“BURGER LOUNGE”

FRANCHISE AGREEMENT

TABLE OF CONTENTS

1. APPOINTMENT
2. TERM
3. FEES
4. ACCOUNTING AND RECORDS
5. PROPRIETARY MARKS
6. OBLIGATIONS OF CORPORATE OR
PARTNERSHIP FRANCHISEE
7. CONFIDENTIAL OPERATING STANDARDS
MANUAL & TRAINING
8. DUTIES OF THE FRANCHISOR
9. DUTIES OF THE FRANCHISEE
10.INSURANCE
11.CONFIDENTIAL INFORMATION
12.COVENANTS
13.TRANSFERABILITY OF INTEREST
14.TERMINATION
15.EFFECT OF TERMINATION OR EXPIRATION
16.TAXES, PERMITS, AND INDEBTEDNESS
17.INDEPENDENT CONTRACTOR AND
INDEMNIFICATION
18.APPROVALS AND WAIVERS
19.CORRESPONDENCE & NOTICES
20.SEVERABILITY AND CONSTRUCTION
21.ENTIRE AGREEMENT: SURVIVAL
22.ACKNOWLEDGMENTS
23.APPLICABLE LAW: VENUE
24.EXHIBIT A

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 FRANCHISE AGREEMENT

THIS AGREEMENT (the "Agreement") is made this

_____________________________________________
__________ - _____________________ dated
___(Day) (Month) (Year)_________________, by and
between Grapa Foods PVT LTD, a registered company
represented by its director (Name), having its principal
place of business and office at Office (OFFICE
ADDRESS) ("Franchisor")
AND

Franchisee name and address

WITNESSETH:

WHEREAS, Franchisor has developed and owns a

unique system for opening and operating branded fast
food QSR outlets and/or delivery restaurants by the
brand name “Burger Lounge”, specializing in Burger
based recipes and other menu items developed and
owned by Franchisor - the "Burger Lounge” brand;

WHEREAS, the distinguishing characteristics of

Franchisor's Burger Lounge Brand include, without
limitation, the names “Burger Lounge" and its
LOGO/DESIGNS, specially designed buildings,
distinctive interior and exterior layouts, decor, color

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schemes, and furnishings; confidential food formulae
and recipes used in the preparation of food products
and, particularly, the unique specialized menus;
standards and specifications for equipment, equipment
layouts, products, operating procedures, and
management programs, all of which may be changed,
improved, and further developed by Franchisor from
time to time.

WHEREAS, Franchisor identifies the “Burger Lounge"

by means of certain trade names, service marks,
trademarks, logos, emblems, and other indicia of origin,
including, but not limited to, the mark “Burger Lounge"
and such other trade names, service marks, trademarks
and trade dress as are now, or may hereafter, be
designated by Franchisor for use in connection with the
“Burger Lounge" Brand (collectively referred to as the
If Proprietary Marks).

WHEREAS, Franchisor continues to develop, use, and

control the use of such
Proprietary Marks in order to identify for the public the
source of services and products marketed there under
the “Burger Lounge” Brand and to represent the
System's high standards of quality, appearance, and
service.

WHEREAS, Franchisee desires/wishes to receive

assistance, training, and a license from Franchisor for

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 the establishment and operation of a Franchise under
the name "Burger Lounge," incorporating the associated
brand and business system.

WHEREAS, Franchisee acknowledges the significance

of the "Burger Lounge" System and the high and
consistent standards pertaining to quality, cleanliness,
appearance, and service integral to the "Burger Lounge"
brand. Franchisee further recognizes the imperative to
establish and conduct "Burger Lounge" Restaurants in
strict conformity with the prescribed "Burger Lounge"
System.

NOW, THEREFORE, in consideration of the mutual

covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as
follows:

1. APPOINTMENT

1.1. In accordance with the stipulations provided herein

and subject to the mutual covenants contained, the
Franchisor hereby confers upon the Franchisee a
franchise arrangement for the establishment and
operation of a "Burger Lounge" Quick Service
Restaurant (QSR) outlet/delivery restaurant (referred to
herein as the "Unit," "Franchised Unit," "Franchised
Business," or "Restaurant") at a singular location,
specifically defined as follows:

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 Location Description: [INSERT DETAILED
DESCRIPTION OF THE LOCATION, INCLUDING
THE COMPLETE ADDRESS]

This Franchise is granted pursuant to the terms and

conditions outlined in this agreement and is subject to
the stipulations delineated in the development
agreement executed between the Franchisor and the
Franchisee on [Insert Date] (the "Development
Agreement"), a copy of which is appended hereto and
incorporated by reference. Additionally, the Franchisee
is granted a license to employ Franchisor's Proprietary
Marks and the "Burger Lounge" System in connection
with the operation of the aforementioned establishment.

1.2. Protected Territory.

Subject to the terms and conditions described in this

Agreement, and on the condition that the Franchisee is
not in default under this Agreement or any other
Agreement between the Franchisor (or any parent,
subsidiary, or affiliate of the Franchisor) and the
Franchisee (or any parent, subsidiary, or affiliate of the
Franchisee), the Franchisor hereby undertakes not to
establish, nor authorize another entity to establish, a
restaurant under the "Burger Lounge" System
throughout the duration of this Agreement within the
geographic boundaries detailed in the location
description in this Agreement, hereinafter referred to as

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 (the "Protected Area"), without Franchisee’s prior
written consent. Notwithstanding the foregoing,
Franchisor may, from time to time during the term
hereof, reduce or modify the Protected Area to
encompass a geographic area immediately surrounding
the Franchised Unit which shall include a population
(residential and/or daytime business or commercial) of
no less than 50,000 people, which modification shall
become effective upon Franchisee' s receipt of written
notice from Franchisor to Franchisee.

“Protect Area details” -

________________________________

1.3. Exemptions and Exclusive Franchisor Rights for

Designated Locations:

The provisions outlined in Section 1.2 of this

Agreement shall not be applicable in the event that the
Franchised Unit operates in any of the following types
of locations and/or with respect to such locations within
the Protected Area, at which Franchisor retains the
exclusive right, at its sole discretion, to Franchise
and/or operate “Burger Lounge" (Restaurants, and to
distribute “Burger Lounge” food products by any
means. by any means “Burger Lounge” food products:

The specified locations are as follows:

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 1.3.1. Existing Franchised Units and/or Franchised Units for
which Franchise Agreements were previously executed.
1.3.2. Transportation facilities (including airports, train
stations, bus stations, etc.)
1.3.3. Toll roads and major thoroughfares.
1.3.4. Educational facilities (including schools, colleges and
universities)
1.3.5. Institutional feeding facilities (including, but not
limited to, airports, hospitals, hotels, and corporate or
school cafeterias.
1.3.6. Government institutions and facilities.
1.3.7. Enclosed shopping malls.
1.3.8. Military bases.
1.3.9. Casinos.
1.3.10. Amusement and/or theme parks.
1.3.11. A geographical area where the total population is
more than 50,000.

1.4. Non-Exclusivity and Territorial Rights:

Except as otherwise set forth herein, (a) the franchise

granted to Franchisee under this Agreement is non-
exclusive, and grants to Franchisee the rights to
establish and operate the Franchised Unit at the specific
location outlined hereinabove, (b) no exclusive,
protected or other territorial rights in the contiguous
area or market of such Franchised Unit or otherwise is
hereby granted or to be inferred and (c) Franchisor
and/or its affiliates have the right to operate and grant as
many other franchises for the operation of “Burger

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 Lounge” QSR outlets/delivery restaurants, anywhere in
the world, as they shall, in their sole discretion, elect.

2. TERM

2.1. Except as otherwise explicitly stipulated in this

Agreement, the initial term of this Franchise Agreement
(referred to as the "Term") shall conclude on the Fifth
(5th) anniversary from the date of signing of this
agreement for the Franchised Unit. For all intents and
purposes within this Agreement, the date of
commencement of operation of the Franchised Unit
shall be the date verified in writing by the Franchisor
and delivered to the Franchisee in a form substantially
similar to the Notice attached hereto as Exhibit A. The
Franchisee agrees and shall be obligated to operate the
Franchised Unit and fulfill its obligations hereunder for
the entirety of the Term of this Agreement.

2.2. Franchisee may, at its option, renew this Franchise for

one (l) additional period of Five (05) years, provided
that, at the time of renewal:

2.2.1. Franchisee must provide written notice to the

Franchisor expressing the election to renew no less than
six (6) months nor more than twelve (12) months before
the conclusion of the initial term.

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2.2.2. Franchisee must execute the Franchisor's prevailing
standard form of Franchise agreement at the time of
renewal. This agreement may include, without
limitation, a higher royalty fee and an increased
marketing contribution, if any, compared to the terms
set forth in this Agreement. The term of the renewed
agreement shall be as specified in Section 2.2. of this
Agreement herein but shall not incorporate any further
renewal rights.

2.2.3. Franchisee shall execute a general release, as per the

form prescribed by the Franchisor, releasing any and all
claims against the Franchisor, its subsidiaries, affiliates,
and their respective officers, directors, agents, and
employees.

2.2.4. Franchisee must not be in default of any provision of

this Agreement, any amendment hereto or successor
hereto, or any other agreement between the Franchisee
and the Franchisor, or any subsidiary or affiliate of the
Franchisor. The Franchisee shall faithfully perform all
obligations throughout the term of this Agreement.

2.2.5. Franchisee shall have fulfilled all monetary

obligations owed to the Franchisor, its subsidiaries, and
affiliates, and any indebtedness of Franchisee
guaranteed by the Franchisor. Franchisee shall timely
pay or otherwise satisfy these obligations throughout
the term of this Agreement.

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2.2.6. Franchisee agrees, at its sole cost and expense, to
reimagine, renovate, refurbish, and modernize the
Franchised Unit within the timeframe specified by the
Franchisor. This includes adherence to Franchisor's
then-current standards, specifications, and design
criteria for "Burger Lounge" QSR outlets/delivery
restaurants, encompassing building design, parking lot,
landscaping, equipment, signs, interior and exterior
decor items, fixtures, furnishings, trade dress, color
scheme, presentation of trademarks and service marks,
supplies, and other products and materials. This
obligation encompasses structural changes, remodeling,
redecoration, and necessary modifications to existing
improvements as specified in the then-current Franchise
agreement, Confidential Operating Standards Manual
(as defined herein), or otherwise communicated in
writing by the Franchisor.

