Does Alloy have to provide consent to a proposed site for a new facility?

• A. Facility; Site Under Control. You are responsible for leasing a site that meets our site selection guidelines. We must consent to the site in writing. You may not use the Facility

premises for any purpose other than the operation of an ALLOY Facility during the term of this Agreement or any Interim Period. We make no guarantees concerning the success of the Facility located on any site to which we consent.

You may not open your Facility for business until we have notified you in writing that you have satisfied your pre-opening obligations as set forth in subparagraphs 5.A and 5.B and we have consented to your opening date. We are not responsible or liable for any of your pre-opening obligations, losses or expenses you might incur for your failure to comply with these obligations or your failure to open by a particular date.

Without limiting the generality of the prior paragraph, you must promptly after obtaining possession of the site for the Facility: (i) contact and retain our designated construction manager or an architect that meets our approval and have prepared and submitted for our approval a site survey and basic architectural plans and specifications consistent with our general buildout, image, color scheme and décor requirements as set forth in the Manuals for an ALLOY Facility (including requirements for dimensions, exterior design, materials, interior design and layout, equipment, fixtures, furniture and signage); (ii) purchase or lease and then, in the construction of the Facility, use only the approved building materials, equipment, fixtures, audio visual equipment, furniture and signage; (iii) complete the construction and/or remodeling, equipment, fixtures, furniture and sign installation and decorating of the Facility in full and strict compliance with plans and specifications we approve and all applicable ordinances, building codes and permit requirements without any unauthorized alterations; (iv) obtain all customary contractors' sworn statements and partial and final waivers, obtain all necessary permits, licenses and architectural seals and comply with applicable legal requirements relating to the building, signs, equipment and premises, including, but not limited to, the Americans With Disabilities Act; and (v) obtain and maintain all required zoning changes, building, utility, health, sanitation, and sign permits and licenses and any other required permits and licenses.

Any change to the plans or any replacement, reconstruction, addition or modification in the space, interior or exterior decor or image, equipment or signage of the Facility to be made after our consent is granted for initial plans, whether at the request of you or of us, must be made in accordance with specifications that have received our prior written consent.

Source: Item 23 — RECEIPTS (FDD pages 69–245)