MANAGING DIRECTOR. The Franchisee shall, subject to BKC's approval, appoint an individual as the Managing Director who shall be responsible for the overall management of the Franchisee. The Managing Director and Director of Operations may be the same individual.

4.2 DIRECTOR OF OPERATIONS. Franchisee shall, subject to BKC's approval, appoint an individual as the Director of Operations who shall be trained in the Burger King System. The Director of Operations shall be granted the authority to direct any action necessary to ensure that the day-to-day operation of the Franchised: Restaurant is in compliance with all agreements with BKC relating to the Franchised Restaurant. The Director of Operations shall devote full time and best efforts to the overall supervision of the Franchised Restaurant and any other Burger King Restaurants owned by the Franchisee as to which he/she is designated as the Director of Operations.

4.3 SUBSTITUTE DIRECTOR OF OPERATIONS. If the position of Director of Operations becomes vacant for any reason, the vacancy shall be filled within ninety (90) days by a new Director of Operations approved by BKC.

4.4 RESTAURANT MANAGER. At all times during the Term of this Agreement, Franchisee shall employ at least one (1) individual (the Restaurant Manager) who is responsible for the direct, personal supervision of the Franchise d Restaurant .

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4.5 CORPORATE DOCUMENTS.

4.5.1 SINGLE PURPOSE ENTITY. Franchisee's sole business activity shall be the development and operation of Burger King restaurants. The articles of incorporation, bylaws and other governing documents of Franchisee must provide that Franchisee is a single purpose entity formed solely for the purpose of developing and operating Burger King restaurants.

4.5.2 MANAGING DIRECTOR'S AUTHORITY. The articles of incorporation, bylaws and other governing documents of Franchisee must mandate the designation of a Managing Director and describe the Managing Director's authority to bind the Franchisee and to direct any actions necessary to ensure compliance with this Franchise Agreement and any ancillary agreements.

4.5.3 ISSUANCE AND TRANSFER OF SHARES. The articles of incorporation, the bylaws and each stock certificate of Franchisee shall restrict the issuance and the transfer of shares of Franchisee as provided in Paragraph 15.8 below.

4.5.4 AMENDMENTS. BKC must be immediately provided with any amendments, shareholder agreements, addenda, revisions or other alterations to the articles of incorporation, bylaws or constitution of Franchisee. No amendment to such governing documents may be made, nor may any resolution be adopted by the board of directors of Franchisee, without the written consent of an authorized officer of BKC, if such amendment or resolution would (1) change the description of the Franchisee's purpose or authorized activities; (2) change the designation of, or the procedures for designating, the Managing Director; (3) change the authority delegated to the Managing Director; or (4) materially alter promises or representations contained in the application approved by BKC.

5. STANDARDS AND UNIFORMITY.

5.1 STRICT COMPLIANCE. The Franchisee agrees to comply strictly at all times with the Burger King System, which Franchisee acknowledges is a fundamental term of this Agreement and a necessary and reasonable requirement in the interests of the Franchisee and others operating under the Burger King System. In particular, the Franchisee shall at all times comply with the following provisions of this Section 5.

5.2 THE MOD MANUAL. The MOD Manual shall be kept at the Franchised Restaurant and all changes or additions shall be inserted upon receipt. The Franchisee agrees that changes in standards, specifications and procedures may become necessary and desirable from time to time and shall comply with such modifications, revisions and additions to the MOD Manual as BKC in the good

faith exercise of its judgment believes to be desirable. The information

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contained in the MOD Manual is confidential and the Franchisee shall use the MOD Manual only in connection with the operation of the Franchised Restaur ant and other licensed Burger King Restaurants

5.3 BUILDING AND PREMISES.

5.3.1 INITIAL CONSTRUCTION. The Franchised Restaurant shall be constructed and the premises initially improved in the manner approved by BKC, and shall be decorated, furnished, and equipped with equipment, furnishings, and fixtures which meet BKC's specifications and Current Image. The appearance of the Franchised Restaurant shall not thereafter be altered except as approved by BKC in writing.

5.3.2 REPAIR AND MAINTENANCE. The Franchisee shall, at its own expense, continuously throughout the Term of this Agreement, maintain the Franchised Restaurant in good condition and repair in accordance with BKC's then current repair and maintenance standards.

5.3.3 CURRENT IMAGE. During the year immediately following the expiration of one half of the Term of this Agreement (e.g., in the 11th year of a 20 year term), the Franchisee shall remodel, improve and alter the exterior of the Franchised Restaurant to conform with the Current Image in effect during the prior year .

5.4 SIGNS. The Burger King Marks will be displayed only in the manner and at such locations as are authorized by BKC. The Franchisee agrees to maintain and display signs conforming to the Current Image. The Franchisee shall discontinue the use of and destroy such signs as are declared obsolete by BKC.

5.5 EQUIPMENT. Only equipment and equipment layouts approved by BKC shall be used at the Location. All equipment shall be maintained in a condition that meets operational standards specified in the MOD Manual, and as equipment becomes obsolete or inoperable, the Franchisee will replace such items with the types and kinds of equipment as are then approved for use in new Burger King Restaurants at the time of replacement. If BKC determines that additional or substitute equipment is needed in any part of the Location due to a change in menu items or method of preparation and service, or because of health or safety considerations, the Franchisee will install the new equipment within such time as BKC may reasonably specify.

5.6 VENDING MACHINES, ETC. No telephone booths, newspaper racks, juke boxes, vending machines, games, rides or any other type of machines shall be installed without the prior written approval of BKC.

5.7 MENU, SERVICE AND HYGIENE. The Franchised Restaurant shall serve all menu items and brands specified by BKC, and shall not serve any items that are not set forth in the MOD Manual or otherwise authorized and approved by BKC in writing. The Franchisee shall adhere to all specifications contained in the MOD

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Manual or as otherwise prescribed by BKC as to ingredients, storage, handling, method of preparation and service, weight and dimensions of products served, and standards of cleanliness, health, and sanitation. All food, drinks, and other items will be served and sold in packaging that meets BKC's specifications. Only food, paper products, packaging and supplies from sources approved by BKC (which expression includes sources of both product and distribution) shall be used in the Franchised Restaurant.

5.8 HOURS OF OPERATION. Subject to the provisions of Paragraph 2.4 above, or unless otherwise authorized or directed by BKC the entire Franchised Restaurant shall be open for business a minimum of the hours indicated on SCHEDULE 1 daily, seven (7) days a week, except where prohibited by law or government regulation. BKC recognizes that considerations peculiar to the location of the Franchised Restaurant may make it necessary to alter the aforesaid hours of operation, and BKC will not unreasonably withhold its consent to do so.

5.9 UNIFORMS. All employees at the Location shall wear uniforms previously approved by BKC as meeting the design, color and specification as are from time to time prescribed by BKC.

5.10 ADVERTISING AND PROMOTION MATERIALS. Only such advertising or promotional materials, slogans or other items as are authorized by BKC in writing prior to use shall be used, sold, or distributed, and no display or use of the Burger King Marks shall be made without the prior written permission of BKC. All materials on which Burger King Marks are used shall bear such notice of registration or license legend as BKC may specify. The Franchisee agrees to comply with the advertising and promotional standards established from time to time by BKC.

5.11 INTERFERENCE WITH EMPLOYMENT RELATIONS OF OTHERS. The Franchisee will not attempt, directly or indirectly, to entice or induce any employee of BKC or of an Affiliate of BKC or of another franchisee of BKC to leave such employment, nor to employ such employee within six (6) months after his or her termination of employment with such employer, except with the prior written consent of such employer.

5.12 IMPROVEMENTS. The Franchisee shall notify BKC of any potential improvements or new features which it identifies as capable of benefitting the Burger King System. The Franchisee shall not use potential improvements or new features at the Franchised Restaurant unless authorized by BKC in writing and at its sole discretion, but BKC is under no obligation to authorize such use. The Franchisee acknowledges and agrees that all such potential improvements and new features shall become the exclusive property of BKC without payment of any consideration to the Franchisee, and BKC is free to evaluate such potential improvements or new features in its own restaurants and introduce any such improvements or new features into the Burger King System for the benefit of BKC

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and other franchisees. The Franchisee agrees to execute any additional documents which BKC may deem necessary to effect or perfect the provisions of this Paragraph 5.12.

5.13 SELF-AUDIt. The Franchisee shall participate in any self-audit scheme which may from time to time form part of the Burger King System.

5.14 HEALTH PROBLEMS. The Franchisee shall immediately notify BKC of any actual or suspected occurrence of any serious communicable disease or infection at or among staff or customers at the Franchised Restaurant.

5.15 RIGHT OF ENTRY, INSPECTION AND CLOSURE. BKC shall have the unrestricted right to enter the Franchised Restaurant to conduct such reasonable activities as it deems necessary to ascertain compliance with this Agreement. The inspections may be conducted without prior notice at any time when the Franchisee or any one of its responsible employees or representatives is at the Franchised Restaurant. The inspections shall be performed in a manner which minimizes interference with the operation of the Franchised Restaurant. BKC may require the removal of any items which do not comply with this Agreement at the Franchisee's cost. In the event that BKC identifies, or reasonably suspects the existence of, any significant risk to health or safety in any aspect of the operation at the Location, BKC may require the Franchisee immediately to close the Franchised Restaurant until the hazard as been eliminated. BKC shall specify the grounds for taking such action and such steps if any a it believes are necessary to eliminate the hazard and shall cooperate with the Franchisee to enable the Franchisee to re-open the Franchised Restaurant as soon as possible.

5.16 SOURCES OF SUPPLY.

5.16.1 AUTHORIZED SUPPLIERS. BKC may require that any item required for or used in the operation of the Franchised Restaurant shall be previously approved by BKC in its sole and absolute discretion and that the supplier and distributor of such items also be previously approved by BKC in its sole and absolute discretion. The Franchisee shall in such case purchase only from BKC authorized suppliers and distributors. Should the Franchisee propose an alternative supplier and distributor, BKC shall evaluate such supplier and distributor against its then-current criteria, as established by BKC in its sole discretion, and either approve or disapprove such supplier and distributor. Any supplier and distributor proposed by the Franchisee may be required to sign a suitable confidentiality undertaking before BKC's confidential specifications are disclosed. In approving or disapproving suppliers and distributors, the Franchisee acknowledges and agrees that BKC may devote such resources and time as BKC may reasonably determine is necessary to evaluate any such supplier or distributor in its sole discretion. BKC agrees that it will apply those criteria in good faith toward the Franchisee. If BKC denies the Franchisee's request for approval of a supplier or distributor BKC shall advise the Franchisee of the reasons for its decision. If BKC fails to approve or deny the Franchisee's

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request for approval of a supplier or distributor within thirty (30) business days then approval shall be deemed to have been given. Approval of any suppler or distributor by BKC is subject to revocation in its sole discretion.

5.16.2 SELF-SUPPLY. Franchisee may, upon prior written notice to BKC, invest in BKC approved suppliers and/or distributors to the Franchised Restaurant or request approval from BKC to become an approved supplier and/or distributor to the Franchised Restaurant. BKC shall not unreasonably withhold its approval of the Franchisee as a supplier and/or distributor to the Franchised Restaurant and/or other Burger King Restaurants. Franchisee expressly acknowledges and agrees, however, that the Franchisee must meet all of BKC's then current conditions for supplier and/or distribution agreements.

5.16.3 LIMITS ON BKC RESPONSIBILITY. BKC shall NOT be responsible for the following:

(a) Arranging, assuring, or facilitating the delivery or availability o labor, food, paper, equipment, furniture, fixtures, or any other goods or services in connection with the operation of the Franchised Restaurant.

(b) Arranging, assuring, or facilitating the delivery or availability of labor, food, paper, equipment, furniture, fixtures or any other goods or services in connection with the operation of the Franchised Restaurant at a reasonable or at any other particular cost (whether stated as a percentage of sales or otherwise to the Franchised Restaurant or to the Franchisee).

5.16.4 FRANCHISEE'S RESPONSIBILITIES. Franchisee shall be responsible for locating and submitting to BKC for approval, pursuant to Section 5.16.1 above, suppliers and distributors capable of manufacturing and/or delivering all BKC required goods and services to the Franchised Restaurant on a consistent and reliable basis.

6. SERVICES TO FRANCHISEE.

6.1 SERVICES PROVIDED BY BKC. BKC, its designee or an Affiliate of BKC shall periodically advise and consult with the Franchisee in connection with the operation of the Franchised Restaurant and shall provide to he Franchisee:

(a) The MOD Manual, including all revisions and updates thereto, which will be loaned to the Franchisee for the term of this Agreement. The loaned copy of the MOD Manual and other specifications, standard and operating procedures furnished by BKC shall be written in English, and any translation to another language shall be at the Franchisee's responsibility and cost.

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Franchisee shall translate the MOD Manual into the native language of the employees at the Franchised Restaurant upon request by BKC. The delivery of a copy of the MOD Manual, including all revisions and updates thereto, by BKC to the Franchisee satisfies and fulfills any obligation BKC may be deemed to have to provide the Franchisee with use of the Burger King System or expertise regarding he Burger King System.

(b) A representative of BKC who shall make not less than two (2) one day visits to Poland per annum to provide the Franchisee with any requested reasonable operations or marketing guidance and advice. Franchisee shall have the option to participate, at its sole cost and expense, in any additional training pro grams offered by BKC to other franchisees generally. Such training programs shall be at locations designated by BKC.

(c) Communication of new developments, techniques and improvements of BKC which BKC deems in its sole discretion to be relevant to the operation of the Franchised Restaurant and which BKC may otherwise make available to all other franchisees in Europe.

6.2 SERVICES NOT PROVIDED BY BKC. The Franchisee acknowledges and agrees that compliance by BKC with its obligations under Section 6.1 above shall satisfy all obligations of BKC to provide operational, marketing, and other support to the Franchisee, and that any other support provided by BKC shall be at BKC's sole discretion. The Franchisee further acknowledges and agrees that BKC shall have no obligation with regard to the establishment, development and for maintenance of consumer awareness or recognition of the Burger King Marks, Restaurants or System.

6.3 OPTIONAL SERVICES. BKC may, but shall under no circumstances be required to, offer the following services and/or assistance to Franchisee, in BKC's sole discretion:

(a) If requested by Franchisee, BKC may, at its sole and absolute discretion, provide Franchisee with a pre-opening training program at Franchisee's sole cost and expense at whatever location BKC may designate in its sole discretion.

(b) If requested by Franchisee, BKC may, in its sole and absolute discretion, provide Franchisee with pre-opening and opening supervision and assistance by personnel of BKC, its designee or an Affiliate of BKC at Franchisee's sole cost and expense at whatever location BKC may designate in its sole discretion.

7. LOCATION.

7.1 EXCLUSIVE PURPOSE. During the term of this Agreement the Location shall be used exclusively for the purpose of operating a Burger King Restaurant.

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7.2 DAMAGE TO FRANCHISED RESTAURANT. In the event of the building being damaged or destroyed by fire or any other peril, or required to be repaired or altered by any competent authority, the Franchisee shall at its own expense repair or reconstruct the building within a reasonable time to reflect the then Current Image of Burger King Restaurants, having first submitted to BKC all plans and specifications related thereto for prior approval. Where the Franchised Restaurant is insured by a person other than the Franchisee, the Franchisee's obligations shall be limited to taking such steps as are reasonably available to the Franchisee to assure that any insurance moneys ar paid out in accordance with this subparagraph. Notwithstanding the foregoing, if (a) the building is leased, (b) the Franchisee is prohibited under the terms of the applicable lease from repairing or reconstructing the building as provided above, and (c) the Franchisee has exhausted its best efforts to convince the landlord to consent to such repair or reconstruction, then the Franchisee shall be released from its obligations under this Paragraph 7.2 and this Agreement shall terminate.

8. TRAINING AND STAFFING.

8.1 PRE-OPENING TRAINING. Before the Franchised Restaurant opens, the Director of Operations and such members of the Franchisee's staff charged with the responsibility for the day to day operation of the Franchised Restaurant as BKC may determine must have successfully completed BKC's training program at such location in the U.S. or elsewhere as may be designated by BKC. Such members of t e Franchisee's restaurant staff as BKC may determine shall undertake and complete continuing raining programs from time to time as may be directed by BKC in order to implement current operational standards. There shall be no charge for participation in the training programs, but the Franchisee shall be responsible for all travel and living expenses, all compensation of the Franchisee's employee while enrolled in the training program, and any other personal expenses incurred.

8.2 NEW DIRECTOR OF OPERATIONS. Any new Director of Operations as BKC may approve shall successfully complete the above program before taking up such position.

8.3 TRAINING PROGRAM. The Franchisee shall implement a training program for Franchised Restaurant employees in accordance with training standards and procedures prescribed by BKC and shall staff the Franchised Restaurant at all times with a sufficient number of trained employees including the minimum number of managers required by BKC who have completed BKC's training program at an accredited location.

