If Bonchon or its affiliates operate other businesses, including within a franchisee's Protected Territory, is the Bonchon franchisee entitled to any compensation from those businesses' sales?

By way of example, we and/or our affiliates may own, operate or authorize others to own or operate any type of business at any location whatsoever, including within your Protected Territory, so long as the other business does not sell under the Proprietary Marks the type of products or services which your franchised Bonchon Business offers and sells, except as permitted below. Further, we and/or our affiliates may own, operate or authorize others to own or operate Businesses at any location outside of your Territory, including immediately proximate to your Protected Territory. You will receive no compensation for these businesses' sales.

In addition, you understand and agree that we and/or our affiliates alone have the right to offer and sell anywhere (including within and outside your Protected Territory), under the Proprietary Marks, any and all products or services and/or their components or ingredients (including those used or sold by your franchised Bonchon Business), through any alternative method of distribution other than a Bonchon Business situated within your Protected Territory, including, without limitation, such alternative channels of distribution as the internet/worldwide web; any other form of electronic commerce; "800" or similar toll-free telephone numbers; supermarkets, grocery stores and convenience stores; mail order; catalogs; telemarketing or other direct marketing sales; television sales (including "infomercials"); food trucks; take-away premises; online networks; other permanent temporary or seasonal food service facilities; or, any other channel of distribution whatsoever except for a Bonchon Restaurant in your Protected Territory. You will receive no compensation for our or our affiliates' sales through alternative distribution channels.

You also understand and agree that we and/or our affiliates alone have the right to offer and sell (directly, or through other franchisees or licensees) Bonchon System products and services at any and all Nontraditional Locations, including Nontraditional Locations situated in your Protected Territory, through the establishment of Bonchon Restaurants, kiosks, mobile units, concessions or shop in shops. "Nontraditional Locations" include sports arenas and venues; theatres; resorts; food retailers (including supermarkets, grocery stores and convenience stores); malls and mall food courts; schools and universities; hospital and healthcare facilities; airports; guest lodging facilities; day care facilities of any type; government facilities; condominium and cooperative complexes; the premises of any third party retailer which is not a restaurant (including shops, stores and department

stores); military bases and installations; airlines, railroads and other modes of mass transportation; any type of location commonly known as a "remote kitchen," "virtual kitchen," "ghost kitchen, "ghost restaurant," or other similar type of location that operates on a pick up and/or delivery only basis; and, any other location or venue to which access to the general public is restricted. You will receive no compensation for our or our affiliates' sales at Nontraditional Locations.

You further agree that, both within and outside of the Protected Territory, we and/or our affiliates alone have the right to sell Bonchon System products and services to national, regional and institutional accounts, even when they are situated proximate to, adjacent to or abutting the boundary of your Protected Territory. "National, Regional and Institutional Accounts" are organizational or institutional customers, including (by way of example only): business entities; government agencies, branches or facilities; guest lodging networks; healthcare networks; and, the military. Only we will have the right to enter into contracts with National, Regional and/or Institutional Accounts (which may include facilities within your Protected Territory). If we receive orders for any Bonchon products or services calling for delivery or performance in your Protected Territory as a result of our engaging in commerce with National, Regional and Institutional Accounts, then we will have the right, but not the obligation, either to require you to fulfill the orders at the price we agree on with the customer or to give you the opportunity to fulfill the orders at the price we agree on with the customer. If we give you the opportunity to fulfill an order and if, for any reason, you do not desire to or cannot serve the customer, or if the customer desires for any or no reason to deal exclusively with us, our affiliate or another franchisee and not with you, then we, our affiliate or any other Bonchon franchisee may serve the customer within your Protected Territory, and you will not be entitled to any compensation.

Source: Item 23 — RECEIPTS (FDD pages 92–536)