SUPPLIER AGREEMENT

THIS AGREEMENT (herein so called) is entered into as of ___________________, 20__ ("Effective Date"),
between ____________ ("ABC Customer"), and __________ ("Supplier").

1. Approved Supplier; Purchasers; Products To Be Supplied. ABC Customer hereby approves

Supplier (the "Approval") as the approved, non-exclusive supplier ("Approved Supplier") to ABC Customer’s
restaurants (the “Restaurants” and together with ABC Customer, the “Purchasers”) for the products listed by restaurant
concept on Exhibit A (the "Current Products") and for any products that replace or are intended to replace any Current
Products (the “Replacement Products” together with the Current Products, collectively shall be referred to as the
“Products”). The parties agree that non-material changes to Current Products shall not deem a Current Product a new or
Replacement Product. For any Replacement Product, Supplier must meet ABC Customer specifications and price such
Product within five percent (5%) of any competing bidder before Supplier shall be awarded the right to supply such
Replacement Product. If Supplier’s price exceeds five percent (5%) of any competing bidder, then Supplier shall have a
ten (10) day period after receipt of notice from ABC Customer of its failed bid to meet the price of the competing bidder.
If Supplier agrees to meet the price in the ten (10) day period, then Supplier shall be awarded the right to supply such
Replacement Product. If Supplier does not agree to meet the price in the ten (10) day period, then ABC Customer shall
have the right to use the competing bidder to supply such Replacement Product.

This approval is conditioned on Supplier at all times, maintaining material compliance with the terms and
conditions of this Agreement. Any new products that are neither Current Products or Replacement Products which
Supplier may produce for ABC Customer, at ABC Customer's discretion, shall be deemed Products for all purposes
hereunder, including but not limited to, application against the Minimum Guaranteed Purchase Amount defined in
Section 2(b) below. Approved manufacturing and/or distribution facilities of Supplier will be designated on Exhibit B.
Supplier shall, at all times after the sixth (6th) month anniversary of the Effective Date of this Agreement, maintain
alternative production facilities for every Product produced by Supplier such that at least twenty percent (20%) of all
Product shall have an immediately available secondary sourcing facility in full adherence to the terms and conditions of
this Agreement.

2. Blanket Purchase Orders, Minimum Guaranteed Purchase Amount and Ordering Process.

(a) Attached hereto as Exhibit C is a blanket purchase order for the Purchasers (the “Blanket
Purchase Order” or “BPO”). The Blanket Purchase Order includes: (i) the names of the Products to be supplied by
Supplier; (ii) the prices (FOB Supplier’s facility) for the Products; (iii) freight charges which shall be no higher than
ABC Customer’s current freight costs of ____ per case without the prior written consent of ABC Customer and
Supplier; and (iv) payment terms. The terms set forth in the Blanket Purchase Order shall be binding as of the date
hereof unless and until such terms are modified in writing and signed by both parties hereto; provided, however, if a
Replacement Product will replace a then current Product, ABC Customer and Supplier will work together in good
faith to substitute like products such that the Product to be replaced and the Replacement Product shall result in
similar profitability to Supplier. If a force majeure event occurs which significantly affects the cost of butter, eggs, oil,
sugar or flour for a period of at least six (6) months, Seller shall agree to reasonable and appropriate price adjustments for
such Products given the change in cost.

(b) ABC Customer and Supplier agree that Supplier shall provide and the Purchasers shall
purchase from Supplier the Products pursuant to the terms and conditions of this Agreement and the BPO. This
Agreement constitutes a firm commitment on the part of ABC Customer and the Purchasers during the Term as may be
extended for the Purchasers to purchase the Products both: (i) from Supplier; and (ii) in a minimum guaranteed volume
equal to $31.5 million of gross revenue to Supplier (the “Minimum Guaranteed Purchase Amount”). If a material
change of any nature should occur in any of the Purchasers that would adversely effect the Products to be sold under this
Agreement, ABC Customer and Supplier shall negotiate in good faith to amend the terms of this Agreement to reflect
any such change such that any material additions to the ABC Customer portfolio that would accelerate satisfaction of the
Minimum Guaranteed Purchase Amount would decrease the Term of this Agreement, but not to a Term of less than
eighteen months after the date hereof, and a deletion from the ABC Customer portfolio that would decelerate
satisfaction of the Minimum Guaranteed Purchase Amount would increase the Term, but not to a Term of more than
thirty-six months after the date hereof, unless extended by mutual written agreement of the parties hereto. Should Seller
transfer, sell or assign any Restaurant brand purchasing from Supplier under this Agreement, Seller shall use reasonable
efforts to have any purchaser of such divested Restaurant brand assume the purchase obligations of such Restaurant
brand under this Agreement, and Supplier shall acknowledge and accept any such assignment (“Prorata Assignment”).
In such event the purchases made under such Prorata Assignment shall be applied against the Minimum Guaranteed
Purchase Amount.