3. FEES

3.1. The Franchisee agrees to the following fee structure:

Upfront Franchise Fee: Rs. 5,00,000/-
Royalty Fees Based on Monthly Turnover (Excluding
Taxes):
● Up to Rs. 3,00,000/-: Nil Royalty
● From Rs. 3,00,000/- to Rs. 4,50,000/-: 6%
Royalty
● Above Rs. 4,50,000/-: 8% Royalty

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 The above fee structure applies to thi Single Format of
Business as described herein.

3.1.1. The Franchisee partner shall deposit only the turnkey

business setup cost (to be calculated based on the area
and setup work required) with the Franchisor as
follows:

3.1.2. Rs. ___ to _____ lacs lacs for a QSR outlet of approx.
500 - 550 sq. ft built up area with basic seating for
walk-in clients

[Client to confirm on the above points by their Legal

representative.]

3.1.3. This one time setup fee includes only the complete
setup of the outlet with kitchen design, layout, kitchen
equipment, electrical, plumbing, exhaust systems,
kitchen utensils, water purifier system, gas pipeline
setup, storage space setup and other allied setup,
interiors and seating for QSR outlet, HVAC for QSR
outlet, Computer, Printer, POS system, including the
one time launch marketing material, menu design,
layouts, leaflets etc.

3.1.4. This one time setup fee does not include the
following:

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3.1.4.1. Location identification and brokerage cost for the
outlet
3.1.4.2. Lease agreement costs, rents and deposits thereof
3.1.4.3. Statutory licencing cost of the outlet
3.1.4.4. Registration and procurement of LPG gas cylinders
3.1.4.5. Running Raw material of the food outlet
3.1.4.6. Ongoing requirement of marketing material, leaflets,
flyers etc
3.1.4.7. Online and social media marketing, PR and branding
activities

[Client to confirm on the above points by their Legal

representative.]

3.1.5. The selection of media and locale for media placement

shall be at the sole discretion of the Franchisor.

3.1.6. All reasonable costs incurred by Franchisor or charged

to Franchisor by third parties for market research and
the production and dissemination of advertising,
marketing and promotional materials may be charged at
actuals with prior agreement with the Franchisee
partner.

3.2. If any monetary obligations owed by Franchisee to

Franchisor and its subsidiaries and affiliates are more
than seven (7) days overdue, Franchisee shall, in
addition to such obligations, pay to Franchisor a sum
equal to one and one-half percent (1.5 %) of the

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 overdue balance per month, or the highest rate
permitted by law, whichever is less, from the date said
payment is due.

3.3. For the purposes of this Agreement, the term "Gross

Sales'' shall mean all revenues generated by
Franchisee's business conducted upon, from or with
respect to the Franchised Unit, whether such sales are
evidenced by cash, check, credit, charge, meal coupons,
tickets, (such as Sodexo, Accor etc) account, barter or
exchange. Gross Sales shall include, without limitation,
monies or credit received from the sale of food and
merchandise, from tangible property of every kind and
nature, promotional or otherwise, and for services
performed from or at the Franchised Unit, including
without limitation such off-premises services as
catering and delivery. Gross Sales shall not include the
sale of food or merchandise for which refunds have
been made in good faith to customers, the sale of
equipment used in the operation of the Franchised Unit,
nor shall it include sales, meals, use or excise tax
imposed by a governmental authority directly on sales
and collected from customers; provided that the amount
for such tax is added to the selling price or absorbed
therein, and is actually paid by Franchisee to such
governmental authority.

4. ACCOUNTING AND RECORDS

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4.1. Accurate Books and Records: During the Term of this
Agreement, Franchisee shall maintain and preserve, for
at least five (5) years from the dates of their preparation,
full, complete and accurate books, records and accounts
in accordance with generally accepted accounting
principles and in the form and the manner prescribed by
Franchisor from time-to-time in the Confidential
Operating Standards Manual or otherwise in writing.
These records shall include, without limitation, cash
register sales tape(including non-resettable readings),
meals, sales and other tax returns, duplicate deposit
slips and other evidence of Gross Sales and all other
business transactions.

4.2. Franchisee is obligated to timely submit to Franchisor,

on forms designated by Franchisor, no later than the
date each bi-weekly royalty payment is due throughout
the Term of this Agreement, a report accurately
detailing all Gross Sales for the preceding week.
Additionally, Franchisee shall provide such other forms,
reports, records, financial statements, or information as
reasonably required by Franchisor, as outlined in the
Confidential Operating Standards Manual or
communicated in writing. It is expressly noted that this
clause is not operative during the first term of this
Agreement.

4.3. Quarterly Statement: Franchisee shall, at its

expense, submit to Franchisor quarterly, within fifty

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 (50) days following the end of each quarter during the
Term hereof, an unaudited financial statement with such
detail as Franchisor may reasonably require
(hereinafter, "Quarterly Statement") together with a
certificate executed by Franchisee stating that such
financial statement is true and accurate. Upon
Franchisor's request, Franchisee shall submit to
Franchisor, with each Quarterly Statement, copies of
any state or local sales tax returns ("GST Returns") filed
by Franchisee for the period included in the Quarterly
Statement. In the event Franchisee of “Burger Lounge”
– RESTAURANTS prepares financial statements on the
basis of thirteen (13), four (4) week periods ("Periods"),
the Quarterly Statements shall be submitted within
thirty (30) days following the end of the third (3rd),
sixth (6th), ninth (9th) and thirteenth (13th) Periods.

4.4. Annual Financial Statements: Franchisee shall, at its

expense, submit to Franchisor within ninety (90) days
following the end of each calendar or fiscal year during
the Term of this Agreement, an unaudited financial
statement for the preceding calendar or fiscal year,
together with a certificate executed by Franchisee
certifying that such financial statement is true and
accurate (hereinafter, "Annual Financial Statements")
and such other information in such form as Franchisor
may reasonably require. Upon written request from
Franchisor, the foregoing Annual Financial Statement
shall include both a profit and loss statement and a

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 balance sheet, and shall be prepared in accordance with
generally accepted accounting principles. In the event
Franchisee defaults under this Agreement, Franchisor
may require, upon written notice to Franchisee, that all
Annual Financial Statements, submitted thereafter
include a "Review Report" prepared by an independent
Certified Public Accountant.

4.5. Other Reports: Franchisee shall also submit to

Franchisor, for review or auditing, such other forms,
financial statements, reports, records, information and
data as Franchisor may reasonably designate, in the
form and at the times and places reasonably required by
Franchisor, upon request and as specified from time-to-
time in the Confidential Operating Standards Manual or
otherwise in writing. If Franchisee has combined or
consolidated financial information relating to the
Franchised Unit with that of any other business or
businesses, including a business licensed by Franchisor,
Franchisee shall simultaneously submit to Franchisor,
for review or auditing, the forms, reports, records and
financial statements (including, but not limited to the
Quarterly Statements and Annual Financial Statements)
which contain the detailed financial information relating
to the Franchised Unit, separate and apart from the
financial information of such other businesses,
Franchisee hereby authorizes all of its suppliers and
distributors to release to Franchisor, upon Franchisor's
request, any and all of its books, records, accounts or

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 other information relating to goods, products and
supplies sold to Franchisee and/or the Franchised Unit.

4.6. Equipment: Franchisee shall record all sales on cash

registers or other point-of-sale equipment approved, in
writing, by Franchisor (hereinafter "POS Equipment").

4.7. Franchisor's Right of Audit.

4.7.1. Franchisor or its designated agents or auditors shall

have the right at all reasonable times to audit, review
and examine by any means, including electronically
through the use of telecommunications devices or
otherwise, at its expense, the books, records, accounts,
and tax returns of Franchisee related to the franchised
Unit. If any such audit, review or examination reveals
that Gross Sales have been understated in any report to
Franchisor, Franchisee shall immediately pay to
Franchisor the royalty fee and Marketing Contribution
due with respect to the amount understated upon
demand, in addition to interest from the date such
amount was due until paid, at the rate of one and one-
half percent (1.5%) per month. If any such under-
statement exceeds two percent (2%) of Gross Sales as
set forth in the report, Franchisee shall, in addition,
upon demand, reimburse Franchisor for any and all
costs and expenses connected with such audit, review or
examination(including, without limitation, reasonable
accounting and attorneys' fees). The foregoing remedies

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 shall be in addition to any other rights and remedies
Franchisor may have.

4.7.2. Franchisor or its designated agents or auditors shall

have the right at all reasonable times to Conduct audits
for Operational Excellence, Mystery Customer Audit,
Statutory Audit or any other audit which needs the
Franchisee to adhere to Brand Prescribed standards and
operating procedures

4.7.3. If the Franchisee is found to be deviating from the

standards prescribed and not achieving the minimum
scoring points as per each Audit will attract a penalty of
0.5 (half percent) for the 1st Audit, 1% ( one percent)
for the second Audit and 2% for the third Audit, the
Franchisor will have the right to terminate the Franchise
agreement or Completely close the store/outlet if found
not fit and open only after the Franchisee is deemed fit
to resume operations.

5. PROPRIETARY MARKS

5.1. It is understood and agreed that the Franchise granted

herein to use Franchisor's Proprietary Marks applies
only to use in connection with the operation of the
Franchised Unit franchised in this Agreement at the
location designated in Section I hereof, and includes
only such Proprietary Marks as are now designated or
which may hereafter be designated, in the Confidential

19
 Operating Standards Manual or otherwise in writing as
a part of the System(which might or might not be all of
the Proprietary Marks pertaining to the System owned
by the Franchisor), and does not include any other
mark, name, or indicia of origin of Franchisor now
existing or which may hereafter be adopted or acquired
by Franchisor.

5.2. With respect to Franchisee's use of the Proprietary

Marks pursuant to this Agreement, Franchisee
acknowledges and agrees that:

5.2.1. Franchisee shall not Use the Proprietary Marks as part

of Franchisee's corporate or other business name;

5.2.2. Franchisee shall not hold out or otherwise use the

Proprietary Marks to perform any activity or incur any
obligation or indebtedness in such manner as might, in
any way, make Franchisor liable therefore, without
Franchisor's prior written consent;

5.2.3. Franchisee shall execute any documents and provide

such other assistance deemed necessary by Franchisor
or its counsel to obtain protection for the Proprietary
Marks or to maintain the continued validity of such
Proprietary Marks; and

5.2.4. Franchisor reserves the right to substitute different

Proprietary Marks for use in identifying the System and

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 the franchised businesses operating there under, and
Franchisee agrees to immediately substitute Proprietary
Marks upon receipt of written notice from Franchisor.

