MASTER EQUIPMENT LOAN AGREEMENT

Number:

(“Agreement”)

10653013
ENTERED INTO BETWEEN:

COCA-COLA BEVERAGES SOUTH AFRICA (PTY) LTD

COMPANY REG NO. 2015/027638/07

(“CCBSA”)

AND

THE CUSTOMER WHOSE NAME APPEARS IN ANNEXURE “A” HERETO

(“Customer”)

TERMS AND CONDITIONS

1. LENDING AND BORROWING

CCBSA is the owner of the refrigeration equipment described in Annexure “A” hereto or any other refrigeration equipment delivered by CCBSA to the
Customer at any time ("Equipment"). CCBSA has agreed to lend the Equipment to the Customer, who has agreed to borrow the Equipment on the
terms and conditions set out herein.

2. DURATION
This Agreement shall commence on the date of its signature by the Customer and shall continue until terminated in writing by either party, neither of
which shall be obliged to give prior notice.

3. DELIVERY AND REMOVAL

3.1 CCBSA shall deliver the Equipment to the Customer and shall remove the Equipment from the Customer under this Agreement on such dates and at
such times as the parties may agree from time to time.
3.2 The Customer shall sign CCBSA's delivery acceptance schedule whenever CCBSA delivers or removes the Equipment. The delivery acceptance
schedule so signed shall become an annexure to this Agreement in replacement of the then existing delivery acceptance schedule.
3.3 The Customer's signature of the delivery acceptance schedule shall serve as confirmation that the Equipment delivered under that delivery acceptance
schedule is in good working order and condition and fit for the purposes for which it was supplied and was supplied in terms of this Agreement.
3.4 The Customer shall at its cost procure that the area where the Equipment is to be installed under this Agreement, is and remains suitable for the
housing of the Equipment and that all electrical and plumbing connections necessary for the operation of the Equipment are present and in good
working condition and that there is a continuous supply of electricity and other necessary consumables.

4. OWNERSHIP OF THE EQUIPMENT

4.1 At all times, ownership in the Equipment shall vest in CCBSA, and the Equipment shall never become the property of the Customer.
4.2 Risk in the Equipment shall vest in the Customer from the time it is delivered to the Customer under this Agreement to the time it is removed by
CCBSA. The Customer shall be responsible to insure the Equipment against risk specified by CCBSA. The policy of insurance shall record CCBSA's
interest in Equipment. The Customer shall pay the cost to CCBSA of replacing or repairing the Equipment (or any component thereof), which may be
lost, destroyed or damaged during the period after its delivery to the Customer and prior to its removal by CCBSA.
4.3 In the event that the Customer leases the premises where the Equipment is housed, this Agreement is subject to the condition that the Customer informs
the landlord in writing of CCBSA's ownership in terms of clause 4.1 above and produces proof of having done so.

5. USE OF THE EQUIPMENT

The Customer undertakes to:
5.1 position and display the Equipment in a prominent position at the premises as agreed between the parties, and that the Equipment shall not be moved,
removed, obscured or defaced in any way whatsoever;
5.2 use the Equipment continuously for the display, serving and sale of CCBSA’s products and for no other purpose whatsoever;
5.3 ensure that the Equipment is kept operating 24 (twenty-four) hours per day;.
5.4 use and maintain the Equipment in accordance with the instructions issued by CCBSA from time to time; and
5.5 keep the Equipment on the premises at all times and not to move it to any other premises without CCBSA's prior written consent and after execution of a
delivery acceptance schedule.

6. REPAIR AND/ OR MAINTENANCE OF THE EQUIPMENT

6.1 CCBSA shall, subject to clause 6.2 below, at its cost, provide for the repair and/ or maintenance of the Equipment in good working order and the
Customer shall cooperate with CCBSA or its nominee in any activity of maintenance or repair.
6.2 The Customer shall however, be responsible for repairing damage to the Equipment caused by the Customer or which occurs as a result of a failure by
the Customer to exercise care over the Equipment.