(c) Purchasers may place periodic or standing orders for Products with Supplier by purchase
order, sent via facsimile or e-mail, by specifying the quantities of Products ordered and the date that the Products are
to be delivered (each, an “Order”). Orders shall be placed at least ten (10) business days plus the standard time to
ground ship the Products (“Supplier’s Standard Lead Time”) prior to the requested delivery date set forth in the
Order. Orders shall be confirmed in writing by Supplier promptly. If the Order is not received by Supplier within
Supplier’s Standard Lead Time, Supplier shall use commercially reasonable efforts to ship the quantities for delivery
in the time specified, or will notify such Purchaser in the written confirmation if it cannot deliver the Products in the
time specified in the Order.

3. Inspection. ABC Customer shall have the right to inspect, without advance notice but during normal
business hours, (a) the plant and/or manufacturing facilities of Supplier at which the Products are produced, (b) all of the
Supplier's facilities and equipment relating to manufacture, storage and delivery of the Products and all components
thereof, and (c) the Products (prior to its shipment to any of the Purchasers), to assure Supplier’s compliance with the
terms and provisions of this Agreement. In addition to the foregoing, ABC Customer requires that all of the facilities
referred to in clause (a) and (b) above be inspected on an annual basis using standard formats with ABC Customer
additions, at Supplier’s sole cost and expense, by either Silliker Laboratories ("Silliker"), Cooke & Thurber, or the
American Institute of Baking ("AIB"). Other independent inspection firms with equivalent inspection standards will be
considered at the sole discretion of ABC Customer’s Quality Assurance Department. The annual inspection must show
that each such facility has obtained a passing score of at least the lesser of: (i) the most recent score obtained by ABC
Customer for the particular facility when such facility was owned and operated by ABC Customer; or (ii) 850 (for AIB)
or 85 (for Silliker), and documentation of the inspection must be sent to ABC Customer’s Quality Assurance Department
as a prerequisite to ABC Customer entering into, or performing under, any Purchase Agreement; provided, however, if
the most recent score obtained by ABC Customer for a particular facility was less than 850 or 85, as applicable, then
Supplier shall ensure that within twelve (12) months after the date hereof such facility shall be of sufficient quality to
obtain a passing score of at least 850 or 85, as applicable, at the next annual inspection for such facility . Supplier agrees
to authorize Silliker, AIB, and/or Cooke & Thurber to release the on-going audit results to ABC Customer. Should
evidence of potential food safety hazards or non-compliance to specifications set forth in this Agreement
("Specifications") be found during ABC Customer’s or an independent inspection firm’s inspection, then Supplier agrees
to pay the reasonable cost of subsequent inspections (in addition to the annual inspection) of Supplier’s premises,
facilities, equipment and/or the Products.

4. Product Testing. In order to verify Supplier’s adherence to the Specifications and to food safety and
quality requirements, at ABC Customer’s request, Supplier shall promptly submit to the ABC Customer Quality
Assurance Department or to a product testing laboratory designated by ABC Customer, samples of the Product, or
samples of the Product shall be drawn from the ABC Customer System. Samples will be evaluated by ABC Customer’s
Quality Assurance Department and/or the product testing laboratory designated by ABC Customer, based on specific
testing frequencies and quantities contained in the Blanket Purchase Order, by conducting microbiological, physical,
chemical and/or organoleptic or other applicable evaluations and analyses. Supplier agrees to pay the reasonable costs of
the Product, shipping, inspection, and laboratory fees.

