What specifications for a Franchised Location does Bambu provide?

ion and consultation as described in Article 6 above after a determination by Bambu that the shoppe is sufficiently completed to schedule training.

• b. Provision of specifications for a Franchised Location which shall include, without limitation, recommendations for space requirements, build out and the demographics and character of the surrounding market area. Franchisee acknowledges that Bambu shall have no other obligation to provide assistance in the selection and approval of a Franchised Location other than the provision of such recommendations and approval or disapproval of a proposed Franchised Location, which approval or disapproval shall be based on information submitted to Bambu in a form sufficient to assess the proposed location as may be reasonably required by Bambu.
• c. Assistance with the development of a required kitchen workflow design, equipment specifications for Franchisee to use in designing the layout for the Franchised Location, an interior design guide, and consultation regarding the final architectural plans for the Franchised Location, as described in Section 5.3.
• d. Assistance with the negotiation of the letter of intent for the lease for the Franchised Location and the lease, providing Franchisee an acceptable use clause, determining whether the signage requirements allow for sufficient Bambū branding, negotiating relocation and other terms found in leases, and other matters, as described in Section 5.2.
• e. Information regarding the selection of raw and prepared ingredients, food items, shoppe supplies, and programs offered, used, sold or leased through Franchisee's Bambū shoppe. After execution of this Agreement, Bambu will provide Franchisee with a list of approved Suppliers, if any, of such equipment, items, materials, inventory and programs and, if available, a description of any regional or central purchase and supply agreements offered by such approved Suppliers for the benefit of Bambū franchisees. The list of approved Suppliers may vary depending on Franchisee's Franchised Location within Bambu's distribution network.
• f. Provision of electronic access to Bambu's FRC Materials, defined and described in Section 8.1 below.
• g. Assistance in determining the scope of and approach to Franchisee's initial marketing campaign for the opening of the Bambū shoppe including access to previously approved marketing materials.

8. RESOURCE CENTER MATERIALS

8.1 FRC Materials. Bambu shall make available to Franchisee Bambu's confidential Owner Operations Manual ("Owner Operations Manual" or "OOM"). The Owner Operations Manual and our policy releases shall be made available via our Franchise Resource Center ("FRC") that Franchisee will have password access to at www.bambufrc.com. The FRC contains Bambu's FRC Blog, FRC Forum, notices, marketing materials, artwork, health compliance plan and information, and ordering platform, as well as other manuals, technical and news bulletins and other written or electronic materials (collectively

referred to as "FRC Materials"), covering certain standards, specifications and operating and marketing procedures that Bambu requires Franchisee to utilize in developing and operating its Bambū shoppe. The FTC Materials may be modified in Bambu's sole discretion. The FRC Materials are designed to protect Bambu's reputation and the goodwill of the Marks, they are not designed to control the day-to-day operations of Franchisee's Bambū shoppe. Franchisee shall comply with the mandatory portions of the FRC Materials as an essential aspect of its obligations under this Agreement and failure by Franchisee to substantially comply with the mandatory portions of the FRC Materials may be considered by Bambu to be a breach of this Agreement.

• 8.2 Confidentiality of FRC Materials. Franchisee shall use the Marks and Bambū system only as specified in the FRC Materials. The FRC Materials are the sole property of Bambu and shall be used by Franchisee only during the term of this Agreement and in strict accordance with the terms and conditions hereof. Franchisee shall not duplicate the FRC Materials nor disclose its contents to persons other than Franchisee's employees or officers who have signed and submitted to Bambu a confidentiality and noncompetition agreement in a form approved by Bambu. Franchisee shall return any written portions of the FRC Materials to Bambu and permanently delete any and all electronic copies of the same upon the expiration, termination or assignment of this Agreement.
• 8.3 Changes to FRC Materials. Bambu reserves the right to revise or delete any of the FRC Materials from time to time as it deems necessary to update or change operating and marketing techniques or standards and specifications. Franchisee, upon receipt of any updated information, shall update its copy of the FRC Materials as instructed by Bambu and shall conform its operations with the updated provisions within 10 days of receipt of each update. Franchisee acknowledges that a master copy of the FRC Materials maintained by Bambu at its principal office or on its website shall be controlling in the event of a dispute relative to the content of the FRC Materials.
• 8.4 Small Message Service. Franchisee acknowledges that one of Bambu's primary methods of communication with Bambu franchisees is by small message service via email, text messages, or other electronic methods ("SMS"). Any standards and specifications, or changes to standards and specifications, that are communicated by SMS are deemed part of the FRC Materials, and Franchisee is required to comply with them.

