• 3.1.1 Authority. You have the authority to execute, deliver, and perform your obligations under this Franchise Agreement and all related agreements and are duly organized or formed, validly existing, and in good standing under the laws of the state of your incorporation or formation.
• 3.1.2 Company Documents. At our request, you will furnish copies of all documents and contracts governing the rights and obligations of your Owners (such as, Articles of Incorporation or Organization and partnership, operating or shareholder agreements or similar documents, the "Company Documents"). You will not alter, change, or amend your Company Documents, without obtaining our prior written approval, which approval we will not unreasonably deny or withhold, and will grant if such changes will not prevent you from performing your obligations under this Franchise Agreement.
• 3.1.3 Transfer Restrictions. Your Company Documents will recite that this Franchise Agreement restricts the issuance and transfer of any ownership interests in you, and all certificates and other documents representing ownership interests in you will bear a legend referring to this Franchise Agreement's restrictions.
• 3.1.4 Naming. You agree not to use the name "Beverly Ann's Cookie Truck" or any similar wording in the name of your Entity.
• 3.1.5 Owner Identification. You certify that Attachment B to this Franchise Agreement completely and accurately describes all of your Owners and their interests in you as of the Effective Date. You agree to sign and deliver to us a revised Attachment B to reflect any permitted changes in the information that Attachment B now contains.
• 3.1.6 Single Purpose Entity. The Franchised Business will be the only business that the Entity may operate, and your organizational documents must reflect this (although the Owners in the Entity

may have other business interests subject to any restrictions on competitive businesses contained in this Franchise Agreement).

us and to effectuate your obligations under the Franchise Agreement to the fullest extent permitted by law), and you agree to be bound by the modified provisions.

Waivers

We and you may, by written instrument, unilaterally waive or reduce any obligation of or restriction upon the other. Any waiver granted by us shall apply only the to the specifically waived provisions and shall not affect any other rights we may have. We and you shall not be deemed to have waived or impaired any right, power or option reserved by this Franchise Agreement (including the right to demand exact compliance with every term, condition and covenant in this Franchise Agreement, or to declare any breach of this Franchise Agreement to be a default, and to terminate the Franchise Agreement before the expiration of its Term) by virtue of: (i) any custom or practice of the parties that varies with the terms of this Franchise Agreement; (ii) any failure, refusal or neglect of us or you to exercise any right under this Franchise Agreement or to insist upon exact compliance by the other with its obligations under this Franchise Agreement, including any mandatory specification, standard or operating procedure; (iii) any waiver, forbearance, delay, failure or omission by us to exercise any right, power or option, whether of the same, similar or different nature, relating to other Beverly Ann's Cookie Truck franchisees; or (iv) the acceptance by us of any payments due from you after breach of this Franchise Agreement.

Approvals

Whenever this Franchise Agreement requires our approval, you must make a timely written request for approval, and the approval must be in writing in order to bind us. Except as otherwise expressly provided in this Franchise Agreement, if we fail to approve any request for approval within the required period of time, we shall be deemed to have denied your request. If we deny approval and you seek legal redress for the denial, the only relief to which you may be entitled is to acquire our approval. Except where this Franchise Agreement states that we may not unreasonably withhold our approval or consent, we may withhold such approval or consent, in our sole discretion. You are not entitled to any other relief or damages for our denial of approval.

Force Majeure

The obligations contained in this Section 25 shall be referred to as your "Post Term Obligations." After the termination, expiration or Transfer of this Franchise Agreement, you agree to undertake each and every one of the obligations listed in this Section.

Cease Operations

Immediately cease to operate the Franchised Business under this Franchise Agreement and the System. You agree to not hold yourself out to the public as a present or former franchise owner of the Franchised Business.

Intellectual Property

Immediately cease to use the Intellectual Property in any manner whatsoever and not use any trademarks or trade names that may be confusingly similar to the Intellectual Property. You acknowledge and agree that any continued use of the Marks would constitute trademark infringement.

Monetary Obligations

Pay us all amounts you owe us and our affiliates within 15 days.

Surviving Covenants

Comply with all covenants described in this Section and otherwise in this Franchise Agreement that apply after the expiration, termination or Transfer of this Franchise Agreement or of an ownership interest by an Owner.

