Besides the restrictions described in Item 16, what other restrictions apply to a Ben Jerrys franchisee?

op you wish to develop (i.e., Full-Sized, In-Line or Kiosk).

ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

Ben & Jerry's Products, Proprietary Software, Trade Dress and Shop Design

You must purchase the Ben & Jerry's Products (as defined in Item 1) for your Shop that have been manufactured by our Parent as we determine in our sole discretion. At present, you must purchase the Ben & Jerry's Products directly from our designated independent distributors for your Shop. We have negotiated purchase arrangements with our suppliers, vendors and distributors for our franchisees. We do not issue specifications for, or entertain requests for approval of, Ben & Jerry's Products.

We have the right to, and in many instances we do, designate a single supplier for any equipment, supplies, services, or products and to require you to purchase exclusively from such approved supplier, which exclusive designated supplier may be us or an affiliate.

Also, you must purchase or lease, as we direct, proprietary graphics and trade dress (including videos, posters, banners, graphics, menu boards and strips, and specialty strips) for the Shop (the "Trade Dress") and proprietary non-ice cream food items, paper, plasticware, food, cleaning supplies, gift items, and equipment from suppliers that we have designated or approved in writing.

Additionally, as described in Item 11 under the heading "Construction and Layout of the Shop," we have the right to designate approved suppliers of design, build and architecture services

1616304423.3

for Shops being developed. During any time that we have designated either or both a "System Design Firm" or a "System Architect" for the area in which your Shop will be located, you may be required to hire such designated System Design Firm(s) and System Architect(s) in developing your Shop. As of the date of this Disclosure Document, "Livit" (www.livit.design) is our designated System Design Firm that provides design and build services for Shops being developed.

None of our officers owns an interest or direct stock ownership in any of the approved suppliers used by Ben & Jerry's franchisees.

Non-Proprietary Products and Other Purchases

All Non-Proprietary Products sold or offered for sale at the Shop must meet our thencurrent standards and specifications and be approved by us prior to any use. Also, in addition to the Trade Dress described above, you must purchase, install, and use all fixtures, furnishings, equipment, décor, supplies, computer system hardware, point-of-sale system hardware, software, signs and materials as we may reasonably require in the Manual or other written materials. You must purchase all Non-Proprietary Products and other items solely from manufacturers, distributors and suppliers who demonstrate to our continuing reasonable satisfaction the ability to meet our responsible sourcing standards, criteria and specifications, who possess adequate quality controls and capacity to supply your needs promptly and reliably, and who have been approved by us in the Manual or otherwise in writing. You may not purchase, offer or sell any Products, or purchase, install, or use on the premises of your Shop, any fixtures, furnishings, equipment, décor, supplies, computer system hardware, point-of-sale system hardware, software, signs and materials that we have not previously approved as meeting our standards and specifications. We may be an approved supplier of some of such items. We may disapprove of Products and suppliers based on our desire to consolidate System purchases through fewer suppliers.

We may designate a single supplier, which may be us or one of our affiliates, for any products, equipment, supplies, or services, in which event you must purchase such items exclusively from the designated supplier. We and/or our affiliates may receive payments or other compensation from suppliers on account of the suppliers' dealings with us, you, or other Ben & Jerry's Shops in the System. We may use any amounts that we receive from suppliers for any purpose that we deem appropriate.

Source: Item 16 — RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL (FDD pages 67–68)