What is the Franchisee's business when operating under the Carbones Pizzeria name and marks?

WHEREAS, Franchisee wishes, upon the terms and conditions set forth in this Agreement, to be assisted and trained by Franchisor to engage in the business of operating a restaurant selling pizza and other items under the Names and Marks (the "Franchise"), all in accordance with the Carbone System, it being understood that Franchisee recognizes the importance to Franchisor and to the public of maintaining the distinctive standards, qualities and attributes of a Carbone's Pizza Restaurant, and Franchisee is willing to maintain such standards, qualities and attributes.

NOW, THEREFORE, in consideration of the foregoing recited facts and the mutual agreements and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each party, the parties agree as follows:

1. Grant of Franchise.

• a. Franchisor grants Franchisee a Franchise to use the Carbone System to develop and operate a restaurant selling pizza and other food items under the Names and Marks during the term of this Agreement.
• b. The location of the restaurant to be operated under this Agreement is set forth on the Rider (the "Restaurant") to this Agreement, and such address shall not be changed without the prior written approval of Franchisor.

Franchisee must also obtain Franchisor's prior written approval before offering or selling alcoholic beverages or any beverages that contain THC or cannabis.

Approval by Franchisor of any of the foregoing shall be in its sole and absolute discretion, and may be conditioned upon the satisfaction by Franchisee of various requirements, including completing additional training and obtaining additional insurance as required by Franchisor.

If Franchisor approves of Franchisee selling any of the foregoing items or engaging in any of the foregoing activities, Franchisee shall do so at all times in compliance with Franchisor's standards, as it may determine from time-to-time, and in all events in compliance with applicable law.

9. Use of Name; Changing Name; Indemnification Against Infringement Suits.

a. Franchisee, in the conduct of Franchisee's business, agrees to use only the name "Carbone's Pizzeria". Franchisee shall identify Franchisee's Restaurant as a member

of the Carbone's franchise system. Franchisee agrees that Franchisee will not include any of the Names and Marks in its corporate name nor make any use, direct or indirect, of the names "Carbone's Pizzeria", "Carbone's Pizza" or any other Name and Mark in connection with any other business, that Franchisee will not authorize or attempt to authorize the use of any of the foregoing in any other area and that Franchisee will not permit any other party to use any of the foregoing.

16. Procedures Upon Termination.

Upon termination of this Agreement for any reason whatsoever, all rights and privileges granted by Franchisor hereunder shall immediately terminate, and in such event, Franchisee shall immediately pay to Franchisor all moneys owed to Franchisor, regardless of when due, without offset or reduction of any kind whatsoever. Furthermore, Franchisee shall immediately cease to use, by advertising or otherwise, the names "Carbone's Pizzeria" or "Carbone's Pizza" and any and all other of the Names and Marks. Franchisee shall immediately return to Franchisor all forms, advertising matter, bulletins, procedures, recipes, the Manual and any other manuals provided to Franchisee, and not retain any copies thereof. Franchisee shall in every manner otherwise refrain from performing any act or thing that would indicate that Franchisee is a franchisee of Franchisor. Upon termination for whatever reason, Franchisor shall be free, without any obligations whatsoever to Franchisee, to resell the franchise herein upon such terms and conditions as Franchisor shall desire, and Franchisor shall receive all proceeds of such a sale. Franchisor shall have the right, at the option of Franchisor, to purchase all inventory and usable merchandise identified with the Names and Marks, all of which may be repurchased by Franchisor at the fair wholesale market value thereof. Franchisee agrees that Franchisor may be irreparably harmed in a manner not readily compensated by money damages by any violation by Franchisee of the provisions of this Section, and accordingly Franchisor shall be entitled to injunctive relief from a court of competent jurisdiction to enforce the obligations of Franchisee hereunder, in addition to any other rights Franchisor may have at law or in equity under this Agreement.

Source: Item 23 — RECEIPTS (FDD pages 30–116)