5.3. Franchisee expressly acknowledges - Franchisor's

exclusive right to use the “Burger Lounge” mark, brand,
logos etc for restaurant services, QSR outlets, and other
related food products, building configuration; and the
other Proprietary Marks of the System. Franchisee
agrees not to represent in any manner that it has any
ownership in the Proprietary Marks or the right to Use
the Proprietary Marks except as provided in this
Agreement. Franchisee further agrees that its use of the
Proprietary Marks shall not create in its favor any right,
title, or interest in or to the Proprietary Marks, and that
all of such use shall incur to the benefit of Franchisor.

5.4. Franchisee acknowledges that the use of the

Proprietary Marks outside the scope of this license,
without Franchisor's prior written consent, is an
infringement of Franchisor's exclusive right to use the
Proprietary Marks, and during the term of this
Agreement and after the expiration or termination
hereof, Franchisee covenants not to, directly or
indirectly, commit an act of infringement or contest or
aid in contesting the validity or ownership of
Franchisor's Proprietary Marks, or take any other action
in derogation thereof.

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 5.5. Franchisee shall promptly notify Franchisor of any
suspected infringement of, or challenge to, the validity
of the ownership of, or Franchisor's right to use, the
Proprietary Marks licensed hereunder. Franchisee
acknowledges that Franchisor has the right to control
any administrative proceeding or litigation involving
the Proprietary Marks. In the event Franchisor
undertakes the defense or prosecution of any litigation
relating to the Proprietary Marks, Franchisee agrees to
execute any and all documents and to do such acts and
things as may, in the opinion of counsel for Franchisor,
be necessary to carry out such defense or prosecution.
Except to the extent that such litigation is the result of
Franchisee's use of the Proprietary Marks in a manner
inconsistent with the terms of this Agreement,
Franchisor agrees to reimburse Franchisee for its out of
pocket costs in doing such acts and things, except that
Franchisee shall bear the salary costs of its employees.

5.6. Franchisee understands and agrees that its license with

respect to the Proprietary Marks is non-exclusive to the
extent that Franchisor has and retains the right under
this Agreement:

5.6.1. To grant other licenses for the Proprietary Marks, in

addition to those licenses already granted to existing
franchisees;

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5.6.2. To develop and establish other Franchise systems for
the same, Similar, or different products or services
utilizing proprietary marks not now or hereafter
designated as part of the System licensed by this
Agreement, and to grant licenses thereto, without
providing Franchisee any right therein; and

5.6.3. To develop and establish other systems for the sale, at

wholesale or retail, of similar or different products
utilizing the same or similar Proprietary Marks, without
providing Franchisee any right therein.

5.7. Franchisee acknowledges and expressly agrees that

any and all goodwill associated with the System and
identified by the Proprietary Marks used in connection
with shall inure directly and exclusively to the benefit
of Franchisor and is the property of Franchisor, and that
upon the expiration or termination of this Agreement or
any other agreement, no monetary amount shall be
assigned as attributable to any goodwill associated with
any of Franchisee's activities in the operation of the
Franchised Unit granted herein, or Franchisee's use of
the Proprietary Marks.

5.8. Franchisee understands and acknowledges that each

and every detail of the “Burger Lounge” System is
important to Franchisee, Franchisor, and other
franchisees in order to develop and maintain high and
uniform standards of quality and services, and hence to

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 protect the reputation and goodwill of “Burger Lounge”
restaurants. Accordingly, Franchisee covenants:

5.8.1. The Franchisee is granted the right, at its own

expense, to operate and advertise the Franchised Unit
under the unaltered name of "Burger Lounge," without
any prefix or suffix, and in accordance with the
guidance provided by the Franchisor from time to time.

5.8.2. To adopt and use the Proprietary Marks licensed

hereunder solely in the manner prescribed by
Franchisor;

5.8.3. To observe such reasonable requirements with respect

to trademark registration notices as Franchisor may
from time to time direct in the Confidential Operating
Standards Manual or otherwise in writing.

5.9. To uphold the validity and integrity of the licensed

Proprietary Marks and ensure their appropriate usage in
the operation of the Franchised Unit, the Franchisor or
its authorized agents shall possess the right, at all
reasonable times, to inspect the Franchisee's operations,
premises, and the Franchised Unit, and conduct periodic
assessments of the services provided and the products
sold and utilized therein. The Franchisee is obliged to
cooperate with the representatives of the Franchisor
during such inspections and provide any reasonable
assistance as may be requested.

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5.10. It is emphasized that the Franchisee license is non-
transferable.

6. OBLIGATIONS OF CORPORATE OR
PARTNERSHIP FRANCHISEE

6.1. If Franchisee, or any Successor to or assignee of

Franchisee, is a corporation, or limited liability
company, limited liability partnership, or partnership
firm (either registered or unregistered):

6.1.1. Franchisee shall furnish to Franchisor, upon execution

or any subsequent transfer of this Agreement, a copy of
the Franchisee's Articles of Incorporation, Certificate of
Incorporation, Byelaws and a list of shareholders
showing the percentage interest of each, and shall
thereafter promptly furnish Franchisor with a copy of
any and all amendments or modifications thereto;

6.1.2. Franchisee shall promptly furnish Franchisor, on a

regular basis, with certified copies of such corporate
records material to the Franchised Business as
Franchisor may require from time to time in the
Confidential Operating Standards Manual or otherwise
in writing; and

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6.1.3. Franchisee shall maintain stop-transfer instructions
against the transfer, on its records, of any securities
with voting rights, subject to the restrictions of this
“Burger Lounge” RESTAURANTS Agreement, and
each stock certificate of the corporate Franchisee
representing each share of stock, shall have
conspicuously endorsed upon it the following legend:
"The transfer of this stock is subject to the terms and
conditions of a “Burger Lounge” Franchise Agreement
with “Burger Lounge” H.O. ______ (Day) _____
(Date) ____________ (Month) ____________ (Year)
Reference is made to the provisions of said Franchise
Agreement and to the Articles and By-Laws of this
corporation."

6.2. If the Franchisee, or any successor to or assignee of

Franchisee, is a partnership, limited partnership or
limited liability partnership, Franchisee shall furnish to
Franchisor, upon execution or any subsequent transfer
of this Agreement, a copy of Franchisee's Articles of
Partnership, if any, and Partnership Agreement, and
shall thereafter promptly furnish Franchisor with a copy
of any and all amendments or modifications thereto.

7. CONFIDENTIAL OPERATING STANDARDS

MANUAL

7.1. In order to protect the reputation and goodwill of

Franchisor and the “Burger Lounge” System and to

26
 maintain uniform standards of operation under
Franchisor's Proprietary Marks, Franchisee shall
conduct the Franchised Business in accordance with
Franchisor's Confidential Operating Standards Manual
(hereinafter, together with any other manuals created or
approved for use in the operation of the Franchised
Business granted herein, and all amendments and
updates thereto, the "Manual").

7.2. Franchisees shall at all times treat the Manual, and the
information contained therein, as confidential, and shall
use all reasonable efforts to keep such information
secret and confidential. Franchisee shall not, at any
time, without Franchisor's prior written consent, copy,
duplicate, record, or otherwise make the Manual
available to any unauthorized person or entity.

7.3. The Manual shall at all times remain the sole property
of Franchisor.

7.4. In order for Franchisee to benefit from new

knowledge, information, methods and technology
adopted and used by Franchisor in the operation of the
System, Franchisor may from time-to-time revise the
Manual and Franchisee agrees to adhere to and abide by
all such revisions.

7.5. Franchisee agrees at all times to keep its copy of the

Manual current and up-to date, and in the event of any

27
 dispute as to the contents of Franchisee's Manual, the
terms of the master copy of the Manual maintained by
Franchisor at Franchisor's home office, shall be
controlling.

7.6. The Manual is intended to further the purposes of this

Agreement, and is specifically incorporated, by
reference, into this Agreement. Except as otherwise set
forth in this Agreement, in the event of Q conflict
between the terms of this Agreement and the terms of
the Manual, the terms of this Agreement shall control.
“Burger Lounge” RESTAURANTS

7.7. The Franchisor shall provide detailed training to

Franchisee, its staff, managers and others as designated
by the Franchisee, on systems and procedures, menu
items, recipe trials, outlet handling, customer services
and other operational aspects at their own cost for the
first time.

8. DUTIES Of THE FRANCHISOR

8.1. The Franchisor shall provide the Franchisee with

ongoing advisory assistance in the operation of the
franchised Business. This assistance may be conveyed
through in-person consultations, electronic
communications, or written bulletins made available
periodically, as determined by the Franchisor in its
discretion.

28
8.2. Franchisor, in its sole discretion, may provide opening
assistance to Franchisees at the franchised Unit.

8.3. In the instance where both the parties have agreed that
the Franchisee will construct the Franchised outlet on
their own, Franchisor will make available to Franchisee
standard plans and specifications to be utilized only in
the construction of the franchised Unit. No modification
to or deviations from the standard plans and
specifications may be made without the written consent
of Franchisor. Franchisee shall obtain, at its expense,
further qualified architectural and engineering services
to prepare surveys, site and foundation plans, and to
adapt the standard plans and specifications to applicable
local or state laws, regulations or ordinances.
Franchisee shall bear the cost of preparing plans
'containing deviations or modifications from the
standard plans.

8.4. Franchisor will hand over one (1) copy of the Manual
to Franchisee for the duration of this Agreement, which
contains the standards, specifications, procedures and
techniques of the “Burger Lounge” System.

8.5. The Franchisor undertakes the commitment to

consistently uphold high and standardized levels of
quality, cleanliness, appearance, and service across all
"Burger Lounge" restaurants. This is aimed at

29
 safeguarding and enhancing the reputation of the
"Burger Lounge" System and fostering demand for the
products and services within the System. The
Franchisor shall establish uniform criteria for the
approval of suppliers, exerting reasonable efforts to
communicate its standards and specifications to
prospective suppliers upon written request from the
Franchisee. It is acknowledged, however, that the
Franchisor reserves the right, at its sole discretion, to
withhold standards and specifications for food formulae
or equipment designs deemed confidential.
Furthermore, the Franchisor may conduct periodic
inspections of the premises and assessments of the
products used and sold at the Franchised Unit and all
other "Burger Lounge" restaurants.

