What are the obligations of a Belocal franchisee regarding site selection (Item 9), pre-opening purchases/leases, and compliance with standards and specifications (Item 8) in a non-exclusive territory (Item 12) with potential competition from other franchisees and businesses?

[Item 9: FRANCHISEE'S OBLIGATIONS]

[Item 9: FRANCHISEE'S OBLIGATIONS]

[Item 11: FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING]

Office

You will operate your Office out of a facility you choose, and you may use your home as your Office. We do not provide site selection assistance, negotiation assistance, or approve your Office location. We do not own or lease Offices to franchisees. Nevertheless, your Office must be within 50 miles of the perimeter of your Territory unless we grant you a variance. You are solely responsible for selecting your Office, constructing, remodeling, or decorating it, and conforming the Office to local ordinances and building codes. Many franchisees operate from Offices at their homes, meaning the additional work to construct, remodel, decorate, or conform the Office to local code is unnecessary.

[Item 12: TERRITORY]

You will not receive an exclusive territory. You may face competition from other franchisees, from businesses owned by us or our affiliates, or from other channels of distribution or competitive brands that we control.

When you sign the Franchise Agreement, we will grant you the non-exclusive right and license to establish and operate the Franchised Business. You will be granted a non-exclusive geographic area ("Territory") described in Attachment B to the Franchise Agreement, within which you have the right to distribute the Publication. We do not allow you to relocate your Territory. You will not have the right to distribute the Publication to any person, community, or industry group outside of your Territory. You have the right to sell and offer to sell print advertising and digital advertising services to clients located both inside and outside of your Territory, but only in accordance with our then-current digital advertising policies, crossselling policies and Franchise Brand Standards Manual. We also have the right to allow other franchisees or affiliates to offer and sell advertising in all forms to clients located in your Territory.

[Item 12: TERRITORY]

We divide each calendar year into four periods of three months each, and we call these periods "Quarters." For the Publication, we require you to (1) maintain a minimum, monthly Commission for the term of your Franchise Agreement, which is currently at least $3,000 per month for each of the BELOCAL ® publications you manage; (2) include a minimum of 28 pages that meet our standards in each issue of the Publication; (3) include the number of articles each month on the topics required in the Franchise Brand Standards Manual; and (4) complete a minimum number of Qualified Sales (as defined in the Franchise Brand Standards Manual) each Quarter. We may change our minimum Commission, page number, article, Qualified Sales, and Quarter requirements in our discretion during the Term of the Franchise Agreement. Although subject to change, currently the Qualified Sale requirement is that you make three Qualified New Sales (or the sale of a new advertising contract that has a term of at least 12 months and generates Cash Received of at least $150 per month) per Quarter. If you fail to satisfy any of the requirements listed in clauses (1) through (4) above, we may provide you with a business improvement plan ("Business Improvement Plan") with strategies and metrics for returning to compliance. Additionally, you will have various deadlines for the content, review, publishing, approval, etc. of the Publication and you must meet each deadline. Failure to satisfy any of these requirements is a default under the Franchise Agreement and is grounds for termination of the Franchise Agreement.