[Item 22: CONTRACTS]

• 1. Option to Lease. Landlord hereby agrees that, (i) in the event of the termination, non-renewal, or expiration of the Franchise Agreement by and between Tenant and Franchisor; (ii) the termination of the Form Lease for any cause whatsoever including, without limitation, a default by Tenant under the Form Lease after expiration of any applicable notice and cure periods; (iii) in the event of Tenant's failure to exercise any extension option contained in the Form Lease, (iv) upon the expiration of the Form Lease and any rights to extension or renewal; or (v) as otherwise permitted under the Franchise Agreement, Franchisor, any parent, subsidiary or affiliated company of Franchisor, or another BURNEY'S SWEETS & MORE franchisee shall have the option to lease the Premises pursuant to the same terms and conditions as are contained in the Form Lease, in accordance with the following:
• (a) Landlord agrees to promptly give Notice to Franchisor (at the address set forth herein) in the event the Form Lease is terminated as the result of a default by Tenant or in the event Tenant fails to exercise any remaining options to extend the term of the Form Lease;
• (b) If Franchisor, any parent, subsidiary or affiliated company of Franchisor, or another BURNEY'S SWEETS & MORE franchisee elects to lease the Premises, such party shall notify Landlord in writing of its election to exercise this option to lease within thirty (30) days after (1) termination, non-renewal, or expiration of the Franchise Agreement; (2) Franchisor's receipt of Notice from Landlord that the Form Lease has been terminated; (3) receipt of Notice from Landlord that Tenant has failed to exercise an option to extend the term of the Form Lease; or (4) Notice from Landlord that the Form Lease and any rights to extension or renewal will expire;
• (c) If Franchisor, any parent, subsidiary or affiliated company of Franchisor, or another BURNEY'S SWEETS & MORE franchisee elects to lease the Premises under any of the conditions set forth in 5(i) to (v) above, Franchisor, any parent, subsidiary or affiliated company of Franchisor, or another BURNEY'S SWEETS & MORE franchisee shall sign and deliver to Landlord a lease containing all of the same terms and conditions (including rental

[Item 22: CONTRACTS]

18. Obligations upon Termination, Expiration, or Non-renewal.

Upon termination, expiration, or non-renewal of this Agreement, regardless of such reason for termination, expiration, or non-renewal, all rights granted hereunder to Franchisee shall terminate and revert to Franchisor, and Franchisee shall have the following obligations:

• (a) Cease to Operate. Franchisee shall immediately cease to operate the business licensed under this Agreement, and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a BURNEY'S SWEETS & MORE franchisee with respect to such business.
• (b) Cease to use Information. Franchisee shall immediately and permanently cease to use, in any manner whatsoever, all confidential information, methods, procedures and techniques used by or associated with the System, and the proprietary mark BURNEY'S SWEETS & MORE and all other Marks and distinctive forms, slogans, signs, symbols, logos, trade dress, décor, branding materials and devices associated with the BURNEY'S SWEETS & MORE Chain.
• (c) Return Franchisor's Property. Franchisee shall immediately return to Franchisor any property held or used by Franchisee which is owned by Franchisor, including the Customer Lists and Franchised Business Data, and shall cease to use, and either destroy or convey to Franchisor, all signs, advertising materials, displays, stationery, forms, and any other materials that bear or display the Marks. Franchisee shall deliver to Franchisor all login credentials associated with any directory, marketing, Computer Systems, Online Presences, and all other accounts and systems affiliated with the Franchised Business. Franchisee shall immediately deliver to Franchisor all manuals, policy and procedure statements, instructions, Brand Standards Manual, and other materials related to operating the Shop, including, without limitation, brochures, charts and any other materials provided by Franchisor and all copies thereof, and shall neither retain nor convey to another any copy or record of any of the foregoing.
• (d) Cancel Assumed Names. Franchisee shall take such actions as may be necessary to cancel any assumed name or similar registration which contains the mark BURNEY'S SWEETS & MORE or any other Marks of Franchisor, and Franchisee shall furnish Franchisor with evidence satisfactory to Franchisor of compliance with its obligation within thirty (30) days after termination, expiration, or non-renewal of this Agreement.

[Item 22: CONTRACTS]

• (e) Pay All Sums Due.

Franchisee shall promptly pay all sums owed to Franchisor upon request.

Such sums shall include all damages, costs, losses, and expenses, including reasonable attorneys' fees, incurred by Franchisor as a result of the default and the termination.

Any outstanding obligations to Franchisor shall give rise to and remain, until paid in full, a lien in favor of Franchisor against any and all of the personal property, furnishings, equipment, signs, fixtures and inventory owned by Franchisee located on the Premises on the date this Agreement is terminated, expires, or does not renew.

Within fifteen (15) days of the date of expiration, termination, or non-renewal of this Agreement, Franchisee shall pay in full all of the creditors and suppliers to the Franchised Business.

• (f) Pay All Subsequent Amounts.

Franchisee shall promptly pay to Franchisor all damages, costs and expenses including reasonable attorneys' fees, incurred by Franchisor subsequent to the termination, expiration, or non-renewal of this Agreement in obtaining injunctive or other relief for the enforcement of any term, covenant or provision of this Agreement.

• (g) Cease use of Marks.

Franchisee shall immediately and permanently cease to use, in any manner whatsoever, the Mark "BURNEY'S SWEETS & MORE" and all other Marks and distinctive forms, slogans, signs, symbols, logos and devices associated with the BURNEY'S SWEETS & MORE Chain and System.

• (h) Cooperate with Franchisor's Assumption Rights.

