Does the Ben Jerrys agreement specify the location of the Scoop Shop?

• 1.1 BEN & JERRY'S grants to DEVELOPER the right, and DEVELOPER undertakes the obligation, upon the terms and conditions set forth in this Agreement, to (a) enter into separate signed Franchise Agreements with BEN & JERRY'S (the “Franchise Agreements”), in the manner described in Section 3.5 below, for a specified number of Scoop Shops as set forth in Exhibit A to this Agreement (the “Development Schedule”), at specific locations to be designated in the Franchise Agreements, and (b) to use the Proprietary Marks and System solely in connection therewith.

DEVELOPER and, as approved by BEN & JERRY'S, franchisee entities in which DEVELOPER owns a controlling interest, shall have the right to execute Franchise Agreements with BEN & JERRY'S for Scoop Shops to be developed under this Agreement.

• 3.2 DEVELOPER agrees to locate and submit specific sites for Scoop Shops. DEVELOPER shall submit to BEN & JERRY'S a site evaluation package ("SEP"), in a form prescribed by BEN & JERRY'S, identifying each proposed site and describing the preliminary design, relevant demographic and cost factors concerning each site. BEN & JERRY'S shall have the right to require that DEVELOPER simultaneously submit SEPs for up to three (3) proposed sites. BEN & JERRY'S shall have ten (10) business days after receipt of a SEP from DEVELOPER to approve or disapprove each proposed site for each Scoop Shop. DEVELOPER must obtain written approval by BEN & JERRY'S of each proposed site, which will be in the form of a "Site Authorization Notice." DEVELOPER shall execute a lease that complies with the requirements set forth below, or a binding agreement to purchase each site within thirty (30) days of approval of each site by BEN & JERRY'S. Within seven (7) days after executing a lease or a binding purchase agreement for each site, DEVELOPER shall execute and deliver to BEN & JERRY'S the Franchise Agreement that shall be provided to DEVELOPER by BEN & JERRY'S for execution, which shall be the form of Franchise Agreement determined in accordance with Section 3.5 below.

• 5.1 BEN & JERRY'S shall furnish to DEVELOPER the following:

• 5.1.1 Such limited site selection assistance as BEN & JERRY'S may deem advisable; and

• 5.1.2 Such on-site evaluation as BEN & JERRY'S deems advisable following its review of the SEP as part of its evaluation of DEVELOPER'S request for site approval. BEN & JERRY'S shall not be obligated to conduct on-site evaluation and shall not provide on-site evaluation for any proposed site prior to BEN & JERRY'S receipt of the SEP and all

• 3.4 DEVELOPER hereby acknowledges and agrees that approval by BEN & JERRY'S of a site does not constitute an assurance, representation or warranty of any kind, express or implied, as to the suitability of the site for the Scoop Shop or for any other purpose.

Approval by BEN & JERRY'S of the site indicates only that BEN & JERRY'S believes the site complies with acceptable minimum criteria established by BEN & JERRY'S solely for its purposes as of the time of the evaluation.

• 3.3 If DEVELOPER will occupy the premises from which the Scoop Shop is operated under a lease or sublease, DEVELOPER shall, prior to the execution of the lease, submit the lease to BEN & JERRY'S for its review to ensure that the lease contains the conditions set forth in the Ben & Jerry's Lease Rider which may include, but are not limited to:

• a.

That the initial term of the lease, or the initial term together with renewal terms, shall be for ten (10) years, unless otherwise approved in writing by BEN & JERRY'S;

• b.

That the lessor consents to DEVELOPER'S use of such Proprietary Marks and initial signage as BEN & JERRY'S may prescribe for the Scoop Shop;

Source: Item 23 — RECEIPTS (FDD pages 134–358)