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1 L;Kasdj Fkl; Kla;Sdj Fl;Kasj Dfkl;Sja Df A&W TRADE MARKS LIMITED PARTNERSHIP (the “Partnership”) and A & W FOOD SERVICES OF CANADA INC. (“Food Services”) NINTH AMENDING AGREEMENT TO AMENDED AND RESTATED LICENCE AND ROYALTY AGREEMENT January 5, 2018 22483|3589363_2|RVEITCH NINTH AMENDING AGREEMENT TO AMENDED AND RESTATED LICENCE AND ROYALTY AGREEMENT This Ninth Amending Agreement made as of January 5, 2018 between A&W Trade Marks Limited Partnership, a limited partnership formed under the laws of British Columbia (the “Partnership”) and A & W Food Services of Canada Inc., a Canadian corporation (“Food Services”). WHEREAS the Partnership and Food Services entered into an Amended and Restated Licence and Royalty Agreement dated December 22, 2010, as amended January 5, 2011, January 5, 2012, January 5, 2013, January 5, 2014, January 5, 2015, January 5, 2016, December 19, 2016 and January 5, 2017 (as so amended, the “Licence and Royalty Agreement”) pursuant to which Schedule A thereto would be amended on an annual basis to add Proposed Additional A&W Outlets and to remove A&W Outlets that had Permanently Closed during the immediately preceding Reporting Period; AND WHEREAS Schedule B hereto sets out the Proposed Additional A&W Outlets to be added to the Royalty Pool on January 5, 2018, being the Adjustment Date for the Reporting Period commencing November 6, 2017; AND WHEREAS Schedule C hereto sets out the A&W Outlets that Permanently Closed during the Reporting Period ended November 5, 2017; AND WHEREAS Schedule D hereto sets out the conveyances and regrants of A&W Outlets contained in the Royalty Pool during the Reporting Period ended November 5, 2017; AND WHEREAS the parties hereto are desirous of amending the Licence and Royalty Agreement pursuant to the terms thereof to add the Proposed Additional A&W Outlets listed in Schedule B hereto to the Royalty Pool, to remove the Permanently Closed A&W Outlets listed in Schedule C hereto from the Royalty Pool, and to record the conveyances and regrants set out in Schedule D hereto. NOW THEREFORE THIS AGREEMENT WITNESSETH THAT, in consideration of the premises and mutual covenants and agreements herein set forth and other good and valuable consideration set out herein, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereto agree as follows: ARTICLE 1 INTERPRETATION Section 1.1 Definitions In this Agreement, unless the context otherwise requires, capitalized terms used herein shall have the same meaning as set out in the Licence and Royalty Agreement. 22483|3589363_2|RVEITCH 2 Section 1.2 Interpretation Not Affected by Headings, etc. The division of this Agreement into Articles, Sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. Unless otherwise indicated, all references to an “Article” or “Section” followed by a number and/or a letter refer to the specified Article or Section of this Agreement. The terms “this Agreement”, “hereof”, “herein” and “hereunder” and similar expressions refer to this Agreement (including the Schedules hereto) and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto. Section 1.3 Number, etc. Unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders. Section 1.4 Schedules The following Schedules attached hereto are incorporated herein by reference and deemed to be a part hereof: Schedule A Amended and Restated Royalty Pool Schedule B Proposed Additional A&W Outlets Schedule C A&W Outlets Permanently Closed Schedule D Conveyances and Regrants ARTICLE 2 AMENDMENTS TO LICENCE AND ROYALTY AGREEMENT Section 2.1 Amendment of Royalty Pool (1) Food Services represents and warrants to the Partnership that: (a) Schedule A attached hereto sets out the amended and restated Royalty Pool under the Licence and Royalty Agreement after taking into effect the addition of the Proposed Additional A&W Outlets listed in Schedule B hereto, the removal of the A&W Outlets that have Permanently Closed listed in Schedule C hereto and the conveyances and regrants set out in Schedule D hereto; (b) Schedule B attached hereto sets out the Proposed Additional A&W Outlets to be added to the Royalty Pool on January 5, 2018; (c) Schedule C attached hereto sets out the A&W Outlets that Permanently Closed during the Reporting Period ended November 5, 2017; and (d) Schedule D attached hereto sets out the conveyances and regrants of A&W Outlets contained in the Royalty Pool during the Reporting Period ended November 5, 2017. 22483|3589363_2|RVEITCH 3 (2) Effective January 5, 2018, the Parties hereto hereby agree that the Royalty Pool be and is hereby amended and restated as set out in Schedule A attached hereto. Section 2.2 Amendment Procedure The parties hereto agree that the amendment procedure with respect to the Royalty Pool shall be completed in accordance with the terms and procedures set out in the Licence and Royalty Agreement. ARTICLE 3 MISCELLANEOUS Section 3.1 Assignment Neither party shall assign its interest in this Agreement or any part hereof without the prior written consent of the other party. Section 3.2 Further Assurances The parties agree that they will execute all necessary or desirable documents and generally provide such further assurances as may be required in order to enable compliance with all obligations hereunder. Section 3.3 Binding Effect This Agreement shall be binding upon and enure to the benefit of the parties hereto and their successors and permitted assigns. Section 3.4 Law This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. Section 3.5 Language The parties have requested that this Agreement and all communications and documents relating to this Agreement be expressed in the English language. Les parties ont exige que la presente convention ainsi que tous communications et documents s’y rattachant soient rediges dans la langue anglaise. Section 3.6 Amendment The Licence and Royalty Agreement, as amended by this Agreement, shall be read together as if the amendments to the Licence and Royalty Agreement contained herein were incorporated therein and shall be referred to collectively as the “Licence and Royalty Agreement”. Except as amended hereby, the Licence and Royalty Agreement shall continue in full force and effect. 22483|3589363_2|RVEITCH 4 Section 3.7 Counterparts This Agreement may be executed by telecopier or other means of electronic transmission and in one or more counterparts, each of which shall be deemed to be an original and both of which together shall be deemed to be one and the same instrument. IN WITNESS WHEREOF the parties have caused this Agreement to be executed by their duly authorized officers. A&W TRADE MARKS LIMITED PARTNERSHIP, by its General Partner A&W TRADE MARKS INC. By: ______________________________________ Authorized Signing Officer A & W FOOD SERVICES OF CANADA INC. By: Authorized Signing Officer 22483|3589363_2|RVEITCH SCHEDULE A AMENDED AND RESTATED ROYALTY POOL (see attached) 22483|3589363_2|RVEITCH SCHEDULE A AMENDED AND RESTATED ROYALTY POOL Rest. No Franchisee/Operator Address of A&W Restaurant Franchise Franchise Agreement # Agreement Expiry Date 0079 Speed Food Services Ltd. Unit 410C, Willowbrook Mall 2197 01-Jun-2019 19705 Fraser Highway Langley, BC V3A 7E9 0111 K & S Foods Ltd. Cottonwood Mall, #105 2284 31-Jul-2020 45585 Luckakuck Way Chilliwack, BC V2R 1A1 0119 316839 B.C. Ltd. Haney Place Mall A-142 31-Jan-2037 11900 Haney Pl Maple Ridge, BC V2X 8R9 0154 Dine & Dash Restaurant Ltd. Domestic Terminal Building 1386 30-Sep-2018 Level 3, B3842.01 Richmond, BC V7B 0A5 0160 The Friendship Food Company Ltd. Richmond Centre, Unit 2435 N-024 31-Oct-2022 6551 No. 3 Road Richmond, BC V6Y 2B6 0172 Federal Foods Ltd. 1105 Lakeside Drive 2363 14-Jul-2021 Chahko-Mika Mall Nelson, BC V1L 5Z3 0173 The Friendship Food Company Ltd. 9855 Austin Ave N-175 30-Apr-2023 Lougheed Town Centre, No. 721K Burnaby, BC V3J 1N4 0180 33888 AW Investments Ltd. Semiahmoo Shopping Centre 2338 31-Mar-2021 1701 - 152nd St, Unit 140 Surrey, BC V4A 4N3 0183 The Friendship Food Company Ltd. Coquitlam Centre 2342 31-Oct-2020 2618 - 2929 Barnet Hwy Coquitlam, BC V3B 5R5 0189 Besto Enterprises Ltd. Brentwood Mall, #731 1295 31-Mar-2018 4567 Lougheed Hwy Burnaby, BC V5C 3Z6 0194 Al-Baraka Investments Inc. Park Royal South, #FC06 N-314 31-Oct-2025 2002 Marine Drive West Vancouver, BC V7T 1A1 0195 Oakridge Foods Ltd. Oakridge Centre, #F-08 A-154 2-Apr-2032 650 - 41st Ave W Vancouver, BC V5Z 2M9 0198 Abby Foods Ltd. Unit 402 Sevenoaks Shopping Centre 1562 14-Nov-2020 32900 Fraser Way South Abbotsford, BC V2S 5A1 0217 Terrace Group Foods Ltd. #101 - 9685 Highway 97 1984 24-Sep-2026 Winfield, BC V4V 1P5 0226 The Friendship Food Company Ltd. 2526 St. John's St 1372 31-Mar-2018 Port Moody, BC V3H 2B4 0251 Waskesiu Boat Services Ltd. 45801 First Avenue A-129 31-Dec-2036 Chilliwack, BC V2P 1R3 0260 T.R.C. Fast Foods Ltd. 1204 Cranbrook St 2144 30-Oct-2018 Cranbrook, BC V1C 3S5 0262 Jo-Al Foods Ltd. 465 - E2 Merecroft Rd N-262 14-Mar-2025 Campbell River, BC V9W 6K6 0285 G.M. Foods Ltd. 581 - C Ryan Rd N-085 14-Aug-2018 Courtenay, BC V9N 3R5 0286 Hen-Car Enterprises Ltd. 1982 Columbia Ave 1051 30-Apr-2024 Castlegar, BC V1N 2W7 0287 Speed Food Enterprises Ltd. 6241 – 200th St.
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