5. Recipes and Products. As applicable, all Product that is developed from recipes furnished by
ABC Customer will remain Confidential Matter (hereinafter defined) of ABC Customer and will remain the sole
property of ABC Customer. In addition, if Supplier develops an item or recipe specifically for ABC Customer or
any Purchaser, then such item or recipe, once approved by ABC Customer, will become Confidential Matter and the
sole property of ABC Customer and may not be used by Supplier for any other entity or purchaser without the prior
written consent of ABC Customer, which consent may be granted or withheld in ABC Customer’s sole and absolute
discretion. Furthermore, if Supplier develops proprietary manufacturing procedures and/or specifications solely and
directly as a result of a recipe supplied by ABC Customer, then such manufacturing procedures and/or specifications
will be disclosed to ABC Customer and will be considered Confidential Matter and the sole property of ABC
Customer and any such Confidential Matter may not be used by Supplier for any other entity or purchaser without

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the prior written consent of ABC Customer, which consent may be granted or withheld in ABC Customer’s sole and
absolute discretion. Notwithstanding the foregoing, ABC Customer will have no ownership claim to any Product
previously developed by Supplier or developed without using ABC Customer Confidential Matter. Notwithstanding
the foregoing, for purposes of this Agreement, “Confidential Matter” shall not include any information which: (a)
was in the lawful and unrestricted possession of Supplier prior to its disclosure by ABC Customer; (b) is or becomes
generally available to the public by acts other than those of Supplier after receiving it; (c) has been received lawfully
and in good faith by Supplier from a third party who did not derive it from ABC Customer; (d) is shown by
acceptable evidence have been independently developed by Supplier,(e) is required to be disclosed by law, or (f)
constitutes an equipment modification that could be used with other products.

6. Indemnification. Supplier agrees to defend, indemnify and hold harmless ABC Customer, the
restaurants and companies comprising the ABC Customer System, and the Purchasers of and from all claims, demands,
losses, damages, liabilities, costs and expenses (including investigation costs and reasonable attorneys' fees) resulting
from injury, illness and/or death to the extent caused by the failure of the Product to satisfy the warranties set forth in
Paragraph 13 hereof. ABC Customer agrees to advise Supplier in the event ABC Customer receives notice that a claim
has been or may be filed with respect to a matter covered by this indemnity. If a claim results in legal action, and
Supplier has assumed the investigation and settlement of the underlying claim, then Supplier shall retain counsel in
connection therewith. If Supplier fails to assume such defense, such other party may defend the action in the manner it
deems appropriate, and Supplier shall pay to such other party all costs, including reasonable attorneys' fees, incurred by it
in effecting such defense, in addition to any sum which such party may pay by reason of any settlement or judgment
against it. Any release of liability arising out of a claim shall release ABC Customer, the restaurants and companies
comprising the ABC Customer System, and the Purchasers from liability.

7. Insurance. Supplier agrees to maintain during the entire term of this Agreement a comprehensive
general liability insurance policy, including product liability coverage and contractual liability coverage insuring against
the liabilities assumed under this Agreement, in minimum amounts of $1,000,000.00 per occurrence for damage, injury
and/or death to persons and $2,000,000.00 general aggregate, and $1,000,000.00 per occurrence for damage and/or
injury to property and $2,000,000.00 general aggregate; an umbrella liability policy with limits of at least $5,000,000.00
per occurrence and $5,000,000.00 aggregate. Such insurance may not provide for a deductible in excess of $25,000.00.
All insurance policies required to be maintained by Supplier hereunder shall be with responsible insurance companies,
reasonably acceptable to ABC Customer, authorized to do business in all states in which the Product shall be distributed,
shall name ABC Customer and any other involved Purchaser as an additional insured, and shall provide for cancellation
only upon thirty (30) days prior written notice to ABC Customer. Supplier shall evidence such insurance coverage by
delivering to ABC Customer certificates issued by the insurance companies underwriting such risks. Such certificates
must be provided to ABC Customer contemporaneous with Supplier’s execution of this Agreement.