Franchisor shall have the option, to be exercised within thirty (30) days of termination, non-renewal, or expiration of this Agreement, to assume Franchisee's assumed name or equivalent registration and business licenses, telephone numbers, telephone directory listings and advertisements (whether in print or part of an Internet directory), and e-mail addresses and/or Internet domain names which contain the Mark of Franchisor or its affiliates, and Franchisee shall sign all documents necessary to permit Franchisor to assume Franchisee's rights in such items.

[Item 22: CONTRACTS]

• (f) Copyrights and Patents.

Franchisee acknowledges that as between Franchisee and Franchisor, any and all present or future copyrights and patents relating to the System or the BURNEY'S SWEETS & MORE concept, including, but not limited to, the Brand Standards Manual, menus, construction plans and specifications, and marketing materials belong solely and exclusively to Franchisor.

Franchisee has no interest in Franchisor's copyrights or patents beyond the nonexclusive License granted in this Agreement.

• (g) Ideas and Innovations.

All concepts, recipes, inventions, ideas, applications, trademarks, service marks, enhancements, modifications, improvements or other processes, methods and designs, technologies, techniques, materials, computer software, electronic code, original works of authorship, formulas, patents, copyrights, marketing and business plans and ideas, and all improvements and enhancements thereto that Franchisee or any of its Owners, affiliates, guarantors, managers, directors, officers, employees, or contractors may develop, invent, discover, conceive or originate, alone or in conjunction with any other person or persons during the Initial Term or any Renewal Term that relate in any way, either directly or indirectly, to the Franchised Business and/or the System (collectively referred to as "Inventions and Ideas"), either

in whole or in part, shall be the exclusive property of Franchisor. Franchisee must promptly disclose the existence of any and all Inventions and Ideas to Franchisor. To the extent any Invention or Idea does not qualify as a "work made-for-hire" for Franchisor, Franchisee and all its Owners and guarantors of this Agreement hereby assign to Franchisor, without compensation, all right, title and interest in such Inventions and Ideas, and agree that they will execute any and all instruments and do any and all acts necessary or desirable to establish and perfect in Franchisor the entire right, title and interest in such Inventions and Ideas. Franchisor may incorporate such Inventions and Ideas into the System. As Franchisor may reasonably request, Franchisee shall, at Franchisor's expense, take all actions reasonably necessary to assist Franchisor's efforts to obtain or maintain intellectual property rights in any item or process related to the System, whether developed by Franchisee or not.

• (h) Customer and Other Data.

[Item 22: CONTRACTS]

• (d) Franchisee's Non-Solicitation Covenant Post-Term.

In partial consideration for Franchisor allowing Franchisee to license Franchisor's Marks and Confidential Information, Franchisee and each of the Franchisee's Owners covenant and agree that during the Restrictive Period, Franchisee and its Owners shall not, within the Restrictive Territory engage in any of the following:

• (i) solicit, divert, or attempt to solicit or divert, any vendor that has done business with the Shop during the one (1) year period prior to the expiration, termination, or non-renewal of this Agreement to provide supplies, products, equipment, merchandise, or services to a Competitive Business or to cease providing supplies, products, equipment, merchandise, or services to BURNEY'S SWEETS & MORE businesses; or

• (ii) solicit, divert or attempt to solicit or divert any person or party that was a customer of the Shop during the one (1) year period prior to the expiration, termination, or non-renewal of this Agreement, to any Competitive Business.

• (e) Restrictive Territory.

For purposes of this Section 14, the term "Restrictive Territory" means the following:

• (i) At the Location of the Franchised Business; or

• (ii) The Territory served by Franchisee (as defined in Attachment 1) as that Territory exists on the date of termination, expiration, non-renewal, or transfer of this Agreement; or

• (iii) The territories in which Franchisor or its affiliates operate any BURNEY'S SWEETS & MORE businesses or locations as of the date of termination, expiration, nonrenewal, or transfer of this Agreement, including their locations; or

• (iv) The territories of any of Franchisor's other BURNEY'S SWEETS & MORE franchisees as those territories exist as of the date of termination, expiration, nonrenewal, or transfer of this Agreement, including their locations; or

• (v) An area which is within a 10-mile radius of:

• (A) The Location of the Franchised Business as of the date of termination, expiration, non-renewal, or transfer of this Agreement, including the Location, or

[Item 22: CONTRACTS]

• (c) Designation as Franchisee.

Franchisee shall take such additional action as may be necessary under the laws of the state in which the Shop is operated to make clear to the public that Franchisee is an independent franchisee of Franchisor and not owned by Franchisor.

Franchisee shall post in a conspicuous location at the business premises, as well as on invoices, purchase orders, marketing materials, Online Presences, and the like that "This BURNEY'S SWEETS & MORE franchise is independently owned and operated by [Franchisee entity name] under license from DMG BURNEY, INC."

• (d) Discontinuance of Use: Additional Marks.

Franchisor has the right to change, revise, or substitute different Marks for use in identifying the System, the Shop, and the products sold or offered for sale through the Shop, if Franchisor, in its sole discretion, determines that change, revision, or substitution of different Marks will be beneficial to the System.

In such circumstances, the use of the substitute proprietary marks shall be governed by the terms of this Agreement.

Franchisee shall comply with each such change, revision, or substitution and bear all expenses associated therewith.

In the event that a court of competent jurisdiction should order, or if Franchisor in its sole discretion should deem it necessary or advisable, Franchisee shall modify or discontinue use of any Mark.

Franchisee shall comply with Franchisor's directions regarding any such Mark within thirty (30) days after receipt of notice from Franchisor or, if such modification or discontinuance is court-ordered, immediately.

Franchisor shall not be obligated to compensate Franchisee for any costs or expenses incurred by Franchisee in

Source: Item 22 — CONTRACTS (FDD page 50)