What right does Bens Soft Pretzels have regarding the business operations of its stores?

1. You acknowledge and agree that we have the right to establish, from time to time, quality standards regarding the business operations of BEN'S SOFT PRETZELS stores to protect the distinction, goodwill and uniformity symbolized by the Trademarks and the System. Accordingly, you agree to maintain and comply with our quality standards and agree to the following terms and conditions:

• A. Store Facility; Site Under Control. You are responsible for leasing a site that meets our site selection guidelines. We must consent to the site in writing. You may not use the Store premises for any purpose other than the operation of a BEN'S SOFT PRETZELS Store during the term of this Agreement or any Interim Period. We make no guarantees concerning the success of the Store located on any site to which we consent.

You may not open your Store for business until we have notified you in writing that you have satisfied your pre-opening obligations as set forth in subparagraphs 5.A and 5.B and we have consented to your opening date. We are not responsible or liable for any of your pre-opening obligations, losses or expenses you might incur for your failure to comply with these obligations or your failure to open by a particular date. We also are entitled to injunctive relief or specific performance under subparagraph 12.C for your failure to comply with your obligations.

PRODUCTS AND OPERATIONS STANDARDS AND REQUIREMENTS

You must implement and abide by our requirements and recommendations directed to enhancing substantial System uniformity and protecting the goodwill of the Trademarks.

The following provisions control with respect to products and operations:

• A.

Authorized Menu.

Your business must be confined to the preparation and sale of only such Menu Items and other food and beverage products as we designate and approve in writing from time to time for sale by your Store.

E. Modernization or Replacement. From time to time as we require, you must modernize and/or replace the building, premises, trade dress, equipment, fixtures and improvements as may be necessary for your Store to conform to the standards for similarly situated new BEN'S SOFT PRETZELS stores. Furthermore, in addition to performing general continued maintenance and refreshing of the Store premises whenever necessary as set forth in subparagraph 5.C, you must make any required expenditures for equipment or leasehold improvements necessary to prepare new menu items or products.

F. Signage. All signage at your Store must comply with our then current specifications, which we may modify and change from time to time due to modifications to the System, including changes to the Trademarks. You must make such changes to the outdoor signage as we require and at your cost.

• D.

Litigation.

In the event any person or entity improperly uses or infringes the Trademarks or challenges your use or our use or ownership of the Trademarks, we will control all litigation and we have the right to determine whether suit will be instituted, prosecuted or settled, the terms of settlement and whether any other action will be taken.

You must promptly notify us of any such use or infringement of which you are aware or any challenge or claim arising out of your use of any Trademark.

You must take reasonable steps, without compensation, to assist us with any action we undertake.

You may not engage in catering and delivery services and activities, unless we authorize you. If you want to offer catering or delivery service to customers, you must obtain our prior written approval. Any catering or delivery services must meet our written standards. Any income from catering or delivery services must be included in Gross Sales for purposes of your Royalty and Advertising Fund Fees (as defined below in this Agreement).

You acknowledge and agree that certain locations are by their nature unique and separate in character from sites generally developed as BEN'S SOFT PRETZELS stores. As a result, you agree that we have the right to develop or franchise Special Site locations ("Special Sites") which include, but are not limited to the following locations regardless of their location and their proximity to your Store: (1) military bases; (2) public transportation facilities (including airports); (3) sports facilities (including hockey arenas); (4) student unions or other similar buildings on college or university campuses; (5) amusement and theme parks; (6) malls or enclosed shopping centers; and (7) community and special events.

Finally, we may operate or license others the right to operate a Mobile Store business that offers the same or different Menu Items than you offer at your Store under the Trademarks or any other marks (a "Mobile Store Business"). The Mobile Store Business may offer and sell products at more than a location within a Designated Area as further noted in the Mobile Store Addendum attached as a schedule to this Agreement, although we will establish other operational guidelines in the Manuals which define minimal boundaries and related procedures regarding a Mobile Store

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