ENT

THIS FRANCHISE AGREEMENT (the "Agreement") is made and entered into as of by and between DMG BURNEY, INC., a North Carolina corporation and , a (the ("Franchisor"), "Franchisee"). If the Franchisee is a corporation, partnership, limited liability company or other legal entity, certain provisions to this Agreement also apply to its owners, shareholders, members, and partners ("Owners").

RECITALS:

• 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

Franchisee sells or offers for sale only by the Marks. Franchisee has no right to use the System or the Marks for any purpose other than as expressly provided herein.

Pursuant to this grant, Franchisee, at its own expense, shall construct or remodel, and equip, staff, open and operate the Shop at the Location, in accordance with this Agreement. Unless otherwise agreed in a writing executed by Franchisor, Franchisee shall commence operating the Shop within one (1) year after the execution of this Agreement, and shall diligently operate such business in accordance with this Agreement for the Initial Term stated herein. Failure to timely open the Shop shall constitute an event of default under the Agreement.

Franchisee shall always operate the Shop in accordance with the terms of this Agreement, which terms expressly require compliance with the Brand Standards Manual (as defined in Section 11(i)) and Franchisor's standards and specifications. Franchisee covenants that during the Initial Term and any applicable Renewal Term, it will at all times faithfully, honestly and diligently perform its obligations under this Agreement, and that it will continuously exert its best efforts to promote and enhance the business of the Shop.

Source: Item 22 — CONTRACTS (FDD page 50)