What is 7 Brew's obligation regarding the review and acceptance of a proposed site?

BREW Stores) while you are in compliance with this Rider;

• (ii) fully earned by us when we and you sign this Rider; and
• (iii) not refundable under any circumstances, even if you do not comply or attempt to comply with the Schedule and we then terminate this Rider.

6. Grant of Franchises and Site Selection and Acquisition.

• (a) You must send us a separate application for each Traditional 7 BREW Store that you (or your Approved Affiliate) wish to develop in the Territory. You must locate, evaluate, select, and secure the Store's site. We will not search for or select the site for you. In granting you development rights under this Rider, we are relying on your knowledge of the real estate market in the Territory and your ability to locate and access sites.
• (b) We will give you our then-current criteria for Traditional 7 BREW Store sites (including, without limitation, population density and other demographic characteristics, visibility, traffic flow, competition, accessibility, ingress and egress, size, and other physical and commercial characteristics) to help you select and identify each Traditional 7 BREW Store site. We will review potential Traditional 7 BREW Store sites that you identify within the Territory but have no obligation to visit the Territory to inspect physically the sites you propose for your potential Stores. We have the right to condition our acceptance of a proposed site, or a proposed site visit, on your first sending us complete site reports and other materials (including, without limitation, photographs and digital recordings) we request. You must give us all information and materials we request to assess each proposed Traditional 7 BREW Store site.

We will not unreasonably withhold acceptance of a site if, in our and our affiliates' experience and based on the factors outlined above, the proposed site is not inconsistent with sites that we and our affiliates regard as favorable or that otherwise have been successful sites in the past for Traditional 7 BREW Stores. However, we have the absolute right to reject any site not meeting our criteria or to require you to acknowledge in writing that a site you have chosen, while acceptable to us, is not recommended due to its incompatibility with certain factors bearing on a site's suitability as a location for a Traditional 7 BREW Store. We agree to use reasonable efforts to review and accept (or not to accept) each site you propose within thirty (30) days after we receive all requested information and materials. If we do not accept the site in writing within thirty

(30) days, the site will be deemed rejected. You may not proceed with a site that we have not accepted.

• (c) If we accept the proposed site but you (or your Approved Affiliate) have not yet signed a franchise agreement for that Traditional 7 BREW Store, you agree—concurrently with signing the lease for or otherwise securing the right to possess the site—to sign (or have your Approved Affiliate sign) a separate franchise agreement (and related documents) for that Store. If you (or your Approved Affiliate) fail to do so, or cannot obtain lawful possession of the acceptable proposed site within the time period we designate, we may withdraw our acceptance of the proposed site and exercise any of our other rights under this Rider. After you and your owners (or your Approved Affiliate and its owners) sign the franchise agreement (and related documents, including Guaranty and Assumption of Obligations), its terms and conditions will control the construction, development, and operation of the Traditional 7 BREW Store (except that the required opening date is governed exclusively by the Schedule in this Rider, as provided in Section 3 above).
• (d) We will not be involved in reviewing, negotiating, approving, or accepting any lease you sign for the Traditional 7 BREW Stores you construct and develop under this Rider. You alone are exclusively responsible for all lease matters.

Source: Item 22 — CONTRACTS (FDD pages 82–83)