What agreement will a Developer sign with Antioch Pizza Shop?

("Franchisor, "we" or "us"), and, a with a business address of ("Developer" or "you"). Certain provisions of this Agreement are applicable to the owners of Developer ("Owners") on whose business skill, financial capability and personal character we are relying in entering into this Agreement.

WITNESSETH:

• A. Franchisor is in the business of offering and selling franchises for the development and operation of Antioch Pizza Shop™ restaurants (each, a "Restaurant"), which includes, without limitation: the mark Antioch Pizza Shop™, and related names, trademarks, service marks, logos, copyrights, designs, emblems, slogans, commercial symbols and other indicia and associated goodwill now or hereafter designated for use by Franchisor in connection with the System and any and all revisions, modifications and additions thereto, whether or not recorded or registered with the United States Patent and Trademark Office or any other local, state, federal or foreign agency, registrar or body (the "Marks"); distinctive building designs, decor, color schemes and trade dress and signage; an operations manual incorporating required standards, procedures, policies, and techniques; secret food recipes; and advertising, marketing, and promotional programs (the "System").
• B. Franchisor also grants development rights to persons or entities who meet our qualifications and who are willing to undertake the investment and effort necessary to establish, develop, own and operate multiple Antioch Pizza Shop Businesses in accordance with the System and using the Marks.
• C. You have expressed a desire to and have applied for the right to develop, own and operate two (2) or more Antioch Pizza Shop Businesses and Franchisor has approved your application in reliance upon all of the representations made therein and is willing to grant to Developer the right to develop multiple Antioch Pizza Shop Businesses within a certain agreed upon territory on the terms and conditions set forth herein.
• D. Simultaneously with this Agreement, Franchisor and Developer are entering into a Franchise Agreement for the establishment of its first Antioch Pizza Shop franchised restaurant.
• NOW, THEREFORE, the parties, in consideration of the undertakings and commitments of each party to the other set forth in this Agreement, hereby agree as follows:

1. GRANT

1.1 We hereby grant to you, pursuant to the terms and conditions of this Agreement, the right to obtain franchises, subject to the terms of this Agreement, to establish and operate Antioch Pizza Shop franchises restaurants ("Antioch Pizza Shop Restaurant") within the geographic area

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or areas described in Exhibit A attached hereto and incorporated herein by this reference ("Development Area"). If the Development Area is made up of separate and distinct areas in which each of the franchises to be developed under the Development Schedule will be developed, upon the execution of a Franchise Agreement for each franchise and the designation of the Protected Area under that Franchise Agreement, the portion of the Development Area described in Exhibit A attached hereto for that franchise will be released and deleted from the description of the Development Area as of that date for purposes of this Agreement and the Protected Area described in the respective Franchise Agreement will control.

• 1.2 You agree to be bound by the development schedule set forth in Exhibit B attached hereto ("Development Schedule"). Time is of the essence of this Agreement. Each Antioch Pizza Shop Restaurant franchise must be established and operated pursuant to a separate Franchise Agreement ("Franchise Agreement") to be entered into by you (or an entity owned by your Owners) and us. Each Franchise Agreement shall be in the form of Franchise Agreement being offered by us at the time you execute the Franchise Agreement, which may differ from the form of Franchise Agreement being offered by us on the date of execution of this Agreement, except that an addendum to the Franchise Agreement shall be entered into to incorporate terms of this Agreement relating to initial franchise fees to be paid to you under each Franchise Agreement. The terms and conditions of each such Franchise Agreement shall control the establishment and operation of such Antioch Pizza Shop Restaurant. The parties acknowledge and agree that Developer may not satisfy its obligations to open an Antioch Pizza Shop Restaurant by purchasing a Food Truck/Trailer franchise from Franchisor. Food Truck/Trailer franchises opened by Developer will not be counted toward Developer's Development Schedule.
• 1.3 Except as otherwise provided in this Development Agreement, and as long as you are in compliance with the Development Schedule and otherwise in compliance with this Development Agreement, we will not establish, nor license anyone other than you the right to establish any Antioch Pizza Shop Restaurant or Food Truck/Trailer in the Development Area prior to the expiration of the Development Schedule. We (and any Affiliate) reserve the following rights to ourselves or authorize others to both within and outside the Development Area:
• (a) conduct businesses using the Marks and the System in non-conventional forums. For example, Franchisor reserves the right to open and operate or authorize others to open and operate an Antioch Pizza Shop Restaurant using the Marks and the System in shopping malls (100,000 square feet or larger), airports, train stations, hotels and resorts, casinos, military bases, federal lands, university campuses and other similar non-conventional forums.
• (b) permit other Antioch Pizza franchisees to offer Delivery Services and Catering Services within the Development Area as long as they are offered from an Antioch Pizza Shop Restaurant located outside of the Development Area;
• (c) use the Marks, and license to others the right to use the Marks, for purposes other than operating a full-service restaurant and for the purpose of conducting commerce over the Internet and other means of electronic commerce as may in the future be developed;
• (d) offer and sell at wholesale, retail, or through any other distribution system, products and services which comprise, may in the future comprise or which do not comprise, a part of the System, which products may be resold at retail or through any other distribution channel including, but not limited to, food stores and other retail facilities to the general public by such

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entities;

• (e) license others to offer Antioch Pizza Shop branded menu items and products in restaurants not operated under the Marks;
• (f) offer and sell at both wholesale and retail all products and services which do not comprise a part of the System. We (and any Affiliate) also reserve the right, both within and outside the Development Territory, to establish restaurants operating under a format and trademarks and service marks distinct from the System;
• (g) engage in any activities not expressly forbidden by this Development Agreement.
• 1.4 This Agreement is not a Franchise Agreement, and you shall have no right to use in any manner the System or the Marks by virtue of entering into this Agreement.
• 1.5 Developer shall have no right under this Agreement to license others to operate a business or use the System or the Marks.

2. FEES

• 2.1 Concurrent with the execution of this Agreement, you must execute a Franchise Agreement for the first Antioch Pizza Shop Restaurant to be developed and pay the initial franchise fee due under said Franchise Agreement.

Source: Item 22 — Contracts (FDD pages 56–57)