During the term of the Buona franchise agreement, can a franchisee or its shareholders, officers, directors, members, managers, partners, and guarantors have any ownership interest in a Competitive Business?

[Item 23: RECEIPTS]

Franchisee covenants that Franchisee and any of its shareholders, officers, directors, members, managers, partners and guarantors, either directly or indirectly, for itself or themselves or on behalf of, or in conjunction with, any other person or entity, regardless of the cause for termination shall not:

• (a) For a period of two (2) years following the expiration or termination of this Agreement, have any ownership interest in, maintain, operate, engage in, serve as a director, officer, manager, employee, consultant or representative of, grant a franchise to, advise, help, make loans to, lease property to, or have any interest in, directly or indirectly, a Competitive Business that is located within a radius of ten (10) miles of (i) the location specified in the Approved Site Location Addendum as described in Article I or (ii) the location of any other Buona Business, whether owned by Franchisor or any other Buona franchisee, in existence as of the date of expiration or termination of this Agreement.

This restriction will not apply to the ownership of less than 2% of the outstanding shares of a publicly-traded security.

Franchisee and its officers, directors, shareholders, managers, members, partners and guarantors expressly acknowledge that they possess skills and abilities of a general nature and have other opportunities for exploiting those skills.

As a result, adherence to this restriction will not deprive them of their personal goodwill or ability to earn a living.

Source: Item 23 — RECEIPTS (FDD pages 78–356)