9. OPERATING ASSISTANCE

• 9.1 Bambu's Services. Bambu shall, during Franchisee's operation of the Bambū shoppe, make available to Franchisee the following services:
• a. Bambu shall give Franchisee access to print and social media advertising and promotional materials and certain creative designs for marketing materials as may be developed by Bambu, the cost of which will be borne by the Marketing and Technology Fund defined in Article 13 below. Bambu reserves the right to charge Franchisee for reproducing advertising materials for Franchisee's use and for similar advertising and marketing costs incurred on Franchisee's behalf.
• b. Upon the reasonable request of Franchisee, consultation by email or telephone regarding the continued operation and management of a Bambū shoppe and advice regarding product quality control, menu items, customer relations, product and merchandise purchase, supply and sale and similar advice.
• c. Provision of seminars or programs, which may be conducted by Bambu or its suppliers and at a frequency to be determined by Bambu, on new methods, equipment, and products.

• d. Updates of information and programs regarding the franchised business, the Bambū concept or the Bambū system, at a frequency to be determined by Bambu, including, without limitation, information about improvements to existing menu items or new menu items, products or merchandise which may be developed and made available to Bambū franchisees as a part of the Bambū system.
• e. Bambu shall make the Training Program available to replacement or additional Bambū Certified Team Leaders during the term of this Agreement. Bambu reserves the right to charge a tuition or fee in an amount payable in advance, commensurate with the then current published prices of Bambu for such training. Franchisee shall be responsible for all travel, lodging, and meal expenses incurred by its personnel during the training program. The availability of the training programs shall be subject to space considerations, training staff availability and prior commitments to new Bambū franchisees.

10. FRANCHISEE'S OPERATIONAL COVENANTS

• 10.1 Business Operations. Franchisee acknowledges that it is solely responsible for the successful operation of its Bambū shoppe and that the continued successful operation thereof is, in part, dependent upon Franchisee's compliance with this Agreement and the FRC Materials. In addition to all other obligations contained in this Agreement and in the FRC Materials, Franchisee shall comply with the following operational obligations:
• a. Quality of Operations. Franchisee shall maintain clean, efficient and high-quality Bambū shoppe operations and shall operate the business in accordance with the FRC Materials and this Agreement, and in such a manner as not to detract from or adversely reflect upon the name and reputation of Bambu and the goodwill associated with the Bambu Franchising LLC name, the service mark "BAMBŪ® " and the Marks generally. The Franchised Location shall not be used for any purpose other than operating a Bambū shoppe in compliance with this Agreement, and that Franchisee shall place or display at the premises (interior and exterior) only those signs, emblems, designs, artwork, lettering, logos, display and advertising material that Bambu approves from time to time.
• b. Compliance with Laws and Good Business Practices. Franchisee shall conduct itself and operate its Bambū shoppe in compliance with all applicable laws, rules and regulations, and ordinances, including, without limitation, health department regulations and other ordinances in such a manner so as to promote a good public image in the business community. In connection therewith, Franchisee will be solely and fully responsible for obtaining any and all other licenses to carry on business at the Bambū shoppe. Franchisee shall promptly forward to Bambu copies of all health department, fire department, building department and other similar reports of inspections as and when they become available, and shall notify Bambu in writing within three business days of: (1) the commencement of any action, suit or proceeding relating to the shoppe; (2) the issuance of any order, writ, injunction, award or decree of any court, agency or other governmental instrumentality relating to the shoppe; (3) any notice or violation of any law, ordinance or regulation relating to the shoppe; (4) receipt of any notice of complaint from the Better Business Bureau, and local, state or federal consumer affairs department or division, or any other governmental or independent third party involving a complaint from a customer or potential customer relating to the shoppe, or (5) written complaints from any customer or potential customer, providing Bambu copies of any documentation along with the notice. Franchisee shall resolve or otherwise address any matter listed in (1) through (5) above in a prompt and reasonable manner in accordance with good business practices. Additionally, Franchisee shall comply with the terms and conditions of any mandatory product recall promptly upon receipt of notice from Bambu of such recall. Franchisee shall be solely responsible for any penalties or fines assessed for failure to abide by such laws and regulations. Bambu has no obligation to advise Franchisee of any legislative or other legal developments that may affect its Bambū shoppe. Franchisee is solely responsible for inquiring about and becoming familiar with all applicable laws, ordinances, and regulations, and determining those actions required for compliance. Any information