7. INDEMNITY AND WAIVER

7.1 Subject to Section 60 of the Consumer Protection Act No. 68 of 2008 (as amended), the Customer hereby waives any right which it may have against
CCBSA at any time which arises directly or indirectly from any failure of the Equipment or from CCBSA's failure to maintain or repair or replace the
Equipment or from damages to any property which is caused as a result of installation.
7.2 The Customer hereby indemnifies CCBSA against any claim which may be made by any person against CCBSA and which arises directly or indirectly
from the Equipment or its use or from any failure of the Equipment regardless of the circumstances of that failure.

8. INTELLECTUAL PROPERTY
8.1 CCBSA will maintain ownership of its intellectual property. All intellectual property developed by the Customer in connection with this Agreement will be
owned solely by CCBSA.
8.2 The Customer will not use any trademarks of CCBSA or its affiliates in any way without the prior written consent of the owner or licensee of the
intellectual property.

9. CONFIDENTIALITY
The parties shall treat this Agreement and its terms and conditions as confidential. Any information disclosed between the parties that, under the
circumstances, ought to be treated as confidential information, shall be treated as confidential by the parties and shall not be disclosed to any third parties
or be used other than in the performance of the obligations under this Agreement. This confidentiality obligation shall remain in effect for three (3) years

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 following the expiration of this Agreement.

10. DATA PRIVACY

10.1 The defined terms used in this clause shall have the meaning defined in the Protection of Personal Information Act No. 4 of 2013 (“POPIA”).
10.2 During the term of this Agreement, each party understands and accepts that the other party or its Data Processor, who may in some instances reside
outside the Republic of South Africa, may collect or Process Personal Information of the disclosing party and/or its employees, affiliates, customers,
consultants, agents or representatives. The disclosing party hereby consents to the Processing of such Personal Information and shall procure the
consent of its employees, affiliates, customers, consultants, agents or representatives.
10.3 The parties shall take all reasonable steps to ensure that all Personal Information that is collected is complete, accurate, not misleading and updated.
10.4 Each party will take all appropriate steps to ensure that Personal Information is Processed in accordance with the 8 (eight) statutory conditions for the
lawful Processing of Personal Information, as listed in section 4(1) of POPIA and detailed in Part A of Chapter 3 of POPIA, irrespective of where the party
or its Operator is located. Any Processing of Personal Information shall be for a specific, lawful purpose for a limited time period strictly in accordance with
express written instructions. Each party may not carry out any related or further Processing activities for any other reason whatsoever without the express
written consent of the other party, save that the other party may carry out reasonable further Processing strictly in order to comply with an obligation
imposed on it by law.
10.5 The parties shall take appropriate technical measures to ensure that the integrity of the Personal Information in its possession or under its control is
secure and protected against unauthorised or unlawful use, access, acquisition, disclosure, accidental loss, destruction or damage (which measures may
include, encryption, resilience testing of systems and regularly assessment of the effectiveness of implemented technical measures).
10.6 The parties undertake to report any infringement relating to the manner in which Personal Information or other data is Processed to the affected party
without delay. In the event that the disclosure is required by law, regulation or court order, the disclosing party will promptly notify the other party in writing
(unless prohibited by law): (i) any requests from an individual with respect to Personal Information and shall not respond to any such requests unless
expressly authorised to do so by the disclosing Party; or (ii) any complaint relating to the processing of Personal Information including, but not limited to,
allegations that the processing infringes an individual’s rights under POPIA.
10.7 Upon expiry or termination of the Agreement for any reason whatsoever, each party shall immediately cease handling Personal Information and return the
Personal Information in a manner and format reasonably requested, or if specifically instructed to do so, immediately destroy or permanently delete all
forms of Personal Information in its possession, power and/or control and provide the other party with a return or permanent destruction certificate.
10.8 Notwithstanding this clause, neither party shall receive or transfer Personal Information or any data to Europe without entering into a separate data
transfer agreement.

