-----------------------------------------------------------------|--| | LANDLORD: | By: Print Name: Title: | | | FRANCHISEE: | By: Print Name: | | Title:

BEN'S SOFT PRETZELS® SCHEDULE D(1)

SUBLEASE

1. SUBLEASE

• 1.1 Incorporation of Lease. Each and every provision of the Lease, be and hereby are incorporated herein in their entirety as if fully set forth herein.
• 1.2 Sublease Subject to Lease. This Sublease is subject to the Lease. Subtenant shall look only to Lessor and not to Sublessor for remedies of any breaches in the Lease by Lessor. Sublessor shall have no liability whatever for any breach by Lessor affecting Subtenant.
• 1.3 Subtenant's Assumption of Duties under the Lease. Subtenant agrees that as of the date of this Sublease to assume, be subject to and to perform each and every condition and obligation to be performed by Sublessor under the provisions of the Lease or to which Sublessor is subject thereunder, except that all rent and other amounts payable to Lessor under the Lease shall be paid to Sublessor in accordance with Section 2.3 hereof. Subtenant does further agree to indemnify and save Sublessor, its successors and assigns, harmless from and against any and all liability under or related to the Lease from and after said date.
• 1.4 Sublessor Has Rights of Lessor. It is further agreed, that as to Subtenant, Sublessor shall have all rights of Lessor as described in the Lease and all rights granted to Sublessor herein.

2. DEMISE, TERM AND RENT

• 2.1 Demise of Premises. Sublessor hereby subleases the Premises to Subtenant solely for the purpose of operating a Ben's Soft Pretzels store pursuant to the terms and provisions of the Franchise Agreement and agrees that so long as Subtenant is in compliance with the terms hereof, of the Lease, and of the Franchise Agreement Subtenant shall have the right to quiet enjoyment of the Premises without hinderance or molestation by Sublessor. By execution hereof, Subtenant accepts the Premises and acknowledges that the location and condition of the Premises is acceptable to Subtenant and hereby waives any claims or rights against Sublessor of or related to the condition or location of the Premises.
• 2.2 Term. The term of this Sublease shall be for the term commencing on the date of this Sublease and ending one day sooner than the ending date as provided in the Lease, or such earlier date as the Lease is terminated in accordance with the terms and provisions thereof or this Sublease is terminated in accordance with the terms and provisions hereof (the "Term").
• 2.3 Rent. Subtenant agrees to pay to Sublessor as rent during the term of this Sublease $200.00 per month plus all amounts which shall become due and payable by the Sublessor under the terms of the Lease, including, without limitation, all amounts for minimum rent, percentage rent, utilities, general real estate taxes, other taxes, common area maintenance, marketing charges, tenants or merchants association dues and any and all other amounts of any kind or nature whatsoever. All such amounts shall be due and payable by Subtenant on or before ten (10) business days prior to the date upon which any such amounts are due and payable by Sublessor under the terms of the Lease at the address of Sublessor at 1119 S. Indiana Avenue, Goshen, Indiana 46526, or such other place as Sublessor may from time to time designate, except that the first (1st) month's rent shall be paid to Sublessor concurrent with the execution of this Sublease. Payment of said amounts shall be made by Subtenant by check or draft made payable to Sublessor. Sublessor agrees to remit such amounts to Lessor or any other appropriate party in a timely fashion. The Subtenant agrees to execute and deliver to Sublessor the appropriate preauthorized check and electronic funds transfer forms for his Store's checking account prior to the opening of the Store so that Sublessor will be able to deposit the Sublease payments that accrue on a timely basis. The Sublessor will then deposit the amounts due into its account by the preauthorized check or electronic funds transfer system.
• 2.4 Interest and Penalties for Late Payment. In the event any amount due hereunder is not paid when and as same becomes due, Subtenant shall pay all late charges, interest and penalties due under the Lease. In addition, Subtenant acknowledges that late payment by Subtenant to Sublessor of any amount due hereunder will cause Sublessor to incur costs not contemplated by this Sublease, the exact amount of such costs being extremely difficult and impractical to fix. Such costs include, without limitation, processing and accounting charges, in addition to other charges that may be imposed on Sublessor. Therefore, if any amount due hereunder from Subtenant is not received by Sublessor within five (5) days after its due date or, if no due date is specified in this Sublease, within five (5) days after receipt of written notice from Sublessor, Subtenant shall pay to Sublessor an additional sum of six percent (6%) of the overdue amount as a late charge. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Sublessor will incur by reason of late payment by Subtenant.

Source: Item 22 — CONTRACTS (FDD pages 46–47)