[Item 12: TERRITORY]

If you default in your obligations under the Development Schedule, we may, in our sole discretion, do any one or more of the following: (i) immediately terminate the Area Development Agreement and all rights granted under to you without affording you any opportunity to cure the default effective by delivery to you of a written notice from us; (ii) reduce the number of Buona Restaurants which you have the right to establish and open pursuant to the Development Agreement; or (iii) exercise any other rights and remedies which we may have under applicable law. Otherwise, we do not alter your territorial rights.

As you develop each Buona Business under the Area Development Agreement, the Protected Area granted under each Franchise Agreement will be based on our then-current standards for granting protected areas, which may differ from standards for protected areas granted to franchisees under this Disclosure Document.

[Item 12: TERRITORY]

ITEM 12 TERRITORY

We will grant you the right to operate a Buona Business under the Marks at one specific location approved by us ("Approved Location"). Once a site is selected by you and approved by us, you may not relocate your Buona Business without our prior written approval, which approval will not be unreasonably withheld provided you are not then in default under the Franchise Agreement or any other agreement between you and us or any of our affiliates. Our approval for relocation is based on the same standards we use to approve new Buona Business sites.

For the single brand Buona Business, you will be granted an exclusive territory, referred to as the "Protected Area." During the term of the Franchise Agreement, provided Franchisee or any of its affiliated companies is not in default of the Franchise Agreement or any agreement with us, a parent, subsidiary or affiliate, we will not establish, nor grant another the right to establish a Buona Restaurant within the Protected Area that will be described in Exhibit C to the Franchise Agreement. Once the Approved Location has been determined, we shall complete Exhibit A to the Franchise Agreement with the description of the Protected Area. The Protected Area will be a ½ mile radius from the Approved Location in an urban area, and otherwise will have a minimum population of 60,000.

If you are establishing a Dual Brand Business, you will have a Protected Area of a ½ mile radius from the Approved Location in an urban area, and otherwise will have a minimum population of 60,000 for the Buona Business. You will not be granted a Protected Area for The Original Rainbow Cone. For the Original Rainbow Cone business, you will not receive an exclusive territory. You may face competition from other franchisees, from outlets that we own, or from other channels of distribution or competitive brands that we control.

[Item 9: FRANCHISEE'S OBLIGATIONS]

[Item 12: TERRITORY]

We do not pay compensation for soliciting or accepting orders inside your Protected Area.

We retain the rights, among others, without any compensation to you:

• 1. To use, and to license others to use, the Marks and the System for the operation of Buona Businesses at any location outside of your Protected Area;
• 1. To establish ourselves or through an affiliate or grant a franchise for a Buona Business at a Non-Traditional Site within your Protected Area;
• 1. establish company-owned or franchisee-operated businesses that sell similar products and/or services under different trade names or trademarks other than the Marks or System;
• 1. to sell products or services under the Marks, or any other marks, through any other wholesale or retail outlets;
• 1. to use the Marks or the System to sell any products, including products that are the same or similar to those which you will sell, within and outside of your Protected Area, through any alternative channels of distribution, regardless of their proximity to your location or their impact on your existing or potential customers. This includes without limitation grocery stores, convenience stores, club or warehouse stores, other retail outlets, direct marketing sales, and other channels of distribution such as television, direct mail, mail order, catalog sales, telemarketing, or over the internet. We exclusively reserve the internet, including computerized or remote entry ordering systems, as a channel of distribution for us, and you may not independently market on the internet or conduct e-commerce unless you have received our prior written permission (which we may withhold in our sole discretion) or unless such activities are expressly authorized by the Manual;
• 1. To acquire, merge with, or be acquired by any other business, including a business that operate or license businesses that compete directly with your Buona Business; and
• 1. To implement multi-area marketing programs, including internet and regional or national accounts, which may allow us or others to solicit or sell to customers anywhere. We reserve the right to issue mandatory policies to coordinate these multi-area marketing programs.

You will not receive the right to acquire additional franchises or additional Buona Businesses, or a right of first refusal on the sale of existing franchises under the Franchise Agreement.

Continuation of your rights to the Protected Area is not dependent upon achieving a certain sales volume, market penetration or other or market penetration or other contingency. We cannot alter your territorial rights.