0001062993-05-001975 Sample Contracts

AGREEMENT OF JOINT FILING ELEPHANT & CASTLE GROUP INC. COMMON SHARES
Elephant & Castle Group Inc • August 19th, 2005 • Retail-eating places

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of each of them of a Statement on Schedule 13D, and any and all amendments thereto, with respect to the above referenced securities and that this Agreement be included as an exhibit to such filing.

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INTER-SHAREHOLDER AGREEMENT Dated as of November _____ , 2004 between GENERAL ELECTRIC INVESTMENT PRIVATE PLACEMENT PARTNERS II - and - CROWN LIFE INSURANCE COMPANY - and - RICHARD BRYANT - and - PETER LAURIE - and - ROGER SEXTON
Inter-Shareholder Agreement • August 19th, 2005 • Elephant & Castle Group Inc • Retail-eating places • British Columbia

WHEREAS GEIPPP II is the majority shareholder of Elephant & Castle Group Inc. (the "Company"), holding approximately 62% of the outstanding common shares of the Company, and certain Preferred Shares of the Company;

INVESTMENT AGREEMENT
Investment Agreement • August 19th, 2005 • Elephant & Castle Group Inc • Retail-eating places • British Columbia

General Electric Investment Private Placement Partners II, a limited partnership formed under the laws of the State of Delaware (“GEIPPP II) and having an address at:

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