anual; (g) Bookings and Management System Data; (h) Know-How; (i) Confidential Information; and (j) Digital Media. All determinations as to the system including components to the system and modifications and replacements thereto shall be determined by Franchisor in Franchisor's Reasonable Business Judgment.

"System Supplies" means the products, equipment and supplies designated by Franchisor as required for use in connection with Franchisee's Casiola Business and the Approved Services and Products. Without limitation to the foregoing, the System Supplies shall include System branded, non-branded and third party branded equipment and supplies designated by Franchisor for use in the day-to-day operations of Franchisee's Casiola Business including, among other things: Franchisor designated rental property booking platforms, online travel agencies, damage waiver fee agreements and terms, rental and travel insurance products, customer support, invoicing, and management systems, and materials, and other products designated by Franchisor in the Operations Manual and/or otherwise in writing and, as may be modified and supplemented by Franchisor from time to time in Franchisor's Reasonable Business Judgment. System Supplies shall further include those products that Franchisor authorizes for sale to customers of Franchisee's Casiola Business.

"System Website" means the web page and pages located on the world wide web at casiola.com domain and shall further include all webpages and subdomains including, those that are franchisee and/or geography specific, that are a part of casiola.com, or as designated by Franchisor being associated with the URL casiola.com and/or Casiola Businesses.

"Technology Fee" shall have the meaning defined and set forth in Article 5.C. of this Agreement.

"Term" means the period of time set forth and defined in Article 2.B. of this Agreement and the applicable Renewal Term, if any, if Franchisee invokes Franchisee's renewal rights in accordance with the terms of this Agreement.

"Territory" refers to a resort, vacation area, market, and/or geographic area, as determined and designated by Franchisor in Franchisor's Reasonable Business Judgment.

"Trade Dress" means the Casiola Business designs, images, marketing materials, packaging, branding and/or branding images which Franchisor authorizes and requires Franchisee to use in connection with the operation of the Franchised Business and as may be revised and further developed by Franchisor from time to time.

"Training Program" shall have the meaning defined and set forth in Article 4.A. of this Agreement.

"Transfer" means and shall include, without limitation, the following, whether voluntary or involuntary, conditional or unconditional, and/or direct or indirect: (a) an assignment, sale, gift, transfer, pledge or subfranchise; (b) the grant of a mortgage, charge, lien or security interest, including, without limitation, the grant of a collateral assignment; (c) a merger, consolidation, exchange of shares or other ownership interests, issuance of additional ownership interests or securities representing or potentially representing ownership interests, or redemption of ownership interests; (d) a sale or exchange of voting interests or securities convertible to voting interests, or an agreement granting the right to exercise or control the exercise of the voting rights of any holder of ownership interests or to control the operations or affairs of

Franchisee; and/or (e) the legal and/or equitable transfer and/or sale of an Owner's interests and/or voting rights in Franchisee.

"Transfer Fee" shall have the meaning defined in Article 14.C.(11) of this Agreement. The Transfer Fee is a fixed sum of $10,000.

"User Networks and Processing Systems" booking platforms, online travel agencies, payment processing systems, third party owned technology platforms, and Franchisor and/or Franchisor affiliate owned technology platforms that facilitate the bookings, payment processing, automation, and other processes and service systems associated with offering and/or providing the Approved Services and Products.

"User Network and Processing System Fees" means fees and expenses, as designated and determined by Franchisor in Franchisor's Reasonable Business Judgment, charged to end-user guests and property owners in connection with the accessing and/or utilizing the Approved Services and Products including, but not limited to booking fees charged to end-user customers for accessing and/or utilizing the System booking system, and payment processing fees.

"Wind-Down Activities" means the performance of Approved Services and Products on behalf of customers of the Franchised Business and end-user property rental customers that are the subject of a Rental Agreement entered into prior to the expiration and/or termination of the Franchise Agreement and requiring performance of the Approved Services and Products after expiration and/or termination of the Franchise Agreement.

ARTICLE 2 GRANT OF FRANCHISE

2.A. GRANT OF FRANCHISE

Franchisee has requested that Franchisor grant to Franchisee the non-exclusive license and right to develop, own and operate a Casiola Business within a specified territory. In reliance on the representations made by Franchisee and/or Franchisee's Owners in any submitted application and during the application process and subject to the terms and conditions of this Agreement, Franchisee's request has been approved by Franchisor, subject to the following terms and conditions:

• (1) During the Term of this Agreement and subject to the rights of Franchisor including, but not limited to, the Reserved Rights, Franchisor grants to Franchisee and Franchisee accepts, the non-exclusive license, right and obligation to develop and operate a Casiola Business within the Operating Market designated and set forth in Schedule 1 of this Agreement (the "Operating Market"). If Schedule 1 does not specifically identify and designate an Operating Market, and/or if Schedule 1 is not signed by Franchisor, the Operating Market shall be determined by Franchisor in Franchisor's Reasonable Business Judgment;
• (2) The Operating Marketshall be comprised of a Territory and if, at the time of signing this Agreement, Franchisor and Franchisee agree to supplement the size of Franchisee's Operating Market by adding an Additional Territory or Additional Territories, the Additional Territory or Additional Territories shall be included within the Operating Market identified in Schedule 1 and shall be quantified in Schedule 2 for purposes of calculating the Initial Franchise Fee and other obligations under this Agreement;
• (3) Franchisee's Administrative Office and Administrative Office location must meet Franchisor's standards and specifications and be approved by Franchisor;

• (4) Franchisee may only operate the Franchised Business within Franchisee's Operating Market and, without limitation to the foregoing, Franchisee may only offer and sell the Approved Services and Products within Franchisee's Operating Market from Franchisor designated and authorized Service Vehicles, the System standards designated by Franchisor, and in accordance with the requirements designated by Franchisor in the Operations Manual;

Source: Item 23 — RECEIPTS (FDD pages 47–209)