Is Capriottis Sandwich Shop obligated to search for or select a site for the franchisee?

• (a) You must send us a separate application for each CAPRIOTTI'S Restaurant that you (or your Approved Affiliate) desire to construct and develop within the Territory. You must locate, evaluate, and select the Restaurant's site. You must give us all information and materials we request to assess each proposed Restaurant site. We will not search for or select the site for you. In granting you development rights under this DRA, we are relying on your knowledge of the real estate market in the Territory and your ability to locate and access sites. We have the right (but no obligation) to recommend to you a vendor for site-selection services.
• (b) We will give you our then-current criteria for CAPRIOTTI'S Restaurant sites (including, without limitation, population density and other demographic characteristics, visibility, traffic flow, competition, accessibility, parking, ingress and egress, size, and other physical and commercial characteristics) to help in the site-selection process. We will not unreasonably withhold site acceptance if, in our and our affiliates' experience and based on the factors identified above, the proposed site is not inconsistent with sites that we and our affiliates regard as favorable or that otherwise have been successful sites in the past for CAPRIOTTI'S Restaurants. However, we have the absolute right to reject any site not meeting our criteria or to require you to acknowledge in writing that a site you have chosen, while acceptable to us, is not recommended due to its incompatibility with certain factors bearing on a site's suitability as a location for a CAPRIOTTI'S Restaurant.

We will review potential Restaurant sites that you identify within the Territory and have the right, but no obligation, to visit the Territory as we deem necessary to review potential sites for each CAPRIOTTI'S Restaurant to be constructed and developed under this DRA. We have the right to condition our acceptance of a proposed site, or a proposed site visit, on your first sending us complete site reports and other materials (including, without limitation, photographs and digital recordings) we request. We agree to use reasonable efforts to review and accept (or not accept) sites you propose within thirty (30) days after we receive all requested information and materials. You have no right to proceed with a site that we have not accepted.

• (c) You also must send us for our written acceptance, which we will not unreasonably withhold, any lease or sublease that will govern your occupancy and lawful possession of each CAPRIOTTI'S Restaurant site before you sign it. You have no right to sign any lease or sublease that we have not accepted in writing. We have the right (but no obligation) to guide you in the leasing process but will not negotiate the lease or sublease for you or provide any legal advice.
• (d) If we accept the proposed site but you (or your Approved Affiliate) have not yet signed a separate franchise agreement (and related documents, including Guaranty and Assumption of Obligations) for that CAPRIOTTI'S Restaurant, you (or your Approved Affiliate) must do so on or before the date specified on the Schedule. If you (or your Approved Affiliate) fail to do so, or cannot obtain lawful possession of the proposed site, we have the right to withdraw

our acceptance of the proposed site and exercise any of our other rights under this DRA. After you and your owners (or your Approved Affiliate and its owners) sign the franchise agreement (and related documents), its terms and conditions will control the construction, development, and operation of the CAPRIOTTI'S Restaurant (except that the required opening date is governed exclusively by the Schedule in this DRA, as provided in Section 2(d) above).

• (e) In addition to our rights with respect to proposed CAPRIOTTI'S Restaurant sites, we have the right to delay your (and your Approved Affiliates') construction, development, and/or opening of additional CAPRIOTTI'S Restaurants within the Territory for the time period we deem best if at any time we believe that such delay is in the best interests of the CAPRIOTTI'S Restaurant brand, including for reasons related to lack of sites meeting our criteria, supply-chain issues, or our assessment in our sole judgment that you (or your Approved Affiliate) are not yet operationally, managerially, or otherwise prepared (no matter the reason) to construct, develop, open, and/or operate the additional CAPRIOTTI'S Restaurant in full compliance with our standards and specifications.

Source: Item 23 — RECEIPTS (FDD pages 73–303)