8. Recall. In the event it is deemed necessary by either ABC Customer and/or Supplier to recall any
quantity of the Product, either as a result of failure of the Product to satisfy the Specifications or for a breach of any of
the warranties set out in Paragraph 13 hereof (collectively, a "Necessary Recall"), Supplier agrees to comply diligently
with product recall procedures established by Supplier (or jointly established by Supplier and ABC Customer or by
Supplier, ABC Customer, and one or more of ABC Customer’s distributors). Supplier will submit its recall procedures
(including twenty-four hour/seven day contact persons) for its Carlsbad and Broomfield facilities in writing to ABC
Customer prior to execution of this Agreement by ABC Customer. Supplier shall be obligated to follow either: (i) the
recall procedure currently in place for the facilities obtained from ABC Customer, or (ii) recall procedures that are
substantially similar to those recall procedures in place for the Carlsbad and Broomfield facilities. Furthermore,
Supplier agrees to bear and/or reimburse all costs and expenses incurred by ABC Customer, the restaurants or companies
comprising the ABC Customer System and/or the Purchasers in complying with such recall procedures. In the event
Supplier fails or refuses to comply with or conduct a Necessary Recall, or if ABC Customer reasonably determines that
Supplier’s recall procedures are inadequate, ABC Customer shall be authorized to take such action as it deems necessary
to recall the Product and Supplier shall reimburse ABC Customer for its reasonable costs and expenses incurred in such
recall procedure; any such action taken by ABC Customer shall not relieve Supplier of its obligations hereunder.

9. Term. The term of this Agreement and the Approval shall commence on the date hereof and shall
expire on the later to occur of (a) date that is eighteen (18) months after the date hereof, or (b) the date when ABC
Customer has purchased from Supplier the Minimum Guaranteed Purchase Amount; provided, however, ABC
Customer shall be obligated to purchase the Minimum Guaranteed Purchase Amount from ABC Customer within three

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(3) years from the date hereof; provided, further, if ABC Customer fails to purchase the Minimum Guaranteed Purchase
Amount from ABC Customer in the three (3) year period, and the parties do not agree to extend this Agreement, it shall
be obligated to pay to Supplier immediately after the end of the three (3) year period a lump sum amount equal to the
profit Supplier would have received from that portion of the Minimum Guaranteed Purchase Amount that was not
purchased in the three (3) year period. Orders placed up to the three year anniversary of this Agreement shall be counted
against the Minimum Guaranteed Purchase Amount. Supplier’s profit for purposes of the previous sentence shall be an
amount equal to the percentage of the outstanding balance of Minimum Guaranteed Purchase Amount as follows: (i) if
the shortfall in Minimum Guaranteed Purchase Amount is $2,500,000 or less, then five percent (5%); (ii) if the shortfall
in Minimum Guaranteed Purchase Amount is between $2,500,001 and $5,000,000, then ten percent (10%); (iii) shortfall
in Minimum Guaranteed Purchase Amount between $5,000,0001 and $10,000,000, fifteen percent (15%); and (iv)
shortfall in Minimum Guaranteed Purchase amount in excess of $10,000,000, twenty percent (20%), and such amount
shall constitute agreed upon liquidated damages, the payment of which shall be deemed to be full satisfaction of the
Minimum Guaranteed Purchase Amount. By way of example only, if the shortfall in Minimum Guaranteed Purchase
Amount is $5,000,000 then the profit, and thereby the liquidation payment, shall be $500,000 payable by ABC Customer
to Supplier. Notwithstanding the foregoing, ABC Customer, in its sole discretion, may extend the term of this
Agreement with respect to any or all Restaurants and all Products associated with such Restaurant(s) for up to three (3)
additional periods of three (3) months each by providing written notice to Supplier of such extension at least thirty (30)
days prior to the end of the 36th month period (or the then existing three (3) month extension). Upon termination, ABC
Customer shall be responsible for Supplier's finished goods inventory not to exceed thirty (30) days (based on the
average amounts purchased over the past three (3) months) and, to the extent used solely by Supplier for the Products,
unique and proprietary ingredients, custom packaging, materials and custom labels not to exceed an additional thirty (30)
day supply (based on those same average monthly purchases). Upon termination or expiration of the Agreement and/or
the Approval, Supplier's designation as an Approved Supplier shall terminate and be of no further force and effect and
Supplier shall not thereafter identify itself as an Approved Supplier of ABC Customer nor use any of the Confidential
Matter. In no event shall Supplier produce additional proprietary Product after ABC Customer delivers Supplier notice
of termination without ABC Customer's prior written consent. Notwithstanding anything to the contrary, ABC Customer
shall have the immediate right to terminate this Agreement and Approval for the default of any material provision of this
Agreement by Supplier which default remains uncured for a period of thirty (30) days after Supplier receives written
notice from ABC Customer of the material default. In the event of such termination for an uncured material default of
this Agreement, ABC Customer shall be entitled to its actual and direct damages. Except in the event of a termination
due to an uncured material default with the Agreement, ABC Customer’s payment obligations under this Agreement and
the BPO shall survive termination of this Agreement; provided, however, if the payment amount owing under this
Agreement and the BPO equals or exceeds two (2) times the actual and direct damages incurred by ABC Customer as a
result of such uncured material default, then ABC Customer shall still be obligated to pay to Supplier the amount equal
to the difference between the payment amount owing less two (2) times the actual and direct damages incurred by ABC
Customer as a result of such uncured material default.

