------------------------------------------------------------------|-------------------------------| | of, 20 between Batteries Plus, L.L.C., a Wisconsin limited liability company, having | | | its principal place of business at 1325 Walnut Ridge Drive, Hartland, Wisconsin 53029 ("Franchisor"), and | | | , a | | | formed and operating under the laws of the state of | , or | | , an individual, and having its principal place of business at | ("Multiple Unit Franchisee"). | | | |

INTRODUCTION

• A. Franchisor has developed and owns a system (the "System") relating to the establishment, development and operation of retail stores selling batteries, light bulbs and related products, together with device repair, key fob repair and replacement, and other services for the individual retail and commercial consumer.
• B. Franchisor is the owner of the Batteries Plus® trademark and other trademarks, domain names, service marks, logos and commercial symbols (the "Licensed Marks") used in operating the System.
• C. Franchisor grants to qualified persons the right to establish, own and operate more than one Batteries Plus® store within a defined geographic area pursuant to a development schedule.
• D. Multiple Unit Franchisee desires to obtain the right to develop and operate Batteries Plus® stores using the System within a defined geographic area.

AGREEMENTS

In consideration of the mutual covenants and agreements stated below, the parties agree as follows:

1. REFERENCES AND DEFINITIONS

• A. Confidential Information. "Confidential Information" means the methods, techniques, formats, marketing and promotional techniques and procedures, specifications, information, systems and knowledge of and experience in the operation and franchising of Batteries Plus® stores that Franchisor communicates to Multiple Unit Franchisee or that Multiple Unit Franchisee otherwise acquires in operating Stores under the System. Confidential Information does not include information, processes or techniques which are generally known to the public, other than through disclosure (whether deliberate or inadvertent) by Multiple Unit Franchisee.
  • B. Designated Area. "Designated Area" means the geographic area described in Exhibit A.
• C. Development Schedule. "Development Schedule" means the period of time and cumulative number of Stores Multiple Unit Franchisee must open and operate as established in the Store Development Schedule (Exhibit B to this Agreement).
• D. Franchise Agreement. "Franchise Agreement" means the then-current form of agreements (including franchise agreement and any exhibits, and other documents referenced therein), Franchisor customarily uses in granting franchises to own and operate a Store. Multiple Unit Franchisee acknowledges

that the Franchise Agreement attached as Exhibit D is the current form of Franchise Agreement and Franchisor, at its discretion, may modify the standard form of Franchise Agreement customarily used in granting a Batteries Plus® franchise; provided, that the initial franchise fee and royalty and service fees will remain at the same rate as provided in the Franchise Agreement attached as Exhibit D.

• E. Operating Manager. "Operating Manager" means any manager selected by Multiple Unit Franchisee and approved by Franchisor to manage Multiple Unit Franchisee's development of Stores pursuant to this Agreement.
• F. Principal Owner. "Principal Owner" means any person or entity who directly or indirectly owns a ten percent (10%) or greater interest in Multiple Unit Franchisee. If any corporation or other entity other than a partnership is a Principal Owner, a "Principal Owner" also will mean each shareholder or owner of a ten percent (10%) or greater interest in such corporation or other entity. If a partnership is a Principal Owner, a "Principal Owner" also will mean each general partner of such partnership and, if such general partner is an entity, each owner of a ten percent (10%) or greater interest in such general partner. If the Multiple Unit Franchisee is one or more individuals, each individual will be deemed a Principal Owner of Multiple Unit Franchisee.
• G. Store. "Store" means a Batteries Plus® store offering a full line of batteries, light bulbs and related products, together with device repair, key fob repair and replacement, and other services, that Multiple Unit Franchisee has developed and operates or will develop and operate under a Franchise Agreement.

2. USE OF SYSTEM

Multiple Unit Franchisee acknowledges, and does not contest, Franchisor's exclusive ownership and rights to each and every aspect of the System, as Franchisor may, in the future, modify or further develop. Multiple Unit Franchisee's right to use the System is specifically limited to the provisions of this Agreement and the Franchise Agreements for individual Stores executed by the parties hereto, and is subject to the supervision and control of Franchisor.

3. DEVELOPMENT RIGHTS AND OBLIGATIONS

• A. Term of Agreement/Reservation of Rights. Subject to earlier termination as provided herein, this Agreement is for a term commencing on the date executed and expiring on the last day of the last Development Period as stated in the Development Schedule. Franchisor (for itself and its affiliates) retains the right: (1) to itself own and operate, and to grant other persons the right to own and operate, Batteries Plus® stores at locations outside the Designated Area, who may offer products and services within the Designated Area, and on conditions as Franchisor deems appropriate; (2) to sell within and outside the Designated Area the products and services authorized for sale at Batteries Plus® stores under trademarks and service marks other than the Licensed Marks through similar or dissimilar channels of distribution and pursuant to conditions Franchisor deems appropriate; (3) to sell the products and services authorized for sale at Batteries Plus® stores under the Licensed Marks through dissimilar channels of distribution (i.e., other than the operation of full-service retail Batteries Plus® stores), including by electronic means such as the Internet and by websites established by Franchisor, and pursuant to conditions Franchisor deems appropriate within and outside the Designated Area; and (4) to advertise the System on the Internet (or any other existing or future form of electronic or digital commerce) and to create, operate, maintain and modify, or discontinue the use of a website using the Licensed Marks.
• B. Rights During Development Periods. If Multiple Unit Franchisee: (1) is in full compliance with the conditions contained in this Agreement, including the satisfaction of all development obligations

as stated in Exhibit B; and (2) is in full compliance with all obligations under each franchise agreement entered into between Franchisor and Multiple Unit Franchisee (including any affiliate under common control with Multiple Unit Franchisee) for individual Stores; then, during the Development Schedule, Franchisor will: (i) grant franchises to Multiple Unit Franchisee to own and operate Stores located within the Designated Area; (ii) not operate (directly or through an affiliate), nor grant a franchise to a third party to operate, any Store within the Designated Area, except franchises granted to Multiple Unit Franchisee; and (iii) allow Franchisee to conduct Commercial Sales Activity within the Designated Area, as described in Section 3(D) below. If Multiple Unit Franchisee fails to comply with the Development Schedule, Franchisor may terminate this Agreement under Section 13 below or grant individual or multiple unit franchises within the Designated Area to third parties.

• C. Development Obligations. During the term of this Agreement, Multiple Unit Franchisee will honestly and diligently perform its obligations and continuously exert its best efforts to promote and enhance the development of Stores within the Designated Area. Multiple Unit Franchisee agrees to open and continue to operate the cumulative number of Stores as required in the Development Schedule.
• D. Commercial Sales Activity.

Source: Item 22 — Contracts (FDD page 80)