Common use of Master License Clause in Contracts

Master License. This Master License Agreement sets forth the basic terms and conditions upon which each Site or portion thereof is licensed by Licensor to Licensee. Upon the parties' agreement as to the particular terms of any such license, the parties shall execute a completed Site License Agreement, in the form attached hereto as Exhibit A, which is incorporated herein by this reference or in such other form as both parties may agree ("SLA"). The terms and conditions of any SLA shall govern and control in the event of a discrepancy or inconsistency with the terms and conditions of this Master License Agreement. Licensor does, upon the signing of a particular SLA, hereby represent that it shall, by reason of either fee ownership, lease, license or easement, have the right to, and hereby does grant a non-exclusive license to Licensee to install, maintain, replace and operate on the transmission towers, communication towers, or real property set forth in the SLA, the Communications Equipment as set forth in the SLA, subject to the terms and conditions set forth in this Master License Agreement. Licensor makes no representation or warranty, expressed or implied, regarding the suitability of the Tower for Licensee's purposes. In those circumstances where Licensor's rights to the Licensed Area are limited to easements or licenses permitting Licensor to install, operate and maintain an electric transmission system, Licensor shall notify Licensee in writing of any and all approvals, leases, rights, easements or permissions which must be obtained. If Licensee decides, in its sole discretion, to pursue the particular Site, Licensor, at the -------------------------------------------------------------------------------- Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. sole cost and expense of Licensee *****, shall attempt to obtain and maintain any approvals, leases, rights, easements or permissions necessary to install, operate and maintain the Communications Equipment in the Licensed Area. In the event that the cost and expense for such approvals exceeds ***** for any Site, Licensor and Licensee shall, before incurring any expense, mutually agree upon such additional expense on a site by site basis. Prior to Licensee reimbursing Licensor, Licensor shall supply documentation for the above costs. If Licensor is unable to obtain said rights, Licensee shall be permitted to contact the relevant property owner or third party.

Master License. This (i) in respect of the first year during the Term, procure the opening and operation of at least [ ] Outlets in the Territory which shall each be wholly owned and operated by the Master Licensee; (ii) in respect of each subsequent year after the first year of the Term, procure the opening and operation of at [ ] Outlet in the Territory each year; (iii) provide the Licensor with a sixty (60) days’ notice in writing prior to the opening and operation of any Outlet in the Territory which is wholly owned and operated by the Master Licensee; (iv) obtain the Licensor’s written approval in respect of any potential Licensee prior to granting such Licensee the license to use the Proprietary Marks to carry out the Business in an Outlet within the Territory; (v) obtain the Licensor’s written approval in respect of the form and substance of the license agreement to be signed between the Master Licensee and its Licensees prior to the execution of such license agreement and forthwith furnish the Licensor with a copy of such duly signed, stamped and/or registered license agreement; (vi) ensure that the term of any license agreement signed between the Master Licensee and its Licensees shall not exceed the Term or any renewed term of this Agreement; (vii) obtain the Licensor’s written approval in respect of the license fee sum chargeable by the Master Licensee to its Licensees prior to charging such license fee; (viii) shall not sell, assign or otherwise transfer the Master License Agreement sets forth Business or the basic terms and conditions upon which each Site or portion thereof is licensed by Licensor to Licensee. Upon the parties' agreement as to the particular terms of any such license, the parties shall execute a completed Site License Agreement, Business carried out in the form attached hereto as Exhibit A, which is incorporated herein by this reference or in such other form as both parties may agree ("SLA"). The terms and conditions of Outlets to any SLA shall govern and control in third party without the event of a discrepancy or inconsistency with the terms and conditions of this Master License Agreement. Licensor does, upon the signing of a particular SLA, hereby represent that it shall, by reason of either fee ownership, lease, license or easement, have the right to, and hereby does grant a non-exclusive license to Licensee to install, maintain, replace and operate on the transmission towers, communication towers, or real property set forth in the SLA, the Communications Equipment as set forth in the SLA, subject to the terms and conditions set forth in this Master License Agreement. Licensor makes no representation or warranty, expressed or implied, regarding the suitability prior approval of the Tower for Licensee's purposes. In those circumstances where Licensor's rights to the Licensed Area are limited to easements or licenses permitting Licensor to install, operate and maintain an electric transmission system, Licensor shall notify Licensee in writing of any and all approvals, leases, rights, easements or permissions which must be obtained. If Licensee decides, in its sole discretion, to pursue the particular Site, Licensor, at the -------------------------------------------------------------------------------- Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. sole cost and expense of Licensee *****, shall attempt to obtain and maintain any approvals, leases, rights, easements or permissions necessary to install, operate and maintain the Communications Equipment in the Licensed Area. In the event that the cost and expense for such approvals exceeds ***** for any Site, Licensor and Master Licensee shall, before incurring any expense, mutually agree wishes to sell the Master License Business or the Business carried out in the Outlet upon such additional expense on a site by site basis. Prior to Licensee reimbursing receiving the prior approval of the Licensor, Licensor the Master Licensee shall supply documentation for offer a first right of refusal to purchase to the above costsLicensor. If the Licensor is unable to obtain said rightsaccepts such offer, the Master Licensee shall be permitted bound to contact forthwith sell to the relevant property owner Licensor the Master License Business and/or the Business in the Outlet based on such price as may be negotiated between the parties subject to the condition of the premise, assets, and Products, and the Master Licensee shall further do all things as may be deemed necessary by the Licensor to effect such sale, including novating the tenancy or lease agreement of the Outlet to the Licensor. In the event the Licensor declines such offer, the Master Licensee may sell the Master License Business or such Business in the Outlet to a third party.party approved by the Licensor, provided that such third party shall enter into a fresh agreement with the Licensor;