• A. Franchisor has expended time, money and effort to develop a unique system for operating limited-seating, fast-casual Shops emphasizing high-quality glazed and stuffed croissants, donuts, cakes, pies, cookies, other dessert items, coffee and other beverages. (The methods of operation, know how, experience and form of operation acquired, devised and/or established by Franchisor are referred to herein as the "System"; the chain of current and future BURNEY'S SWEETS & MORE Shops are referred to herein as the "Chain.")
• B. The distinguishing characteristics of the System include the name "BURNEY'S SWEETS & MORE," special recipes and menu items, including proprietary methods of preparation, and enhancing bakery products, unique interior and exterior building design and appearance and consistency, and uniformity of products and services, all of which may be improved, amended and further developed by Franchisor from time to time.
• C. Franchisor identifies its goods and services with certain service marks, trade names and trademarks, including, but not limited to, the "BURNEY'S SWEETS & MORE" trademark, as well as certain other trademarks, service marks, slogans, logos and emblems which have been and which may hereafter be designated by Franchisor for use in connection with the System (the "Marks").
• D. Franchisee desires to obtain a license from Franchisor for use of the Marks and the System solely for the operation of a business ("Franchised Business") at the location listed below (the "Shop"), and Franchisee desires to use the Marks, System, and other benefits derived from this license relationship strictly in accordance with the provisions set forth below.

NOW, THEREFORE, in consideration of the recitals and the mutual agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Grant.

Franchisor hereby grants to Franchisee, on the terms and conditions contained in this Agreement, and Franchisee accepts from Franchisor, a license ("License") to establish, own, and operate under the System, one Shop at the location ("Location") specified in the Franchise Rider attached hereto as Attachment 1. Franchisee agrees to identify the Shop and all of the items

(a) Territory. Subject to the provisions of this Section 5, provided Franchisee is in compliance with its obligations under this Agreement, Franchisor agrees that during the Initial Term it will not establish and operate, nor license any party other than Franchisee to establish and operate, a BURNEY'S SWEETS & MORE Shop at a physical location within the territory set forth in Attachment 1 hereto (the "Territory"), except at Non-Traditional Locations, as defined below. Until such time as the Location is identified and agreed upon in the Franchise Rider or in the Site Selection Acceptance Letter (as defined in the Franchise Rider), no Territory will be

granted to Franchisee and Franchisor shall have the right to locate other franchises anywhere Franchisor determines without interfering with any territorial rights of Franchisee. Franchisee shall not solicit business from customers outside of its Territory without receiving Franchisor's prior, written permission. Notwithstanding the foregoing, Franchisor does not warrant or represent that no other BURNEY'S SWEETS & MORE shop will solicit or make any sales within the Territory, and Franchisee hereby expressly acknowledges and agrees that such solicitations or sales may occur within the Territory. Franchisor shall have no duty to protect Franchisee from any such sales, solicitations, or attempted sales. Franchisee recognizes and acknowledges that (i) it will compete with other BURNEY'S SWEETS & MORE shops which are now, or which may in the future be, located near or adjacent to Franchisee's Territory and (ii) that such shops may be owned by Franchisor, its affiliates, and/or third parties. Franchisee further acknowledges that only Franchisor shall be permitted to solicit business from customers by means of computerized or other electronic remote-entry ordering systems (such as, for example, the internet, phone, or mobile applications) capable of accepting orders placed from within or outside the Territory. Notwithstanding anything in this Agreement to the contrary, Franchisee's Territory excludes enclosed malls, commercial kitchens, grocery stores, convenience stores, gas stations, hospitals, military installations, schools, airports, parks (including theme parks), sports arenas, traveling carts or food trucks, and similar venues ("Non-Traditional Locations").

Franchisee shall notify Franchisor immediately upon the occurrence of any situation that may have a significant negative impact on Franchisee, Franchisor, or the Franchised Business, or which could have a deleterious effect on the BURNEY'S SWEETS & MORE brand, Marks or System (a "Crisis").

Franchisee shall follow all of Franchisor's policies, procedures, and instructions in every such situation, including, without limitation, managing public relations and communications, as directed by Franchisor or as specified in the Brand Standards Manual, whether or not Franchisee has retained outside counsel or a public relations firm to assist with such matters.

A Crisis includes, but is not limited to, any event that occurs at or about the Shop or related to the Franchised Business that has or may cause harm or injury to customers or employees.

Examples include, but are not limited to, contagious diseases, food poisoning, food contamination, food spoilage, foodborne illness, cyber attacks, natural disasters, terrorist acts, shootings, or any other circumstance which may damage the System, Marks, or image or reputation of the Shop, the System or Franchisor.

Franchisee will cooperate fully with Franchisor with respect to Franchisor's response to the Crisis.

In the event of the occurrence of a Crisis, Franchisor may establish emergency procedures which may require Franchisee to temporarily close the Shop to the public, in which event Franchisor shall not be liable to Franchisee for any loss or costs, including consequential damages or lost profits occasioned thereby.

Franchisor will have the right to take control of the management of communications if Franchisor determines that the publicity surrounding the event is likely to have a material adverse effect on the reputation or goodwill of the Shop, Marks, System, or Franchisor.

Franchisee will obtain Franchisor's consent before any press releases, interviews or public statements are issued by Franchisee, or anyone on its behalf, about events that are likely to receive or are receiving significant negative public attention related to the Shop, Marks, System, or Franchisor.

Any and all advertising and promotional materials Franchisee uses must be approved by Franchisor.

Prior to their use by the Cooperative or by Franchisee, all advertising and promotional materials not prepared or previously approved by Franchisor within the ninety (90) day period preceding their intended use shall be submitted to Franchisor for approval.

If approval is not received within twenty (20) days from the date of receipt by Franchisor of such materials, the materials shall be deemed disapproved by Franchisor.

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

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.

Source: Item 22 — CONTRACTS (FDD page 50)