nsee will not conduct the Rental Business in a manner, which may discredit or impair the value of the Rental Business, the System or the Marks. As an inducement to Budget's entering into this Agreement, Licensee represents to Budget that all information set forth in any and all applications, financial statements and submissions to Budget is true, complete and accurate in all respects and that there have been no misrepresentations or omissions in any application, statement or submission to Budget.

NOW THEREFORE, in consideration of the mutual covenants and undertakings herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

AGREEMENT

EXCLUSIVE LICENSE

• 1.1 Exclusive License. Subject to the provisions hereof (including Paragraphs 1.2 and 1.3) and the continuing performance by Licensee of its obligations under this Agreement and the Standards, and excluding Licensee's right to license and conduct non-exclusive Rental Business, Budget hereby grants to Licensee the exclusive right and license to conduct a Rental Business under the Marks and the System within the geographical territory identified on Summary Pages (Section 3) hereto (the "Territory"). Licensee accepts such license and agrees to use its best efforts to develop and continuously operate the Rental Business in accordance with this Agreement and the Standards.
• 1.2 Reservation of Rights for Licensee's Rental Business. Licensee will not operate the Rental Business or any part thereof except from the Location(s) identified on Summary Pages (Section 4) hereto or such other Location(s) within the Territory approved by Budget. Licensee may serve any customer without regard to the customer's domicile, provided Licensee will not pick up customers or deliver Vehicles outside of the Territory, nor will Licensee rent any Vehicles which are not returnable by the customer to a Location operated by Licensee within the Territory, unless such rental is made pursuant to an authorized Budget program. In connection with the license granted to Licensee hereunder, the term "Rental Business" is defined exclusively as the business of renting and leasing Vehicles and such other vehicles, without drivers, as may be approved by Budget in writing, for a period not to exceed one hundred and eighty (180) days under the Marks and the System, and does not include or refer to the rental, lease or sharing of any other vehicle or product or to any other business or commercial activity, including any business engaged in the sale of new or used vehicles or the rental, lease or sharing of any type of vehicle not authorized by Budget.

Budget reserves all rights not expressly granted to Licensee in this Agreement, including rights of Budget and its affiliates and parent companies and subsidiaries (collectively, the "Related Entities") to: (a) operate, and grant others the right to operate, one or more Rental Businesses outside the Territory and, under certain circumstances as agreed to in Paragraphs 6.1, 11.7, 11.10, 11.11 and 11.12, inside the Territory, on such terms and conditions as Budget deems appropriate; (b) hire and/or appoint sales persons and general sales agents and negotiate and enter into local, regional, national and international sales and marketing agreements with persons or entities located within the Territory; (c) use the Marks for any purpose within the Territory, other than for the operation of a Rental Business at a location within the Territory (subject to Budget's rights under Paragraphs 6.1, 11.7, 11.10, 11.11 and 11.12); (d) operate, and grant others the right to operate, businesses (including businesses that offer for rent, lease, share or sale Vehicles and other motorized and non-motorized equipment) outside and within the Territory under trademarks different than the Marks; and (e) offer and sell products and services to customers located anywhere, whether inside or outside of the Territory, under the Marks or any other trademarks or service marks through alternative channels of distribution, like the Internet, e-mail, digital cellular networks, smartphone applications and similar e-commerce channels, as well as tour operators, wholesalers, telemarketing or other direct marketing. In addition, Budget and its Related Entities may advertise its services to any person anywhere including in the Territory. Licensee may

advertise for customers outside the Territory, but not in yellow pages advertising circulated wholly outside the Territory.

Nothing in this Agreement will prohibit Budget or its Related Entities from: (i) operating, and granting others the right to operate, a Rental Business in the Territory where such Rental Business offers for rental, lease, share or sale vehicles other than the Vehicles; (ii) operating the System alongside or in conjunction with any of the Related Entities; or (iii) selling their assets, engaging in a public offering or private placement of ownership interests, merging with or acquiring other corporations or entities, or being acquired by another corporation or entity (including a corporation or entity which may own or operate systems or chains which may be competitive with or similar to the Network).

• 1.3 Prohibition Against Sublicensing. Licensee no right or authority to grant a sublicense to any person to perform any part of Licensee's rights or obligations.
• 1.4 Territory. This license will be exclusive, for the Rental Business and nonexclusive for Rental Business, subject to the terms of this Agreement, only throughout the Territory as it exists on the Effective Date (as defined in the Summary Pages (Section 7)). If the Territory description, as understood in the future, defines a territory larger than the Territory as it exists as of the Effective Date (the "Expanded Territory"), the Territory will include such Expanded Territory provided that such territory is not being served by corporate locations or has not already been licensed by Budget to another person or entity.
• 1.5 Exclusive Relationship. Budget would be unable to protect its confidential information against unauthorized use or disclosure and would be unable to encourage a free exchange of ideas and information among the Network and between Licensee and Budget if Licensee, its beneficial owners or persons related to Licensee or its beneficial owners were permitted to engage in other businesses competing with Rental Businesses or Budget. Accordingly, neither Licensee, its beneficial owners, any immediate family member of Licensee or its beneficial owners, nor any of Licensee's principal officers or directors will, during the term of this Agreement, directly or indirectly, participate or engage in as an owner, partner, director, officer, employee, consultant or agent, or in any other capacity, in any other vehicle rental business, car sales or sharing business or system located or operating anywhere in the United States (or its territories or possessions), except other vehicle rental or vehicle sharing businesses operated under license agreements with Budget or, with Budget's consent, any of the Related Entities.

MARKS AND SYSTEM

2.1 Budget's Exclusive Ownership. Budget represents that it has applied for or is applying for registration in the Territory of the Marks. Licensee acknowledges and agrees that Budget, or one of its Related Entities, owns all rights to and interest in the Marks, and has exclusive ownership of the System, and that Licensee's use of the Marks, or any variation thereof, and any goodwill established thereby inures to the exclusive benefit of Budget. Licensee agrees not to contest, or assist anyone else in contesting, at any time during or after the term of this Agreement, in any manner, the validity of Budget's exclusive ownership of and rights to the Marks, the

limitations on Licensee usage (as defined below and in the then-current Standards) or any element of the System, whether now existing or hereafter created or obtained.

• 2.2 Notification of Infringement/Claim. Licensee shall notify Budget immediately in writing of any apparent infringement of or challenge to Licensee's use of any Mark or claim by any person other than Budget of any rights in any Mark or any similar trade name, trademark or service mark of which Licensee becomes aware. Licensee shall not communicate with any person other than Budget and Budget's counsel in connection with any such infringement, challenge or claim. Budget will have sole discretion to take such action as it deems appropriate and the right to control exclusively any litigation or administrative proceeding arising out of any such infringement, challenge or claim or otherwise relating to any Mark. Licensee shall execute any documents, render such assistance and do such acts and things as may, in the opinion of counsel for Budget, be necessary or advisable to protect the interest of Budget in any such litigation or proceeding or to otherwise protect the interest of Budget in the Marks. Budget will indemnify, defend and hold harmless Licensee from any third party damages suffered by Licensee in any such litigation or proceeding arising from Licensee's proper use of any Mark, and Budget may resolve the matter by obtaining a license for Licensee at Budget's expense, or by requiring that Licensee discontinue using the infringing mark or modify Licensee's use of such mark to avoid infringing the rights of any third party. Licensee shall not infringe upon the trademark rights of any third parties, will cease any infringing activities upon request by Budget and agrees to fully indemnify, defend and hold harmless Budget from any third party infringement claims and or damages suffered by Budget in any such litigation or proceeding arising from Licensee's activities.
• 2.3 Limitation On Use. The right of Licensee to use the Marks is derived solely from this Agreement and is limited to the conduct of the Rental Business pursuant to and in compliance with this Agreement and the Standards. Licensee will not use any of the Marks, or any variation thereof, other than in conformity with the above, and it will not use or incorporate any of the Marks in or as part of its corporate name or with any prefix, suffix or symbols, or in any modified form (including any local or special adaptations or artistic variations of any of the Marks), nor may Licensee use any Mark in connection with the sale of any unauthorized product or service, any other business or in any other manner not expressly authorized in writing by Budget. Licensee will not register or apply to register any trademarks or service marks containing or comprising the term Budget, or any of the other Marks, in whole or in part, at any time during or after the term of this Agreement in the United States or anywhere else in the world. Licensee will not use any existing or future Mark or any variation thereof including any symbols or terms confusingly similar thereto, as part of any electronic medium, including a domain name, internet home page, bulletin board, chat-group, buddy list, and URL or electronic address of a website, without Budget's prior written approval. Licensee will not advertise the Rental Business on any other website aside from the authorized Budget website, absent Budget's prior written approval. Licensee may be required to develop and maintain an interior page on Budget's website at Licensee's expense; however, Budget has sole discretion and control over the design and content on or linked to its website and reserves the right to engage third parties to develop, service or otherwise administer its website. For purposes of this Agreement, a "website" is an electronic document contained in a network of computers linked by communications software. Licensee agrees to immediately transfer, without charge, the ownership of any domain names containing the Marks to Budget upon demand. Licensee agrees to display the Marks prominently and in the manner prescribed by Budget on signs, forms, and other materials and articles that Budget designates. Licensee agrees to give such

notices of trademark, service mark and copyright ownership or registration as Budget specifies and to obtain such fictitious or assumed name registrations as may be required under applicable law. If it becomes advisable or desirable at any time in the judgment of Budget for Licensee to modify or discontinue use of any Mark, and/or use one or more additional or substitute Marks, Licensee agrees to do so at its sole cost and expense and in accordance with the schedule prescribed by Budget. Upon expiration or termination of this Agreement, Licensee will immediately cease and desist from all further use of each of the Marks.

• 2.4 Nondisclosure. Licensee acknowledges and agrees that: (a) it has no proprietary or other rights or claims in or to any element of, the System or the Marks; (b) all materials loaned or otherwise made available to Licensee, and all disclosures made to Licensee by or at the direction of Budget, and not to the general public, at any time before or during the term of this Agreement, including the contents of the Manual and the Standards, current and prior research, development and test programs and any marketing, advertising, operational and promotional programs, are communicated and made available confidentially and as trade secrets; and (c) the copyright in the Standards and all other documents and materials relating to the System vest solely in Budget.

Source: Item 23 — RECEIPTS (FDD pages 80–426)