10. Orders. If Supplier is unable to supply the Product for any reason during the Term, Supplier agrees
to provide substitute Product acceptable to ABC Customer at the prices, quantities, and terms set forth in the Blanket
Purchase Agreement (unless Supplier is able to obtain the substitute Product at more favorable prices and/or terms than
those set forth in the Purchase Agreement, in which case the more favorable prices and/or terms will be made available
to ABC Customer . If Supplier does not provide substitute Product acceptable to ABC Customer, then Supplier is
obligated to pay the difference between the negotiated price for the Product and the actual price paid by a Purchaser to
obtain the substitute Product from a third party.

11. Trademarks. During the term hereof, Supplier shall not place, without the prior consent of the ABC
Customer Food & Beverage Purchasing Department or Quality Assurance Department, any trademarks or service marks
of ABC Customer on packaging for Products prepared exclusively for use by the Purchasers. In addition, Supplier shall
not use any trademarks or service marks of ABC Customer in any manner whatsoever not expressly covered by the first
sentence of this Paragraph 11 without the prior written consent of an officer of ABC Customer.

12. Confidentiality. Supplier acknowledges that the terms of this Agreement, the BPO and any Order
entered into between ABC Customer and Supplier, and any other information obtained by Supplier concerning ABC
Customer and/or the ABC Customer System may include valuable, proprietary, and confidential matter or information
relating to trade secrets, recipes, concepts, formulas, product configurations, designs, Specifications, manufacturing
processes, operational processes, equipment, suppliers, customers, employees, research developments, inventions,

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engineering, marketing, merchandising, purchasing, finances, and other information of a valuable, proprietary, and
confidential nature which is owned by ABC Customer or one of its affiliates or franchisees and which is the basis for the
business conducted by ABC Customer, its affiliates, and its franchisees ("Confidential Matter") and shall be used by
Supplier only pursuant to the terms and for the purposes of this Agreement. Supplier shall comply with reasonably
prudent procedures designed to maintain in confidence, safeguard as ABC Customer property, not use except consistent
with this Agreement or in any other manner agreed to by ABC Customer in writing, and prevent disclosure to others of,
the Confidential Matter. In particular, Supplier specifically warrants for itself, its employees and agents that it and they
will not disclose the Specifications or any portion thereof to any person or entity not specifically authorized in writing by
ABC Customer to receive them, nor use the Specifications to produce the Product either for Supplier’s own use or for
sale and/or distribution to customers other than the Purchasers. In addition to the foregoing, and subject to provisions of
Section 5, it is intended that any recipe developed by Supplier for the ABC Customer System will, upon approval or use
by ABC Customer, become Confidential Matter of ABC Customer and subject to the terms and provisions hereof.
Supplier's obligations under this Agreement shall not apply to anything (a) which: (a) was in the lawful and
unrestricted possession of Supplier prior to its disclosure by ABC Customer; (b) is or becomes generally available to
the public by acts other than those of Supplier after receiving it; (c) has been received lawfully and in good faith by
Supplier from a third party who did not derive it from ABC Customer; (d) is shown by acceptable evidence have
been independently developed by Supplier,(e) is required to be disclosed by law, or (f) constitutes an equipment
modification that could be used with other products.