9. ROYALTY AND ADVERTISING CONTRIBUTION.

9.1 ROYALTY.

9.1.1 PAYMENT OF ROYALTY. Except as otherwise provided in Section 5 3 of the Development Agreement, by the fifteenth (15th) day of each month, the

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Franchisee shall deliver to BKC a return of Gross Sales for the preceding month and pay to BKC or its designee a royalty for the use of the Burger King Marks an the Burger King System calculated by applying the percentage set forth in SCHEDULE 1 against the Gross Sales for the preceding calendar month. All royalties shall be paid by the Franchisee to BKC or its designee in United States currency into such bank account in the United States of America or elsewhere as BKC shall designate by prior written notice to the Franchisee. Such payments shall be made by such method as BKC may from time to time stipulate including direct debit, in accordance with applicable law. Each conversion from local currency to United States currency shall be at the maximum selling rate of exchange quoted by Citibank, N.A. in New York, New York, U.S.A., or at the

maximum selling rate of a nationally recognized bank in the country where the Franchised Restaurant is located, at the sole discretion of BKC, as of the last bank trading day of the month on which the royalty payment is based. The Franchisee will, at its expense, make all necessary and appropriate applications to such governmental authorities as may be requested by BKC or as may be required for transmittal and payment of United States currency to BKC.

9.1.2 INABILITY TO REMIT ROYALTY. In the event that the Franchisee shall at any time be prohibited from making any payment in the United States and in United States currency, the Franchisee shall immediately notify BKC of this fact and such payment shall thereupon be made at such place and in such currency as may be selected by BKC and acceptable to the appropriate governmental authorities of the country in which the Franchised Restaurant is located, all in accordance with remittance instructions furnished by BKC. If, having pursued every reasonable endeavor, the parties are thereafter unable to secure any method of payment to BKC as required in Subparagraph 9.1.1 above, then BKC may, in its sole discretion, either (a) accept subsequent payments in a manner and currency acceptable to BKC in its sole discretion, or (b) by one-hundred eighty (180) days prior written notice to the Franchisee, immediately terminate this Agreement without any claim being mad by either party against the other in respect to such termination. The acceptance by BKC of; ny payment pursuant to Subparagraph 9.1.2(a) above shall not excuse the Franchisee from its obligation to pay all subsequent payments as required under Subparagraph 9.1.1 and BKC remain free to exercise its right under Subparagraph 9.1.2(b) as each monthly royalty payment comes due.

9.2 ADVERTISING AND SALES PROMOTION.

9.2.1 FRANCHISEE'S ADMINISTRATION OF AD FUND. Pursuant to the terms of the Ad Fund Agreement dated March 14, 1997 between the Franchisee and BKC, the Franchisee shall expend monthly, in the country where the Franchised Restaurant is located, monies for advertising, sales promotion and public relation services for he benefit of Burger King Restaurants in the country where the Franchised Restaurant is locate, including creative, production, media and clearance costs of advertising and sales promotion materials, and marketing

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research expenses directly related to the development and evaluation of the effectiveness of advertising and sales promotion. (SUBJECT TO A PENDING REQUEST FOR CONFIDENTIAL TREATMENT)

9.2.2 BKC'S RIGHT TO ADMINISTER FUNDS. Notwithstanding the language in Subparagraph 9.2.1 above, BKC and the Franchisee agrees that, in the event BKC develops company-owned Burger King Restaurants directly or through a subsidiary or joint venture in the country where the Franchised Restaurant is located or franchises Burger King Restaurants in the country where the Franchised Restaurant is located to someone other than the Franchisee, BKC shall have the right to terminate the Ad Fund Agreement pursuant to its terms and require that the Franchisee pay to BKC or its designee by the fifteenth (15th') day of each month, in the currency of the country where the Franchised Restaurant is located an amount equal to the amount calculated by applying the advertising percentage stated in SCHEDULE 1 to the Gross Sales for the preceding calendar month. Any monies received by BKC under this Subparagraph shall be administered by BKC as provided in Subparagraph 9.2.3 below. In the event BKC requires and the Franchisee makes these payments, the direct expenditure obligation of Subparagraph 9.2.1 above will be deemed fully satisfied.

9.2.3 ADMINISTRATION. Any amounts received by BKC pursuant to Subparagraph 9.2.2 above, less administrative expenses and any applicable taxes, will be combined with payments from other Burger King Restaurants to form an ad fund which will be used for (a) market research expenditures directly related to the development and evaluation of the effectiveness of advertising and sales promotions, (b) creative, production and other costs incurred in connection with the development of advertising sales promotions and public relations, both in the market area of the Franchised Restaurant as reasonably defined from time to time by BKC, and on a national basis and (c) various methods of delivering the advertising or promotional message, including without limitation, television, radio, outdoor and print. The allocation of the Advertising Contribution between international, national, regional, and local expenditures shall be made by BKC in its sole business judgment. All general and administrative expenses and overhead associated with the ad fund, including salaries of relevant BKC employees, shall be paid out of the assets of the ad fund. The Franchisee is encouraged to participate in the planning of advertising, sales promotions and public relations for the Franchised Restaurant, but all expenditures for such matters shall be the sole discretion of BKC. In addition to the percentage of Gross Sales, the Franchisee agrees to transfer to BKC or its designee for inclusion in the market fund all advertising or promotional allowances given by suppliers of products which are sold in the Franchised Restaurant uncle a brand name. Such payment to be made to BKC or its designee by the fifteenth (15th) day of the month following receipt of the said allowance. The market fund will be run by BKC directly or by delegation to its designee.

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9.2.4 COMPLIANCE WITH LAWS AND POLICIES. The Franchisee agrees to adhere to all applicable statutory regulations and to KC's advertising, sales promotion and public relations standards and all advertisements and other material published, circulated or exhibited shall first be approved by BKC. The Franchisee agree immediately to remove or discontinue the use of any objectionable advertising material upon receiving notice from BKC.

9.3 GROSS SALES. The term Gross Sales as used in this Agreement includes all sums charged for goods, merchandise, or services sold at or from the Location. The sale of Burger King products away from the Location is not authorized; however, should any such sales be approved in the future, they will be included within the definition of Gross Sales. Gross Sales shall not include any value added tax, turnover tax, or any similar tax collected by the Franchisee from customers based upon sales.

9.4 INTEREST AND ATTORNEY'S FEES. The Franchisee shall pay to BKC interest (in U.S. dollars in the United States) upon any sum overdue under this Agreement, calculated at three (3) percent per annum above the prime rate of merest charged by Citibank, N.A., against the overdue sum expressed in U.S. dollars. By way of exception, any overdue sum required to be paid in a currency other than U.S. dollars shall bear merest at three (3) percent per annum above the base lending rate of any nationally recognized bank within the relevant country designated by BKC. Nothing in this paragraph is meant to require the Franchisee to pay interest at a rate greater than that allowed by applicable law and, in the event that this paragraph would have such an effect, the Franchisee shall only be required to pay interest at the maximum rate allowable by law. If an excess amount is inadvertently collected, it shall be applied to reduce the amounts due under Subparagraph 9.1.1 above. The Franchisee shall pay all costs, including reasonable attorney's fees, incurred by BKC in enforcing the tern s of this Agreement.

10. ACCOUNTING PROCEDURES; RIGHT OF AUDIT.

10.1 ACCOUNTING. The Franchisee agrees to keep complete records of the business and shall furnish BKC with monthly and fiscal year-to-date profit and loss statements for the Franchised Restaurant in the format prescribed by BKC. The Franchisee shall also submit to BKC quarterly balance sheets for the Franchisee itself and not merely of the Franchised Restaurant, the first of which shall be for the period ending forty-five (45) days after the expiration of the first calendar quarter after the Franchised Restaurant opens. All profit and loss statements and balance sheets shall be submitted to BKC within fifty-five (45) days after the end of the period covered by the report in a form acceptable to BKC. In addition, the Franchisee shall submit to BKC copies of tax returns relating to the Franchisee's sales at the Franchised Restaurant at the same time the returns are filed, and such other records as BKC may reasonably request from time to time.

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10.2 ANNUAL FINANCIAL STATEMENT. Within ninety (90) days after the close of each fiscal year and at any time on request, the Franchisee shall submit a full disclosure of all shareholders in the Franchisee, and of all persons with an interest in the Franchised Restaurant. ln addition, the Franchisee shall furnish an annual financial statement for the Franchisee and not merely the Franchised Restaurant, which statement shall be certified by a Certified Public Accountant or equivalent.

10.3 AUDITS. The Franchisee agrees that BKC or its representatives, at BKC's expense shall, at all reasonable times, have the right to examine or audit the books and accounts of the Franchisee. The Franchisee shall retain sales records for a period of at least twenty-four (24) months. In the event the reported Gross Sales are less than the actual Gross Sales, the Franchisee shall make an additional payment to BKC in the amount of the discrepancy. In the event that the discrepancy exceeds two percent (2%), th Franchisee shall also reimburse BKC for all costs of the audit including travel, lodging and wages.

10.4 RELEASE OF FINANCIAL INFORMATION. BKC is authorized to release financial and operational information on the Franchised Restaurant as part of any disclosure of information on the Burger King System in the country where the Franchised Restaurant is located or on the Burger King System as a whole. Except as required by law or regulation, BKC shall not specifically identify the Franchised Restaurant to which this information relates.

10.5 POLLING.

10.5.1 POS SYSTEMS. The Franchisee shall at all times operate at the Franchised Restaurant POS systems previously approved by BKC as meeting its performance standards and other criteria including compatibility with BKC's

polling standards, provided that such POS system operates in accordance with applicable law. BKC shall have the right to call upon the Franchisee to upgrade the POS systems as BKC may deem necessary or desirable in the interest of proper administration of restaurants operating under the Burger King System, and the Franchisee shall comply with such requirement within such reasonable time as may be specified by BKC. Such authorized POS systems shall at all times be used to record and process such information as BKC may from time to time require, and such information shall be maintained in such format and kept available for access by BKC on such POS system for such minimum period as BKC may require. The Franchisee she effect the polling operation at such time or times as may be required by BKC, but BKC may itself initiate polling whenever it deems appropriate. BKC shall have no obligation to provide Franchisee with information, consultation or advice concerning POS systems or accounting or other financial systems for the operation of Franchisee's business.

10.5.2 AUTHORIZED POLLING. The Franchisee shall permit BKC or its duly authorized agents at all times and from time to time to poll any

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information contained in such POS system. For the purposes of this Agreement the term poll or polling means any process acceptable to BKC by which information o data may be transmitted from a POS system operated by the Franchisee or its agents into a computer or system operated by BKC, it agents or Affiliates. If for any reason polling is not practicable, BKC may require the Franchisee to download such information into machine readable form compatible with the system operated by BKC, its agents or Affiliates and to derive such information to BKC by such method and within such timescale as BKC may reasonably determine.

10.5.3 OTHER INFORMATION. The Franchisee shall if requested and as long as polling is not possible provide to BKC such information as BKC may from time to time require regarding product volumes and production.

11. LIMITATIONS OF FRANCHISE.

11.1 TRADEMARKS, TRADE NAMES, SERVICE MARKS AND TRADE SECRETS.

11.1.1 REGISTRATION ASSISTANCE BY FRANCHISEE. The Franchisee shall, upon request and at no expense to the Franchisee assist BKC in perfecting and obtaining registration of unregistered Burger King Marks.

11.1.2 OWNERSHIP. The Franchisee acknowledges that ownership of all right, title and interest to the Burger King System and the Burger King Marks (registered and unregistered) is and shall remain vested solely in BKC. The Franchisee acknowledges the uniqueness of the Burger King System an that the Franchisee has had no part in its creation or development, no prior knowledge of, and no proprietary or other rights or claims in or to any element of the Burger King System or the Burger King Marks.

11.1.3 CONFIDENTIALITY OF TRADE SECRETS. The Franchisee agrees that all materials made available to the Franchise and all disclosures made to the Franchisee, and not to the general public, by or at the direction of BKC at any time before or during the term of this Agreement, including the MOD Manual in its entirety and any translations thereof, are to be considered trade secrets of BKC for purpose of this Agreement and shall be kept confidential and used by the Franchisee only in the operation of the Franchised Restaurant and other licensed Burger King Restaurants. The Franchise agrees not to divulge any of the trade secrets to any person other than the Franchisee's employees and then only to the extent necessary for the operation of the Franchised Restaurant, an d not to permit anyone to reproduce, copy or exhibit any portion of the MOD Manual or any other confidential or proprietary information received from BKC, except for translating from English to the language of the country in which the Franchised Restaurant is located, if the Franchisee's employees cannot read and understand English.

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11.1.4 REGISTERED USER AGREEMENTS. The Franchisee shall, whenever requested by BKC, enter into one or more Registered User Agreements authorizing and permitting the use of the Burger King Marks as provided in this Agreement and to execute any documents and/or do such things as are requested to assist BKC in connection with registration of any Registered User Agreement. Nothing in any Registered User Agreement shall be construed as giving the Franchisee the right to transfer or sublicense the Franchisee's right to use the Burger King Marks.

11.1.5 NO IMPAIRMENT OF MARKS. The Franchisee will not directly or indirectly, at any time during the term of this Agreement or thereafter, do or cause to be done any act or thing disputing, attacking or in any way impairing the validity of and BKC's right, title or interest in the Burger King Marks and the Burger King System.

11.1.6 ASSIGNMENT OF RIGHTS IN MARKS. The Franchisee hereby assigns to BKC such rights (if any) as the Franchisee may hereafter acquire in any of the Burger King Marks or the Burger King System and shall execute such documents and do such acts at the cost of BKC as may be necessary to perfect such assignment.

11.1.7 INFRINGEMENT, ETC. The Franchisee shall immediately notify BKC of all infringements or imitations of the Burger King Marks which come to the Franchisee's attention, and all challenges to the Franchisee's use c f any of the Burger King Marks. BKC will take such action as it in its sole discretion deems appropriate to prevent unauthorized persons from using the Burger King Marks. The Franchisee agrees to cooperate in the prosecution of any action to prevent the infringement, imitation, illegal se or misuse of the Burger King Marks or the Burger King System and agrees to be named as a party in any such action if so requested by BKC. BKC agrees to bear the legal expenses and costs incidental to the Franchisee's participation in such action except for the cost and expenses of the Franchisee's personal legal counsel if the Franchisee elects to be represented by counsel of the Franchisee's own choosing. The Franchisee shall not institute any legal action or other kind of proceeding based upon Burger King Marks or the Burger King System without the prior written approval of BKC.

11.1.8 REGISTERED MARKS. BKC represents that the marks listed on Exhibit A are registered or applied for, but makes no expressed or implied warranty with respect to the validity of any of the Burger King Marks. The Franchisee accepts that the Franchisee may conduct business utilizing some Burger King Marks which have not been registered and that registration may not be granted for the unregistered marks and that some of the Burger King Marks may be subject to use by third parties unauthorized by BKC.

11.1.9 FRANCHISEE NAME. In the adoption of a trade, corporate or partnership name, the Franchisee shall not use any of the Burger King Marks, any variations or abbreviations or any words confusingly similar to any of the Burger King Marks.

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11.1.10 REGISTRATION OF AGREEMENT. If local law requires the registration or recordation of this Agreement with any local governmental agency, administrative board or banking agency, Franchisee shall request BKC's consent to do so. If BKC grants its consent, Franchise shall effectuate such registration(s) or recordation(s) at its sole cost and expense in strict compliance with local laws as soon as possible.

11.2 INDEPENDENT CONTRACTOR.

11.2.1 NO AGENCY. The franchisee is an independent business entity and is not an agent, partner, joint venture, representative, or employee of BKC, and no express or implied fiduciary relationship exists between the parties. The Franchisee shall not attempt to bind or obligate BKC in any way nor shall the Franchisee represent that the Franchisee has any right to do so. BKC shall have no control over the terms and conditions of employment of the Franchisee's employees.

11.2.2 PUBLIC NOTICE OF INDEPENDENCE. In all public records and in the Franchisee's relationship with other persons, on stationery, business forms and cheques, the Franchisee shall indicate the independent ownership of the Franchised Restaurant and that the Franchisee is a licensee of BKC. The Franchisee shall exhibit on the Location in such places as may be designated by BKC, a notification that the Franchised Restaurant is operated by an independent operator under license from BKC.

12. UNFAIR COMPETITION. The Franchisee agrees, during the term of this Agreement and thereafter, not to directly or indirectly engage in the operation of any restaurant, except as licensed by BKC, which utilizes or duplicates the Burger King System or any part thereof.