9. DUTIES OF THE FRANCHISEE

9.1. Franchisee understands and acknowledges that every

detail of the System is important to Franchisor,
Franchisee and other Franchisees in order to develop
and maintain high and uniform operating standards, to
increase the demand for “Burger Lounge” products and
services, and to protect the reputation and goodwill of
Franchisor. Accordingly, Franchisee agrees that:

9.1.1. Throughout the duration of this Agreement, the

Franchisee is obligated to, at its own expense, uphold
the premises of the franchised Unit and all fixtures,

30
 furnishings, signs, systems, and equipment (hereinafter
referred to as "improvements"). These shall be
maintained in accordance with the high standards and
public image specified by the Franchisor. The
Franchisee shall perform necessary additions,
alterations, repairs, and replacements to the
improvements, with the exception of any changes not
covered by the scope of this provision, which
necessitate prior written consent from the Franchisor.
Such requirements may include, but are not limited to,
the following:

9.1.1.1. To keep the Franchised Unit in the highest degree of

sanitation and repair, including, without limitation, such
periodic repainting, repairs or replacement of impaired
equipment, and replacement of obsolete signs, as
Franchisor may reasonably direct;

9.1.1.2. To meet and maintain the highest governmental

standards and ratings applicable to the operation of the
Franchised Business;

9.1.1.3. At its sole cost and expense, the Franchisee is obliged

to carry out a comprehensive reimaging, renovation,
refurbishment, and modernization of the Franchised
Unit within the timeframe stipulated by the Franchisor,
not exceeding once every five (5) years. This includes
enhancements to the building design, parking lot,
landscaping, equipment, signs, interior and exterior

31
 decor items, fixtures, furnishings, trade dress, color
scheme, presentation of trademarks and service marks,
supplies, and other products and materials, to align with
the Franchisor's prevailing standards, specifications,
and design criteria for "Burger Lounge" restaurants.
These enhancements may encompass structural
changes, remodeling, redecoration, and necessary
modifications to existing improvements, collectively
referred to as a "Franchised Unit Renovation" herein.

The Franchisee is exempt from the obligation to

perform a Franchised Unit Renovation if there is less
than one (1) year remaining on the term of this
Agreement. It is explicitly stated that this provision
does not limit the Franchisee's other obligations during
the term of this Agreement, including the obligation to
operate the Franchise Unit in accordance with the
Franchisor's standards and specifications for the
"Burger Lounge" System, as outlined in Section 10 of
this Agreement.

9.2. Franchisee shall operate the Franchised Unit in

conformity with such uniform methods, standards, and
specifications as Franchisor may from time to time
prescribe in the Manual or otherwise in writing, to
insure that the highest degree of quality, service and
cleanliness is uniformly maintained and to refrain from
any deviation there from and from otherwise operating
in any manner which reflects adversely on Franchisor's

32
 name and goodwill or on the Proprietary Marks, and in
connection therewith:

9.2.1. Franchisee is obligated, at all times, to ensure an

adequate inventory and utilize exclusively those
ingredients, products, materials, packaging materials,
promotional items, supplies, and paper goods that align
with the standards and specifications set by the
Franchisor. The Franchisee is expressly prohibited from
deviating from these standards by employing non-
conforming items without obtaining the prior written
consent of the Franchisor.

9.2.2. The Franchisee is expressly bound to exclusively sell

or offer for sale products and menu items that have
received explicit written approval from the Franchisor.
These items must adhere to the uniform standards of
quality and quantity established by the Franchisor and
be prepared in accordance with the Franchisor's
prescribed methods and techniques for product
preparation, the Franchisee is obligated to sell or offer
for sale only the minimum menu items as specified in
the Manual or communicated in writing by the
Franchisor. The Franchisee is prohibited from deviating
from the Franchisor's standards and specifications for
serving or selling menu items without obtaining the
prior written consent of the Franchisor.

33
 Upon thirty (30) days written notice from the
Franchisor, the Franchisee is required to exclusively sell
or offer for sale beverages produced by the Franchisor's
Designated raw material Supplier. Additionally, the
Franchisee shall promptly discontinue selling or
offering for sale any items that the Franchisor, at its
discretion, disapproves in writing at any time.

9.2.3. To use the premises of the Franchised Unit solely for

the purpose of conducting the business franchised
hereunder, and to conduct no other business or activity
thereon, whether for profit or otherwise, without
Franchisor's prior written consent;

9.2.4. The Franchisee is obligated to maintain the Franchised

Unit in a state of normal operation and keep it open
during the business hours specified by the Franchisor,
as outlined in the Manual or communicated in writing
by the Franchisor.

9.2.5. The Franchisee shall grant the Franchisor or its agents

the right, during ordinary business hours, to remove
samples of any ingredients, products, materials,
supplies, and paper goods from the Franchised Unit
without any payment. These samples shall be obtained
in quantities reasonably necessary for testing by the
Franchisor or an independent laboratory, aimed at
determining compliance with the Franchisor's
prevailing standards and specifications. In addition to

34
 other remedies available under this Agreement, the
Franchisor reserves the right to impose on the
Franchisee the cost of such testing if any ingredient,
product, material, supplier, or paper goods have been
sourced from a supplier not approved by the Franchisor
or if the sample fails to conform to the Franchisor's
specifications.

9.2.6. The Franchisee is required, at its own expense, to

procure, install, and construct all improvements,
furnishings, signs, and equipment in accordance with
the approved standard plans and specifications.
Additionally, the Franchisee shall adhere to any other
directives regarding furnishings, signs, or equipment
reasonably provided by the Franchisor, either through
the Manual or in written communication.

Moreover, the Franchisee is expressly forbidden from

installing or allowing the installation of any
improvements, furnishings, signs, or equipment on or
around the premises of the Franchised Unit without
obtaining the prior written consent of the Franchisor.
This includes any improvements, furnishings, signs, or
equipment that have not received prior written approval
as meeting the standards and specifications outlined by
the Franchisor.

9.2.7. The Franchisee is obligated to adhere to all applicable

federal, state, and local laws, regulations, and

35
 ordinances governing the operation of the Franchised
Business.

9.2.8. Additionally, the Franchisee shall grant the Franchisor

and its agents the right to access the premises of the
Franchised Unit at any time during ordinary business
hours for the purpose of conducting inspections. The
Franchisee is obliged to cooperate with the
representatives of the Franchisor during such
inspections, providing reasonable assistance as
requested. Upon receiving notice from the Franchisor or
its agents, and without limiting any other rights under
this Agreement, the Franchisee shall take immediate
steps to rectify deficiencies identified during any
inspection. This includes, but is not limited to,
discontinuing the use of any equipment, promotional
materials, products, or supplies that do not conform to
the Franchisor's prevailing specifications, standards, or
requirements.

9.3. The Franchisee is required to adhere to the following:

(i) Procure all ingredients, products, materials, supplies,

and other items essential to the operation of the
Franchised Business, identified by the Franchisor as
incorporating trade secrets ("Trade-Secret Products"),
exclusively from the Franchisor or suppliers designated
by the Franchisor.

36
 (ii) Upon receiving thirty (30) days prior written notice
from the Franchisor designating an exclusive beverage
supplier for any or all beverage products sold within the
"Burger Lounge" System ("Designated Beverage
Products"), the Franchisee shall exclusively procure all
such Designated Beverage Products from the
Franchisor's designated beverage supplier ("Designated
Beverage Supplier").

9.4. The Franchisee is obligated to acquire all necessary

ingredients, products, materials, supplies, paper goods,
and other items essential for the operation of the
Franchised Business, excluding Trade-Secret Products
and Designated Beverage Products. These acquisitions
shall be solely from suppliers who can consistently
meet the reasonable standards and specifications set by
the Franchisor. The suppliers must possess adequate
quality controls, demonstrate the capacity to promptly
and reliably supply the needs of the Franchisee, and
have received written approval from the Franchisor,
with such approval not subsequently revoked.

If the Franchisee intends to purchase from an

unapproved supplier, a written request for approval
must be submitted to the Franchisor, or the supplier
must independently seek approval. The Franchisor
retains the right, as a condition of approval, to inspect
the supplier's facilities and may, at its option, require
samples from the supplier for testing, either delivered to

37
 the Franchisor or an independent laboratory designated
by the Franchisor. The supplier or Franchisee shall bear
a charge not exceeding the reasonable cost of inspection
and the actual cost of testing.

Furthermore, the Franchisor reserves the right to re-

inspect the facilities and products of any approved
supplier periodically and holds the option to revoke
approval if the supplier fails to consistently meet the
specified criteria.

9.5. All local advertising by Franchisee shall be in such

media, and of such type and format as Franchisor may
approve; shall be conducted in a dignified manner; and
shall conform to such standards and requirements as
Franchisor may specify. Franchisee shall not use any
advertising or promotional plans or materials unless and
until Franchisee has received written approval from
Franchisor, pursuant to the procedures and terms set
forth in Section 10 of this Agreement.

9.6. Any advertising and promotional plans proposed for

use by the Franchisee, excluding previously approved
plans and materials, must be submitted to the
Franchisor for written approval before any
implementation, with the exception of price-related
aspects. The Franchisor is committed to exerting its best
efforts to review the proposed advertising and
promotional plans within a period of fifteen (15) days

38
 after receiving the plans from the Franchisee. If the
Franchisee does not receive written approval from the
Franchisor within the stipulated fifteen (15) days, the
plans shall be deemed disapproved by the Franchisor.

9.7. Franchisee shall, at Franchisor's request, require all of

its supervisory employees, as a condition of their
employment, to execute an agreement prohibiting them,
during the term of their employment or thereafter, from
communicating, divulging, or using for the benefit of
any person, persons, partnership, association,
corporation or other entity any confidential information,
trade secrets, knowledge, or know-how concerning the
“Burger Lounge” System or methods of operation of the
Franchised Unit, which may be acquired as a result of
their employment with Franchisee or other Franchisees.
A duplicate original of each such agreement shall be
provided by Franchisee to Franchisor immediately upon
execution.

9.8. If at any time the Franchised Unit is proposed to be

operated by an entity or individual other than the
Franchisee, Franchisor reserves the right to review and
approve the operating entity or individual and to require
and approve an operating agreement prior to such
party's assumption of operations. Franchisor may. in its
sole discretion, reject either the operating entity, the
individual operator or the operating agreement. If
approved by Franchisor, the operating entity and/or

39
 individual shall agree in writing to comply with all of
Franchisee's obligations under the Franchise Agreement
as though such party were the Franchisee designated
therein. on such form as may be designated by
Franchisor. The operation of the Franchised Unit by any
party other than Franchisee, without Franchisor's prior
written consent, shall be deemed a material default of
this Agreement for which Franchisee may terminate this
Agreement pursuant to the provisions of Section 15 of
this Agreement.

9.9. Franchisee shall, within thirty (30) days from receipt

of written notice from Franchisor, purchase and install
computer hardware and software equipment at the
Franchised Unit and/or at Franchisee's principal
business office. which computer hardware shall include
telecommunications devices. and which software may
be a Single program or set of programs, all of which
must be obtained in accordance with the Franchisor's
standards and specifications (the "Required Computer
Equipment"). The Required Computer Equipment shall
permit 24 hour per day electronic communications
between Franchisor and Franchisee including access to
the internet and Franchisor's intranet, or any successor
thereto. Franchisee shall only be required to purchase
and install the Required Computer Equipment at one,
central location, which shall satisfy the conditions of
this section 9.02 (or its equivalent) for all Franchised
Units operated by Franchisee.

40
9.10. Franchisee shall at all times keep the aggregator
accounts i.e. Zomato, Food Panda, Swiggy and others
which are created for online deliveries, in good shape,
updated menu and pricing, offers and shall not include
any menu item, recipe, offer which is not approved by
the Franchisor. The Franchisee shall also keep the
brand accounts in good ratings and adhere to the highest
standards of customer service, food quality, handle
negative reviews effectively and enhance the brand
ratings on these aggregators to the highest levels.

9.11. Franchisee shall comply with all other requirements

set forth in this Agreement.

9.12. Franchisee shall implement all the

promotions/offers/marketing schemes and any other
concepts designed and confirmed by the Franchisor and
participate in the business development and branding
schemes of the Franchisor.

10. INSURANCE

10.1. Insurance Program. Franchisee shall procure, prior to

commencement of construction of the Franchised Unit,
and shall maintain in full force and effect during the
Term of this Agreement at Franchisee's expense, an
insurance policy or policies protecting Franchisee and
Franchisor. and their officers. directors. agents and

41
 employees, against any loss, liability, or expense
whatsoever from personal injury, death or property
damage or casualty, including fire, lightning, theft,
vandalism. Malicious mischief, and other perils
normally included in an extended coverage
endorsement arising from. Occurring upon or in
connection with the construction. operation or
occupancy of the Franchised Unit, as Franchiser may
reasonably require for its own and Franchisee's
protection.

10.2. Insurance requirements. Such policy or policies shall

be written by an insurance company satisfactory to
Franchisor

11. CONFIDENTIAL INFORMATION

11.1. Franchisee shall not, during the term of this

Agreement or thereafter, communicate, divulge, or use
for the benefit of any other person, persons, partnership,
association, corporation or other entity, any confidential
information, knowledge or know-how concerning the
construction and methods of operation of the
Franchised Business which may be communicated to
Franchisee, or of which Franchisee may be apprised, by
virtue of Franchisee's operation under the terms of this
Agreement. Franchisee shall divulge such confidential
information only to such employees of Franchisee as
must have access to it in order to exercise the Franchise

42
 rights granted hereunder and to establish and operate
the Franchised Unit pursuant hereto and as Franchisee
may be required by law, provided Franchisee shall give
Franchisor prior written notice of any such required
disclosure immediately upon receipt of notice by
Franchisee in order for Franchisor to have the
opportunity to seek a protective order or take such other
actions as it deems appropriate under the circumstances.

11.2. Any and all information, knowledge, and know-how,

including, without limitation, drawings, materials,
equipment, recipes, prepared mixtures or blends of
spices or other food products, and other data, which
Franchisor designates as confidential, and any
information, knowledge, or know-how which may be
derived by analysis thereof, shall be deemed
confidential for purposes of this Agreement.

12. COVENANTS

12.1. Franchisee covenants that, during the term of the

Agreement, except as otherwise approved in writing by
Franchisor, Franchisee or, alternatively, one designated
management employee if that employee assumes
primary responsibility for the operation of the
Franchised Unit, shall devote full time, energy and best
efforts to the management and operation of the
Franchised Business.

43
 12.2. Franchisee acknowledge that under the terms of this
Agreement, valuable specialized training and
confidential information, including operational, sales,
promotional, and marketing methods, procedures, and
techniques of the Franchisor and the System will be
provided. Franchisee covenants that, throughout the
term of this Agreement, Franchisee (inclusive of all
officers, directors, and holders of a beneficial interest of
five percent (5%) or more of the securities with voting
rights of Franchisee, and any corporation controlling
Franchisee directly or indirectly, if Franchisee is a
corporation; and the general partner and any limited
partners, including any corporation, and the officers,
directors, and holders of a beneficial interest of five
percent (5%) or more of securities with voting rights of
a corporation controlling any general or limited partner,
if Franchisee is a partnership) shall not, either directly
or indirectly, for itself or on behalf of, or in conjunction
with, any person, persons, partnership, association, or
corporation or other entity:

12.2.1. Divert or attempt to divert any business or customer of

the business franchised hereunder to any competitor by
direct or indirect inducements or otherwise, or to do or
perform, directly or indirectly, any other act injurious or
prejudicial to the goodwill associated with Franchisor's
Proprietary Marks and the System; “Burger Lounge” -
RESTAURANTS

44
12.2.2. Employ or seek to employ any person who is, at that
time, employed by Franchisor or by any other “Burger
Lounge” Franchisee, or otherwise, directly or indirectly,
induce such person to leave his or her employment
therewith; or

12.2.3. Own, maintain, operate, engage in, or have any

interest in any fast food (either takeout, on premises
consumption, or a combination thereof) restaurant that
specializes in the sale of Burger based recipes of Burger
Lounge or any other items authorized in writing by the
Franchisor ("Burger Lounge"); provided, however, that
the term "Burger speciality restaurant" shall not apply
to any business operated by Franchisee under a
Franchise agreement with Franchisor or an affiliate of
Franchisor.

12.3. Franchisee covenants that Franchisee shall not,

regardless of the cause for termination, either directly or
indirectly, for itself, or through, on behalf of, or in
conjunction with any person, persons, partnership,
association, corporation or other entity:

12.3.1. For a period of two (2) years following the

termination or expiration of this Agreement, own,
maintain, engage in, or have any interest in any Burger
based speciality QSR or restaurant, which is located
within a radius of ten (10) miles of the location
specified in Section I hereof, or the location of any

45
 other “Burger Lounge” restaurant under the System,
whether owned by Franchisor or any other “Burger
Lounge” Franchisee, which is in existence as of the
date of expiration or termination of this Agreement; and

12.3.2. For a duration of one (1) year after the termination or

expiration of this Agreement, refrain from employing or
attempting to employ any individual currently
employed by the Franchisor or any other "Burger
Lounge" Franchisee. Additionally, avoid directly or
indirectly encouraging such individuals to terminate
their current employment. A notice period of 50 days
before termination is mandatory.

12.4. At Franchisor's request, Franchisee shall require and

obtain execution of covenants similar to those set forth
in this Section 13 of (including covenants applicable
upon the termination of a person's relationship with
Franchisee) of this Agreement, in a form satisfactory to
Franchisor, including, without limitation, specific
identification of Franchisor as a third party beneficiary
of such covenants with the independent right to enforce
them, from any or all of the following persons:

12.4.1. All managers and assistant managers of the

Franchised Unit, and any other personnel employed by
Franchisee who have received or will receive training
from Franchisor;

46
12.4.2. All officers, directors, and holders of a direct or
indirect beneficial ownership interest of five percent
(5%) or more in Franchisee. The failure of Franchisee
to obtain execution of a covenant required by this
Section 15 shall constitute a material breach of this
Agreement. A duplicate original of each such covenant
shall be provided by Franchisee to Franchisor
immediately upon execution.

12.5. The parties agree that each of the foregoing covenants

shall be construed as independent of any other covenant
or provision of this Agreement. If all or any “Burger
Lounge” – RESTAURANTS portion of a covenant in
this Section 12 of this Agreement, is held unreasonable
or unenforceable by a court or agency having
jurisdiction in a final decision, Franchisee expressly
agrees to be bound by any lesser covenant subsumed
within the terms of such covenant that imposes the
maximum duty permitted by law, as if the resulting
covenant was separately stated in and made a part of
this Section 12 of this Agreement.

12.5.1. Right to Reduce Covenants - Franchisee understands

and acknowledges that Franchisor shall have the right,
in its sole discretion, to reduce the scope of any
covenant set forth in Sections 15 of this agreement. of
this Agreement, or any portion thereof, without
Franchisee's consent, effective immediately upon
receipt by Franchisee of written notice thereof, and

47
 Franchisee agrees that it shall comply with any
covenant as so modified. which shall be fully
enforceable notwithstanding the provisions of Section
22 of this Agreement.

12.5.2. Injunctive Relief - The parties acknowledge that it will

be difficult to ascertain with any degree of certainty the
amount of damages resulting from a breach by
Franchisee of any of the covenants contained in this
Section 13 of this Agreement. It is further agreed and
acknowledged that any violation by Franchisee of any
of said covenants will cause irreparable harm to
Franchisor. Accordingly, Franchisee agrees that upon
proof of the existence of a violation of any of said
covenants, Franchisor will be entitled to injunctive
relief against Franchisee in any court of competent
jurisdiction having authority to grant such relief,
together with all costs and reasonable attorney's fees
incurred by Franchisor in bringing such action.

13. TRANSFER OF INTEREST

13.1. Transfer by Franchisor - This Agreement shall insure

to the benefit of the successors and assigns of
Franchisor. Franchisor shall have the right to transfer or
assign its interest in this Agreement to any person,
persons, partnership, association, corporation, or other
entity. If Franchisor's assignee assumes all the
obligations of Franchisor hereunder and sends

48
 Franchisee written notice of the assignment so attesting,
Franchisee agrees promptly to execute a general release
of Franchisor, and any affiliates of Franchisor, from
claims or liabilities of Franchisor under this Agreement.