11. TRANSFER OF RIGHTS

CCBSA shall have the right to assign, cede, subcontract, delegate or otherwise transfer its rights and obligations under this Agreement to a third party
without the necessity for the Customer's consent. The Customer shall not be entitled to assign, cede, subcontract, delegate or otherwise transfer its
rights and obligations to any person without CCBSA's prior written consent.

12. BREACH
Should the Customer commit any breach of the terms of this Agreement, CCBSA shall have the right to summarily terminate it in writing but without
notice and to receive possession of the Equipment, without prejudice to any other rights it may have.

13. GENERAL
13.1 This Agreement will be governed by and construed in accordance with the laws of the Republic of South Africa and shall be subject to the jurisdiction of
the Gauteng Division of the High Court of South Africa.
13.2 No variation, extension, termination of or addition to this Agreement shall be of any force or effect unless reduced to writing and signed on behalf of the
parties.
13.3 This document constitutes the sole record of the agreement between the parties on the subject matter. No party shall be bound by any express or
implied term, representation, warranty, promise or the like not recorded herein.
13.4 No extension of time or indulgence which either party ("grantor") may grant to the other ("grantee") shall constitute a waiver of any of the right of the
grantor, who shall not thereby be precluded from exercising any rights against the grantee which may have arisen in the past or which may arise in the
future.
13.5 Should CCBSA institute any action against the Customer under this Agreement, then the Customer shall reimburse CCBSA's legal costs incurred on an
attorney and client basis.

14. SURETYSHIP
Where the Customer is a company, close corporation or a trust, this Agreement shall be subject to the condition that Annexure "B" hereto is duly
executed. This condition is for the benefit of CCBSA only, which CCBSA may waive in writing at any time.

For and on behalf of For and on behalf of

COCA-COLA BEVERAGES SOUTH AFRICA (PTY) LTD THE CUSTOMER
(who warrants the he / she is duly authorized) (who warrants the he / she is duly authorized)

Signed at: Signed at:

Date: Date:

Signature: Signature:

Name: Name:

Designation: Designation:

Witness 1: Witness 1:

Witness 2: Witness 2:

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 FOR USE IN RESPECT OF COOLING EQUIPMENT
(TO BE EXECUTED IN ADDITION TO THE EXECUTION OF THE
MASTER EQUIPMENT LOAN AGREEMENT)

AN ADDENDUM TO A
MASTER EQUIPMENT LOAN AGREEMENT
RELATING TO WALK-IN COOLERS

ENTERED INTO BETWEEN:

COCA-COLA BEVERAGES SOUTH AFRICA (PTY) LTD

COMPANY REG NO. 2015/027638/07

(“CCBSA”)

AND

THE CUSTOMER WHOSE NAME APPEARS IN ANNEXURE “A” TO THE

MASTER EQUIPMENT LOAN AGREEMENT

(“Customer”)

TO BE READ WITH THE MASTER EQUIPMENT LOAN AGREEMENT

1. CCBSA is the owner of the refrigeration equipment ("Equipment") described in Annexure “A” to the Master Equipment Loan Agreement (“Agreement”),
and has agreed to lend the Equipment to the Customer who has agreed to borrow the Equipment on the terms and cond itions of the Agreement and
subject to this this addendum.

2. The Equipment shall be assembled by CCBSA or its nominee.

3. The Equipment shall be deemed to be a movable notwithstanding that it may be built into or attached to the relevant premises.

4. CCBSA shall bear the cost of installing the Equipment but the Customer shall be responsible for the carrying out and cost of any structural work which
may be necessary for the installation or operation or removal of Equipment.

5. The Customer shall have no claim whatsoever against CCBSA which arises directly or indirectly from the Equipment, its installation, operation or
removal.

6. Upon the termination of the Agreement for any reason whatsoever, CCBSA shall be entitled to remove the Equipment or any part of it. Should CCBSA
leave any part of the Equipment behind, then its removal shall be the responsibility of the Customer.