13. Warranties.

(a) Supplier warrants that all of the Product including food articles, food ingredients and food
packaging comprising the Product or any part thereof, delivered, sold or transferred to any of the Purchasers hereunder
(i) shall be in full compliance with the Food, Drug and Cosmetic Act ("FDCA"), as amended from time to time, and any
other rules and regulations promulgated from time to time by the United States Department of Agriculture ("USDA"), or
any other federal, state or local governmental or regulatory authority; (ii) shall be manufactured, stored and delivered in
accordance with appropriate "Good Manufacturing Practices" under the FDCA, comparable regulations of the USDA, or
any applicable law, ordinance or regulation of any other federal, state or local governmental or regulatory authority, as
applicable; (iii) shall not be adulterated or misbranded within the meaning of the FDCA, other rules or regulations of the
USDA, or any applicable law, ordinance or regulation of any other federal, state or local governmental or regulatory
authority, as applicable; (iv) shall not be a food product which is prohibited from being introduced into interstate
commerce pursuant to Section 404 of the FDCA (or other rules and regulations of the USDA or any other federal, state
or local governmental or regulatory authority); and (v) if a Product is a “ready-to-eat” food product that does not require
cooking for safety then such Product shall not contain pathogenic micro-organisms.

(b) Supplier expressly warrants that all of the Product furnished pursuant to this Agreement (i) will
materially conform to the Specifications; (ii) will be fit and sufficient for the use of such Product; (iii) will be
merchantable, of good quality and free from material defects, whether patent or latent; and (iv) will be free from material
defects in design or production. Any shipment evidencing any material defects or deviations from the Specifications
shall be immediately replaced by Supplier at no cost to ABC Customer. For purposes of this Section 13(b), "material
defect" shall mean that a Product or a component thereof has failed to meet an express specification such as the grade of
an ingredient that must be used (i.e Grade A eggs), or a specific manufacturer or supplier of an ingredient (i.e.
Hershey’s chocolate), but shall not fall outside of a specification range expressly provided by ABC Customer. The
Specifications for the Current Products is attached hereto as Schedule I to the Blanket Purchase Order. Notwithstanding
the above, it shall not be a “material defect” if a specific manufacturer or supplier of an ingredients fails to or refuses to
provide a specified ingredient through not material fault of Supplier.

(c) All warranties, whether express or implied, relating to the Product shall run to ABC Customer, its
successors, and assigns, to all restaurants and companies comprising the ABC Customer System and to all of the
Purchasers. These warranties shall be construed as conditions as well as warranties and shall not be deemed to be
exclusive. All representations, warranties and conditions and indemnities (including but not limited to those set forth in
Paragraphs 6, 12 and 13 hereof) shall survive both delivery and acceptance of the Product herein purchased as well as
termination of this Agreement.

(d) For a period of at least one (1) year from the date of manufacture, Supplier agrees to keep true,
accurate and complete records of manufacture, storage, shipment and sale of the Product in such form as ABC Customer

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may now or hereafter require and, upon request by ABC Customer, to periodically furnish ABC Customer with such
information regarding the manufacture, storage, shipment and sale of the Product in a format which shall be established
by ABC Customer.