13.2. Transfer by Franchisee - Franchisee understands and

acknowledges that the rights and duties set forth in this
Agreement are personal to Franchisee, and that
Franchisor has granted this Agreement in reliance on
Franchisee's business skill and financial capacity.
Accordingly, neither
(i) Franchisee nor
(ii) any immediate or remote successor to Franchisee,
nor
(iii) any individual, partnership, corporation or other
legal entity which directly or indirectly owns any
interest in the Franchisee or in this Franchise
Agreement, shall sell, assign, transfer, convey, donate,
pledge, mortgage, or otherwise encumber any direct or
indirect interest in this Agreement or in any legal entity
which owns the Franchised Business without the prior
written consent of Franchisor. Acceptance by
Franchisor of any royalty fee, advertising fee or any
other amount accruing hereunder from any third party,
including, but not limited to any proposed transferee,
shall not constitute Franchisor's approval of such a party
as a transferee or the transfer of this Franchise
Agreement to such party. Any purported assignment or
transfer, by operation of law or otherwise, not having

49
 the written consent of Franchisor, shall be null and
void, and shall constitute a material breach of this
Agreement, for which Franchisor may then terminate
without opportunity to cure pursuant to Section 15 of
this Agreement.

13.3. Conditions for Consent. Franchisor shall not

unreasonably withhold its consent to any transfer
referred in Section 14 of this Agreement, when
requested; provided, however, that prior to the time of
transfer;

13.3.1. All of Franchisee's accrued monetary obligations to

Franchisor and its subsidiaries and affiliates shall have
been satisfied;

13.3.2. Franchisee shall have agreed to remain obligated

under the covenants contained in Section 12 of this
Agreement if this Agreement had been terminated on
the date of the transfer;

13.3.3. The transferee must be of good moral character and

reputation, in the reasonable judgment of the
Franchisor;

13.3.4. The Franchisor shall have determined, to its

satisfaction, that the transferee's qualifications meet the
Franchisor's then current criteria for new Franchisees;

50
13.3.5. Franchisee and transferee shall execute a written
assignment, in a form satisfactory to Franchisor,
pursuant to which the transferee shall assume all of the
obligations of Franchisee under this Agreement and
Franchisee shall unconditionally release any and all
claims Franchisee might have against Franchisor as of
the date of the assignment;

13.3.6. The transferee shall execute the then-current form of

Franchise Agreement and such other then-current
ancillary agreements as Franchisor may reasonably
require. The then- current form of Franchise Agreement
may have significantly different provisions including,
without limitation, a higher royalty fee and advertising
contribution than that contained in this Agreement. The
then-current form of Franchise Agreement will expire
on the expiration date of this Agreement and will
contain the same renewal rights, if any, as are available
to Franchisee herein;

13.3.7. The transferee shall agree at its sole cost and expense,
to
(i) complete a Franchised Unit Renovation, within the
time frame required by Franchisor and
(ii) perform such other scope of work as may be
determined by Franchisor.

13.3.8. If the transferee is a partnership, the partnership

agreement shall provide that further assignments or

51
 transfers of any interest in the partnership are subject to
all restrictions imposed upon assignments and transfers
in this Agreement;

13.3.9. Franchisee shall, at Franchisor's option and request,

execute a written guarantee of the transferee's
obligations under the Agreement, which guarantee shall
not exceed a period of five (5) years from the date of
transfer.

13.3.10. The Franchisee shall pay to Franchisor a transfer fee

of Fifty Thousand rupees (Rs. 50,OOO/-), to cover
Franchisor's administrative expenses in connection with
the “Burger Lounge” RESTAURANTS transfer;
however no additional franchise fee shall be charged by
Franchisor for a transfer. If the transferee is
(i) a corporation formed by Franchisee for the
convenience of ownership and in which the Franchisee
is the sole shareholder, or
(ii) an existing Franchisee under this Agreement, no
transfer fee shall be required.

13.4. Transfer on Death or Mental Incapacity - Upon the

death or mental incapacity of any person with an
interest in this Agreement, the Franchised Business or
Franchisee, the executor, legal heir, administrator, or
personal representative of such person shall transfer his
interest to a third party approved by Franchisor within
12 months after such death or mental incapacity. Such

52
 transfer, including, without limitation, transfer by
devise or inheritance, shall be subject to the same
conditions as any inter vivos transfer. However, in the
case of transfer by devise or inheritance, if the heirs or
beneficiaries of any such person are unable to meet the
conditions in this Section 14 of this Agreement the
personal representative of the deceased Franchisee shall
have a reasonable time, but in no event more than
eighteen (18) months from Franchisee's death, to
dispose of the deceased's interest in this Agreement and
the business conducted pursuant hereto, which
disposition shall be subject to all the terms and
conditions for assignments and transfers contained in
this Agreement. If the interest is not disposed of within
twelve (12) or eighteen (18) months, whichever is
applicable, Franchisor may terminate this Agreement.

13.5. Right of First Refusal - Any party holding an interest

in this Agreement, the Franchised Business or in
Franchisee, and who desires to accept a bona fide offer
from a third party to purchase such interest, shall notify
Franchisor in writing of such offer within ten (10) days
of receipt of such offer, and shall provide such
information and documentation relating to the offer as
Franchisor may require. Franchisor shall have the right
and option, exercisable within thirty (30) days after
receipt of such written notification, to send written
notice to the seller that Franchisor intends to purchase
the seller's interest on the same terms and conditions

53
 offered by the third party. In the event that Franchisor
elects to purchase the seller's interest, closing on such
purchase must occur within sixty (60) days from the
date of notice to the seller of the election to purchase by
Franchisor. Any material change in the terms of any
offer prior to closing shall constitute a new offer subject
to the same rights of first refusal by Franchisor as in the
case of an initial offer. Failure of Franchisor to exercise
the option afforded by this Section 14 of this
Agreement shall not constitute a waiver of any other
provisions of this Agreement, including all of the
requirements of this Section 14 of this Agreement , with
respect to a proposed transfer. In the event the
consideration, terms, and/or conditions offered by a
third party are such that Franchisor may not reasonably
be required to furnish the same consideration, terms,
and/or conditions, then Franchisor may purchase the
interest in this Agreement, Franchisee, or the
Franchised Business proposed to be sold for the
reasonable equivalent in cash. If the parties cannot
agree within a reasonable time as to the reasonable
equivalent in cash of the consideration, terms, and/or
conditions offered by the third party, an independent
appraiser shall be designated by Franchisor, and his
determination shall be binding upon the parties.

14. TERMINATION

54
14.1. Franchisee shall be deemed to be in default under this
Agreement, and all rights granted herein shall
automatically terminate without notice to Franchisee, if
Franchisee shall become insolvent or make a general
assignment for the benefit of creditors; if a petition in
bankruptcy is filed by Franchisee or such a petition is
filed against Franchisee and not opposed by Franchisee;
or if Franchisee is adjudicated bankrupt or insolvent; or
if a receiver or other custodian (permanent or
temporary) of Franchisee's assets or property, or any
part thereof, is appointed by any court of competent
jurisdiction; or if proceedings for a composition with
creditors under the applicable law of any jurisdiction
should be instituted by Franchisee or against Franchisee
and not opposed by Franchisee: or if a final judgment
remains unsatisfied or of record for thirty (50) days or
longer (unless a supersedes bond is filed); or if
Franchisee is dissolved; or if execution is levied against
Franchisee's property or business; or if suit to foreclose
any lien or mortgage against the premises 'or equipment
of any Franchised Unit developed hereunder is
instituted against the Franchisee and not dismissed
within thirty (50) days.

14.2. Franchisee shall be deemed to be in default and

Franchisor may, at its option, terminate this Agreement
and all rights granted hereunder without affording
Franchisee any opportunity to cure the default upon the
occurrence of any of the following events:

55
14.2.1. If Franchisee fails to complete construction of the
Franchised Unit and opens for business within ninety
(90) days of execution of this Agreement. Franchisor
may, in its sole discretion, extend this period to address
unforeseen construction delays, not within the control
of Franchisee.

14.2.2. If Franchisee at any time ceases to operate the

Franchised Unit or otherwise abandons the Franchised
Unit, or loses the right to possession of the premises of
the Franchised Unit, or otherwise forfeits the right to do
or transact business in the jurisdiction where the
Franchised Unit is located; provided, however, that if,
through no fault of Franchisee, the premises are
damaged or destroyed by an event not within the
control of Franchisee such that repairs or reconstruction
cannot be completed within one hundred eighty (180)
days thereafter, then Franchisee shall have thirty (30)
days after such event in which to apply for Franchisor's
approval to relocate and/or reconstruct the premises,
which approval shall not be unreasonably withheld, but
may be conditioned upon the payment of on agreed
minimum royalty to Franchisor during the period in
which the Franchised Unit is not in operation;

14.2.3. If Franchisee is convicted of or pleads guilty to a

felony, a crime involving moral turpitude, or any other
crime or offense that Franchisor believes is reasonably

56
 likely to have an adverse effect on the System, the
Proprietary Marks, the goodwill associated therewith, or
Franchisor's interest therein;

14.2.4. If a threat or danger to public health or safety results

from the construction, maintenance, or operation of the
Franchised Unit; “Burger Lounge” RESTAURANTS

14.2.5. If Franchisee, or any partner or shareholder of

Franchisee purports to transfer any rights or obligations
under this Agreement or any interest in Franchisee to
any third party without Franchisor's prior written
consent, contrary to the terms of Section 14 of this
Agreement;

14.2.6. If Franchisee fails to comply with the in-term

covenants in Section 15 of this Agreement or fails to
obtain execution of the covenants required under
Sections 10 or Section 15 of this Agreement;

14.2.7. If, contrary to the terms of Section 7 of this

Agreement, Franchisee discloses or divulges the
contents of the Manual or any other confidential
information provided to Franchise by Franchisor;

14.2.8. If an approved transfer is not effected as required by

Section 14 of this Agreement, following Franchisee's
death or mental incapacity;

57
 14.2.9. If Franchisee knowingly maintains false books or
records, or submits any false reports to Franchisor;

14.2.10. If Franchisee or any individual, group, association,

limited or general partnership, corporation or other
business entity which directly or indirectly controls, is
controlled by, or is under common control with
Franchisee; or which directly or indirectly owns,
controls, or holds power to vote ten percent (10%) or
more of the outstanding voting securities of Franchisee;
or which has in common with Franchisee one or more
partners, officers, directors, trustees, branch managers,
or other persons occupying similar status or performing
similar functions ("Affiliate") commits any act of
default under any other Franchise Agreement,
Development Agreement (except for failure to meet the
development schedule there under), asset purchase
agreement, promissory note or any other agreement
entered into by Franchisee or an Affiliate of Franchisee,
and Franchisor, or any parent, subsidiary, affiliate,
predecessor or successor to Franchisor;

14.2.11. If Franchisee, after or during a default pursuant to

Section 15 of this Agreement, commits the same default
again, whether or not such default is cured after notice;
or

14.2.12. In the event that the Franchisee defaults on more than

one occasion within any twelve (12) month period as

58
 outlined in Section 15 of this Agreement due to a
substantial failure to comply with any of the
requirements stipulated herein, regardless of whether
such defaults are rectified following notice

14.2.13. If Franchisee refuses to permit Franchisor or its agents

to enter upon the premises of the Franchised Unit to
conduct any periodic inspection as set forth in Sections
5 and 10 of this Agreement.

