Does the Chesters FDD include the full Chesters Restaurant Agreement?

[Item 23: **RECEIPTS]

• 1. Chester's System.

We have developed and own a distinctive system (the "Chester's System") for establishing and operating quick-service restaurants and "grab-n-go" concepts, including distinctive design, color schemes and layout; a special selection of menu items; procedures and techniques for food preparation, packaging, and presentation; methods of inventory and operation; and distinctive advertising and promotional programs; all of which we may change and further develop from time to time.

We identify the Chester's System by certain trademarks and logos, including CHESTER'S® ("Marks").

You desire to operate a restaurant under the Chester's System and to obtain a license from us for that purpose.

• 1. License Grant.

We hereby grant you the right and license, and you undertake the obligation, to operate a CHESTER'S restaurant at the Location (the "Restaurant") for the term specified below in association with the Marks and in compliance with the Chester's System.

This license is non-exclusive.

You have no territorial protection.

We and our affiliates reserve the right at all times during this Agreement's term to engage in any and all activities that we deem appropriate, at any time or place, without any restrictions.

• 1. Term. This Agreement's term is five (5) years from the Effective Date.

You agree to operate the Restaurant for the full five (5) year term.

We and you may renew or extend the license at the end of the five (5) year term only upon mutual written consent, which neither party is required to give.

We will not consent to any renewal or extension (if we otherwise are inclined to grant a renewal or extension) unless you (a) correct any deficiencies in your operation of the Restaurant that we identify and (b) upgrade, remodel and redecorate the Restaurant's premises as we specify to conform to the current image of a Chester's Restaurant and the Chester's System.

• 1. Our Advice and Assistance.

We will provide an initial brand standard training program at the Location to instruct you and your employees on proper Restaurant procedures and techniques.

Branded Items.

All advertising and promotional materials, signs, decorations, paper goods (including disposable food containers, napkins, and menus), forms, stationery, and other items used in connection with the Restaurant's operation must bear the Marks in the form, color, location, and manner we specify.

If, at any time, we modify our standards for the Restaurant (to include remodeling or modernization measures) related or pertaining to signage, equipment (which may include the Chester's POS System), inventory, fixtures, accessory features, furnishings, design, layout, or maintenance (the "Modifications"), you agree to comply with and complete the Modifications within the timeframe we specify.

Inspections.

We and our agents or other designated third-party representatives acting on our behalf have the right to enter the Location at any time during regular business hours (which you must provide to your Chester's Representative at the time of opening) to conduct inspections.

You agree to cooperate with our representatives during those inspections.

We have the right to conduct additional in-Restaurant visits if the Restaurant fails any inspection surveys, the Restaurant is temporarily closed, or you interfere with the inspection process.

We have the right to charge you $300 for each required revisit.

Payment is due by credit card or ACH transfer upon delivery of notice to you.

Upon the third failed in-Restaurant inspection survey, we reserve the right to terminate this Agreement, at which time your post-term obligations will commence as stated in Section 20 of this Agreement.

Use of Marks.

You may use only the Marks we designate and may use them only in the manner we authorize.

You must obtain our prior written approval of all your proposed uses of the Marks.

Your right to use the Marks ends automatically when this Agreement expires or is earlier terminated.

We own all of the Marks and the goodwill associated with them and have the sole right to protect and defend them as we deem appropriate.

Competitive Business.

In this Agreement, the term "Competitive Business" means any (a) business preparing and selling to customers breaded chicken products or the other types of products (e.g., "sides" such as potato wedges) that we require the Restaurant to prepare and sell as of the Effective Date, including, but not limited to, such businesses as Charley Biggs, Champs Chicken, Krispy Krunchy Chicken, Cooper's Express, Broaster Chicken, and Chicken King, (b) business that includes a "Restaurant-in-Store" unit where the Restaurant-in-Store unit derives more than twenty-percent (20%) of its revenue from selling chicken, or (c) business granting franchises or licenses to others to operate the types of businesses described in clauses (a) or (b), other than a CHESTER'S Restaurant operated under an agreement with us.

During this Agreement's term, you agree that neither you nor your owners will have any direct or indirect, controlling or non-controlling interest as an owner in, or perform services as a director, officer, manager, employee, consultant, representative, or agent for, a Competitive Business at the Location or within a five (5)-mile radius from the Location.

• 1. Advertising. You must advertise the Restaurant, at your own expense, on a reasonable number of DOT signs on nearby interstates. However, if no such DOT signs are available for such advertising activities as of this Agreement's Effective Date, you need not conduct this type of advertising until the DOT signs become available. We and you periodically will discuss and reasonably determine the availability of DOT signs for advertising. Regardless of where you operate your Restaurant, we may review and approve (or disapprove) all advertising and promotional materials you propose to use that we have not prepared for CHESTER'S Restaurants and sent you (and for which we charge you the fees specified in Section 5(b) above). You may not use any advertising or promotional materials that we have not approved or have disapproved. You may not develop, maintain, or authorize any website that mentions the Marks. You may not misrepresent Chester's products in any advertising, including representing or giving a reasonable person the reason to believe that Chester's products are Halal or Kosher whether or not any component of a Chester's product may be considered Halal or Kosher.
• 1. Insurance. You must obtain and maintain the types and amounts of insurance coverage appropriate in your market for the Restaurant's business activities, which must include at least $1 million per occurrence and $2 million in the annual aggregate of comprehensive general liability coverage, Workers' Compensation coverage providing benefits, as required by applicable law, and Employers' Liability coverage with a limit of not less than $1 million each accident, including occupational disease coverage. Your comprehensive general liability policy must name Chester's International, LLC as an additional insured and provide for a waiver of su

Notwithstanding anything to the contrary herein, if you are unable fulfill your obligations in this Agreement herein due to an FME, we agree to engage in good faith discussions to come to a mutually acceptable resolution; provided that if the parties are unable to mutually agree on a resolution within 45 days of entering into such discussions, we may terminate the Agreement effective immediately.

In no case may an FME last more than 180 days.

Post-Term Obligations.

When this Agreement expires or is terminated, you must immediately stop operating the Restaurant under the Chester's System and Marks; not thereafter represent to the public or hold yourself out as a present or former licensee of ours; immediately and permanently stop using any confidential methods, procedures, and techniques associated with the Chester's System and Marks; follow our instructions to de-identify the Restaurant from the Chester's System within the timeframe we specify; promptly pay all monies due to us and our affiliates; immediately deliver to us (at no cost to us) all Manuals, brochures, invoices, and other materials bearing the Marks.

You will have 30 business days to show that you have completed all payment and Restaurant-specific physical de-branding obligations (the other obligations are immediate and continuing).

If you fail to comply with the payment and Restaurant-specific physical de-branding obligations within 30 business days, you must pay us a $10,000 fee.

Payment is due by credit card or ACH transfer.

If you fail to comply with your de-branding obligations within the aforementioned timeframe, you agree to permit our third-party agent access to your premises to remove Chester's Marks from the Location.

All of our and your (and your owners) obligations under this Agreement which expressly or by their nature survive this Agreement's expiration or termination will continue in full force and effect subsequent to and notwithstanding its expiration or termination and until these obligations are satisfied in full or by their nature expire.

Paying Taxes.

You must promptly pay when due all taxes incurred in operating the Restaurant.

You agree to notify us in writing within 10 days after the commencement of any action, suit, or proceeding that may adversely affect the Restaurant's operation or financial condition or the Marks.

Indemnification.

Source: Item 22 — **CONTRACTS (FDD page 48)