13. INSURANCE, INDEMNIFICATION.

13.1 GENERAL LIABILITY INSURANCE. Franchisee agrees to carry at its expense during the Term of this Agreement Comprehensive General Liability insurance, including Products Liability and Broad Form Contractual Liability, in an amount which is at all times the local equivalent of not less than One Million U.S. Dollars (U.S. $1,000,000.00) per occurrence for bodily injury and Five Hundred Thousand U.S. Dollars (U.S. $500,000.00) per occurrence for property damage, or in such increased amounts as BKC may reasonably request from time to time during the Term of this Agreement. Each policy will name BKC, and its subsidiaries, affiliated and parent companies as an additional insured, and will provide hat the policy cannot be canceled without thirty (30) days prior

written notice to BKC, will insure against the liability of BKC for both its and Franchisee's acts or omissions, and will insure the contractual liability of Franchisee under paragraph 13.3 Additionally, Franchisee agrees to carry, at Franchisee's expense, umbrella coverage in an amount which is at all times the equivalent of One Million U.S. Dollars (U.S. $1,000,000) over the basic

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Comprehensive General Liability insurance per restaurant; except that if Franchisee owns more than ten (10) Burger King Restaurants, the umbrella coverage applicable to all such restaurants need not exceed an mount which is at any time in excess of the equivalent of Ten Million U.S. Dollars (U.S. $10,000,000). The insurance afforded by the policy or policies respecting liability shall not exclude claims, actions or demands brought in the United States or anywhere else outside the country in which the Franchised Restaurant is located and shall not be limited in any way by reason of any insurance which may be maintained by BKC prior to the Commencement Date, Franchisee shall furnish to BKC Certificates of Insurance reflecting that the insurance coverage is in effect pursuant to the terms of this Agreement. All policies shall be renewed, and a renewal Certificate of Insurance mailed to BKC at its main office, or at such other location as may be specified by BKC prior to the expiration date of the policies. This obligation of Franchisee to maintain insurance is separate and distinct from its obligation to indemnify BKC under the provisions of Paragraph 13.3 and shall not be affected by reason of the negligence of or a claim of negligence against BKC.

13.2 WORKERS COMPENSATION, ETC. Franchisee agrees to participate in any governmental Worker's Compensation Program, unemployment insurance program, hospitalization program and any other similar program which may be required by the laws of the country where the Franchised Restaurant is located.

13.3 INDEMNITY. Franchisee is responsible for all losses or damages and contractual liabilities to third persons arising out of or in connection with possession, ownership or operation of the Franchised Restaurant, and for all claims or demands for damages to property or for injury, illness or death of persons directly or indirectly resulting therefrom. Franchisee agrees to defend, indemnify and save BKC, and its subsidiaries, affiliated and parent companies harmless of, from and with respect to any such claims, demands, losses, obligations, costs, expenses, liabilities, debts or damages, unless they are caused by the gross negligence of BKC itself BKC's right to indemnity under this Agreement shall arise and be valid notwithstanding that joint or concurrent liability may be imposed on BKC by statute, ordinance, regulation or other law. The indemnification of BKC by Franchisee for Franchisee's own negligence, acts or omissions, shall not be limited by the amount of insurance required under Paragraph 13.1, nor upon a claim that BKC is responsible for Franchisee's act or omissions or that Franchisee was acting in the capacity of an agent of BKC. This indemnity obligation shall include, but not be limited to, claims related to the employment of Franchisee's employees. This obligation of Franchisee to indemnify and defend BKC is separate and distinct from its obligation to maintain insurance under the provisions of Paragraph 13.1.

BKC shall notify Franchisee of any claims, and Franchisee shall be given the opportunity to assume the defense of the matter, however, BKC shall have the right to participate in the defense of any claim or action against it which is assumed by Franchisee, at BKC's own cost and expense. If Franchisee fails to assume the defense, BKC may defend the action in the manner it deems

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appropriate, and Franchisee shall pay to BKC all costs, including attorney's fees, incurred by BKC in effecting such defense, in addition to any sum which BKC may pay by reason of any settlement or judgment against BKC. No settlement of any claim against BKC shall be made by Franchisee which is in excess of the amount of insurance referred to in Paragraph 13.1 or which would subject BKC to liability in any amount not covered by such insurance without the prior written consent of BKC. Any final judicial determination of the negligence of BKC in an amount in excess of the policy limits of insurance required under Paragraph 13.1 shall be the responsibility of BKC.

14. TAXES.

14.1 PAYMENT WHEN DUE. The Franchisee shall pay when due all taxes levied or assessed by reason of the Franchisee's possession, ownership or operation of the Franchised Restaurant or items loaned to the Franchisee by BKC including any value added tax. In the event of any bona fide dispute as to the liability for a tax assessed against it, the Franchisee may contest the validity or the amount of the tax in accordance with the procedures of the taxing authority, however, the Franchisee shall not permit a tax sale or seizure against the premises or

equipment.

14.2 WITHHOLDING TAXES. lt is understood and agreed by the parties that any and all tax liabilities arising out of this Agreement will be paid by the party owing such taxes. ln the event that BKC incurs withholding tax liability in the country in which the Franchised Restaurant is located as a result of the franchise fee or the royalty payments set forth above, it shall be the responsibility and obligation of the Franchisee to withhold from such franchise fee or royalty payments such withholding taxes as are required by law. The Franchisee shall provide BKC with corresponding receipts from the relevant taxing authorities to evidence such payments or amounts withheld. Taxes, such as income taxes of the Franchisee, which are based on profits from operation of the Franchised Restaurant are the sole responsibility of the Franchisee.

14.3 ELECTION. Where the law permits an election regarding the treatment of any supply or deemed supply under this Agreement for the purposes of any value added or other tax chargeable thereon, the Franchisee shall make or join in any such election as BKC may from time to time require.

15. DISPOSAL.

15.1 TRANSFER OF LNTEREST BY FRANCHISEE. Except with the prior written consent of an authorized officer of BKC, Franchisee shall not (a) directly or indirectly sell, assign, convey, give away, mortgage, pledge, hypothecate, charge, or otherwise transfer or encumber its rights or obligations under this Agreement, or assign any of Franchisee's rights or delegate any of its duties hereunder; (b) sell, issue, offer, transfer, convey, give away, or otherwise

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grant or deliver any additional equity interests in the Franchisee, or (c) sell, assign, transfer, convey, or give away substantially all of the assets of the Franchised Restaurant.

15.2 TRANSFER OF INTEREST BY PRINCIPALS. Except with the prior written consent of an authorized officer of BKC, no Principal shall directly or indirectly sell, assign, convey, give away, mortgage, pledge, hypothecate, charge, or otherwise transfer or encumber any legal or beneficial equity interest in Franchisee.

15.3 NOTICE OF PROPOSED TRANSFER. Any proposed transferor shall notify BKC in writing of any proposed transfer of an interest referred to in Paragraph 15.1 or 15.2, as applicable, before the proposed transfer is to take place, and shall provide such information and documentation relating to the proposed transfer as BKC may reasonably require.

15.4 RIGHT OF FIRST REFUSAL.

15.4.1 NOTICE; EXERCISE OF OPTION. In the event Franchisee or the Principals wish to accept a bona fide offer from a third party to purchase all or substantially all of the assets constituting the Franchised Restaurant or of the majority of the voting stock of the Franchisee, the proposed transferor(s) shall give BKC written notice setting forth the name and address of the prospective purchaser, the price and terms of the offer together with a franchisee application completed by the prospective purchaser, a copy of the Purchase and Sale Agreement, executed by both the seller and purchaser, and all exhibits, copies of any real estate purchase agreement or agreements, proposed security agreements and related promissory notes, assignment documents, and any other information that BKC may request in order to evaluate the offer. BKC or its designee shall then have the prior option to purchase the interests covered by the offer at the price and upon the same terms of the offer. If the consideration is not money, the purchase price shall be the cash equivalent of the fair market value of the consideration. BKC shall have twenty (20) business days after receipt of the notice of offer and the furnishing of all reasonably requested information within which to notify Franchisee or the owners, as applicable, of BKC's intent to exercise its right hereunder. Silence on the part of BKC shall constitute rejection. If BKC rejects the offer, Franchisee shall have 90 days to sell the Franchised Restaurant upon the terms offered to BKC, subject to the approval of BKC a s required below. If the proposed sale includes assets of Franchisee not related to the operation of franchised Burger King Restaurants, BKC may, at its option, elect to purchase only the assets related to the operation of franchised Burger King Restaurants and an equitable purchase price shall be allocated to each asset included in the proposed sale. A bona fide offer from a third party includes any transfer, conveyance, assignment, consolidation, merger or any other transaction in which legal or beneficial ownership of the franchise granted by this Agreement is vested in other than the Franchisee.

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15.4.2 NO WAIVER. The election by BKC not to exercise its right of first refusal as to any offer shall not affect its right of first refusal as to any subsequent offer.

15.4.3 UNAUTHORIZED TRANSFER VOID. Any sale, attempted sale, assignment, or other transfer of the interests described in Subparagraph 15.4.1 without first giving BKC the right of first refusal described above shall be void and of no force and effect, and shall constitute an Event of Default under Paragraph 17.1(k).

15.4.4 SALE; BKC CONSENT. If BKC does not exercise its option under Subparagraph 15.4.1, Franchisee may conclude the sale to the purchaser who made the offer provided BKC's consent to the assignment or sale be first obtained as provided below.

15.5 BKC CONSENT TO TRANSACTION. BKC may impose reasonable conditions on its consent to the transfers contemplated in Subparagraphs 15.1 and 15.2 above. BKC is under no obligation to consent to the encumbrances contemplated in Subparagraphs 15.1 and 15.2 above, and may deny its consent to such encumbrances in its sole discretion.

15.5.1 TRANSFER OF SUBSTANTIALLY ALL ASSETS OR TRANSFER OF STOCK BY PRINCIPAL. Reasonable conditions in connection with (i) a transfer of the Franchisee's rights under this Agreement, the transfer of substantially all of the Franchisee's assets, or the delivery or grant of any additional equity securities, all pursuant to Subparagraph 15.1 above, or (ii) the transfer of the shares of the Franchisee pursuant to Subparagraph 15.2 above, shall include, without limitation, each of the following:

(a) All of the Franchisee's accrued monetary obligations to BKC and its Affiliates must be paid at the time of the transfer;

(b) The Franchisee must not be in default under this Agreement or any other agreement with BKC or its Affiliates at the time of transfer;

(c) The transferee (and, if applicable, all owners of the transferee), must complete BKC's then current franchisee application procedures and meet all of BKC's then current criteria for approval as a BKC franchisee, including financial, character, managerial, credit, operational, and legal standards;

(d) The transferee (and, if applicable, all owners of the transferee) must at BKC's option enter into (i) a written agreement, in a form acceptable to BKC, assuming (or guaranteeing) full performance of all obligations of the Franchisee under this Agreement, (ii) a substitute Franchise Agreement, for a term ending on the expiration date of this Agreement, in BKC's

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then current form, except that royalty and advertising contribution or expenditure rates shall be the same as are provided for in this Agreement, and (iii) such ancillary agreements as BKC may require;

(e) The Franchisee (and, if applicable, each owner of the Franchisee) must execute a general release, in a form acceptable to BKC, of any and all claims against BKC, its Affiliates, and their respective officers, directors, agents, and employees;

(f) The transferee, its Director of Operations, and its Restaurant Manager must complete, at the transferee's expense, any applicable orientation and training programs required by BKC at the time of transfer;

(g) BKC shall approve the terms and conditions of the sale which affect the sufficiency of cash flow from the business after payment of debt service necessary for reinvestment in the business for refurnishing, maintaining, and remodeling the Location;

(h) The transferor must pay the transfer fee set forth on SCHEDULE 1 in consideration of BKC's expenses in reviewing the proposed transfer;

(i) The transferee must meet with representatives of BKC in Miami, Dade County, Florida, U.S.A., or such other location as may be designated by BKC;

(j) The Franchisee shall execute all documents necessary to cancel the entries of the Franchisee as a registered user and shall cooperate with BKC in effecting the cancellation of entries with the relevant registry of the Franchisee as a registered user.

(k) The transferee shall, if BKC requests, enter into one or more registered user agreements authorizing and permitting the use of the

Burger King Marks referred to in the agreements.

(l) The transferor shall be jointly and severally liable with the transferee (and, if applicable, each owner of the transferee) to BKC for future royalty and advertising payments due under this Agreement if and so long as any part of the purchase money consideration remains owing from the transferee to the transferor.

15.5.2 SECURITIES OFFERINGS. Franchisee represents and agrees that:

15.5.2.1 COMPLIANCE WITH BKC REQUIREMENTS. In connection with any future offerings of debt or equity securities, Franchisee will comply with all of BKC's then current requirements with respect to such offerings. Without limiting the foregoing, in addition to BKC's then-current requirements

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applicable to BKC's franchisees and their principals (or owners) generally, the requirements applicable to Franchisee will include the following: immediate written notice to BKC of any proposed securities offering (which notice in any event shall be no later than the time when a proposed letter of intent, memorandum of understanding or similar document is exchanged with any person respecting the underwriting or placement of securities of the Franchisee); submission, before or simultaneously with submission to the U.S. Securities and Exchange Commission (SEC), (or similar governmental agency of any other jurisdiction in which securities are offered), of registration statements and/or prospectuses to BKC for review in connection with trademark usage, inclusion of disclaimers, and otherwise; the execution by the principals and by underwriters, if any, of certificates required by BKC, and the execution of the Franchisees and the Principals of an indemnity of BKC, its affiliates, agents, attorneys and employees against any liability arising from or in connection with the offering. Within ten (10) business days after BKC's receipt of a copy of a registration statement filed with the SEC and which BKC wishes to review, BKC shall furnish the Franchisee with its comments, if any, on the prospectus, provided that failure of BKC to comment shall not relieve the Franchisee of its obligations to include in every prospectus such disclaimers as are required by BKC. BKC's then-current general requirements for offerings of equity securities shall also apply to offerings of debt securities by the Franchisee unless and until separate requirements are articulated by BKC for debt and equity securities offerings.

15.5.2.2 SUBMISSION TO BKC. Franchisee shall simultaneously file with BKC all reports and other documents that Franchisee may be required to file with the SEC pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, or with, any governmental agency pursuant to the laws and regulations of any other jurisdiction in which securities are offered, as and when due.

15.5.2.3 REGISTRATION RIGHTS: SECONDARY OFFERINGS. Franchisee agrees that it will not grant additional registration rights or modify any registration rights previously granted without prior written notice to BKC. The Franchisee further agrees that if it is required to effect a registration pursuant to any registration rights previously granted, then, in connection with any secondary offering of securities pursuant to such registration, it shall comply with BKC's then-current requirements, policies and procedures in connection with such offering and, without limiting the foregoing, shall indemnify BKC from liability arising from or in connection with the Offering, in the same manner as would be required in connection with an offering of securities by the Franchisee.

15.5.2.4 BKC EXPENSES. The Franchisee must, in connection with any proposed offering of securities requiring the review or consent of BKC, agree to pay BKC for certain of BKC's internal and external costs in connection with its review of the proposed securities offering.

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15.5.3 CERTAIN EXCEPTIONS. Notwithstanding any other provision of this agreement, the Franchisee shall not be required to submit to BKC for its review and comment any S-3 or S-8 filing by the Franchisee with the SEC, and the Franchisee shall not be required to obtain the prior written consent of BKC in connection with an issuance of securities pursuant to an S-8 filing with the SEC so long as the securities issued pursuant to such filing represent, per offering: (i) through December 31, 1998, less than three (3%) percent of the

securities of that class issued and outstanding, and (ii) after December 31, 1998, less than one percent (1%) of the securities of that class issued and outstanding.

15.6 NO WAIVER. BKC's consent to a transfer shall not constitute a waiver of any claims it may have against the transferring party, nor shall it be deemed a waiver of BKC's right to demand exact compliance with any of the terms of this Agreement by the transferor or transferee.

15.7 DEATH OR MENTAL INCAPACITY OF PRINCIPAL. If the Principal is a natural person, upon the death or mental incapacity of a Principal, the executor, administrator, or personal representative of such Principal shall transfer the Principal's interest in Franchisee to a third party approved by BKC within a reasonable time after the Principal's death or mental incapacity. Transfers by devise or inheritance shall not be subject to BKC's right of first refusal under Paragraph 15.4 above, but shall be subject to the same conditions imposed on any INTER VIVOS transfer under Paragraph 15.5 above. All other transfers shall be subject to BKC's right of first refusal under Paragraph 15.4 above, or if such right is not exercised, the same conditions as may be imposed on any INTER VIVOS transfer under Paragraph 15.5 above. In the case of transfer by devise or inheritance, if the heir is not approved or there is no heir, the executor shall use best efforts to transfer the Principal's interest to another party approved by BKC within twelve (12) months from the date of the Principal's death. If the conveyance of the Principal's interest to a party acceptable to BKC has not taken place within the twelve (12) month period, BKC shall have the option, to purchase the Principal's interest at fair market value.

