Under what conditions can the Beef O Bradys franchise agreement be terminated before its expiration?

• 2.1 Term. The term of the Franchise and this Agreement begins on the Effective Date and expires 10 years from the date of your executed lease or purchase agreement giving you property control over the Site of your Family Sports Pub. This Agreement may be terminated before it expires in accordance with its terms.

• 16.1 By You. If you and your Owners are in compliance with this Agreement and we materially fail to comply with this Agreement and do not correct or commence correction of such failure within 60 days after written notice of such material failure is delivered to us, you may terminate this Agreement effective 60 days after delivery to us of written notice of termination.

Your termination of this Agreement for any other reason or without such notice will be deemed a termination without cause.

• 16.2 By Us. We have the right to terminate this Agreement**,** effective upon delivery of written notice of termination to you, if:

• (a) You (or any of your Owners) have made any material misrepresentation or omission in connection with your purchase of the Franchise;

• (b) You or the required number of your Two Designated Operators fail to successfully complete Beef's Operator Training Program to our satisfaction or you have not fulfilled all of the conditions for management of the Family Sports Pub;

• (c) You (i) fail to obtain our approval of the Site within the required time periods or (ii) fail to commence construction of the Family Sports Pub within 6 months of the Effective Date;

• (d) You abandon or fail to actively operate the Family Sports Pub for 2 or more consecutive business days, unless the Family Sports Pub has been closed for a purpose we have approved or because of casualty or government order;

• (e) You surrender or Transfer control of the operation of the Family Sports Pub without our prior written consent;

• (f) You (or any of your Owners) are or have been convicted by a trial court of, or plead or have pleaded no contest, or guilty, to, a felony or other serious crime or offense that is likely to adversely affect your reputation, our reputation or the reputation of any other Family Sports Pub;

• (g) You (or any of your Owners) engage in any dishonest or unethical conduct which may adversely affect the reputation of the Family Sports Pub or another Family Sports Pub or the goodwill associated with the Marks;

You, or any of your principal Owners, engage in any dishonest or unethical conduct which may adversely affect the reputation of Family Sports Pubs or the goodwill associated with the Marks;

• (l) Failure to Comply with Franchise Agreement or Other Agreement.

You fail to comply with any other provision of this Agreement or any provision of any other agreement you have with us (including any Franchise Agreement) and do not correct such failure within 10 days after written notice of such failure to comply is delivered to you;

• (m) Repeated Defaults.

You fail on 2 or more separate occasions within any 12 consecutive month period or on 3 occasions during the term of this Agreement to comply with this Agreement or any other agreement you have with us (including any Franchise Agreement), after we have notified you of the failure whether or not such failures to comply are corrected after notice of the failure is delivered to you; or

• (n) Notice of Termination.

We have delivered to you (or an affiliate) a notice of termination of a Franchise Agreement in accordance with its terms and conditions or you (or your affiliates) have terminated a Franchise Agreement without cause, as defined in such agreement.

Source: Item 23 — RECEIPTS. (FDD pages 66–330)