REVENUE SHARING AGREEMENT

THIS AGREEMENT (the “Agreement”) is made the day of , 20 (the

“Effective Date”).

BETWEEN:

[NAME OF DISTRIBUTOR]
[name and complete address]
(hereinafter referred to as “Distributor”
which following assignment shall include its actual assigns);

-and-

[NAME OF SUPPLIER]
[name and complete address]
(hereinafter referred to as “Supplier”
which shall be deemed to include its permitted assigns).

WHEREAS:

A. Distributor and certain of its Affiliates (the terms initially capitalized in this Agreement and not
otherwise defined herein shall have the respective meanings set forth in Paragraph 1 of this
Agreement) own, operate and franchise retail stores which, among other things, rent, sell and
market [describe product] to the general public; and

B. Supplier and certain of its Affiliates acquire, produce, license, market and sell [describe product];
and

C. Distributor is willing to obtain, on the terms and subject to the conditions hereinafter set forth, a
specified number of each _________ distributed by Supplier during the Term; and

D. Distributor is willing and has the operational capacity to report electronically on an ongoing basis
during the Revenue Sharing Period information as to the sale of Products as set forth in Exhibit
C, attached hereto and made a part hereof.

NOW THEREFORE, based on the above premises and in consideration of the mutual covenants and
agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:

1. DEFINITIONS:

a) “Affiliate” shall mean (i) in the case of Supplier, [name of affiliate corporation to Supplier]
(“Supplier’s Affiliate”) and all entities controlled by [Supplier’s Affiliate]; and (ii) in the case of
Distributor, all companies which are controlled by Distributor or which have a common direct or
indirect parent.

b) “Bad Debt” shall mean [define].

c) “Distributor Headquarters” shall mean the corporate office of Distributor located at [complete
address].

d) “Distribution Center” shall mean Distributor’s distribution center that is currently in [city, state].
Distributor may add an additional [number] (no.) delivery points at its option.
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e) “Franchise Stores” shall mean Distributor franchise stores that are operated pursuant to binding
franchise agreements. If designated by Distributor as ordering Products through Distributor,
such Franchise Store shall become a Participating Store.

f) The “Matrix” shall mean Exhibit A, attached hereto and made a part hereof, which sets forth the
obligations for Products. The Matrix is based on the following assumptions:
____________________________________.

g) “Month” or “Monthly” shall mean Distributor’s accounting cycle that is based upon a _____ [day
/ week] rotation as set forth in Exhibit •, attached hereto and made part hereof.

h) “Participating Store” shall mean (i) any [type of] Store in the United States, which at the relevant
time during the Term of this Agreement, is wholly owned and/or operated by Distributor
and/or its Affiliates under the Distributor trademarks; (ii) if designated by Distributor as
ordering Products through Distributor, any [type of] Store in the United States, which at the
relevant time during the Term of this Agreement, is wholly owned and/or operated by
Distributor and/or its Affiliates not under the Distributor trademarks which elect to participate
pursuant to the terms and conditions hereof; and (iii) Franchise Stores which elect to participate
pursuant to the terms and conditions hereof.

i) “Product(s)” shall mean Products obtained by Distributor from Supplier for sale in
__________________. [Outline anything that is specifically excluded]

j) “Promotional Credits” shall mean __________________________.

k) “Revenues” shall mean ______________________________.

l) “Revenue Sharing Period” shall mean the period commencing on [date] of the relevant Products
and running through the end of twenty-six (26) weeks immediately thereafter.

m) “Store” shall mean a retail outlet that has at least __________ square feet and that is primarily
engaged in the sale of Products.

2. AGREEMENT TERM:

The term of this Agreement shall be for [number] (no.) years (the “Term”), commencing as of [date].

3. TERRITORY:

The territory for purposes of this Agreement with respect to each Product shall be the United States, its
territories and possessions, to the extent Supplier owns or controls such rights to territories and
possessions of the United States (the “Territory”).

4. DISTRIBUTOR COMMITMENTS:

Beginning as of the date of this Agreement for Participating Stores, Distributor agrees as follows:

a) The following terms shall apply to Products:

i) Products. For each and every Product Distributor agrees to obtain from Supplier, and
Supplier agrees to provide to Distributor, a specified number of Products as mutually
determined by Distributor and Supplier, provided however, that if the parties cannot
agree on a quantity of Products, Distributor agrees to obtain from Supplier, and Supplier
agrees to provide to Distributor, the number of Revenue Share Product of each Product
as set forth in Exhibit A.

ii) Upfront Price: The price of each Revenue Share Product shall be an amount (the “Upfront
Price”) equal to $______ per Revenue Share Product. See Exhibit D attached hereto and
made a part hereof, for illustration purposes only.
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iii) Supplier’s Share of Revenues: The share of Revenues paid by Distributor to Supplier
shall be:

(A) During the first _________ of the Revenue Sharing Period, ____% of the
Revenues,

(B) During the remaining _______ of the Revenue Sharing Period, ____% of the
Revenues,

(C) [Number] Dollars (US ___________) of the Upfront Price shall be deducted from
Supplier’s share of Revenues for each Product.

iv) Payment. Distributor shall pay: (A) the Upfront Price within _____________ calendar
days following the end of the calendar month in which the Products are sold; (B)
Supplier’s share of the Revenues ________ calendar days following the end of the
relevant Month, or portion thereof, in which Revenue is received during the Term;

b) Participating Franchisees: Distributor may distribute Products received under this Agreement to
its Franchise Stores which have elected to be governed by the terms and conditions of this
Agreement for all Products within a consecutive period of no less than six (6) months, provided
however, that if a Franchise Store elects to discontinue participation hereunder, any Products for
which orders have been placed or in its possession shall continue to be subject to the terms of this
Agreement for the applicable Revenue Sharing Period until such Products are returned to
Supplier or sold by Distributor (in accordance with Paragraph 4(c) below) and all parties shall
remain obligated to perform their respective obligations with respect thereto under this
Agreement. Terms for implementation of this Agreement at the franchise level and franchise
payments thereunder will be controlled and administered by Distributor. For purposes of this
Agreement and to the extent a Franchise Store elects to participate under this Agreement, such
Franchise Store shall be considered a Participating Store. For the purposes of payment only and
in the event that a Franchise Store which has elected to participate hereunder is unable to pay
when due any amounts due and owing to Supplier, Distributor shall pay Supplier any
undisputed amount pursuant to Paragraph 4(a) of this Agreement.

c) Sell-Off: Distributor agrees not to sell off any Products during the first ______ days of the
applicable Revenue Sharing Period. At the expiration of the relevant Revenue Sharing Period,
Distributor may sell off _______ Products. Distributor agrees not to sell and to use reasonable
commercial business efforts to prevent its Participating Stores from selling Products other than
directly to consumers or Franchise Stores for [describe] use (i.e., no bulk sales or sales to
wholesalers or distributors). Notwithstanding the foregoing, Distributor may sell “distressed”
(i.e., broken-not capable of being used) Products to wholesalers and jobbers. Sell-off revenue is
not included in Revenues.

THIS IS A 13-PAGE DOCUMENT.