15.8 CORPORATE DOCUMENTS. The articles of incorporation, the bylaws and each stock certificate of the Franchisee must at all times provide that the issuance and transfer of shares in the Franchisee are restricted as provided above and may be done only in accordance with the terms and conditions of this Agreement.

15.9 ASSIGNMENT BY BKC. BKC may assign this Agreement to any person or company which acquires its Burger King business in the territory in which the Franchised Restaurant is located or a substantial part thereof, whether by outright acquisition or by way of a master franchise agreement.

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16. THE PRINCIPALS.

16.1 STOCK OWNERSHIP. The Principals represent and warrant to BKC that SCHEDULE 2 contains a complete list of their respective shareholdings in the Franchisee on the date of this Agreement and that, unless otherwise stated, the Principals are the beneficial owners of their respective shares.

16.2 COMPLIANCE BY PRINCIPALS. Each Principal shall comply with the covenants, terms, conditions and acknowledgments contained in the following sections as if it were the party named therein in place of the Franchisee: Section 11 (Limitations of Franchise); Section 12 (Unfair Competition); Section 15 (Disposal); and Section 18 (Restrictive Covenant).

Notwithstanding any other provision of this Agreement, including without Imitation Sections 15.1 and 15.5, so long as international Fast Food Corporation, (IFFC) is a Principal of the Franchisee, BKC will not unreasonably withhold its consent to the sale or issuance of additional equity securities in IFFC provided that IFFC has complied with all reasonable conditions then established by BKC in connection with the proposed sale or issuance of equity securities by IFFC.

16.3 GUARANTY. Each Principal hereby agrees to jointly, severally, and unconditionally guaranty the payment and performance of all debts, obligations and liabilities of the Franchisee to BKC arising pursuant to this Agreement, or any other agreement with BKC relating directly or indirectly to the Franchised Restaurant (the BKC Agreements), together with all costs of collection, compromise or enforcement, including reasonable attorneys' fees, incurred with respect to any such debts, obligations or liabilities or with respect to this or any other guaranty thereof or any bankruptcy proceeding or other similar action affecting the rights of the Franchisee's creditors generally (all of the foregoing being referred to collectively as the Obligations). This guaranty by the Principals shall continue in full force and effect until the Franchisee has fully paid and performed all of the Obligations. In connection with the guaranties set forth above (collectively, the Guaranties), each of the parties to this Agreement hereby agrees as follows:

(a) The Guaranties shall not be impaired by any modification, supplement, extension or amendment of the BKC Agreements or any of the Obligations, nor by any modification, release or other alteration of any of the Obligations hereby guaranteed, nor by any agreements or arrangements whatever with the Franchisee or any one else;

(b) The liability of each Principal is primary, direct and unconditional and may be enforced without requiring BKC first to resort to any other right, remedy or security;

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(c) No Principal shall have any right of subrogation, repayment, reimbursement or indemnity whatsoever, unless and until the Obligations are paid or performed in full and all debts owed by the Franchisee to any Principal are hereby subordinated to the Obligations;

(d) If any Principal should at any time die, become incapacitated, become insolvent or make a composition, trust mortgage or general assignment for the benefit of creditors, or if a bankruptcy proceeding or any action under a similar law affecting the rights of creditors generally shall be filed or commenced by, against o r in respect of any Principal, any and all obligations of that Principal shall, at BKC's option, immediately become due and payable without notice,

(e) If any payment or transfer to BKC which has been credited against any Obligation, is voided or rescinded or required to be returned by BKC, whether or not in connection with any event or proceeding described in Section 16.3(d), the Guaranties shall continue in effect or be reinstated as though such payment, transfer or recovery had not been made;

(f) Except as otherwise provided in this Agreement, each of the Guaranties shall be construed as an absolute, unconditional, continuing and unlimited obligation of each Principal without regard to the regularity, validity or enforceability of any of the Obligations, and without regard to whether any Obligation is limited, modified, voided, released or discharged in any proceeding under any law affecting the rights of creditors generally;

(g) Any termination of the Guaranties shall be applicable only to Obligations accruing after the termination or having their inception after the effective date of such termination and shall not affect Obligations having their inception prior to such date;

(h) The death or incapacity of any Principal hereunder shall not result in the termination of the Guaranties;

(i) Any and all present and future debts and obligations of the Franchisee to any Principal hereunder are hereby waived an id postponed in favor of and subordinated to the full payment and performance of the Obligations; and

(j) Each Principal waives to the greatest extent permitted by law: notice of acceptance hereof; presentment and protest of any instrument, and notice thereof; notice of default; notice of foreclosure; notice of any modification, release or other alteration of any of the Obligations or of any security therefor and all other notices to which any Principal might otherwise be entitled.

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17. DEFAULT AND EFFECTS OF TERMINATION.

17.1.1 EVENTS OF DEFAULT BY FRANCHISEE. Franchisee shall be in default under this Agreement upon the occurrence of any of the following events or conditions (individually, an Event of Default and collectively, the Events of Default):

(a) If the Franchisee fails to pay when due any amount owed to BKC under this Agreement, and does not cure such failure within ten (10) days of delivery of written notice of such failure.

(b) If the Franchisee fails to operate the Franchised Restaurant in full compliance with the terms of this Agreement and the MOD Manual (including without limitation the provisions regarding product specifications, cleanliness, health, sanitation and the use of the Burger King Marks), and does not cure such failure wh thin ten (10) days of delivery of written notice of such failure.

(c) If the Franchisee fails to maintain the Franchised Restaurant in conformance with the Current Image as required by Sections 5.3.1 and 5.3.2 hereof, or to remodel, improve and alter the Franchised Restaurant as required in Section 5.3.3 hereof, and does not cure such failure within ninety (90) days of delivery of written notice of such failure.

(d) If the Franchisee challenges the validity or ownership of

the Burger King Marks or BKC's ownership rights to the Burger King System.

(e) If the Franchisee fails to continuously operate the Franchised Restaurant as required by Section 2.4 of this Agreement.

(f) If the Franchisee fails to continuously occupy the Location throughout the term of this Agreement, unless such failure is attributable to a proper exercise of governmental authority.

(g) If the Franchisee should at any time become insolvent or make a composition, trust mortgage or general assignment for the benefit of creditors, or if a bankruptcy proceeding, receivership or any action under any similar law affecting the rights of creditors generally shall be filed or commenced by, against or in respect of the Franchisee or any portion of its property.

(h) If the Franchisee makes any materially false statement in connection with any report of Gross Sales or in any other financial statement required hereby, other than an obvious and unintentional error.

(i) If the Franchisee commits persistent breaches of the terms of this Agreement (whether or not material in isolation) after written

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notice of such breaches has been delivered by BKC, any three breaches occurring within a period of six months shall be deemed to constitute persistent breaches.

(j) If the Franchisee for any reason other than an improper act or breach by BKC ceases to be entitled to remain registered as a registered user of any of the Burger King Marks.

(k) If any events occur which are contrary to Section 15 hereof.

(l) If the Franchisee engages in activities prohibited by Section 12 (Unfair Competition) or Section 18 (Restrictive Covenant), or discloses any trade secrets of BKC in violation of Section 11 (Limitations of Franchise).

(m) If the Franchisee or any of its affiliates is in breach of any other obligation owed to BKC or any of its Affiliates whether under this or any other agreement.

(n) If the Franchisee has knowingly made false or misleading statements in order to obtain execution of this Agreement by BKC.

(o) If the Franchisee or any of its officers or directors is convicted of a criminal offense punishable by a term of imprisonment in excess of two (2) years.

(p) The Franchisee fails to perform any obligation under this Agreement which is not capable of cure.

(q) If the Franchisee fails to perform any other obligation under this Agreement and does not cure such failure within thirty (30) days of written notice of such failure.

(r) If any of the above occurs in relation to any Principal.

17.2.1 EVENT OF BKC DEFAULT. BKC shall be in default under this Agreement if BKC fails to perform any of its obligations under this Agreement and does not cure such failure within sixty (60) days of written notice of such failure (an Event of BKC Default).

17.2 TERMINATION. Upon the occurrence of an Event of Default, this Agreement shall automatically terminate without any further notice or opportunity to cure under Section 17.1.1 above and BKC shall, subject to the provisions of Subsection 17.6 below, have the right to claim lost royalties and advertising contributions, and shall also have all other rights and remedies available under applicable law. Upon the occurrence of an Event of BKC Default under Section 17.1.2., this Agreement shall automatically terminate without further notice or opportunity to cure and the Franchisee shall have all other

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rights and remedies available under applicable law. Subject to the provisions of Section 17.6 below, the rights of the parties set forth in this Section 17.2

shall be in addition to any other rights the parties may have under applicable law.

17.3 EFFECT OF TERMINATION. Upon expiration or termination for any reason of this Agreement, the Franchisee's right to use the Burger King Marks and the Burger King System shall terminate. The Franchisee shall not thereafter identify itself as a Burger King franchisee or former Burger King franchisee or use, any of BKC's trade secrets, operating procedures, promotional materials, Burger King Marks or any marks confusingly similar. The Franchisee will immediately return to BKC the MOD Manual loaned to the Franchisee including any translations thereof, together with all other materials containing trade secrets, restaurant operating instructions or business practices of BKC. Where applicable, BKC shall be entitled to take all steps necessary for the cancellation of the entries of the Franchisee with the Registrar of Trademarks, or its equivalent authority, as a registered user without opposition or hindrance of the Franchisee. The Franchisee will, at the request and cost of BKC, cooperate in any such steps.

17.4 POST-TERMINATION OPTION. The Franchisee grants to BKC or its designee upon termination or expiration of this Agreement, the option to purchase all usable paper goods, containers and printed menus bearing any of the Burger King Marks or trade names at the price paid by the Franchisee and to purchase the Franchisee's restaurant equipment, furniture, fixtures and signs at fair market value.

17.5 POST-TERMINATION OBLIGATIONS OF FRANCHISEE.

17.5.1 OPTIONS TO PURCHASE LOCATION. Upon termination or expiration of this Agreement, if the parties do not enter into a successor Franchise Agreement whereby the Franchisee shall continue to be a franchisee and operate the Franchised Restaurant at the Location, BKC or its designee shall have the option subject to obtaining any necessary governmental consent:

(a) To purchase the Location and/or any related equipment at fair market value, if the Franchisee, any of the Principals or an affiliate of the Franchisee owns the Location and/or related equipment.

(b) If the Location is leased by the Franchisee, any of the Principals or an affiliate of the Franchisee, subject to obtaining any necessary landlord's consent, to obtain an assignment of the leasehold interest at a price equal to the fair market value of the leasehold interest.

17.5.2 DEIDENTIFICATION. If BKC or its designee do not exercise this option the Franchisee agrees to immediately make such removals or changes in

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signs and the building as BKC shall request so as to effectively distinguish the Location from its former appearance and from any other Burger King Restaurant.

17.5.3 BKC LIEN. To secure payment of any damages in the event of termination as a result of the Franchisee's default, BKC shall have a lien, on the personal property, machinery, fixtures and equipment owned by the Franchisee at the Location at the time of such default.

17.5.4 ACCELERATION OF PAYMENTS. All monies owed by Franchisee to BKC shall be immediately due and payable upon term nation.

17.6 DISPUTE RESOLUTION.

(a) Subject to subparagraph (b) below, all controversies, disputes or claims arising between the Franchisee, the Principals, and their respective shareholders, officers, directors, agents and employees (in their respective capacity) (collectively, the Franchisee Parties) and BKC arising out of or related to the relationship of the parties hereto, this Agreement or any provision hereof, any related agreement (including any development agreement), the validity of this Agreement or any provision hereof or the operation of the Franchised Restaurant shall be submitted to and settled by arbitration in the City of New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA) then obtaining. Such arbitration proceedings shall be conducted before a panel of three (3) arbitrators. The Franchisee Parties shall l appoint one arbitrator, between them, BKC shall each appoint one arbitrator and the two arbitrators so appointed shall appoint a third arbitrator to act as Chair. If said two arbitrators fail to nominate the Chair within thirty (30) days from the date of appointment of the second arbitrator to be appointed, the Chair shall be appointed by the AAA. Unless otherwise provided in this Paragraph, all matters within the scope of the Federal Arbitration Act of the United States of America (9 U.S.C. ss.ss.1 et seq.) shall be governed by it. The arbitrators shall have the right to award or include in their award any relief which they deem proper in the circumstances, including with out limitation, money damages (with interest on unpaid amounts from date due), specific performance, injunctive relief, legal fees and costs, provided that the arbitrators shall not award exemplary or punitive damages. The award and decision of the arbitrators shall be conclusive and binding upon the Franchisee Parties and BKC and judgment upon the award may be entered in any court of competent jurisdiction. The Franchisee Parties and BKC further expressly agree and consent to the jurisdiction of the courts of the State of New York for the purpose of entering judgment upon any such award of the

arbitrators. The Franchisee Parties and BKC further agree to be bound by the provisions of any applicable limitation on the period of time in which claims must be brought under applicable law or this Agreement, whichever is less. The parties further agree that in connection with any such arbitration proceeding, they shall submit or file any claim which would constitute a compulsory counterclaim (as defined by Rule 13 of the United States Federal Rules of Civil

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Procedure) within the same proceeding as the claim to which it relates. Any such claim which is not submitted or filed as described above shall be barred. This provision shall continue in full force and effect subsequent to and notwithstanding expiration or termination of this Agreement.

(b) Notwithstanding subparagraph (a) above, BKC shall be entitled to seek the entry of temporary or preliminary injunctions, restraining orders and orders of specific performance enforcing the provisions of this Agreement or any development agreement relating to the use of BKC's Marks or proprietary in formation by the Franchisee or any Principal upon the termination or expiration of this Agreement or any development agreement. The Franchisee's (or the Principal's) only remedy if an injunction is so entered will be the dissolution of that injunction, if warranted, upon due hearing, all other claims being subject to arbitration under subparagraph (a) above.

18. RESTRICTIVE COVENANT. Neither the Principals nor the Franchisee shall directly or indirectly (through stock ownership, partnership, trust, joint venture, management contract, or otherwise) (a) have any interest in another Fast Food Hamburger Restaurant during the term of this Agreement, or (b) for a period of one ye ar after termination or expiration of this Agreement, have any interest in another Fast Food Hamburger Restaurant business at or within such distance of the Location as is stated SCHEDULE 1. For purposes of this Section, Fast Food Hamburger Restaurant shall mean any restaurant which (a) has hamburgers or hamburger based products which account for 50(degree)/o or more of total menu items or total Gross Sales, and (b) does not offer table service as the principal method of ordering or food delivery

19. MISCELLANEOUS: GENERAL CONDITION.

19.1 INTERPRETATION. The Introduction shall be considered a part of this Agreement. Paragraph headings are used only for convenience and do not form part of this Agreement. A covenant on the part of the Franchisee not to do something includes a covenant not to permit others to do it; any right given to BKC includes the right to do it through servants or agents or third party contractors or to do it in conjunction with its servants, agents or third party contractors and includes any necessary rights of access. To the extent of any inconsistency, this Agreement prevails over the MOD Manual. References to the parties shall include their heirs, successors in title and assigns.

19.2 NON-WAIVER. The failure of BKC to exercise any right or option given to it hereunder, or to insist upon strict compliance by the Franchisee or the Principals or any person comprising the Franchisee or the Principals with the terms of this Agreement, shall not constitute a waiver of any terms or conditions of this Agreement with respect to any other or subsequent breach, nor a waiver by BKC of its right at any time thereafter to require exact and strict compliance with all the terms of this Agreement. The rights or remedies set forth in this Agreement are in addition to any other rights or remedies which may be granted by law.

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19.3 GOVERNING LAW/JURISDICTION. This Agreement shall become valid when executed and accepted by BKC in Miami, Florida; it shall be governed and construed under and in accordance with the laws of the State of Florida; U.S.A.; provided, however, that since the Franchisee is a corporation formed under the laws of the Republic of Poland which is not doing business in the State of Florida, the Florida Franchise Act, Florida Statutes Section 817.416(1971) shall not apply to this Agreement. The parties hereto acknowledge and agree that all disputes arising in connection with this Agreement shall be finally settled pursuant to the provisions set forth in Section 17.6 of this Agreement. However, in the event that Section 17.6(b) of this Agreement applies, then the United States District Court for the Southern District of New York or, if such court lacks jurisdiction, the Supreme Court for the State of New York, County of New York, shall be the venue and exclusive forum in which to adjudicate any case or controversy arising under said Section 17.6(b), and the parties further agree that in the event of any such litigation in these courts, they will not contest or challenge the jurisdiction or venue of these courts.

19.4 LICENSES, PERMITS, ETC. The Franchisee shall obtain and maintain all licenses and other permits required by the law of the governing bodies where the Franchised Restaurant is located and shall comply with all local governmental requirements relating to the construction, equipping and operation of the building and the preparation and sale of items in the Franchised Restaurant.

19.5 COMPLIANCE WITH LAWS. Notwithstanding anything herein to the contrary, the Franchisee shall operate the Franchised Restaurant in a lawful manner and faithfully comply with the applicable laws, regulations or legitimate administrative requirements of national, regional, and municipal governing bodies or other political subdivisions in which the Franchised Restaurant is located.

19.6 REMEDIES. If the Franchisee breaches this Agreement, BKC shall be entitled to injunctive relief in addition to all other rights and remedies available under Section 17.2 of this Agreement.

19.7 SEVERABILITY. The parties agree that if any provisions of this Agreement may be construed in two ways, one of which would render the provision illegal or otherwise voidable or unenforceable, and the other of which would render the provision valid and enforceable, such provision shall have the meaning which renders it valid and enforceable. The language of all provisions of this Agreement shall be construed according to its fair meaning and not strictly against any party. It is the intent of the parties that the provisions of this Agreement be enforced to the fullest extent and should any court or other public agency determine that any provision herein is not enforceable as written in this Agreement, the provision shall be amended so that it is enforceable to the fullest extent permissible under the laws and public policies of the jurisdiction in which the enforcement is sought. The provisions of this Agreement are severable and this Agreement shall be interpreted and enforced as

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if all completely invalid or unenforceable provisions were not contained in the Agreement, and partially valid and enforceable provisions shall be enforced to the extent that they are valid and enforceable.

19.8 NOTICES.

19.8.1 NOTICE TO BKC. All notices to BKC shall be written in English and shall be sent by facsimile and hand delivered in person or by courier or sent by registered airmail, postage fully prepaid, addressed to BKC at 17777 Old Cutler Road, Miami, Florida 33157, U.S.A., Attention: General Counsel, Facsimile number (305) 378-7230, or at such other address as BKC shall from time to time designate in writing.

19.8.2 NOTICE TO FRANCHISEE/PRINCIPALS. All notices to the Franchisee or the Principals shall be written in English and shall be sent by facsimile and hand delivered in person or by courier, or sent by airmail, postage fully prepaid, and shall be addressed to the Franchisee and/or the Principals at the Franchised Restaurant premises, or the Franchisee's last known mailing address if the Franchised Restaurant has ceased operations, with a copy delivered to the Principal's address (but only so long as International Fast Food Corporation is the sole Principal).

19.8.3 DELIVERY. Notices which are sent by mail shall be deemed delivered on the earlier of actual receipt or the tenth (10th) day after being deposited in the mail. Notices sent by hand shall be deemed delivered upon actual receipt.

19.9 LANGUAGE. This Agreement is in the English language only, which language shall be controlling in all respects.

19.10 MODIFICATION. This Agreement may only be modified or amended by a written document signed by the parties.

19.11 BINDING EFFECT. This Agreement shall be binding upon the parties, their heirs, executors, personal representatives, successors or assigns.

19.12 CURRENCY. Unless otherwise provided all payments required under this Agreement shall be made in United States currency in the U.S.A.

19.13 SURVIVAL. Any provisions of this Agreement which impose an obligation after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and remain binding on the parties.

19.14 AGENCY. BKC shall be entitled to entrust the performance of any of its obligations under this Agreement to an Affiliate, and any notice required to be given by BKC shall be validly given if given by an Affiliate.

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20. ENTIRE AGREEMENT. This Agreement together with any formal Development or Target Reservation Agreement constitutes the entire agreement of the parties and supersedes all prior negotiations, commitments, representations, warranties, and undertaking of the parties (if any) with respect to the subject matter of this Agreement and to the Franchised Restaurant. No term or condition shall be implied into this Agreement in derogation of, or in a manner which is inconsistent with or alters, the express terms set forth in this Agreement.

21. INDEPENDENT ADVICE. THE FRANCHISEE AND EACH PRINCIPAL ACKNOWLEDGE THAT THEY HAVE BEEN ADVISED BY BKC OR ITS AGENTS TO TAKE INDEPENDENT PROFESSIONAL ADVICE ON ALL ASPECTS OF THIS AGREEMENT AND THE BURGER KING BUSINESS AND THAT THEY HAVE TAKEN SUCH INDEPENDENT ADVICE AS THEY DEEM NECESSARY AND HAVE INDEPENDENTLY SATISFIED THEMSELVES ON ALL RELEVANT MATTERS RELATING TO THIS AGREEMENT AND THE OPERATION OF BURGER KING RESTAURANTS BEFORE ENTERING INTO THIS AGREEMENT.

The parties have executed this Agreement as of the date indicated on page one.

BURGER KING CORPORATION

By: /S/ Mark Gerasi ---------------------------------- Vice President

Attest:

/S/ Kim A. Goodhard ---------------------------------- Assistant Secretary

(Corporate Seal)

INTERNATIONAL FAST FOOD POLSKA SP ZO.O (the Franchisee)

By: /S/ Mitchell Rubinson ---------------------------------- Name: Mitchell Rubinson -------------------------------- Position: President ----------------------------

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THE PRINCIPAL:

INTERNATIONAL FAST FOOD CORPORATION

By: /S/ Mitchell Rubinson ---------------------------------- Name: Mitchell Rubinson -------------------------------- Position: President ----------------------------

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SCHEDULE 1 TO FRANCHISE AGREEMENT ---------------------------------

The Franchisee: INTERNATIONAL FAST FOOD POLSKA SP ZO.0

The Principals: INTERNATIONAL FAST FOOD CORPORATION

The Location: means all the land, and any buildings from time to time thereon, known as

-------------------------------------- __________________________ and more particularly delineated in the plan attached to the Franchisee's real estate package as finally approved by BKC.

Director of Operations (name): ______________________________________

Managing Director (name): ______________________________________

Initial Franchise Fee: U.S. $______________________

Royalty percentage: 5% ------- Advertising percentage: 6% ------- Term: __________ (____) years

Hours of Operation: 11:00 a.m. to 11:00 p.m. daily

Transfer payment fee: U.S. $10,000 ---------------- Radius of restrictive covenant: Two Kilometers ---------------- Governing Law: State of New York, U.S.A. --------------------------

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SCHEDULE 2 TO FRANCHISE AGREEMENT

Shares of the Franchisee owned by the Principals:

================================================================================ | Number of | Class of | % of Class of | % of Total Principal | Shares | Shares | Shares | Shares - -----------------|--------------|-----------|-----------------|----------------- International | | | | Fast Food | | | | 80% Corporation | | | | - -----------------|--------------|-----------|-----------------|----------------- | | | |

| | | | - -----------------|--------------|-----------|-----------------|----------------- | | | | | | | | ================================================================================

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EXHIBIT A TO FRANCHISE AGREEMENT

POLAND TRADEMARKS -----------------

Marks registered in Poland:

Date of Classes Reg. No. Registration ------- -------- ------------

Burger King Logo 16,29,30,32,42 7441 18 Feb., 1994

Whopper 16,29,30,32,42 7441 18 Feb., 1994

Burger King Wordmark 16,29,30,42 7442 18 Feb., 1994

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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?

Output: The Franchisee will not directly or indirectly, at any time during the term of this Agreement or thereafter, do or cause to be done any act or thing disputing, attacking or in any way impairing the validity of and BKC's right, title or interest in the Burger King Marks and the Burger King System.

Input: Consider Input: Exhibit 99.1 [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

CHANNEL PARTNER RESELLER AGREEMENT THIS CHANNEL PARTNER RESELLER AGREEMENT (Agreement) is entered into and agreed upon as of the Effective Date by and between IPASS INC., having a principal place of business at 3800 Bridge Parkway, Redwood Shores, CA 94065 (iPass), and Pareteum Corporation, having a principal business address at 100 Park Avenue, Suite 1600, New York City, New York 10017 (Channel Partner). Capitalized terms used in this Agreement shall be defined as set forth herein. This Agreement is comprised of the Terms and Conditions together with all Exhibits attached hereto. The undersigned represent and warrant that they are authorized as representatives of the party on whose behalf they are signing this Agreement and that they have read and agree to adhere to the Terms and Conditions as well as the exhibits attached hereto and incorporated herein by reference. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. Channel Partner: iPass Inc.: By: /s/ Victor A. Bozzo By: /s/ Christine Gardner Victor A. Bozzo Christine Gardner Printed Name Printed Name Chief Executive Officer VP Finance Title Title 4/24/2018 04/25/2018 Date Date

Source: IPASS INC, 8-K, 12/3/2018

TERMS AND CONDITIONS 1. APPOINTMENT OF CHANNEL PARTNER 1.1 General. iPass will make the Service available to Channel Partner in exchange for the fees referenced in the Exhibits attached hereto and incorporated herein by reference. Channel Partner may order Services using an iPass approved order form available via the iPass Portal. Each order form must reference this Agreement and each order form shall merge and incorporate the terms herein. Each order form is a separate and distinct contractual obligation. 1.2 Grant of Authority. iPass grants to Channel Partner a nonexclusive, terminable right to: (i) access and otherwise use the Licensed Software, and iPass Marks as provided in Exhibit F solely in furtherance of this Agreement and not for other internal business purposes, (ii) sell or re-license the Licensed Software, Documentation and Services to Business Entities and End Users, and (iii) install and execute the Server Software on up to three (3) designated servers and one backup server for Channel Partner and for each End User. Channel Partner accepts iPass as the exclusive provider to Channel Partner for all services of the nature of the Services. In no event may Channel Partner resell or otherwise provide the Service to any third party for purposes of further down channel resale of the Services, absent iPass' notice and consent. The license granted under this Section 1.2 does not include a license or other right to use the iPass domain name and does not include the right to use the trademark or trade name of any iPass supplier or partner. 1.3 Software Delivery iPass will provide the Licensed Software to Channel Partner electronically via the iPass Portal, an iPass FTP website or on-line app store. 1.4 Account and Password Information. iPass will assign to Channel Partner a unique password and identification code used to access the Channel Partner section of the iPass Portal. Channel Partner may not transfer or share this account information with any third party. Channel Partner is solely responsible for assigning user names and passwords (Credentials) to End Users so that End Users may access the iPass Portal and for imposing reasonable limitations on the disclosure of such Credentials. 2. CHANNEL PARTNER RESPONSIBILITIES 2.1 General. Channel Partner will use its reasonable endeavours cooperate with iPass and assist with the implementation of this Agreement and performance of the Services. Prior to deployment of the Licensed Software in a production environment, Channel Partner agrees to implement processes that will allow the Licensed Software to successfully report as specified in the Documentation. If Channel Partner fails to implement such processes within a reasonable time following iPass' request, iPass may elect to terminate the Agreement or Channel Partner's use of the Licensed Software upon written notice to Channel Partner. In such an event, Channel Partner shall be responsible for payment of all undisputed amounts due and owing to iPass under the Agreement. In addition, Channel Partner agrees to ensure that prior to deployment of the Licensed Software in a Business Entity production environment, each Business Entity implements processes that will allow the Licensed Software to successfully report as specified in the Documentation. If Channel Partner's Business Entity fails to implement such processes within a reasonable time following iPass' or Channel Partner's request, iPass may elect to terminate the order for such Business Entity upon written notice to Channel Partner. In such an event, Channel Partner shall be responsible for payment of all undisputed amounts due and owing to iPass under the Agreement. 2.2 Acceptable Use Policy. Channel Partner agrees that it will not (and will not permit Business Entities) to use the Service in a manner contrary to the iPass acceptable use policy located at http://www3.ipass.com/wp-content/uploads/2010/01/Acceptable-Use-Policy.pdf/ , and incorporated herein by reference.

Page 2 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

2.3 End User Realms. A realm is used to uniquely identify a user with a specific End User or group. (An example would be example.com). Realms are created by iPass in cooperation with Channel Partner and the relevant End User. Channel Partner does not own or control these realms by virtue of having registered them with iPass or having paid any fees associated with such registration. Upon request by Channel Partner or the End User, iPass may remove a realm from its system or re-assign a realm to another Channel Partner. 2.4 End User Support. Channel Partner will provide technical and End User support in accordance with Exhibit D. 2.5 End User Satisfaction. iPass may, upon reasonable notice to Channel Partner, directly contact End Users for any reason pertaining to such End User's use of the Service, subject to compliance with local privacy law. Should an End User communicate to Channel Partner or to iPass its dissatisfaction regarding the Services or related matters, the notified party shall promptly give notice to the other party, and iPass and Channel Partner shall work together in good faith to resolve the issue to End User's reasonable satisfaction. If in iPass' reasonable determination the issue is not resolved within thirty (30) days after Channel Partner's receipt of notice of End User's dissatisfaction, iPass may, in addition to other remedies available to iPass, revoke Channel Partner's appointment under Section 1.2 wholly or with respect to such End User and may refer such End User to another iPass channel partner or provide services directly to such End User without any liability to Channel Partner. 2.6 End User Agreements. Before making available any Services to an End User, Channel Partner will enter into an End User Agreement that is materially similar to the terms and conditions contained in Exhibit E. Channel Partner will enforce each End User Agreement with at least the same degree of diligence used in enforcing similar agreements pertaining Channel Partner's own services or products but in no event will Channel Partner provide a standard of care in this regard that is less than commercially reasonable. Channel Partner will not waive, amend, or agree to terms that would tend to negate or materially dilute the sample terms provided in Exhibit E. Channel Partner shall promptly notify iPass of any material breach of any End User Agreement and will cooperate with iPass and/or iPass suppliers in any legal action to mitigate iPass' damages in the event of any such breach. iPass may, and may require Channel Partner to suspend or terminate Services to an End User who breaches the terms of an End User Agreement. Upon request, Channel Partner will provide iPass a copy of each End User Agreement entered into by Channel Partner and End Users. A breach by an End User is deemed a breach by Channel Partner. 2.7 TRAINING. iPass may provide training in use of the Services. Such training and the applicable fees are indicated in Exhibit D. 3. SERVICE RATE PLAN 3.1 Fees. Channel Partner is solely responsible for billing End Users, and paying iPass for all usage of the Services. Channel Partner agrees to pay for usage of the Service on a monthly basis in accordance with the pricing set forth in Exhibit C. iPass may change the pricing in Exhibit C upon notice to Channel Partner, such changes to be effective within thirty (30) days after the date of such notice, such changes may include, by way of example only, the application of end of life fees.

Page 3 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

3.2 Payment. All payments hereunder will be in US Dollars and are due and payable within thirty (30) days after the date of invoice. iPass may terminate or modify these payment terms with reasonable notice, when, in its reasonable discretion, iPass believes that its payments may be at risk. All rights of Channel Partner are expressly made conditional upon timely payment, without the right of set off, of all amounts due by Channel Partner under the Agreement. Without limiting iPass' other available rights and remedies, iPass reserves the right to suspend or to terminate any Services ten (10) days after sending written notice of a payment that is thirty (30) or more days past due. iPass may include on an invoice, and Channel Partner agrees to pay for: (i) any Services used within one hundred eighty (180) days before the date of the invoice; and (ii) any corrections to amounts invoiced within one hundred eighty (180) days after the date of the original invoice. If Channel Partner reasonably disputes an invoiced amount, Channel Partner may: (a) withhold such amount from Channel Partner's payment, provided that Channel Partner gives iPass written notice of the dispute and the reason for such dispute within thirty (30) days after the date of invoice, and pays all invoiced amounts not subject to such dispute by the due date; or (b) in the event that the invoiced amount has already been paid in full, submit a claim to iPass within sixty (60) days following the date of the original invoice. The parties will cause their authorized representatives to meet within fifteen (15) days after Channel Partner's notice of dispute to negotiate in good faith to resolve the dispute. If such representatives have not resolved the dispute within fifteen (15) days after their first meeting, the parties will either decide mutually to continue negotiations or, if either party does not desire to continue negotiations, each party may exercise its available remedies with respect to the disputed amounts. To the extent a dispute resolution requires payment of disputed amounts, Channel Partner shall pay such disputed amounts promptly after the dispute is resolved. 3.3 Late Fees. iPass reserves the right to charge interest of one and one-half percent (1.5%) per month compounded for the entire overdue period or the maximum amount allowed by law if fees are not paid by their due date. 3.4 Taxes. Channel Partner will pay all applicable transaction based taxes including but not limited to sales, use, gross receipts, excise, value-added, duties and other taxes and/or surcharges related to purchase of iPass Services and goods. As between iPass and Channel Partner, Channel Partner will be responsible for self-assessing and remitting all transaction based taxes unless otherwise invoiced by iPass. If Channel Partner is required by law in Channel Partner's respective country to withhold taxes on payments made to iPass, then Channel Partner shall gross up such payments by the amount of tax withheld. All prices are exclusive of tax. If required to do so by law, iPass will charge sales or value added tax where registered. Otherwise, Channel Partner is liable to self-assess or reverse charge applicable sales or value added tax. For tangible products shipped overseas iPass will not be importer of record. Channel Partner will provide and make available to iPass any resale certificates and other exemption certificates that are related to the taxes that may be due as a result of this Agreement. Upon receipt of any such resale or exemption certificate, iPass will exempt Channel Partner in accordance with the applicable law, effective on the date iPass receives the certificate(s). 4. BRANDING 4.1 Branding. Subject to the license grant in Section 1.2, Channel Partner agrees to incorporate and display the iPass trademarks and logos set forth in Exhibit F, Exhibit F may be amended from time to time by iPass (iPass Marks), on all Channel Partner web sites mentioning the Service, all help files relating to the Service and all printed collateral referring to the Service. Channel Partner may reproduce and publicly display any iPass web content as provided to Channel Partner by iPass on Channel Partner's web site. Channel Partner will not modify the iPass Web Content without iPass prior written approval. Channel Partner will have at a minimum one (1) web page describing the iPass Services. Channel Partner will follow the iPass Branding usage guidelines which will be provided by iPass on the secure iPass Portal. Use of the iPass Marks is subject to iPass' reasonable review and approval. Channel Partner shall state at the first instance of each use of an iPass Mark that the iPass Mark is iPass' trademark and shall include the symbols TM and ®️ as appropriate. Channel Partner shall not use any trademark, word, symbol, letter, or design in combination with the iPass Marks in a manner that would create a combination mark. Channel Partner shall not attempt to register the iPass Marks or adopt, use or attempt to register any confusingly similar mark or web site domain names.