Bambu provides to Franchisee regarding applicable laws, ordinances, or regulations does not relieve Franchisee of its responsibility to consult with its own legal advisor and otherwise take appropriate action to inquire about and comply with applicable laws, ordinances, and regulations.

• c. Management. Franchisee acknowledges that proper management of the Bambū shoppe is important. Consequently, Franchisee shall employ at all times and register with Bambu in such manner as Bambu may require from time to time, at least three Bambū Certified Team Leaders who have satisfactorily completed Bambu's Training Program and who shall be responsible for the supervision and management of Franchisee's Bambū shoppe. One of the Bambū Certified Team Leaders must be available at all times to be at the Bambū shoppe upon demand by Bambu. At least one of Franchisee's Bambū Certified Team Leaders may not engage in any other business or other activity, directly or indirectly, that requires any significant management responsibility, time commitment, or otherwise may conflict with his or her obligations to operate and manage Franchisee's Bambū shoppe. The Bambū Certified Team Leaders shall assign one or more qualified employees (a "Shift Leaders") to be present at the shoppe during all operating hours when a Bambū Certified Team Leader is not present. Shift Leaders may be part-time employees.
• d. Approved Products and Programs. Franchisee shall offer through its shoppe only products, including but not limited to Chè, coffees, teas, smoothies, yogurts, other drinks, snacks, and food items, and programs, which meet or exceed the minimum standards and specifications established by Bambu and which have been approved in advance by Bambu. Franchisee shall offer all types of products and services as from time to time may be prescribed by Bambu and shall refrain from offering any other types of products or programs, or operating or engaging in any other type of business or profession, from or through the Bambū shoppe that are not authorized by Bambu,
• e. Payment of Obligations. Franchisee shall pay on a timely basis all amounts due and owing to Bambu pursuant to any separate agreements between Franchisee and Bambu and all amounts due and owing by Franchisee to all third parties, including affiliates of Bambu, national vendors and taxing authorities, with whom Franchisee does business at or through the shoppe. In connection with any amounts due and owing by Franchisee to third parties, Franchisee expressly acknowledges that a default by Franchisee with respect to such indebtedness may be considered a default hereunder and Bambu may avail itself of all remedies provided for herein in the event of default.
• f. Other Agreements. Franchisee shall comply with all agreements with third parties related to the Bambū shoppe including, in particular, all provisions of any premises lease or equipment lease.
• g. Employees and Agents. Franchisee shall be exclusively responsible for recruiting, appointing, hiring, firing, and supervising its employees, independent agents, and Bambū Certified Team Leaders. Those employees and agents will be employees or agents of Franchisee. They are not employees or agents of Bambu and Bambu is not the joint employer of those persons. Franchisee will have sole authority and control over the day-to-day operations of the Bambū shoppe and its employees and agents. Bambu will have no right or obligation to direct Franchisee's employees and agents or to operate the Bambū shoppe. It is Franchisee's responsibility to determine compensation of employees and agents, terms of employment, safety regulations, work assignments, work schedules, and working conditions. Any information regarding any of those issues provided to Franchisee by Bambu are mere suggestions and Franchisee shall have the sole discretion to utilize such information or not. Franchisee will keep Bambu informed of the names, addresses and telephone numbers of all employees and agents. Bambu reserves the right to require Franchisee, at Franchisee's expense, to purchase specified wearing apparel described in the FRC Materials from Suppliers approved by Bambu. All Bambū Certified Team Leaders, employees of Franchisee, Franchisee and its owners, shall wear the specified wearing apparel at all times while working at the Franchised Location. Bambu has the right, in its sole and absolute discretion, to change or modify such dress code guidelines.

• h. Remodeling, Upgrading and Replacement.

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