rance, and customer service that are a critical part of the BENIHANA System, and Franchisee acknowledges the necessity of operating the BENIHANA Restaurant franchised under this Agreement in conformity with the BENIHANA System, including the BENIHANA Standards.

• G. Franchisee seeks a license to use the Marks and the BENIHANA System in connection with the operation of a BENIHANA Restaurant at a single location specified in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1. GRANT OF FRANCHISE AND FRANCHISE TERM

• 1.1 The INTRODUCTION paragraphs set forth above are hereby incorporated in this Article 1 by reference as if set forth fully herein.
• 1.2 BNC grants to Franchisee, and Franchisee accepts, a non-exclusive franchise license to operate a single BENIHANA Restaurant (the "Restaurant") at the specific location approved by BNC and identified in the Contract Data Sheet attached as Exhibit A hereto (the "Location"), using the Marks and the BENIHANA System in accordance with the BENIHANA Standards and the terms of this Agreement. Franchisee expressly acknowledges that the franchise license granted under this Agreement is non-exclusive and that any geographic limitation on BNC's rights to use or license the Marks under this Agreement relates solely to the operation of a BENIHANA Restaurant at the Location.
• 1.3 Unless sooner terminated under with the provisions of this Agreement, the franchise license granted to Franchisee will begin on the Effective Date set forth in the Contract Data Sheet and end fifteen (15) years from the date the Restaurant opens for business to the public (the

"Franchise Term"). Franchisee agrees to operate the Restaurant in accordance with this Agreement at the Location for the entire Franchise Term.

• 1.4 The grant of a franchise license under this Agreement is specifically limited to operating the Restaurant at the Location, and it does not grant, or imply the grant of, rights regarding any other BENIHANA Restaurant at any other location. Other than with respect to the Restaurant at the Location, Franchisee has no right under this Agreement or otherwise to use, license, sublicense, or franchise others to use the Marks or the BENIHANA System, and Franchisee is not granted any options, rights of first refusal or development opportunities.
• 1.5 During the Franchise Term, if Franchisee is in full compliance with the provisions and conditions of this Agreement, and subject to BNC's rights set forth in Section 1.6 of this Agreement, BNC will not operate or license any person or entity other than Franchisee to operate, a BENIHANA Restaurant at any location within the "Restaurant Area" specified in the Contract Data Sheet attached to this Agreement.
• 1.6 Nothing in this Agreement limits in any way any rights of BNC or its affiliates to: (i) own, operate, or license to others the right to own and operate, competing restaurants other than a BENIHANA Restaurant at any location, including within the Restaurant Area, including but not limited to restaurants using the trademarks RA® SUSHI or HARU®; (ii) own, operate, or license to others the right to own and operate, BENIHANA Restaurants outside the Restaurant Area, even if those BENIHANA Restaurants compete with the Restaurant or draw customers from the Restaurant Area; (iii) directly or indirectly, produce, distribute, sell (at wholesale, retail or otherwise), or license the sale of any product or service using the Marks, or other marks, through alternative channels of distribution (including, by way of example only, grocery stores, convenience stores, internet sales, catalog sales, telemarketing or other direct marketing) regardless of the proximity to, or the competitive impact on, the Restaurant; (iv) license others to use the BENIHANA System and the Marks for the operation of BENIHANA Restaurants within Special Distribution Opportunities (as defined below), including within the Restaurant Area; (v) advertise and promote the BENIHANA System within the Restaurant Area; or (vi) purchase, acquire, be acquired by, merge or affiliate with, or engage in any transaction with other businesses (whether or not these businesses are competitive with the Restaurant), including competing franchise systems with units operating in the Restaurant Area, and to convert and operate, or license others the right to operate these units under the Marks and the BENIHANA System.

1.6.1 For purposes of this Agreement, "Special Distribution Opportunities" means captive venue locations often available only in connection with third-party food service provision contracts, including, without limitation, restaurants or other retail locations at: airports and other public transportation facilities; motorways, turnpikes and toll-roads; shopping malls; entertainment and sports complexes; hotels or casinos; convention centers; health-care or corporate campuses; and military facilities.

ARTICLE 2. SITE SELECTION AND CONSTRUCTION OF THE RESTAURANT

• 2.1 Franchisee must construct the Restaurant in accordance with this Agreement at the Location approved by BNC under its then-existing site selection processes, and Franchisee will not relocate the Restaurant without BNC's prior written consent.
• 2.2 If Franchisee has not secured an approved location as of the Effective Date, BNC may, at Franchisee's request and subject to BNC's availability, assist Franchisee in identifying a site for the Location and the Restaurant in accordance with BNC's then-existing site selection processes. Franchisee acknowledges, however, that Franchisee will make the final decision whether to construct the Restaurant at any specific site approved by BNC, or at the Location. Franchisee acknowledges that BNC's approval of the Location is not an assurance, representation, warranty, promise, or guarantee by BNC that the Restaurant operated at the Location will be profitable or otherwise successful.
• 2.3 BNC personnel will consult with Franchisee in the planning, design, construction, and build-out of the Restaurant. Unless otherwise agreed, all consultations will be at BNC's offices in Aventura, Florida (or other offices designated by BNC). If Franchisee requests, and BNC agrees, that any consultation under this Section 2.3 be held at a location other than BNC's offices, Franchisee will pay all travel, lodging, living, and other expenses incurred by BNC personnel as part of any consultation away from BNC's offices. Nothing contained in this Section 2.3 means that BNC or any of its employees are authorized to or will act as construction managers or will, in any other capacity, actually supervise the design, construction, or build-out of the Restaurant.
• 2.4 BNC will, as applicable, provide Franchisee with BNC's then-current prototypical plans for a typical BENIHANA Restaurant most applicable to the Restaurant. Franchisee must, at Franchisee's sole expense, employ architects, designers, engineers, and others as necessary to complete, adapt, modify, or substitute the sample plans and specifications, and Franchisee must any modified plans to BNC for review and approval.

Source: Item 23 — Receipts (FDD pages 74–576)