14.2.14. If Franchisee uses any of Franchisor's Proprietary

Marks in any unauthorized manner or is otherwise in
default of the provisions of Section 5 of this Agreement.

14.3. Except as provided in Section 15 of this Agreement,

upon any default by Franchisee which is susceptible of
being cured, Franchisor may terminate this Agreement
only by giving written Notice of Termination stating the
nature of such “Burger Lounge” RESTAURANTS
default to Franchisee at least ten (10) days prior to the
effective date of termination if the default is for failure
to pay royalties, Advertising Fund contributions and
thirty (30) days, prior to the effective date of
termination for any other default, provided, however,
that Franchisee may avoid termination by curing such
default to Franchisor's satisfaction within the ten (10)
day or thirty (30) day period, as applicable. If any such
default is not cured within the specified time, this
Agreement shall terminate without further notice to

59
 Franchisee effective immediately upon the expiration of
the ten (10) day or thirty (30) day period, as applicable,
or such longer period as applicable law may require.

14.4. Franchisee shall indemnify and hold Franchisor

harmless for all costs, expenses and any losses incurred
by Franchisor in enforcing the provisions hereof, or in
upholding the propriety of any action or determination
by Franchisor pursuant to this Agreement, or in
defending any claims made by Franchisee against
Franchisor, or arising in any manner from Franchisee's
breach of or failure to perform any covenant or
obligation hereunder, including, without limitation,
reasonable litigation expenses and attorney's fees
incurred by Franchisor in connection with any
threatened or pending litigation relating to any part of
this Agreement, unless Franchisee shall be found, after
due legal proceedings, to have complied with all of the
terms, provisions, conditions and covenants hereof.

15. EFFECT OF TERMINATION OR EXPIRATION

15.1. Upon termination or expiration of this Agreement, all

rights granted herein shall forthwith terminate, and:

15.1.1. Franchisee shall immediately cease to operate the

Franchised Unit as a “Burger Lounge” restaurant, and
shall not thereafter, directly or indirectly, represent to

60
 the public that the restaurant is a “Burger Lounge”
restaurant;

15.1.2. Franchisee shall immediately and permanently cease

to use, by advertising or in any manner whatsoever, any
menus, recipes, confidential food for formulae,
equipment, methods, procedures, and the techniques
associated with the System, Franchisor's Proprietary
Marks, and Franchisor's other trade names, trademarks
and service marks associated with the “Burger Lounge”
System. In particular, and without limitation,
Franchisee shall cease to use all signs, furniture,
fixtures, equipment, advertising materials, stationery,
forms, packaging, containers and any other articles,
which display the Proprietary Marks;

15.1.3. Franchisee agrees, in the event Franchisee continues

to operate or subsequently begins to operate restaurants
or other businesses, not to use any reproduction,
counterfeit, copy, or colorable imitation of the
Proprietary Marks in conjunction with such other
business which is likely to cause confusion or mistake
or to deceive, and further agrees not to utilize any trade
dress, designation of origin, description, or
representation which falsely suggests or represents an
association or connection with Franchisor;

15.1.4. Franchisee agrees, upon termination or expiration of

this Agreement or upon cessation of the Franchised

61
 Business at the location specified in Section 1 of this
Agreement “Burger Lounge” RESTAURANTS for any
reason, whether or not Franchisee continues to operate
any business at such location, and whether or not
Franchisee owns or leases the location, to make such
modifications or alterations to the Franchised Unit
premises immediately upon termination or expiration of
this Agreement or cessation of operation of the
Franchised Business as may be necessary to prevent the
operation of any businesses thereon by Franchisee or
others in derogation of this Section 16 of this
Agreement, and shall make such specified additional
changes thereto as Franchisor may reasonably request
for that purpose. The modifications and alterations
required by this Section 16 of this Agreement shall
include, but are not limited to, removal of all trade
dress, proprietary marks and other indicia of the Burger
Lounge System;

15.1.5. Franchisee shall immediately pay all sums owing to

Franchisor and its subsidiaries and affiliates. In the
event of termination for any default by Franchisee, such
sums shall include all damages, costs and expenses,
including reasonable attorneys' fees, incurred by
Franchisor as a result of the default; and

15.1.6. The Franchisee shall immediately return over to

Franchisor the Manual. all other manuals, records, files,
instructions, correspondence and any and all other

62
 materials relating to the operation of the Franchised
Business in Franchisee's possession and all copies
thereof (all of which are acknowledged to be
Franchisor's property) and shall retain no copy or record
of any of the foregoing, with the exception of
Franchisee's copy of this Agreement, any
correspondence between the parties, and any other
documents which Franchisee reasonably needs for
compliance with any provision of law.

15.2. Franchisor shall have the right (but not the duty) to be
exercised by notice of intent to do so within thirty (30)
days after termination or expiration of this Agreement,
to purchase any and all improvements, equipment,
advertising and promotional materials, ingredients,
products, materials, supplies, paper goods and any items
bearing Franchisor's Proprietary Marks at current fair
market value. If the parties cannot agree on a fair
market value within a reasonable time, an independent
appraiser shall be designated by Franchisor, and his
determination of fair market value shall be binding. If
Franchisor elects to exercise any option to purchase
herein provided, it shall have the right to set-off all
amounts due from Franchisee under this Agreement and
the cost of the appraisal, if any, against any payment
therefore.

15.3. In the event the premises are leased to Franchisee,

Franchisee shall, upon termination of this Agreement

63
 and upon request by Franchisor, immediately assign, set
over and transfer unto Franchisor, at Franchisor's sole
option and discretion, said lease and the premises,
including improvements. Any such lease entered into by
Franchisee shall contain a clause specifying the
landlord's consent to assign such lease to Franchisor or
its assignee in the event this Agreement is terminated.

15.4. Franchisee shall pay to Franchisor all damages, costs,

and expenses, including reasonable attorneys' fees,
incurred by Franchisor in seeking recovery of damages
caused by any action of Franchisee in violation of, or in
obtaining injunctive relief for the enforcement of, any
portion of this Section 16 of this Agreement, Further,
Franchisee acknowledges and agrees that any failure to
comply with the provisions of this Section 16 of this
Agreement, shall result in irreparable injury to
Franchisor.

15.5. All provisions of this Agreement which, by their terms

or intent, are designed to survive the expiration or
termination of this Agreement, shall so survive the
expiration and/or termination of this Agreement.

15.6. Franchisee shall comply with the covenants contained

in Section 9 of this Agreement.

15.7. Franchisee shall execute such documents as

Franchisor may reasonably require to effectuate

64
 termination of the Franchise and Franchisee's rights to
use the trademarks and systems of Franchisor.

16. TAXES, PERMITS AND INDEBTEDNESS

16.1. Franchisee shall promptly pay when due all taxes,

accounts and other indebtedness of every kind incurred
by Franchisee in the conduct of the Franchised Business
under this Agreement.

16.2. Franchisee, in the conduct of the Franchised Business,

shall comply with all applicable laws and regulations,
and shall timely obtain any and all permits, certificates,
or licenses necessary for the full and proper conduct of
the businesses operated under this Agreement,
including, without limitation, licenses to do business,
trade name registrations, sales tax permits and fire
clearances, Health and Food Licenses as per the
applicable law of the territory.

17. INDEPENDENT CONTRACTOR AND

INDEMNIFICATION

17.1. This Agreement does not constitute Franchisee an

agent, legal representative, joint venture, partner,
employee or servant of Franchisor for any purpose
whatsoever. It is understood and agreed that Franchisee
shall be an independent contractor and is in no way
authorized to make any contract, agreement, warranty,

65
 or representation on behalf of Franchisor. The parties
further agree that this Agreement does not create any
fiduciary relationship between them.

17.2. During the term of this Agreement and any extensions

hereof, Franchisee agrees to take such action as
Franchisor deems reasonably necessary for Franchisee
to inform and hold itself out to the public as an
independent contractor operating the Franchised
Business pursuant to a Franchise from Franchisor,
including, without limitation, exhibiting a notice of that
fact at the Franchised Business in form and substance
satisfactory to Franchisor.

17.3. Franchisee agrees to defend, indemnify and hold

harmless Franchisor, its parent, subsidiaries and
affiliates, and their respective officers, directors,
employees, agents, successors and assigns from all
claims, demands, losses, damages, liabilities, cost and
expenses (including attorney's fees and expense of
litigation) resulting from, or alleged to have resulted
from, or in connection with Franchisee's operation of
the Franchised Business, including, but not limited to,
any claim or actions based on or Arising out of any
injuries, including death to persons or damages to or
destruction of property, sustained or alleged to have
been sustained in connection with or to have arisen out
of or incidental to the Franchised Business and/or the
performance of this Burger Lounge RESTAURANTS

66
 contract by Franchisee, its agents, employees, and/or its
subcontractors, their agents and employees, or anyone
for whose acts they may be liable, regardless of whether
or not such claim, demand, damage, loss, liability, cost
or expense is caused in whole or in part by the
negligence of Franchisor, Franchisor's representative, or
the employees, agents, invitees, or licensees thereof.

17.4. Franchisor shall advise Franchisee in the event

Franchisor receives notice that a claim has been or may
be filed with respect to a matter covered by this
Agreement, and Franchisee shall immediately assume
the defense thereof at Franchisee's sole cost and
expense. In any event, Franchisor will have the right,
through counsel of its choice, to control any matter to
the extent it could directly or indirectly affect
Franchisor and/or its parent, subsidiaries or affiliates or
their officers, directors, employees, agents, successors
or assigns. If Franchisee fails to assume such defense,
Franchisor may defend, settle, and litigate such action
in the manner it deems appropriate and Franchisee
shall, immediately upon demand, pay to Franchisor all
costs (including attorney's fees and cost of litigation)
incurred by Franchisor in affecting such defense, in
addition to any sum which Franchisor may pay by
reason of any settlement or judgment against
Franchisor.