De-Identification

Unless we exercise our right to purchase under Section 26 of this Franchise Agreement, you agree to, at your expense, to fully decommission the GR Vehicle (and any Additional Equipment) by removing all proprietary items and Marks from the GR Vehicle (and Additional Equipment) in accordance with our System Standards, including, but not limited to: all vinyl wraps, internal and external Creation Station components and signage, bottle racks, drip trays, external fins and awnings, LED lighting, menu boards, stickers, decals, Monitor, and scent diffuser. If you fail to do so in the required time period, you agree to

allow us, without liability to you or third parties for trespass or any other claim, to take possession of the GR Vehicle (and any Additional Equipment) to remove any signs or other materials containing any Marks from the Franchised Business, and to otherwise modify the GR Vehicle (and any Additional Equipment) so as to no longer be identifiable as related to the Beverly Ann's Cookie Truck System.

Branded Items

Covenant is held unreasonable or unenforceable by a court or agency having valid jurisdiction in a final decision to which we are a party, you agree to be bound by any lesser covenant subsumed within the terms of such Brand Covenant that imposes the maximum duty permitted by law, as if the resulting Brand Covenant were separately stated in and made a part of this Section. Accordingly, the parties agree that any reduction in scope or modification of any part of the non-competition provisions contained herein shall not render any other part unenforceable. You acknowledge and agree that: (i) the terms of this Franchise Agreement are reasonable both in time and in scope of geographic area; (ii) our use and enforcement of covenants similar to those described above with respect to other "Beverly Ann's Cookie Truck" franchisees benefits you and the Owners because it prevents others from unfairly competing with your Franchised Business; and (iii) you and the Owners have sufficient resources and business experience and opportunities to earn an adequate living while complying with the terms of this Franchise Agreement. You hereby waive any right to challenge the terms of the Brand Covenants as being overly broad, unreasonable or otherwise unenforceable.

We have the right, in our sole discretion, to unilaterally reduce the scope of all or part of any Brand Covenant without your consent (before or after any dispute arises), effective when we give you written notice of this reduction and you agree to comply with any modifications to the Brand Covenants .

Breach of Covenants

• 16.3.8 New Franchise Agreement.

You must request that the transferee be provided with our then-current form of franchise disclosure document.

You agree that we will not be liable for any representations that you or your Owners make that are inconsistent with such franchise disclosure document.

The transferee and its owners sign our then-current form of franchise agreement and related

documents, including, but not limited to, our then-current form of Franchise Owner Agreement or other guaranty (unless we, in our sole discretion, instruct you to assign this Franchise Agreement to the transferee), except that: (i) the Term and successor term(s) shall be the Term and successor term(s) remaining under this Franchise Agreement; and (ii) the transferee does not need to pay a separate initial franchise fee.

• 16.3.9 Transfer Fee.

You pay us a transfer fee of: (i) $7,500 if the transferee is an existing Beverly Ann's Cookie Truck franchisee; or (ii) $10,000 if the transferee is not a current Beverly Ann's Cookie Truck franchisee plus $1,000 for each piece of Additional Equipment (if any) that you transfer ("Transfer Fee").

You will pay the Transfer Fee to us as follows: (i) a $1,000 non-refundable deposit at the time of your transfer application request; and (ii) the remaining balance shall be due at or before the time you complete the approved Transfer.

If the transferee is a lead of ours or was referred to you by us, then in addition to the transfer fee, you agree to pay us $15,000.

• 16.3.10 General Release.

You and each of your Owners sign a general release in the form we prescribe for all known and unknown claims against us, our affiliates and subsidiaries, and our and their respective members, officers, directors, agents and employees, arising before or contemporaneously with the Transfer.

If the proposed transferee has any previous relationship with us or our affiliates, then the proposed transferee must also execute a general release.

• 16.3.11 Right of First Refusal.

In addition, if you lose, give away, make unauthorized copies, fail to return or otherwise misappropriate, all or some of the Brand Manual, you will be required to pay us liquidated damages to offset the damages

we will incur as a result of this misappropriation. These liquidat

Source: Item 23 — RECEIPTS (FDD pages 57–235)