Page 4 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

4.2 Client Software Branding. Upon request, iPass will provide Channel Partner co-branding space on the Client Software interface in order to display a logo or trademark of Channel Partner or an End User. The placement and size of any Channel Partner mark included on the Client Software interface, if any, will be in iPass' sole discretion. Channel Partner may not remove, modify, or obscure the iPass Mark and iPass branding on the Client Software without the prior consent of iPass. iPass will supply Channel Partner with appropriate graphics for Client Software applications, web promotional banners, and logos for print and web uses. 4.3 Information Updates. Channel Partner agrees to update its information on the iPass Services on its website and in other materials at a minimum of once a quarter to reflect current information on the iPass Services as such information is provided by iPass. 4.4 Publicity and Channel Partner Lists. After the Effective Date and subject to approval from the Channel Partner first, iPass may issue a press release announcing that Channel Partner is a reseller of the iPass Service and announcing the existence of this Agreement. Channel Partner shall mention the iPass name in all press releases related to the Services. Channel Partner consents to (i) the use of its name and logo in iPass' Channel Partner lists, (ii) the use of its name in iPass' quarterly earnings announcement, and (iii) on the iPass website in order to assist potential End Users with locating an authorized iPass reseller. Channel Partners agrees to be a reference for iPass, upon iPass' reasonable request. Channel Partner will not issue any press release or other public communication related to this Agreement or Channel Partner's status as an iPass reseller without prior approval of the content by iPass. Channel Partner shall give iPass a reasonable amount of time to review and approve material distributed publicly. If iPass provides edits to content about iPass products, services, technology or any other content related to the iPass business, Channel Partner will incorporate those changes into the final document. 5. INTELLECTUAL PROPERTY 5.1 Channel Partner acknowledges that all iPass intellectual property referenced herein contains the valuable trade secrets of iPass, and Channel Partner agrees not to cause or permit the reverse engineering, translation, disassembly, or decompilation of the intellectual property, or otherwise to attempt to derive the source code thereof, whether in whole or in part. Channel Partner will not use, reproduce, modify, prepare derivative works of, distribute, sublicense, loan, sell, or otherwise transfer any such iPass intellectual property except as expressly permitted herein. 5.2 As between the parties, iPass and/or its suppliers will retain all title, copyright and other proprietary and intellectual property rights in and to the Service, the Server Software and Licensed Software, and any other technology, services, or materials that iPass may provide to Channel Partner hereunder. All rights in and to the foregoing not expressly granted to Channel Partner in this Agreement are reserved to iPass and its suppliers. In particular, but without limiting the generality of the foregoing, no right to or license in the source code for the Licensed Software or Server Software is granted hereunder. Channel Partner will not obfuscate, alter, or remove any copyright, trademark, or other proprietary notice or legend on or in the Licensed Software or Documentation and will include all such markings in all copies of such materials.

Page 5 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

6. WARRANTY. 6.1 DISCLAIMER OF WARRANTY. iPASS AND ALL iPASS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY,INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NEITHER iPASS NOR ANY iPASS SUPPLIER WILL BE LIABLE FOR ANY THIRD-PARTY NETWORK FAILURE. iPASS AND ITS SUPPLIERS SPECIFICALLY DO NOT WARRANT THAT THE SERVICES WILL MEET CHANNEL PARTNER'S OR END USER REQUIREMENTS, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, AVAILABLE ON A SPECIFIED DATE OR TIME OR WILL HAVE THE CAPACITY TO MEET CHANNEL PARTNER'S OR END USER DEMAND DURING SPECIFIC HOURS. CHANNEL PARTNER ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION. 6.2 iPass Warranty of Title. iPass has requisite title, permits, licenses and authority to grant Channel Partner the rights and licenses referenced herein. 6.3 No Pass-Through Warranty. Channel Partner shall make no representations or warranties concerning the Licensed Software or the Services on behalf of iPass or any iPass supplier. 6.4 Channel Partner Warranty. Channel Partner agrees that the quality of its products and services to be provided in connection with any of the iPass Marks will be substantially the same as the quality of such other Channel Partner products and services and shall otherwise comport with industry standards and in the event of breach of this Section 6.4, Channel Partner shall take prompt and urgent actions to remediate the breach. 7. CONFIDENTIAL INFORMATION. 7.1 For purposes of this Section 7, the Disclosing Party shall be the party which discloses Confidential Information and the Receiving Party shall be the party that receives the Confidential Information. The following is not considered Confidential Information: (i) information which the Receiving Party is authorized in writing by the Disclosing Party to use without restriction; (ii) information rightfully in the Receiving Party's possession or known to it without the duty of confidentiality prior to receipt of such information from the Disclosing Party; (iii) information which is rightfully disclosed to the Receiving Party by a third party, having proper possession of such information, without the duty of confidentiality; (iv) information which properly enters the public domain; or (v) information which is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information. 7.2 The Receiving Party shall use the Disclosing Party's Confidential Information only for the purpose set forth in the Agreement, and shall cause its Users to keep Confidential Information confidential, sharing it on a need-to-know basis only. The Receiving Party may disclose Confidential Information in connection with a judicial or administrative proceedings to the extent such disclosure is required under law or a court order, provided that the Disclosing Party shall be given prompt written notice of such proceeding. Upon termination of this Agreement or Disclosing Party's request, Receiving Party shall return and at Disclosing Party's option, destroy any and all Confidential Information exchanged under this Agreement. 7.3 In addition to any other remedies, the Disclosing Party shall be entitled to seek equitable relief. 7.4 For Confidential Information pertaining to the Licensed Software, the obligations set forth in this Section 7 are indefinite. For all other Confidential Information, such obligations shall continue for five (5) years from the date of initial disclosure.

Page 6 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

8. INDEMNIFICATION OBLIGATIONS. 8.1 By iPass. iPass agrees to indemnify Channel Partner or, at its option, settle, any third party claims that the Licensed Software or Services provided under this Agreement infringes a copyright, patent, trademark, trade secret or other intellectual property right. If the Licensed Software or Service becomes, or in iPass' opinion is likely to become, the subject of an infringement claim, iPass may, at its option and expense, either: (a) procure for Channel Partner the right to continue using the affected Licensed Software or Service;(b) replace or modify the Licensed Software or Service so that it becomes non-infringing; (c) accept return of the Licensed Software; or (d) terminate the Services. iPass shall have no liability under this Section 8.1 if: (i) the allegation of infringement is a result of a modification of the Licensed Software or Services; (ii) if the Licensed Software or Services is not being used in accordance with the Documentation; (iii) if the Licensed Software is no longer supported by iPass; (iv) if the alleged infringement could be avoided or otherwise eliminated by the use of an published Update; or (v) if the alleged infringement is a result of use of the Licensed Software or Services with any non-iPass supplied third party product or software. This indemnification does not include and/or apply to Internet connectivity or Internet access services. 8.2 By Channel Partner. Channel Partner agrees to indemnify iPass or, at its option, settle, any third party claims against iPass arising from or relating to Channel Partner's: (a) infringement of a copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) violation of iPass' acceptable use policy, or (c) a violation of this Agreement. 8.3 Mechanics of Indemnity. The above indemnification obligations are contingent upon: (i) the indemnified party providing prompt written notice to the other party of any such claims and assistance in the defense thereof; (ii) the party indemnifying has sole right to control the defense or settlement of any such claim, provided that the settlement does not require a payment or admission of liability on the part of the indemnified party; and (iii) that indemnified party does not take any actions or refrain from taking actions that hinder the defense or settlement process as reasonably directed by the party indemnifying the other party. 8.4 SECTION 8 STATES THE ENTIRE LIABILITY AND OBLIGATIONS OF THE PARTIES WITH RESPECT TO ANY ACTUAL OR ALLEGED THIRD PARTY CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT. 9. LIMITATIONS OF LIABILITY. 9.1 DIRECT DAMAGES. EACH PARTY'S MAXIMUM LIABILITY FOR DAMAGES CAUSED BY ITS FAILURE TO PERFORM ITS OBLIGATIONS UNDER THE AGREEMENT IS LIMITED TO: (A) PROVEN DIRECT DAMAGES FOR CLAIMS ARISING OUT OF PERSONAL INJURY OR DEATH, OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY THE PARTY'S NEGLIGENT OR WILLFUL MISCONDUCT; AND (B) PROVEN DIRECT DAMAGES FOR ANY AND ALL CLAIMS ARISING FROM OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE LICENSED SOFTWARE OR SERVICES, NOT TO EXCEED AN AMOUNT EQUAL TO THE AMOUNT OF FEES ACTUALLY PAID BY CHANNEL PARTNER TO IPASS DURING THE SIX (6) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY. ALL CLAIMS AGAINST THE PARTIES WILL BE AGGREGATED TO DETERMINE SATISFACTION OF THIS LIMIT, AND MULTIPLE CLAIMS WILL NOT ENLARGE THE LIMIT. 9.2 CONSEQUENTIAL DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE LICENSED SOFTWARE, THE SERVICES OR DOCUMENTATION, WHETHER FROM BREACH OF CONTRACT OR WARRANTY, FROM NEGLIGENCE, STRICT LIABILITY OR OTHER CAUSE OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Page 7 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

9.3 EXCLUSIONS. CHANNEL PARTNER'S PAYMENT OBLIGATIONS, LIABILITY FOR EARLY TERMINATION FEES OR CHARGES, BREACHES OF CONFIDENTIALITY BY EITHER PARTY, MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THE OTHER PARTY, AND THE PARTIES' INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT ARE EXCLUDED FROM THESE LIMITATIONS OF LIABILITY. 10. TERM AND TERMINATION 10.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of twelve (12) full calendar months (Initial Term). The Agreement shall automatically renew for successive one (1) year terms (each a Renewal Term) unless either party provides the other party written notification of its intent to terminate the Agreement no later than sixty (60) days prior to the end of the then applicable term. Except in instances of termination of this Agreement in accordance with Sections 10.2 and 10.3 below, this Agreement shall continue, even if terminated, until the expiration of the last Business Entity Term. 10.2 Termination for Breach. If either party materially breaches this Agreement or terms or conditions within this Agreement, and such breach is not cured within thirty (30) days after written notice is given to the breaching party, then the other party may, by giving written notice to the breaching party, terminate this Agreement as of the end of such thirty (30) day notice period or such later date as is specified in such notice of termination 10.3 Termination in the Event of a Bankruptcy. If a party becomes insolvent or if bankruptcy or receivership proceedings are initiated by or against a party to this Agreement other than for the purposes of solvent reconstruction, the other party shall have the right to terminate this Agreement immediately for cause. 10.4 Economic Hardship. If iPass provides evidence that this Agreement is directly causing material financial losses (Economic Hardship) to iPass, the Parties will work together to address and remedy such Economic Hardship. Should the Parties fail to reach a mutually agreeable solution within thirty (30) days after initial written notice to the Partner, iPass may terminate this agreement with ten (10) business days' written notice. In the event of such termination, Customer will only be liable for costs of current utilized subscriptions up to the time of the termination of the agreement. 10.5 Effects of Termination. Upon termination for reasons other than material breach by iPass, all fees and expenses (including but not limited to any minimum monthly commitments) to be paid by Channel Partner to iPass shall become due and payable immediately. All fees are non- cancellable and non-refundable. Termination of an order shall not terminate any other order or this Agreement absent a proactive termination of this Agreement in accordance with the applicable termination provisions herein. Upon expiration or termination of this Agreement, the order forms and the all licenses granted in the Agreement will immediately terminate, Channel Partner will immediately remove the Licensed Software and Documentation from its servers, return or destroy all Licensed Software and Documentation in its possession, and each party will return or destroy all copies of the other party's Confidential Information. Sections 3.4, 3.6, 6.1, 6.3, 7, 8.2, 8.3, 9, 12 and Exhibit A any terms of an Exhibit that should by its nature survive expiration or termination of this Agreement will survive. 11. PRIVACY 11.1 Any information that iPass collects from End Users, or that is made available by End Users to iPass hereunder, is subject to iPass' privacy policy located at http://www.ipass.com/privacy-policy/. This policy is expressly incorporated into and made a part of this Agreement. The Parties further agree that iPass may use End User emails to directly contact End Users for service support and updates. This is limited to providing assistance with service sign up, credential retrieval, troubleshooting network connectivity or application use, informational updates about hotspot additions/changes or planned outages (maintenance).

Page 8 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

12. GENERAL TERMS 12.1 Neither party will be liable to the other for failure to fulfill its obligations caused by circumstances beyond its reasonable control. Such circumstances will include without limitation acts of God, strikes, lockouts, riots, terrorist attacks, acts of war, epidemics, civil disturbance, fire, communication line failures, power failures, earthquakes, floods or other natural disasters. In such event, the obligations of the parties (excluding payment obligations) will be temporarily suspended to such extent reasonable under the circumstances. 12.2 The relationship between the parties is that of independent contractors. 12.3 Channel Partner may not assign the Agreement, the use of any Licensed Software or Services or its rights and obligations under the Agreement without the prior written consent of iPass. Any such assignment is void. The Agreement shall be binding on the parties and all of their respective successors and assigns. 12.4 Any notices required or permitted hereunder will be given to the attention of the Legal Department at the address specified as the principal place of business of each company or at such other address as the parties specify in writing. Notice will be deemed given: upon personal delivery; if sent by confirmed facsimile, upon confirmation of receipt; if sent by overnight courier, upon receipt; or, if sent by certified or registered mail, postage prepaid, three (3) days after the date of mailing. Notwithstanding, all Business Entity notifications, including termination notifications, must be submitted though the iPass Portal. 12.5 If any provision of the Agreement is held to be invalid, illegal or unenforceable by any court or other competent tribunal then the remaining provisions of the Agreement shall remain in full force and effect. 12.6 The laws of California shall govern the construction and enforceability of the Agreement. The parties agree that any action arising under or relating to the Agreement or the Licensed Software or Services shall lie within the exclusive jurisdiction of the Courts located in San Mateo County, California, USA. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement. 12.7 A person who is not a party to the Agreement has no rights to enforce any term of the Agreement but this does not affect any right or remedy of a third party which exists or is available under applicable law. 12.8 Channel Partner will comply with all applicable laws and regulations, including privacy, data protection, and exportation, regarding its activities related to this Agreement. 12.9 Channel Partner may not export or re-export the Licensed Software, any part thereof, to any country, person or entity subject to U.S. export restrictions. Channel Partner agrees not to export or re-export the Licensed Software: (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, or to any national of any such country; (ii) wherever Channel Partner knows or has reason to know that the Licensed Software will be utilized in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any entity who Channel Partner knows or has reason to know has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government.

Page 9 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

12.10 Channel Partner represents that: (i) it is duly authorized to provide personal data to iPass; (ii) iPass, its affiliates and its subcontractors can process such data, and (iii) iPass may disclose such data to any affiliate and subcontractor for the purpose of: (a) providing Licensed Software and Services under the Agreement; (b) administering the Agreement; and/or (c) providing marketing and/or product information to Channel Partner through any medium including email. The Parties further agree that iPass may use End User emails to directly contact End Users for service support and updates. This is limited to providing assistance with service sign up, credential retrieval, troubleshooting network connectivity or application use, informational updates about hotspot additions/changes or planned outages (maintenance). 12.11 This Agreement constitutes the entire agreement between the parties concerning the parties with regard to the Licensed Software and Services provided hereunder. All purchase orders, prior agreements, proposals, representations and other understandings whether oral or written, are superseded in their entirety by this Agreement and any applicable order forms. A purchase order may not be used as an order form, and any pre-printed terms on any Channel Partner generated purchase order shall not apply. No alteration or modification of the Agreement will be valid unless made in writing and signed by the parties. In the event of a conflict between the Agreement and any terms and conditions in any other order form, the terms of this Agreement will control unless otherwise expressly stated. The person signing this Agreement represents that he/she is duly authorized to bind the company to the terms and conditions herein. 12.12 Without limiting any of the terms and conditions contained herein, Channel Partner will make available to iPass certain services in exchange for the fees and subject at all times to the terms and conditions referenced in Exhibit G, as same may be updated and amended from time to time.

Page 10 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

EXHIBIT A DEFINITIONS Access Point means Internet access points to which a User connects via the Client Software. Affiliate means any entity which is controlled by, controls or is under common control with Channel Partner. For the purposes of this definition, control shall mean ownership of at least fifty percent (50%) of the outstanding voting equity interest. Channel Partner may appoint an Affiliate to perform resale services hereunder with written consent of iPass and in accordance with any iPass mandated contractual commitments and contractual documents. Agreement means this Channel Partner Reseller Agreement, including the Exhibits attached hereto, and orders placed pursuant to this Agreement. For clarity, each order constitutes a separate and distinct order for iPass Software and/or Services, and thus each order constitutes a separate contractual commitment. Each order incorporates the terms and conditions set forth herein. Business Entity means a corporation, partnership, or enterprise that acquires Services from Channel Partner for use by its employees and contractors. A Business Entity is not authorized to resell the Services to any third parties. 11. Business Entity Minimum Monthly Commitment means, for each Business Entity, a minimum monthly commitment of at least 250 Users, by Channel Partner for each Business Entity. iPass shall invoice Channel Partner on a monthly basis, the agreed upon price for the Services as set forth herein. If Channel Partner's total invoiced amount for the Services, for each Business Entity is less than the amount for the number of Users for the Business Entity's Minimum Monthly Commitment, iPass will invoice and Channel Partner will pay to iPass, the shortfall difference between the actual amount paid by Channel Partner to iPass and the amount for the number of Users for the Business Entity Minimum Monthly Commitment. Business Entity Term means, for each Business Entity, a period beginning at the beginning of the Business Entity Implementation Period and ending no less than twelve (12) months following the expiration of the Business Entity Implementation Period, as indicated in the order placed by Channel Partner for such Business Entity. Every Business Entity Term automatically renews for a period of no less than 12 months, unless otherwise agreed to in writing between the parties. Certified iPass Engineer means an employee of Channel Partner who has attended one RoamServer training session and successfully completed the following on-line training modules: iPass Orientation, Product Training, Technology Training, and Competitive Training. Successful completion means achieving a passing result on the on-line tests after each module. Certified Help Desk Agent means an employee of Channel Partner who has attended one RoamServer training session, one Help Desk training session, and one Broadband Support training session. Certified Trained Sales Personnel means an employee of Channel Partner who has successfully completed the following on-line training modules: iPass Orientation, Product Training, Technology Training, Competitive Training, and Sales Training. Successful completion means achieving a passing result on the on-line tests after each module. Client Software means the machine executable version(s) of the client software code, including any Updates thereto, that iPass provides Channel Partner hereunder to enable Channel Partner's End Users to use the Service. The Client Software currently consists of iPass' Open Mobile software as well as the iPassConnect software. Confidential Information means information maintained in confidence by a party, and which is marked as such, or information whether written or oral that by its nature would be to a reasonable person under the circumstances understood to be confidential or proprietary information of a party including but not limited to iPass' Software, Documentation, and the parties' product development and marketing plans, business methods and non-public financial and personnel dat Device means any machine, computer, smartphone or similar User apparatus on which Channel Partner or a Business Entity has installed the Client Software. Documentation means the standard published technical user manuals provided by iPass.

Page 11 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

Effective Date means the date of last signature on this Agreement. Enabled Devices mean any device with the Channel Partner's app (iOS, Android, PC or Mac) which is enabled by Channel Partner to access the iPass services and also registered and enabled, by the Channel Partner to access Channel Partner's services. End Users or User means is any person who has an eligible subscriber ID that allows them to access the iPass Services and iPass Network. End User Agreement means a written agreement between Channel Partner and a Business Entity or an End User, containing terms and conditions at least as protective of iPass and its suppliers as the terms and conditions set forth in Exhibit E. iPass Hosted Authentication Service means a hosted, managed authentication service available within the iPass Portal and hosted by iPass. iPass Portal means the secure website accessible through http://www.ipass.com/ where Channel Partner may obtain information about iPass Services, including invoice, billing, ordering and account information, and submit technical support requests. iPass Web Content means the information and other materials/content provided to Channel Partner to use in developing Channel Partner's web site(s) or web pages to explain, promote and support the Service. Licensed Software Software means the Client Software and the Server Software and any Updates to the Client Software and the Server Software (if any). Mobile Network or iPass Network means iPass' multi-technology mobile access network which includes mobile broadband, Wi-Fi and Ethernet services. The iPass Network is subject to change by iPass upon notice to Partner, on condition that such changes do not materially degrade the network. The iPass Network does not include certain Wi-Fi services that are subject to supplier enforced restrictions. In addition, if any country is subject to a US embargo or other export restriction, it will not be deemed included in the foregoing list, the iPass Network will not be available from such country, and Customer agrees not to use the Licensed Software or the iPass Network in such country.. Services means the services and software provided by iPass as more fully described in Exhibit B attached hereto which allow access to the iPass Network. Term means the duration of the Agreement. Update means any bug fixes, patches or software updates for error corrections which iPass makes available to Channel Partner under this Agreement.

Page 12 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

EXHIBIT B IPASS SERVICES iPass Services - includes the following services: iPass Mobile Services are delivered to End Users through a cloud-based platform (the Platform) comprising software elements on the mobile device and available over the Internet. iPass' Platform gives control over the definition and management of mobility services configured to a carrier's specific needs. This architecture gives an End User choice in access services and serves as a bridge to future functionality through use of extensible web services standards, while keeping the operational and financial burden on carriers low by not requiring them to purchase, deploy and manage on-premises infrastructure. iPass' Platform is designed to provide Customer with reliability, flexibility, network security, policy enforcement, consolidated billing and scalability. The technology consists of the following principal components: i. Foundation Services. Provide the basic capabilities needed for a cloud-based platform, including the ability to manage users (add, remove, or change rights), authenticate users to access the platform, authorize access to particular functions, or track and audit use of the platform. ii. Operational Services. Are built on top of the iPass Foundation Services platform, enabling Customer to operate the various iPass' market- facing offers, including user profile/configuration management, network directory management, account management, order management, usage management, support, billing and training. iii. Presentation Services. Impact how information is presented to users of the Platform, usually through a web based portal. Presentation Services include web presentation, data validation, access control (controlling who can see and enter what), and web analytics. iv. Client Services. Provide the core update functionality within the Platform, with the ability to update the iPass Client Software, configuration files, and network registries associated with it, and to receive the data that the client collects. v. Curation Services. Ability of iPass platform to collect information about Open Networks and be able to decode the hotspot information and automate steps to connect to that Network. vi. High-Availability and Scalable Authentication Architecture. iPass' relationships with network service providers enables iPass to provide connectivity through multiple networks in over 100 countries on the Platform. As a result, the cloud-based Platform reduces the risk of service interruptions associated with depending on only one service provider. Furthermore, iPass' geographically distributed transaction centers act as a unified and fault-tolerant system that provides scalable and highly-available user authentication and quality management information collection. Each point in the authentication process is designed with built-in redundancy and fail-over capabilities.

Page 13 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

EXHIBIT C SERVICE FEES 1. Pricing. For each Business Entity where UTLD Pricing is elected, Channel Partner shall pay the fees based on the elected Business Entity User Base Package designated by Channel Partner for each order. The fees include the (i) use of the Mobility Management Services; (ii) unlimited iPass network access (except for certain premium in-flight Wi-Fi Services); and (iii) iPass Hosted Authentication Service. Additionally, no Business Entity Start Up Service Fees will be applied to new Business Entities electing the ULTD Pricing option. The fees for ULTD Pricing are defined in Table 1 below. The prices in Table 1 represent the transfer pricing from iPass to Channel Partner for ULTD Pricing. No further discounts are applied to this pricing. TABLE 1

Business Entity Committed Users Monthly Fee/User Minimum Monthly Fee

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

[***] [***] [***]

2. Channel Partner shall be charged a maximum rate of [***] per User (Special Pricing) for all Business Entities signed up by Channel Partner during the first three (3) full calendar months following the Effective Date (Introductory Period). The Special Pricing is contingent on a minimum order size of [***] users. Following twelve months after the month, during the Introductory Period, a Business Entity was signed, each Business Entity will be charged according to Table 1 above. By way of example and for clarity: For a Business Entity order placed in the first month following the Effective Date and with [***] Users, Channel Partner would be invoiced at [***] per User per month from the first month following the Business Entity order and twelve (12) months thereafter. After the first twelve months, and thereafter, Channel Partner will be charged for [***] Users at the rate of [***] per User per month, pursuant to Table 1 above.

Page 14 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

EXHIBIT D CUSTOMIZED SERVICES AND SUPPORT 1. SOFTWARE INSTALLATION SUPPORT . iPass personnel will work remotely with Channel Partner to assist the Channel Partner in the installation of the Server Software on Channel Partner's systems. iPass will provide the services indicated in Table 1 below in order to assist Channel Partner with implementation of Service for use by Channel Partner and End Users. Table 1-Start Up Services Service Access to iPass' expanding global network Automatic Phonebook updates Automatic Open Mobile updates RoamServer software updates Monthly Statement and Call Detail Records (CDRs) Help desk and deployment materials Monitoring for authentication failures Customized Open Mobile Client Software 1 Authentication realms (domains) 1 Technical Training Curriculum 1 Web-based session Sales and Marketing Training Curriculum 1 Web-based session Participation in open web conference training sessions scheduled by iPass Seats per year in open regional training scheduled by iPass 4 Access to self-paced training materials on iPass training portal 2. TECHNICAL SUPPORT 2.1 Definitions. Any capitalized terms used herein and not defined below are defined in the Agreement. (a) First Level Technical Support means taking End User calls, getting complete information from End Users regarding problems experienced by such End Users, testing the End User name and password, eliminating common End User errors, checking the network status page and escalating unresolved issues with written documentation detailing steps taken prior to escalation. (b) Second Level Technical Support means providing assistance to First Level Technical Support help desk for issues that cannot be resolved through First Level Technical Support. (c) Third Level Technical Support means providing technical assistance to Channel Partner's authorized Second Level Technical Support personnel for technical issues that cannot be resolved by Second Level Technical Support. 2.2 First Level Technical Support and Second Level Technical Support. Channel Partner or Business Entity will be responsible for providing its End Users First Level Technical Support. Channel Partner will be responsible for providing End Users Second Level Technical Support. Second Level Technical Support personnel who have received training regarding the Service and the Software from iPass pursuant to Section 2 of the Agreement will be authorized to contact the applicable Third Level Technical Support centers at iPass to resolve any problems that cannot be resolved by First Level Technical Support or Second Level Technical Support. Channel Partner may change its authorized contacts for Third Level Technical Support at any time upon written notice to iPass so long as any new authorized contacts have completed the requisite iPass training. 2.3 Third Level Technical Support. iPass will provide Channel Partner with Third Level Technical Support in accordance with iPass standard procedures. iPass will only be obligated to provide Third Level Technical Support for the Software if Channel Partner has installed all Updates released by iPass which fix errors in the Software in accordance with Section 2.4 below. Channel Partner must have its password and id available in order to access and submit a request, absent which iPass will have no obligation to provide Channel Partner with Third Level Technical Support.

Page 15 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

2.4 Software Updates. iPass will notify Channel Partner regarding the availability of Updates and make any applicable Updates available to Channel Partner free of charge through the iPass portal and/or automatic downloads. Unless an Update has been delivered to Channel Partner as a patch to correct an urgent problem (in which case distribution to End Users will be immediate upon receipt), Channel Partner will distribute to its End Users all Updates within thirty (30) days of such Update being made available to Channel Partner. Failure to implement Updates may subject Channel Partner to various fees, including end of life fees, in iPass' sole discretion. Further iPass may implement end of life fees upon reasonable notice to Channel Partner. 2.5 Requested Changes. Should Channel Partner desire that any changes be made to the Software or implemented in the Service, Channel Partner may submit a written request to iPass detailing the nature of the requested change. iPass agrees to analyze such proposed changes in good faith and respond in writing detailing the feasibility, expense, and anticipated schedule for implementing such change; provided that nothing hereunder obligates iPass to agree to make such change. Should the parties so agree in writing, iPass will make such change to the Software or the Service in accordance with the terms mutually agreed upon by the parties. 3. TRAINING. iPass will perform training services as agreed upon by the parties and in accordance with the terms of this Agreement. 4. SERVICE LEVELS AND ESCALATIONS 4.1 Additional Definitions. Availability means End Users having access to, full functionality and usage of the service. Service Levels means the minimum service levels to be achieved by iPass in relation to iPass' performance of its obligations as set out herein. Severity Level means the impact of or nature of a problem as set forth herein. Response means the iPass' acknowledgment of its receipt of a Trouble Report from Channel Partner. 4.2 iPass Support Services. iPass will provide Help Desk to Help Desk support to Channel Partner on components of the iPass Service e.g. the iPass Open Mobile Portal, Hosted Authentication Infrastructure. 4.3 Support Process The following support process shall be followed by the Channel Partner HELPDESK to report or escalate issues to the iPass Support Teams: a. Issue Identified to Customer Help Desk (i) The End User contacts the Channel Partner Help Desk. (ii) Channel Partner Helpdesk follows troubleshooting guide and reviews information in the iPass online knowledge base (help.ipass.com) and determines if internal resources can resolve the issue. (iii) If internal resources cannot resolve the issue, then Channel Partner Help Desk contacts iPass Customer Care via web-based support request. b. Entering a web-based Support Request (i) Access the Portal via url: https://openmobile.ipass.com (ii) Enter your username and password and click login. (iii) Access is available on the Dashboard tab. (iv) Click on the Manage Tickets link. (v) On the Cases tab select the Create New Case button or dropdown link (vi) Enter the appropriate information as required. Channel Partner Helpdesk shall provide call-back details (contact name and phone number) in all web-based support requests.

Page 16 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

c. Ticket Requirements At a minimum all Severity One and Severity Two problem reports shall contain the following in order to expedite investigation and verification of the problem: (i) Username and Description of observed behavior. (ii) Debug Logs if available. (iii) Steps to reproduce. (iv) Operating environment (Operating system, language, software version, profile number and hardware, as applicable.) (v) Dates / times of transaction failures. (vi) Name of network attempted. iPass may request additional information for verification of a reported problem as necessary. d. Customer Care Hotline For Severity One issues, iPass recommends that opening a web-based support request be followed by a phone call to iPass at one of the following Severity One Customer Care numbers: Inside the United States: +1-877-464-7277 Outside the United States: +1 650-232-4300 Dialing within Europe: +44 20 7010 8344 Phone numbers are available 24 hours a day, 7 seven days a week. Please note that in order to safeguard customers against unauthorized service activity, iPass will require that callers authenticate their credentials via the web based ticketing system prior to any action by iPass. All change requests MUST be in writing. In order to ensure that tickets are handled in order of receipt, by priority, calls of a nature which are not Severity One will be ticketed and placed in queue to be handled in order of receipt, by severity. 4.4 Service Levels (a) Support Request Response - For each Severity Level, iPass shall provide the following response Service Levels: For Channel Partner Helpdesk Support Requests submitted in accordance with the process defined herein. Problem Severity Response Service Level Severity One Targeted Response Time: Issues will receive a response from iPass within fifteen (15) minutes (1 hour on weekends and local public holidays) after submitting a Severity One support case followed by a phone call to iPass. Please note Severity One issues reported via a support case only will be responded to within 1 hour. Severity Two Targeted Response Time: Issues will receive a response from iPass within 8 hours of receipt of the request (except weekends and local public holidays.) Severity Three Targeted Response Time: Issues will receive a response from iPass within 12 hours of receipt of the request (except weekends and local public holidays.) (b) Problem Verification. iPass and Channel Partner will make reasonable efforts to verify any reported problem as soon as it is reported as well as any follow-up information that may be required. (c) Update Intervals. iPass will make reasonable efforts to keep Channel Partner's Second Level Technical Support personnel informed of the latest status on any problem submitted. In the event Channel Partner's Second Level Technical Support personnel requires more frequent updates, then these will be discussed and mutually agreed upon and will depend on the severity and complexity of the problem.