7. The Equipment may at CCBSA's instance be represented in a drawing annexed to this addendum.

8. The Equipment shall be recorded in the delivery acceptance schedule on its installation and complete or partial removal.

9. Where necessary, the Customer shall obtain the consent of the owner of the premises to the installation of the Equipment.

10. CCBSA shall be responsible for the maintenance and repair of the Equipment but subject to clause 8 of the Agreement.

11. Where within a period of 48 (forty-eight) months of the installation of Equipment, the Customer requires that Equipment to be moved or relocated within
the Customer's outlet, then the Customer may request CCBSA to carry out the moving or relocation and where CCBSA agrees to do so , the Customer
shall pay half the cost incurred by CCBSA in doing so.

For and on behalf of For and on behalf of

COCA-COLA BEVERAGES SOUTH AFRICA (PTY) LTD THE CUSTOMER
(who warrants the he / she is duly authorized) (who warrants the he / she is duly authorized)

Signed at: Signed at:

Date: Date:

Signature: Signature:

Name: Name:

Designation: Designation:

Witness 1: Witness 1:

Witness 2: Witness 2:

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 ANNEXURE “A”

CUSTOMER AND EQUIPMENT DETAILS

[INSERT DELIVERY ACCEPTANCE SCHEDULE]

CUSTOMER DETAILS:

Name of Outlet:

Outlet’s Physical Address:

Postal Address:

GPS Co-ordinates:

Business Registration Number:

Name of Owner:

Identity / Passport Number:

Telephone Number:

Cellphone Number:

Email Address:

EQUIPMENT DETAILS:
Type of Cooling Equipment (where the type has been agreed at the date of signature hereto):

Equipment Type: Number of Items of Equipment:

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 ANNEXURE “B”

SURETYSHIP AGREEMENT

[•]
[REGISTRATION / IDENTITY NUMBER [•]]

(“SURETY”)

HEREBY BINDS [ITSELF / HIMSELF / HERSELF] TO AND IN FAVOUR OF

COCA-COLA BEVERAGES SOUTH AFRICA (PTY) LTD

COMPANY REG NO. 2015/027638/07

(“CCBSA”)

AS SURETY FOR AN CO-PRINCIPAL DEBTOR WITH

[•]

(“BORROWER”)

for the due performance by the Borrower of every obligation without exception which is owed by the Borrower to CCBSA or which may
hereafter become owed by the Borrower to CCBSA and which arises from the loan by CCBSA to the Borrower of the cooling
equipment described in the Master Equipment Loan Agreement to which this Annexure “B”, together with its annexures or any
replacement annexures, is attached. This deed of suretyship is of continuing nature to correspond with a continuing relationship
between CCBSA and the Borrower.

For and on behalf of

THE SURETY
(who warrants the he / she is duly authorized)

Signed at:

Date:

Signature:

Name:

Designation:

Witness 1:

Witness 2:

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 ANNEXURE “C”

LANDLORD’S WAIVER

1. DEFINITIONS

“CCBSA”: Coca-Cola Beverages South Africa (Pty) Ltd (registration number 2015/027638/07);

“Equipment”: The coolers and ancillary equipment, whether affixed to the Premises or not, display equipment, dispensing
equipment and fountain equipment, or any individual item of equipment as the context may require, which is at the Premises from
time to time and which is the property of CCBSA;

“Landlord”:

“Premises”:

“Tenant”:

2. HISTORY

2.1 The Landlord leases the Premises to the Tenant.

2.2 CCBSA Loans the Equipment to the Tenant.

3. ACKNOWLEDGMENT AND WAIVER

3.1 The Landlord hereby acknowledges that CCBSA is the owner of the Equipment situated on the Premises and that CCBSA has
loaned the Equipment to the Tenant and the Landlord hereby waives any right or claim in relation to the Equipment which the
Landlord may have by reason of the Equipment being situated on the Premises including without limitation any lien which the
Landlord may have over the Equipment.