14. Notices. All notices required hereunder shall be in writing and shall be deemed given, whether
actually received or not, (a) when delivered in person, (b) on the date of actual receipt of a prepaid telegram, telex or
facsimile, (c) three (3) business days after such item is deposited in the United States mail, postage prepaid, certified or
registered, return receipt requested, or (d) one (1) business day after such item is deposited with Federal Express or other
generally recognized overnight courier, shipping charges prepaid, addressed to the appropriate party hereto at its address
set out below, or at such other address as it shall have theretofore specified by written notice delivered in accordance
herewith:

Supplier: ABC Customer:

15. Governing Law. THE AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH

AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

16. Entire Agreement; Waiver, Modification or Amendment. This Agreement and related Blanket
Purchase Order constitute the entire agreement between ABC Customer and Supplier and supersede any and all prior
negotiations, understandings, and/or agreements, oral or written, between the parties hereto with respect to the subject
matter hereof. In the event of any conflict between the terms of this Agreement and the terms of any other agreement
between the parties, including the BPO or any Order, the terms of this Agreement shall be controlling. Neither this
Agreement, the BPO, any related Orders, nor any of their provisions may be waived, modified or amended except by an
instrument in writing signed by the parties hereto.

17. Benefit of Agreement. The Agreement shall be binding upon, and shall inure to the benefit of, the
parties hereto and their successors and assigns. Notwithstanding the foregoing, this Agreement may not be assigned by
Supplier without the prior written approval of ABC Customer, which consent may be granted or withheld in the sole and
absolute discretion of ABC Customer. ABC Customer may assign this Agreement in whole, or make a Prorata
Assignment, but in all events ABC Customer shall remain liable for the Minimum Guaranteed Purchase Amount as set
forth in this Agreement.

18. Compliance; No Waiver. The failure of ABC Customer to insist upon strict compliance with any of
the terms hereof shall not be considered to be a waiver of any such terms nor shall it affect the right of ABC Customer to
insist upon strict compliance herewith at any time thereafter. The failure of ABC Customer to terminate this Agreement
and/or the Approval upon the occurrence of an event of default by Supplier in its performance of any obligation
hereunder shall not constitute a waiver or otherwise affect the right of ABC Customer to terminate the Agreement and/or
the Approval as a result of a continuing or subsequent failure or refusal by Supplier to comply with any of such
obligations. The rights or remedies set forth herein are in addition to any other rights or remedies which may be granted
by law.

19. Severability. If any provision of this Agreement shall be contrary to the laws or jurisdiction in which
the same shall be sought to be enforced, the illegality or unenforceability of any such provision shall not affect the other
terms, covenants, terms or conditions hereof, and the remainder of this Agreement, or the application of such illegal or
unenforceable term or provision to persons or circumstances other than those as to which this Agreement is held to be
illegal or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and
enforced to fullest extent permitted by law.

20. Compliance With Laws. Supplier shall comply with all applicable federal, state and local laws and
executive order and regulations issued pursuant thereto, including without limitation all laws relating to equal
employment opportunity.

21. Prevailing Party Attorney's Fees. In the event of any litigation arising out of this Agreement, the
prevailing party shall be entitled to actual reasonable attorney’s fees and costs.

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 22. Financial Reports. Supplier agrees to furnish to ABC Customer within one hundred twenty days
after the close of each financial year of Supplier, the audited consolidated (i) balance sheet, (ii) profit and loss statement,
(iii) statement of cash flows of Supplier for such financial year, and (iv) such reports and financial and other information
that ABC Customer may from time to time reasonably request as to the financial condition of Supplier and its affiliates.
In the event that Supplier is not a publicly-traded company and the referenced financial reports are not available
generally to the public, ABC Customer agrees to keep all such financial reports and information provided to ABC
Customer by Supplier confidential and to use the same only for the internal review by ABC Customer of Supplier’s
financial stability and creditworthiness.

23. Force Majeure. Neither party shall be liable for defaults or delays or non-performance of any
covenant, agreement, work, service, or other act required under this Agreement to be performed by such party, if
such delay or hindrance is failure of power or other utilities, governmental law or regulations which prevent or
substantially interfere with the required performance, condemnations, riots, insurrections, martial law, civil
commotion, war, fire, flood, earthquake, or other casualty, acts of God, or other causes not within the control of such
party, the performance of any covenant, agreement, work, service, or other act shall be excused for the period of
delay and the period for the performance of the same shall be extended by such period.

IN WITNESS WHEREOF, ABC Customer and Supplier have executed the Agreement on the date or dates set
forth below, to be effective as of the date first above written.

ABC CUSTOMER: SUPPLIER:

ABC CUSTOMER

By:

Date: