What rights does Bambu grant to the Franchisee regarding the use of the Marks and Bambū system?

the right to operate a Bambū shoppe at such location under the terms and conditions which are contained in this Agreement.

2. GRANT OF FRANCHISE

• 2.1 Grant of Franchise. Bambu grants to Franchisee, and Franchisee accepts from Bambu, the right to use the Marks and Bambū system in connection with the establishment and operation of one Bambū shoppe, at the location described in Article 3 of this Agreement. Franchisee agrees to use the Marks and Bambū system, as they may be changed, improved, and further developed by Bambu from time to time, only in accordance with the terms and conditions of this Agreement.
• 2.2 Scope of Franchise Operations. Franchisee shall at all times comply with Franchisee's obligations hereunder and shall continuously use best efforts to promote and operate the Bambū shoppe. Franchisee shall utilize the Marks and Bambū system to operate all aspects of the business franchised hereunder in accordance with the methods and systems developed and prescribed from time to time by Bambu, all of which are a part of the Bambū system. Franchisee's Bambū shoppe shall offer all products and services as Bambu designates and shall be restricted from offering or selling any products and services not previously approved by Bambu in writing. If Franchisee is a corporation, partnership, limited liability company or other entity, Franchisee shall not engage in any business other than the operation of a Bambū shoppe.

3. FRANCHISED LOCATION AND TERRITORIAL RIGHTS

3.1 Franchised Location. Franchisee is granted the right and franchise to own and operate a Bambū shoppe at the address and location which shall be set forth in Attachment I, attached to this Agreement ("Franchised Location"). If, at the time of execution of this Agreement, the Franchised Location cannot be designated as a specific address because a location has not been selected and approved, then Franchisee

shall promptly take steps to choose and acquire a location for its Bambū shoppe within the "Designated Area," set forth in Attachment I. In such circumstances, Franchisee shall select and propose to Bambu for Bambu's prior written approval a specific location for the Franchised Location which, once approved by Bambu, shall then be described in the rider to Attachment I.

• 3.2 Protected Area. Subject to Bambu's reservation of rights described in Section 3.4 below, Bambu shall not establish and operate, or franchise another person or entity to establish and operate, a Bambū shoppe within the geographic area described in Attachment I, attached hereto (the "Protected Area"). However, nothing in this Agreement restricts any Bambu-owned or franchised Bambū shoppes from advertising in, or soliciting customers from, Franchisee's Protected Area. Franchisee does not have exclusive rights to the customers in its Protected Area.
• 3.3 Limitation on Franchise Rights. The rights that are granted to Franchisee are for the specific Franchised Location and Protected Area and cannot be transferred to an alternative Franchised Location and Protected Area, or any other location, without the prior written approval of Bambu, which approval may be withheld for any reason, in Bambu's sole discretion. Franchisee shall not operate another shoppe, offer products or services which are part of the Bambū system at any site other than the Franchised Location, fill wholesale orders, sell products or services by mail order or through catalogs or the Internet, offer products or services at temporary venues, transship or reship products, or offer any other type of off-site service or sale of products. Franchisee may offer catering or utility third party app delivery or other online delivery programs only in compliance with Bambu's standards and specifications for offering such programs.
• 3.4 Bambu's Reservation of Rights. Franchisee acknowledges that its franchise rights as granted are non-exclusive and that Bambu, for itself, its affiliates and successors, retains the rights, among others and without payment of compensation to Franchisee:
• a. to use, and to license others to use, the Marks and Bambū system in connection with the operation of a Bambū shoppe, at any location other than within the Protected Area;
• b. to use the Marks to identify any type of products and services, promotional and marketing efforts or related items, and to identify products and services distributed or otherwise made available through alternative channels of distribution (other than Bambū shoppes), at any location, and on any terms and conditions as Bambu determines including, but not limited to, sales through channels such as wholesale or retail distribution, Internet marketing and distribution, social media marketing, mail order, catalog, retail store display, or made-to-order or pre-packaged product sales in grocery stores, at any location;
• c. to use and license the use of different proprietary marks or methods (for example, if Bambu acquires or is acquired by another business that provides products and services similar to or the same as a shoppe) in connection with the sale of products and services similar to or the same as those which Franchisee sells, whether in alternative channels of distribution or through owning, developing, operating or franchising stores which are the same as, or similar to, or different from Bambū shoppes, at any location, and on any terms and conditions as determined by Bambu;
• d. to use and to license others to use the Marks and Bambū system to establish restaurants similar to Bambū shoppes that service walkup and drive-thru customers but without indoor seating (a "Drive-thru shoppe"), at any location, including in Franchisee's Protected Area;

Source: Item 23 — Receipts (FDD pages 52–209)