67
17.5. Franchisor's right to indemnity hereunder shall exist
notwithstanding that joint or several liabilities may be
imposed upon Franchisor by statute, ordinance,
regulation or judicial decision.

17.6. Franchisee agrees to pay Franchisor all expenses

including attorney's fees and court costs, incurred by
Franchisor, its parent, subsidiaries, affiliates, and their
successors and assigns to remedy any defaults of or
enforce any rights under this Agreement, effect
termination of this Agreement or collect any amounts
due under this Agreement.

18. APPROVALS AND WAIVERS

18.1. Whenever this Agreement requires the prior approval

of Franchisor, Franchisee shall make a timely written
request to Franchisor therefore, and such approval or
consent shall be in writing.

18.2. Franchisor makes no warranties or guarantees upon

which Franchisee may rely, and assumes no liability or
obligation to Franchisee or any third party to which
Franchisor would not otherwise be subject, by
providing any waiver, approval, advice, consent or
suggestions to Franchisee in connection with this
Agreement, or by reason of any neglect, delay, or denial
of any request therefore.

68
18.3. No failure of Franchisor to exercise any power
reserved to it in this Agreement, or to insist upon
compliance by Franchisee with any obligation or
condition in this Agreement, and no custom or practice
of the parties at variance with the terms hereof, shall
constitute a waiver of Franchisor's right to demand
exact compliance with the terms of this Agreement.
Waiver by Franchisor of any particular default shall not
affect or impair Franchisor's right in respect to any
subsequent default of the same or of a different nature,
nor shall any delay, forbearance, or omission of
Franchisor to “Burger Lounge” RESTAURANTS
exercise any power or rights arising out of any breach
or default by Franchisee of any of the terms, provisions,
or covenants of this Agreement, affect or impair
Franchisor's rights, nor shall such constitute a waiver by
Franchisor of any rights, hereunder or right to declare
any subsequent breach or default. Subsequent
acceptance by Franchisor of any payments due to it
shall not be deemed to be a waiver by Franchisor of any
preceding breach by Franchisee of any terms,
covenants, or conditions of this Agreement.

19. CORRESPONDENCE & NOTICES

Any and all notices required or permitted under this

Agreement shall be in writing and shall be personally
delivered or sent by registered mail, or by other means
which will provide evidence of the date received to the

69
respective parties at the following addresses unless and
until a different address has been designated by written
notice to the other party:

Notices to Franchisor:

Franchisee Department
Burger Lounge,
Grapa Foods LLP,
1st Floor, 15/796,
Majitha Building,
Vellimadukunnu, Marikunnu,
Kozhikode - 673016
Kerala, India
cc: Legal Department

Notices to Franchisee:

All written notices and reports permitted or required to

be delivered by the provisions of this Agreement shall
be addressed to the party to be notified at its most
current principal business address of which the
notifying party has been notified and shall be deemed
so delivered

(i) at the time delivered by hand;

(ii) one (1) business day after sending by telegraph,
email, facsimile or comparable electronic system; or

70
 (iii) if sent by registered or certified mail or by other
means which affords the sender evidence of delivery, on
the date and time of receipt or attempted delivery if
delivery has been refused or rendered impossible by the
party being notified.

20. SEVERABILITY AND CONSTRUCTION

20.1. Except as expressly provided to the contrary herein,

each section, paragraph, part, term, and/or provision of
this Agreement shall be considered severable; and if, for
any reason, any section, part, term, and/or provision
herein is determined to be invalid and contrary to, or in
conflict with, any existing or future law or regulation by
a court or agency having valid jurisdiction, such shall
not impair the operation, or have “Burger Lounge” ™
RESTAURANTS any other effect upon, such other
portions, sections, parts, terms, and/or provisions of this
Agreement as may remain otherwise intelligible, and
the latter shall continue to be given full force and effect
to bind the parties hereto; and said invalid portions,
sections, parts, terms, and/or provisions shall be deemed
not to be part of this Agreement.

20.2. Except as been expressly provided to the contrary

herein, nothing in this Agreement is intended, nor shall
be deemed, to confer upon any person or legal entity
other than Franchisee, Franchisor, Franchisor's officer,
directors, and employees, and Franchisee's permitted

71
 and Franchisor's respective successors and assigns, any
rights or remedies under or by reason of this
Agreement.

20.3. All captions in the Agreement are intended solely for

the convenience of the parties, and none shall be
deemed to affect the meaning or construction of any
provision hereof.

20.4. All references herein to the masculine, neuter or

Singular shall be construed to include the masculine,
feminine, neuter or plural. Where applicable, and all
acknowledgements, premises, covenants, agreements
and obligations herein made or undertaken by
Franchisee shall be deemed jointly and severally
undertaken by all the parties hereto on behalf of
Franchisee.

20.5. This Agreement may be executed in counterparts, and

each copy so executed shall be deemed an original.

21. ENTIRE AGREEMENT: SURVIVAL

21.1. This Agreement, along with the referenced

documents, the Development Agreement if applicable,
and the exhibits appended hereto, constitute the
comprehensive and conclusive agreement between
Franchisor and Franchisee regarding the subject matter

72
 herein and supersedes all preceding agreements. Except
for those alterations expressly permitted to be made
unilaterally by Franchisor herein, no amendment,
change, modification, or variance of this Agreement
shall be enforceable unless made in writing and
executed by both Franchisor and Franchisee.
Representations, whether oral, written, electronic, or
otherwise, not expressly outlined in this Agreement are
non-binding on the party purported to have made such
representations and hold no legal force or effect. I
acknowledge having read Section 21.1 of this
Agreement, and confirm that I have not been influenced
by, nor am I relying on, any representation not
explicitly stated in this Agreement.

____________________________
Signature (Franchisee)

21.2. Notwithstanding anything herein to the contrary, upon

the termination of this Agreement for any reason
whatsoever (including the execution of a subsequent
Franchise Agreement , or upon the expiration of the
Term hereof, any provisions of this Agreement Which,
by their nature, extend beyond the expiration or
termination of this Agreement, shall survive termination
or expiration and be fully binding and enforceable as
though such termination or expiration had not occurred.

22. ACKNOWLEDGMENTS

73
22.1. Franchisee acknowledges that Franchisee has
conducted an independent investigation of the “Burger
Lounge” Franchise and recognized that the business
venture contemplated by this Agreement involves
business risks and Franchisee's success will be largely
dependent upon the ability of the Franchisee as an
independent business entity. Franchisor expressly
disclaims the making of, and Franchisee acknowledges
that Franchisee has not received, any warranty or
guarantee, expressed or implied, as to the potential
volume, profits or success of the business venture
contemplated by this agreement.

22.2. Franchisee acknowledges that Franchisee has received

a completed copy of this agreement, the exhibits hereto,
if any, and the agreements relating thereto, if any, at
least five (5) business days prior to the date on which
this agreement was executed.

22.3. Franchisee acknowledges that Franchisee has read and

understood this agreement, the exhibits hereto, if any,
and agreements relating thereto, if any, and that
Franchisor has accorded Franchisee’s ample time and
opportunity and has encouraged Franchisee to consult
with advisors of Franchisee's own choosing about the
potential benefits and risks of entering into this
agreement.

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22.4. Franchisee recognizes and understands that it may
incur other expenses and/or obligations as part of the
initial investment in the franchised business which the
terms of this agreement may not address, and which
include without limitation: opening advertising,
equipment, fixtures, other fixed assets, construction,
leasehold improvements and decorating costs as well.
As working capital is necessary to commence
operations.

23. APPLICABLE LAW: VENUE

23.1. This Agreement takes effect upon its acceptance and

execution by Franchisor and shall be interpreted and
construed under the laws of the Country of India which
laws shall prevail in the event of any conflict of law
except to the extent governed by the. Trademark Act as
amended; provided, however, that if the covenants in
Section 12 of this Agreement would not be enforceable
under the laws of INDIA, and the Franchised Unit is
located outside of INDIA, then such covenants shall be
interpreted and construed under the laws of the state in
which the Franchised Unit is located.

23.2. Jurisdiction at the courts of the STATE OF KERALA,

INDIA ONLY.

23.3. No right or remedy herein conferred upon or reserved

to Franchisor is exclusive of any other right or remedy

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 herein, or by law or equity provided or permitted; but
each shall be cumulative of any other right or remedy
provided in this Agreement

23.4. Nothing herein contained shall bar Franchisor's right

to obtain injunctive relief against threatened conduct
that will cause it loss or damages, under the usual
equity rules, including the applicable rules for obtaining
restraining orders and preliminary injunctions.

IN WITNESS WHEREOF, the parties hereto, intending

to be legally bound hereby, have duly executed, sealed,
and delivered this Agreement in triplicate on the day
and year first above-written.

FOR Grapa Foods PVT LTD (FRANCHISOR)

AUTHORIZED SIGNATORY -

FOR FRANCHISEE COMPANY:

____________________________________________
AUTHORIZED SIGNATORY

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 EXHIBIT - A

“Burger Lounge” FRANCHISE AGREEMENT

NOTICE OF COMMENCEMENT DATE ________

(Day) ________ (Month) _______ (Year)

NAME OF FRANCHISEE:

_____________________________________________

FRANCHISE AGREEMENT DATED:

___ (Day) __________ (Month) ___________ (Year)

FRANCHISE PREMISES ADDRESS:

_____________________________________________
_____________________________________________
_____________________________________________
_____________________________________________

NOTICE is hereby given to the above mentioned

Franchisee pursuant to Section 2 of the Franchise
Agreement that the Term of the above mentioned
Franchise Agreement commenced on _________ (Day)

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_______________ (Month) ____________ (Year) and
that the Term shall expire on ____ (Day) _______
(Month) ___________ (Year), unless the Franchise
Agreement is terminated earlier, pursuant to its terms
and conditions.

Date of Notice:
FOR Grappa Foods PVT LTD (FRANCHISOR)

AUTHORIZED SIGNATORY

FOR FRANCHISEE COMPANY

____________________________________________
AUTHORIZED SIGNATORY

78