What is the obligation of a Bigfoot Forestry franchisee regarding the development, opening, and operation of each business?

any interest therein);

• (d) the right to manage a Bigfoot Forestry Business; or
• (e) an Equity Interest in the Development Business or Developer Entity;

including by: merger or consolidation; judicial award, order or decree; issuance of additional Equity Interests (including public and private offerings); foreclosure of a security interest by a lender; or operation of Law, will or a trust upon an Owner's death (including via the Laws of intestate succession).

• 2. GRANT OF DEVELOPMENT RIGHTS. Subject to the terms of this Agreement, we hereby grant you the right and obligation to develop, open and operate each of the Bigfoot Forestry Businesses referred to in the Development Schedule. All Bigfoot Forestry Businesses you develop pursuant to this Agreement must be located and operate within the Development Territory. This Agreement does not grant you any right or license to use our Intellectual Property.
• 3. TERRITORIAL PROTECTIONS AND LIMITATIONS. During the Term we will not develop or operate, or license a third party to develop or operate, a Bigfoot Forestry Business that provides Bigfoot Forestry Services at job sites located in the Development Territory s except as otherwise provided in this Section with respect to Acquisitions and National Accounts. At any time during the Term we reserve the right to engage in Acquisitions, even if as a result of an Acquisition one or more competitive businesses of the acquired or acquiring company begin using our Intellectual Property (including our Marks) and providing Bigfoot Forestry Services at job sites located in the Development Territory. We have the exclusive right to enter into contracts with National Account customers, including contracts pertaining to Bigfoot Forestry Services involving job sites located in the Development Territory. Your territorial rights do not prevent us from providing, or authorizing other franchisees to provide, Bigfoot Forestry Services at job sites located in the Development Territory for National Account customers. We reserve the right to sell, and license third parties to sell, competitive or identical goods and services (including under the Marks) within the Development Territory through Alternative Channels of Distribution.

4. DEVELOPMENT OBLIGATIONS

• 4.1. Development Schedule. You must develop, open and operate all Bigfoot Forestry Businesses listed in the Development Schedule. Each Franchised Territory you develop is considered a separate Bigfoot Forestry Business. You must develop and open each Bigfoot Forestry Business in strict compliance with the opening dates set forth in the Development Schedule. We may, in our sole discretion, extend one or more opening dates listed in the Development Schedule if you demonstrate to our satisfaction that you used best efforts to comply with the opening date and the need for the extension is due to unforeseeable delays rather than your lack diligence or funding. The opening date listed in the Development Schedule for a given Bigfoot Forestry Business may be earlier than the opening date required under the terms of the associated Franchise Agreement. In order to comply with the Development Schedule you must open each Bigfoot Forestry Business by the opening date listed in the Development Schedule even if such date is earlier than the opening date required by the associated Franchise Agreement.
• 4.2. Reasonableness of Development Schedule. You represent that you: (a) have conducted your own independent investigation and analysis of the prospects for development of the Bigfoot Forestry Businesses in the Development Territory; (b) approve the Development Schedule as being reasonable and viable; and (c) recognize that any breach of the Development Schedule is a material breach of this Agreement.
• 4.3. Franchise Agreements. You must sign a separate Franchise Agreement for each Bigfoot Forestry Business. You must sign the Initial Franchise Agreement for your first (1st) Bigfoot Forestry Business at the time you sign this Agreement. Each Franchise Agreement shall be our then-current form of Bigfoot Forestry Franchise Agreement, the terms of which may vary materially and substantially from the terms of the Initial Franchise Agreement; provided, however, that the initial franchise fee imposed under each Franchise Agreement shall be determined in accordance with the

table set forth in Part B of ATTACHMENT "A". Your payment of the development fee pursuant to §5 shall be deemed to include and satisfy the initial franchise fee imposed under each Franchise Agreement you sign pursuant to this Agreement. Unless we agree otherwise, you may not provide Bigfoot Forestry Services in a given Franchised Territory before the parties sign a Franchise Agreement for that Franchised Territory. You must develop, open and operate each Bigfoot Forestry Business in compliance with the Franchise Agreement and the Manual.

• 4.4. Project Manager. If you open and operate more than three (3) Bigfoot Forestry Businesses, you must hire a Project Manager to manage at least one (1) but not more than three (3) of your Bigfoot Forestry Businesses. The Managing Owner, and each Project Manager, can manage a maximum of three (3) Bigfoot Forestry Businesses. You must hire an additional Project Manager for every three (3) additional Bigfoot Forestry Businesses you open. Each Project Manager you hire must meet all criteria and conditions set forth in the most recent Franchise Agreement executed by you.
• 5. DEVELOPMENT FEE. At the time you sign this Agreement you must pay us a development fee in the amount set forth in Part B of ATTACHMENT "A", which is calculated as the aggregate sum of the initial franchise fees imposed for all Bigfoot Forestry Businesses you are required to develop pursuant to this Agreement. The development fee is fully earned and nonrefundable upon execution of this Agreement.
• 6. DEVELOPER ENTITY. You represent that Part A of ATTACHMENT "A" includes a complete and accurate list of your Owners.

Source: Item 23 — RECEIPT (FDD pages 42–162)