iness or any owner, director, officer, manager, employee, or agent of any Competitive Business, wherever located or operating; or

• (d) divert or attempt to divert any actual or potential business of the Franchised Restaurant to a Competitive Business.

The term "Immediate Family" includes the named individual, his or her spouse, and all children of the named individual or his or her spouse. The term "Competitive Business," as used in this Agreement, means any business (a) offering for sale hot and cold submarine sandwiches and/or other deli-related menu items (other than soft drinks) or (b) granting franchises or licenses to others to operate the type of business described in clause (a), other than a CAPRIOTTI'S Restaurant operated under a franchise agreement with Franchisor. Franchisee agrees to obtain similar reasonable covenants from its senior personnel, including the Franchised Restaurant's manager, officers, and directors, except to the extent prohibited by applicable law. Franchisor has the right to pre-approve the forms of agreements Franchisee uses solely to ensure that Franchisee adequately protects Franchisor Non-Mark Proprietary IP and the competitiveness of CAPRIOTTI'S Restaurants. Under no circumstances will Franchisor control the forms or terms of employment agreements Franchisee uses with Franchised Restaurant employees or otherwise be responsible for Franchisee's labor relations or employment practices.

Upon Franchisor's termination of this Agreement for any reason, Franchisee's termination of this Agreement without cause, or expiration of this Agreement (without the grant of a renewal franchise), Franchisee and its owners agree that neither they nor any member of their Immediate Families will have any direct or indirect, controlling or non-controlling interest as an owner, whether of record, beneficial, or otherwise, or perform services as a director, officer, manager, employee, consultant, representative, or agent, in any Competitive Business located or operating: (i) at the Franchised Restaurant's site; or (ii) within five (5) miles of the Franchised Restaurant's site; or (iii) within three (3) miles of another CAPRIOTTI'S Restaurant in operation or under construction on the later of the effective date of termination or expiration

or the date on which the restricted person begins to comply with this Section, provided that this restriction does not prohibit ownership of shares of a class of securities publicly-traded on a United States stock exchange representing less than three percent (3%) of the number of shares of that class of securities issued and outstanding.

Franchisee, each owner, and their Immediate Families will each be bound by these competitive restrictions for two (2) years beginning on the effective date of this Agreement's termination or expiration. However, if a restricted person does not begin to comply with these competitive restrictions immediately, the two (2) year restrictive period for the non-compliant party will not start to run until the date on which that party begins to comply with the competitive restrictions (whether or not due to the entry of a court order enforcing this provision). The running of the two (2) year restrictive period for a restricted person will be suspended whenever that restricted person breaches this Section and will resume when that person resumes compliance. These restrictions also apply after transfers and other events, as provided below. Franchisee (and its owners) expressly acknowledges that it (and they) possesses skills and abilities of a general nature and has other opportunities for exploiting these skills. Consequently, Franchisor's enforcing the covenants made in this Section will not deprive Franchisee (and its owners) of personal goodwill or the ability to earn a living.

7. Obligations of Franchisor. Franchisor agrees:

• 7.1 To make available to Franchisee the benefit of its knowledge and experience in the installation, commencement and operation of the System.
• 7.2 To make available to the Franchised Restaurant the benefit of its knowledge and experience in: (i) selection and installation of equipment and furnishings; (ii) appropriate décor and restaurant layout; (iii) purchase, location and installation of signs identified with the operation of the Franchised Restaurant; and (iv) the System. Franchisee shall pay Franchisor a one-time nonrefundable Development Services Fee ("Development Services Fee") in the amount of TEN THOUSAND Dollars ($10,000.00) to be paid simultaneously with the execution of this Agreement for Franchisor's assistance with these matters.
• 7.3 To render advisory service regarding the operation of the Franchised Restaurant, including handling products and services in accordance with the System and Manual, and guidance on the operation of the Franchised Restaurant.
• 7.4 To provide quality control by conducting random, unannounced inspections of the Franchised Restaurant to ensure quality of products and services.
• 7.5 To provide electronic access to the Manual after this Agreement has been signed. If a paper copy is required, one (1) will be loaned to Franchisee for a non-refundable fee of one thousand dollars ($1,000.00) and must be returned upon termination of the franchise relationship.
• 7.6 Except to the extent Franchisor determines to train Franchisee through virtual learning, e-learning, and distance learning, as provided in Section 8.20, to provide Franchisee with inperson training in Las Vegas and supervision and assistance to Franchisee and its employees at the Franchised Restaurant around the opening of the Franchised Restaurant ("Pre-Opening Event").
• 7.7 To assist in the set-up of the accounting system to be utilized by the Franchised Restaurant, as Franchisee is required to use Franchisor's chart of accounts.

• 7.8 To review monthly reports and other information of the Franchised Restaurant as may be required by Franchisor.
• 7.9 To render advisory services regarding advertising, promotional plans, and materials for local advertising.

Source: Item 22 — CONTRACTS (FDD page 73)