Page 17 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

(d) Severity Reclassification. To ensure that severe problems receive highest priority, iPass may modify a ticket submitted as Severity One issue if it clearly does not meet the criteria for Severity One. 4.5 iPass Support Escalation Process (a) When to Escalate an Issue (i) If iPass fails to respond within the prescribed service level response time, the Channel Partner Help Desk is encouraged to escalate the issue to the Escalation Contact in the respective time zone (see escalation contacts below.) (ii) If the iPass Customer Care Representative and the Channel Partner Help Desk cannot agree on an action plan to resolve an issue (Severity One, Two or Three), then the iPass Customer Care Representative and the Channel Partner Help Desk are encouraged to escalate the issue to the Director of Customer Care. (iii) Once a plan has been agreed, iPass will work to resolve the issue. If the Channel Partner Help Desk is not satisfied with the progress that is being made to resolve an issue, they are encouraged to contact the Director of Customer Care. (b) How to Escalate an Issue (i) All escalations should be in writing (to the e-mail address listed below) or by phone followed up with a summary from Channel Partner 's Help Desk. (ii) Written documentation should outline the original issue and progress to date. It should also include impact to the customer and reason for the escalation. (c) Response to Escalation (i) The Director of Customer Care will respond upon receipt to any escalations. (ii) Escalations will take priority over any issue of the same severity level. Customer Care Escalation Contact Location/Time Zone London, UK (GMT) Regional Contact Richard Sabbarton email rsabbarton@ipass.com Office Phone +44 20 7010 8319 Location/Time Zone Redwood Shores, US (PST) Regional Contact Saritha Padubidri email spadubid@ipass.com Office Phone + 1 650 232 4127 Location/Time Zone Bangalore, IN (IST) Regional Contact Sujith Varijakshan email svarijakshan@ipass.com Office Phone +91 80 41380976 ESCALATION Manager - Director of Support Escalation Manager Alan Ridgewell email aridgewell@ipass.com Office Phone +44 20 7010 8304

Page 18 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

EXHIBIT E MINIMUM END USER TERMS Channel Partner when used herein has the same meaning as in the Agreement. Channel Partner should change the word Channel Partner herein to its name when drafting End User agreements. You referred to herein refers to the End User(s). iPass as referenced herein shall mean iPass Inc. Capitalized terms used herein shall have the same meaning ascribed to them in the Agreement. 1. By its very nature, the Internet contains offensive and/or harmful material, in some cases under descriptions that have been mislabeled or are otherwise deceptive. Neither Channel Partner, iPass nor their suppliers shall be responsible for any damages suffered by any person as a result of obtaining Internet access. Access to the Internet is provided solely on an AS IS basis. Neither Channel Partner, iPass, nor its suppliers warrant, nor do they assume responsibility for, any consequences suffered by any person as a result of Internet access including, without limitation, those suffered as a result of accessing Internet information and content, such as, by way of example only, the possibility of contracting computer viruses, accessing information with offensive, inaccurate or inappropriate content. Channel Partner, iPass and its suppliers exercise no control whatsoever over the content of the information passing through their systems. 2. You agree to be bound by the usage policies of iPass including, by way of example, its Privacy Policy. You acknowledge and agree that iPass may disclose your usage data to Channel Partner and other third parties as detailed in iPass' Privacy Policy (see http:www.ipass.com). You accept that certain uses of your data are necessary to enable provision of the Services to you and accordingly that if you withdraw your consent for iPass to use your data as is detailed in its Privacy Policy the supply of the Service to you may have to be terminated. You acknowledge and agree that all End Users must exercise their own due diligence before relying on any information available on the Internet, and must determine that they have all necessary rights to copy, publish or otherwise distribute any such information available on the Internet under copyright and other applicable laws. 3. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS, AND CHANNEL PARTNER, IPASS AND THEIR SUPPLIERS DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES AND THERE ARE NO CONDITIONS OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INTERFERENCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF SERVICES. ANY STATEMENTS MADE IN ANY PACKAGING, MANUALS, WRITTEN OR ELECTRONIC DOCUMENTS, OR BY ANY CHANNEL PARTNER OR IPASS EMPLOYEES, REPRESENTATIVES, OR AGENTS, ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND NOT AS REPRESENTATIONS OR WARRANTIES OF ANY KIND. CHANNEL PARTNER, IPASS AND THEIR SUPPLIERS DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR FREE FROM SERVICE DEGRADATION, OR THAT ANY INFORMATION, SOFTWARE, OR OTHER MATERIAL ACCESSIBLE ON THE SERVICES ARE FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING, INTERFERING, OR DESTRUCTIVE PROPERTIES. CHANNEL PARTNER, IPASS AND THEIR SUUPLIERS CANNOT AND DO NOT GUARANTEE THE SECURITY OR INTEGRITY OF DATA TRANSMISSION OR STORAGE, OR THAT VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES WILL BE DETECTED OR REMEDIATED BY SERVICES. SERVICES ARE ONLY AVAILABLE WITHIN THE COVERAGE AREA OF THE IPASS NETWORK, WHICH IS SUBJECT TO CHANGE. YOU ACKNOWLEDGE THAT SERVICES MAY BE TEMPORARILY UNAVAILABLE FOR MAINTENANCE, EQUIPMENT MODIFICATIONS, OR UPGRADES, AND FOR OTHER REASONS WITHIN AND WITHOUT THE DIRECT CONTROL OF IPASS. 4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CHANNEL PARTNER, IPASS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR INTERRUPTED COMMUNICATIONS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE.

Page 19 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

5. You may not use the Services to take any actions or make any statements that, by way of example only: (a) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) violate any applicable law, statute, ordinance or regulation (including without limitation those regarding export control); (c) are defamatory, trade libelous or unlawfully threatening; (d) are pornographic or obscene; (e) violate any laws regarding unfair competition, antidiscrimination or false advertising, (f) result in the distribution of viruses, Trojan horses, worms, time bombs, cancelbots, chain letters or other similar harmful or deleterious programming routines, or (g) result in the unauthorized entry to any other machine accessible via the network. You may not use the Services to distribute any bulk unsolicited emails or otherwise cause an excessive or disproportionate load on Channel Partner's, iPass' or their suppliers' infrastructure. Any access to other networks connected to Channel Partner's, iPass' and its suppliers' networks must comply with the rules appropriate for such networks. Violation of the foregoing may result in termination of access. Given the current regulatory and technical environment you should not have an expectation of privacy in your online activities 6. iPass and its suppliers shall be deemed to be third-party beneficiaries of this agreement, with the right to enforce the terms of this agreement. You agree that this Agreement is expressly for the benefit of Channel Partner, iPass and its suppliers and may be enforced by them. 7. You may not resell or redistribute any of the Services to any third parties. 8. Subject to the terms and conditions of this agreement, Channel Partner grants to you a royalty-free, non-exclusive, non-transferable, limited license right exercisable solely during the term of this agreement to: (1) reproduce, exactly as provided by Channel Partner, object code copies of the Client Software, as needed for distribution to your End Users the iPass Software; and to install and use the iPass Licensed Software. You acknowledge that the Licensed Software contains the valuable information of iPass and its suppliers, and agree not to cause or permit the modification, reverse engineering, translation, disassembly, or decompilation of, or otherwise to attempt to derive the source code of such Licensed Software, whether in whole or in part (except to the extent permitted by applicable law). You will not obfuscate, alter or remove any copyright, trademark or other proprietary notice or legend on or in the Licensed Software and associated Documentation and will include all such markings in all copies of such materials. 9. The Services may be suspended or terminated if you breach these terms. Any breach of these terms by your End Users shall be deemed a breach by you. 10. This Agreement shall terminate upon termination of the agreement between Channel Partner and iPass.

Page 20 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

EXHIBIT F IPASS MARKS

iPass®️ iPass Open Mobile™️ iPass Open Mobile Exchange™️ iPass OMX™️ iPass ULTD

Page 21 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018

EXHIBIT G PARATEUM SERVICES Subject to the terms and conditions below, Channel Partner (Pareteum Corporation) will provide on a non-exclusive basis the following services to iPass for resale to iPass' customers: Managed Services Platform and Global Cloud Mobility Platform (collectively, the Pareteum Services). Channel Partner (Pareteum Corporation) and iPass shall mutually agree upon the terms and conditions (which will include, without limitation, the scope and geography where the Pareteum Services may be resold, fees and support service and related user terms) upon the earlier to occur of: (i) iPass' first proposed resale of the Pareteum Services to one of its customers; or (ii) within ninety (90) days from the Effective Date. Once the parties have mutually agreed upon the foregoing terms and conditions, the parties will amend this Exhibit G to reflect the terms by which iPass may resell the Pareteum Services.

Page 22 of 22 iPass Channel Partner Reseller Agreement 04.18.2018 iPass Confidential

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934, as amended.

Source: IPASS INC, 8-K, 12/3/2018
Question: Highlight the parts (if any) of this contract related to Third Party Beneficiary that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?

Output: iPass and its suppliers shall be deemed to be third-party beneficiaries of this agreement, with the right to enforce the terms of this agreement.

Input: Consider Input: ENDORSEMENT AGREEMENT

THIS ENDORSEMENT AGREEMENT is made and entered into effective this day of ___________________, 19__, by and between SPORT-HALEY, INC., a Colorado corporation (the Company), and _________________ (hereinafter referred to as the Professional).

WHEREAS, the Professional is an active, exempt and full-time touring professional on the Professional Golfer's Association Tour (the PGA Tour); and/or (the Senior PGA Tour) and

WHEREAS, the company is in the business of designing and marketing quality men's and women's golf and active sportswear under the Haley label and desires to obtain the services of the Professional in endorsing, promoting and publicizing the Company and Haley apparel;

NOW, THEREFORE, in consideration of the agreements of the parties set forth below, and in consideration of the Company's agreement to make the payments below described to the Professional the parties hereto agree as follows:

1. SERVICES OF THE PROFESSIONAL. The Professional agrees to perform the following services during the term of this Agreement:

a. The Professional agrees that, with respect to men's apparel, he will exclusively endorse and use exclusively in play, practice, exhibits, clinics and other events open to the media or public, Haley brand apparel which shall consist of shirts, vests, jackets, sweaters, pants and shorts (if permitted by applicable rules).

b. The Professional grants to the Company the exclusive worldwide right and license to use his name, autograph, likeness, photographs, electronic media depiction, signature and any other words, symbols or depiction's which would identify the Professional to the public in connection with the advertising, promotion, publicizing, sale and distribution of Haley apparel by the Company.

c. Upon reasonable written request of the Company which shall be tendered at least 30 days prior the date requested, the Professional shall make himself available for the purpose of posing for print ads, making commercials and other promotional materials, or attending promotional events organized by the Company once per calendar year. In the event of such requests by the Company, the company shall be responsible for the payment of all reasonable travel, lodging and meal expenses incurred in connection with the Professional rendering services described in this subsection. Should the services of the Professional be required for longer than one day, the Professional shall be entitled to his daily appearance fee, plus reasonable expenses, for each day in excess of one day.

d. The Professional shall have the opportunity to select from the Company's semi-annual golf sportswear collections for the purposes of obtaining a wardrobe of Haley apparel suitable to the Professional at the Company's expense. The Company shall have the right to place on the left chest and right sleeve of any jackets, shirts, vests, or sweaters and above the back pocket of any pants selected by the Professional the Company's logo and name in use by the Company at that time.

2. RIGHTS OF USAGE. As described in Section 1(b) above, the Professional has granted the company an exclusive worldwide right and license to use his name, autograph, likeness, photographs, electronic media depiction, signature and any other words, symbols or depiction's (hereinafter the Professional's Image) which will identify the Professional to the public in connection with the advertising, promotion, publicizing, sale and distribution of Haley apparel. The Company shall have unlimited rights of utilization of the Professional's Image in all advertising, promotion, publicity and other forms of communication with any part during the term of this Agreement, it being the intent of the Professional that the Company's utilization of the Professional's Image shall be at the discretion of the Company. The right of usage described herein shall be subject to the requirement that the Company shall not place the Professional's Image in an unfavorable light. The Professional or the Professional's designated agent shall have the right to review any advertising, promotion or publicity materials utilized by the company which contain the Professional's Image on reasonable written or oral request to the Company during the term of this Agreement.

3. COMPENSATION OF THE PROFESSIONAL. In consideration of the rights granted to the Company and the services to be provided by the Professional, the Professional shall receive the following compensation:

4. PAYMENTS. All payments to be made to the Professional pursuant to the terms of this Agreement shall be made to the Professional and delivered to ________________________________________________________ _____________________________________________________________________

_____________________________________________________________________

or at such other address as shall be designated in writing by Professional.

5. RETENTION OF ENDORSEMENT RIGHTS. Except with respect to endorsement rights granted to the Company for the apparel described herein, the Professional shall retain all rights in and to the professional's name and endorsement and the Professional shall not be prevented from using, permitting or licensing others to use the Professional name or endorsement in connection with the advertising, promotion or sale of any product other than golf apparel as described in Section 1 hereof. The Professional represents and warrants that no agreement, contract or understanding exists which would prevent or limit the performance of any of his obligations under this Agreement.

6. TERM. The term of this Agreement shall extend from the date of execution hereof through and until _______, unless extended by written agreement of the parties. The parties shall use their best efforts to reach agreement on the terms of any such extension. In the event the Professional should for any reason become a non-exempt PGA Tour player, the Company shall have the right to terminate this Agreement at its discretion at any time during the initial term or any extension thereof. Additionally, if either part shall fail to observe or perform any of the agreements or obligations undertaken by such party hereunder, and such failure or default shall continue for a period of 30 days following notice from the non-defaulting party to the defaulting party during which such failure or default shall not have been cured by the defaulting party, then the non-defaulting party shall have the right to terminate this Agreement following the expiration of such 30-day notice period. The non-defaulting part hereunder. Following the expiration of 90 days from the termination or expiration of this Agreement, the Company shall cease usage of all publicity, promotion and advertising materials which contain the Professional's Image, it being the understanding of the parties that during such 90-day period the Company shall have the right to use such remaining publicity, promotion or advertising materials as shall then be available to the Company.

7. NOTICE. All notices and communications required or permitted to be given hereunder shall be in writing, signed by the sender, and delivered by registered or certified mail to:

If to the Company: Robert G. Tomlinson, Chairman and CEO Sport-Haley, Inc. 4600 East 48th Avenue Denver, CO 80216

With a copy to: Robert W. Walter, Esq. Berliner Zisser Walter & Gallegos, P. C. Suite 4700 1700 Lincoln Street Denver, CO 80203

If to the Professional:

With a copy to:

or such other address as shall have been furnished in writing by the parties to each other.

8. ENTIRE AND SOLE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes all statements, promises and understandings, whether oral or written, with respect to subject matter hereof.

9. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by the Professional under any circumstances. The Company shall not be entitled to assign this Agreement to any other party without the Professional's express prior written consent, except any assignment by the Company as a result of a stock exchange, merger, consolidation, or sale of substantially all of the assets of the Company, in which case not such consent shall be required.

10. SEVERABILITY. Should any one or more of the provisions of this Agreement be determined to be illegal or unenforceable, all other provisions of this Agreement shall be given effect separately from the provision or provisions determined to be illegal or unenforceable.

11. GOVERNING LAW. This Agreement shall be construed and enforced in accordance with, and governed by the laws of the State of Colorado without regard to conflicts of laws principles.

12. COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same Agreement. Facsimile signatures shall be accepted by the parties hereto as original signatures for all purposes.

13. HEADINGS. The headings in this Agreement are for purposes of convenience and easy reference only and shall not limit or otherwise

affect the meaning hereof.

14. DISPUTES. In the event of any dispute which arises between the parties and which relates to the subject matter of this Agreement, the parties acknowledge and agree that any such dispute shall be submitted for binding arbitration in accordance with the arbitration procedures established by the American arbitration Association in Denver, Colorado. If such association is not then in existence, an independent association of arbitrators may be utilized which is designated by agreement of the parties. In the event the parties are unable to agree on an independent association of arbitrators, either party may apply to a court of competent jurisdiction for appointment of arbitrators.

IN WITNESS WHEREOF, the Company and the Professional have executed this Endorsement Agreement as of the day and year first above written.

PROFESSIONAL:

----------------------------------------

COMPANY:

SPORT-HALEY, INC.

By: -------------------------------------
Question: Highlight the parts (if any) of this contract related to Post-Termination Services that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?
Output: Following the expiration of 90 days from the termination or expiration of this Agreement, the Company shall cease usage of all publicity, promotion and advertising materials which contain the Professional's Image, it being the understanding of the parties that during such 90-day period the Company shall have the right to use such remaining publicity, promotion or advertising materials as shall then be available to the Company.