3.2 The Landlord hereby waives any claim which it may have against CCBSA which arises directly or indirectly from the installation or
removal of the Equipment, any failure of the Equipment, CCBSA's failure to maintain or repair or replace the Equipment and any
damages to the Premises which are caused as a result of the Equipment.

For and on behalf of

THE LANDLORD
(who warrants the he / she is duly authorized, alternatively that he / she is the Landlord)

Signed at:

Date:

Signature:

Name:

Designation:

Witness 1:

Witness 2:

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 ANNEXURE “D”

STOCKING OF COMPETITOR NARTD BEVERAGES

1. For the purposes of this Annexure “D”:

1.1 "CCBSA supplied Coolers and Refrigerators" means the equipment supplied or funded by Coca-Cola Beverages South Africa
(Pty) Ltd (“CCBSA”) as detailed in Annexure “A” of the Master Equipment Loan Agreement to which this Annexure “D” is attached;
1.2 "Competitor/s" means a person or entity that produces NARTD Beverages;
1.3 "Excluded Brands" means the brands of The Coca-Cola Company's three largest global Competitors from time to time, as
communicated annually in writing by CCBSA;
1.4 "Local and Traditional Channel" means the local and traditional channel as defined by CCBSA from time to time;
1.5 "Micro Outlet" means a retail outlet supplied by CCBSA in the Republic of South Africa from time to time of which the retail area is
15 square meters or smaller in floor size;
1.6 "NARTD Beverages" means carbonated soft drinks, carbonated and still energy and sports drinks, carbonated and still fruit juice,
flavoured milk, iced teas, iced coffee and carbonated and still bottled water;
1.7 "Product-Visible Cooler" means a cooler where one is able to see the products inside the cooler;
1.8 "Small Outlet" means a retail outlet supplied by CCBSA in the Republic of South Africa from time to time of which the retail area is
more than 15 square meters and up to 20 square meters in floor size; and
1.9 "Smaller Competitor" means a producer of NARTD Beverages in the Republic of South Africa with 5% or lower national market
share in the NARTD beverage market (after excluding the sales by that producer of the Excluded Brands), as communicated annually
in writing by CCBSA.

2. PART A: MICRO OUTLETS

Subject to section 4 below, for Customers that qualify as Micro Outlets and provided that the Customer does not have its own
Product-Visible Cooler or a Product-Visible Cooler of a Competitor in its outlet, the Customer is entitled (but not obliged) to allocate
10% of the visible space in CCBSA supplied Coolers and Refrigerators to local Smaller Competitors. The Customer is also free to
choose which Smaller Competitor products are to be placed in the CCBSA supplied Coolers and Refrigerators as well as the position
of those products. Unless the Customer requires otherwise, stocking shall be done in accordance with applicable planogram
methodology.

3. PART B: SMALL OUTLETS

Subject to clause 4 below, for Customers that qualify as Small Outlets and provided that the Customer does not have its own cooler
(for example, a chest freezer, cooler or refrigerator) or a Product-Visible Cooler of a Competitor in its outlet, the Customer is entitled
(but not obliged) to allocate 10% of the visible space in CCBSA supplied Coolers and Refrigerators to local Smaller Competitors. The
Customer is also free to choose which Smaller Competitor products are to be placed in the CCBSA supplied Coolers and
Refrigerators as well as the position of those products. Unless the Customer requires otherwise, stocking shall be done in
accordance with applicable planogram methodology.

4. EXCLUSION

The provisions of clause 2 and 3 of this Annexure D shall not apply to, and shall specifically exclude, the Excluded Brands. For the
avoidance of doubt, this means that the Customer may not at any time place Excluded Brands in CCBSA supplied Coolers and
Refrigerators.

For and on behalf of

THE CUSTOMER
(who warrants the he / she is duly authorized)

Initials:

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