What happens after Carvel reviews and accepts a location selected by the franchisee for their Shoppe?

o a management agreement with GoTo Foods for it to provide certain support and services to Carvel franchisees. GoTo Foods may delegate certain of these responsibilities to CL, the previous franchisor of Carvel franchises, or other affiliates. However, we remain responsible for all of the support and services required under the Franchise Agreement.

1. Site Selection Review. We will review the location you select for your Shoppe and accept it if it meets our minimum site criteria, at which point it will become the Accepted Location. You may not acquire the Accepted Location until we have accepted it. If you and we have not agreed on an Accepted Location at the time we sign the Franchise Agreement, you must select a location that complies with our site selection criteria within a geographic area that we specify. For any proposed site, we may require you to obtain a site selection analysis from an Approved Supplier, which may include an analysis of such factors as traffic patterns, demographics, and competitors within the market, and provide us with a copy of this analysis. We estimate the cost for this site selection analysis will be $2,500 to $5,000. We consider the following factors in determining whether to accept sites: population density and demographics, traffic flow, pedestrian traffic counts, visibility, parking, access, household income, and local competition, including other Shoppes. There is no time limit for us to approve or disapprove of a site. (Franchise Agreement, Section 5.1)

While we may assist you in selecting a proposed site, we are not obligated to do so. We or our affiliates typically do not lease or sublease locations for Shoppes, but we may do so from time to time. (Franchise Agreement, Section 5.2)

We expect you to retain an independent expert to evaluate the suitability of a proposed site and to conduct your independent investigation of the site. We disclaim any responsibility for the suitability of the Accepted Location. Our acceptance of the site is based on the site satisfying our minimum site selection criteria only and will not be construed as a representation or warranty that

the Shoppe located at the Accepted Location will be successful. (Franchise Agreement, Section 5.3)

• 2. Site Agreement. You must deliver a copy of the signed lease, sublease, or other rental agreement for the location (the "Lease") or purchase agreement for the location (the "Purchase Agreement" and, collectively with the Lease, the "Site Agreement") to us with all material terms specified therein. You will be solely responsible for negotiation of the terms of the Site Agreement and performance under the Site Agreement. We will have the right, but not the obligation, to review your Site Agreement prior to its execution to verify its compliance with our requirements. (Franchise Agreement, Section 5.4)
• 3. Evaluate Co-branding and Hosted Express Shoppes. We will evaluate any request to (i) co-brand an Express Shoppe with another business, (ii) operate a Hosted Express Shoppe in a Host Facility, or (iii) change the Host Facility for a Hosted Express Shoppe, and you must obtain our consent in connection with your request.
• 4. General Contractor. We will designate or pre-approve one or more licensed and insured general contractors (a "General Contractor") that you must engage, at your own expense, to complete your buildout, unless we, in our sole discretion, agree in writing to accept a General Contractor that you propose. Our designation, pre-approval, or acceptance of a General Contractor will not in any way be our endorsement of such General Contractor or render us liable for such General Contractor's performance. (Franchise Agreement, Section 6.1.A.)
• 5. Architect. We will designate or pre-approve one or more licensed architects (an "Architect") that you must engage, at your own expense, to develop architectural plans, unless we, in our sole discretion, agree in writing to accept an Architect that you propose. Our designation, pre-approval, or acceptance of an Architect will not in any way be our endorsement of such Architect or render us liable for such Architect's performance or such Architect's compliance with professional design standards or adherence to local codes. You also must engage, at your expense, licensed engineers (e.g., mechanical, electrical, plumbing, or structural engineers), as necessary or appropriate. (Franchise Agreement, Section 6.2.A.(i))
• 6. Plans and Build-out. We will provide a sample layout and specifications for the Shoppe. We will review the Architectural Plans developed by your Architect and engineers.

Source: Item 11 — Franchisor's Assistance, Advertising, Computer Systems, and Training (FDD pages 59–74)