What rights has Margaritaville Enterprises granted regarding the Camp Margaritaville Intellectual Property?

Enterprises owns multiple federal trademark registrations for the MARGARITAVILLE trademark, including without limitation, incontestable U.S. Reg. Nos. 3855017 and 4135785, for hotels and resort hotels, respectively.

Margaritaville Enterprises granted us the rights to use and sublicense the Camp Margaritaville Intellectual Property under a trademark license agreement dated January 14, 2019 ("Trademark License Agreement"). The Trademark License Agreement has a term concurrent with the termination or expiration of the last sub-license or franchise agreement to a developer/operator of a Camp Margaritaville Resort. So long as the term of any such sub-license or franchise agreement is in effect, the Trademark License Agreement may not be terminated and a party's remedy for breach shall be limited to monetary damages and equitable remedies (excluding termination).

Margaritaville Enterprises has the exclusive right to use and sublicense to others, such as us, in connection with hospitality and other businesses, the intellectual property rights related to any works authored by Jimmy Buffett that are 100% owned and controlled by him, in addition to a non-exclusive right and license to sublicense Jimmy Buffett's personality rights under a License Agreement between Margaritaville Enterprises and Jimmy Buffett dated February 27, 2014. Our relationship with Jimmy Buffett is further described in Item 18.

The only lien or encumbrance against the Camp Margaritaville Intellectual Property is a security interest granted to HPS Investment Partners, LLC, pursuant to a security agreement dated as of June 17, 2022. Within 30 days of the signing of any Franchise Agreement, we will obtain from HPS Investment Partners, LLC, and deliver to you, a non-disturbance certificate in the form of Exhibit G to the Franchise Agreement. No other agreement significantly limits our rights to use or license the Camp Margaritaville Intellectual Property in a manner material to the franchise.

There are no currently effective material determinations of the USPTO, the Trademark Trial and Appeal Board, any state trademark administrator or any court, and no pending infringement, opposition or cancellation proceedings or other material federal or state court litigation, involving the Licensed Marks.

We have no actual knowledge of either superior prior rights or infringing uses that could materially affect your use of the core Licensed Marks in the state where your Resort is to be operated. We have not received any third-party objections to our Licensed Marks.

You must follow our rules when using the Licensed Marks. If we discover your unauthorized use of the Licensed Marks, we may require you to destroy (with no reimbursement from us) all offending items reflecting that unauthorized use. You must notify us immediately of any apparent infringement or challenge to your use of any Licensed Mark, or of any person's claim of any rights in any Licensed Mark, and not communicate with any person other than us, our affiliates, and our and their attorneys, and your attorneys, regarding any infringement, challenge, or claim. We and our affiliates may take the action we and they deem appropriate (including no action) and control exclusively any litigation, PTO proceeding, or other proceeding arising from any infringement, challenge, or claim or otherwise concerning any Licensed Mark. You must sign any documents and take any other reasonable actions that, in the opinion of our and our affiliates' attorneys, are necessary or advisable to protect and maintain our and our affiliates' interests in any litigation or PTO or other proceeding or otherwise to protect and maintain our and our affiliates' interests in the Licensed Marks. We will reimburse your reasonable out-of-pocket costs for taking any requested action.

If it becomes advisable at any time for us and/or you to modify, discontinue using, and/or replace any Licensed Mark and/or to use one or more additional, substitute, or replacement trade or service marks together with or instead of any previously-designated Licensed Mark, you must comply with our directions

within a reasonable time after receiving notice. Neither we nor our affiliates will reimburse you for any costs or expenses you incur relating to these directions, including your expenses of changing the Resort's signs, any loss of revenue due to any modified or discontinued Licensed Mark, or your expenses of promoting a modified or substitute trademark or service mark. Our rights in this paragraph apply to any of the Licensed Marks (and any portion of any Licensed Mark) that we authorize you to use. We may exercise these rights at any time and for any reason, business or otherwise, we think best. You acknowledge both our right to take this action and your obligation to comply with our directions.

We will reimburse you for all damages and expenses that you incur in any trademark infringement proceeding disputing your authorized use of any Licensed Mark if you have timely notified us of, and comply with our directions in responding to, the proceeding. We will defend you in the proceeding and, at our option, we and/or our affiliate(s) may defend and control the defense of any proceeding arising from your use of any Licensed Mark.

The Franchise Agreement gives you no right of ownership in the Licensed Marks and you may not directly or indirectly, register or cause to be registered any Licensed Mark in any country or with any governmental authority. Further, without our prior approval you may not use any trademark, trade name, service mark, metatag, domain name, keyword, or social media indicator, including, but not limited to, Facebook, Instagram, YouTube, Tik Tok or X (f/k/a Twitter) handle, consisting of, related to, similar to and/or confusingly similar to any of the Licensed Marks. During and after the term of the Franchise Agreement, you may not assist any person to: (i) challenge the validity of our ownership of, or right to license, the Licensed Marks or any registration or application for registration of the Licensed Marks; (ii) contest the fact that your rights under the Franchise Agreement are solely those of a licensee and terminate upon termination or expiration of the Franchise Agreement;

Source: Item 13 — TRADEMARKS (FDD pages 57–59)