Does Chicken Guy own all rights to the System?

48 | | 24. | OPTION TO | PURCHASE | 49 | | 25. | RELATIONS | HIP OF THE PARTIES | 52 | | 26. | INDEMNIFIC | CATION | 52 | | 27. | CONSENTS, | APPROVALS AND WAIVERS | 53 | | 28. | NOTICES | | 53 | | 29. | ENTIRE AGI | REEMENT | 54 | | 30. | SEVERABIL | ITY AND CONSTRUCTION | 54 | | 31. | DISPUTES | | 54 | | 32. | MISCELLAN | VEOUS | 57 | | 33. | REPRESENT | TATIONS | 58 | | | EXHIBIT A EXHIBIT B: EXHIBIT C: RIDER 1: | GUARANTEE AND ASSUMPTION OF FRANCHISEE'S OBLI ADDENDUM TO LEASE AGREEMENT ACH AUTHORIZATION FORM FRANCHISE AGREEMENT EXPIRATION DATE | GATIONS |

CHICKEN GUY! RESTAURANT FRANCHISE AGREEMENT

THIS AGREEMENT is made as of the Effective Date identified on the attached Data Sheet (the "Effective Date") by and between Chicken Guy (Franchisor), LLC ("Chicken Guy"), a Florida limited liability company, and the person(s) or entity identified on the attached Data Sheet ("Franchisee").

RECITALS:

As a result of the expenditure of time, skill, effort and money, Chicken Guy has developed and owns a unique and distinctive system ("System") relating to the development, establishment and operation of fast casual restaurants ("Chicken Guy! Restaurants").

The distinguishing characteristics of the System include, without limitation, uniform and distinctive exterior and interior design and layout, including specially designed décor and furnishings; special recipes and menu items; procedures and techniques for food and beverage preparation and service; automated management information and control systems for inventory controls, cash controls and sales analysis; technical assistance and training through course instruction and manuals; and advertising and promotional programs. The System and its components may be changed, improved and further developed by Chicken Guy from time to time.

Pursuant to a License Agreement with Chicken Concept, LLC ("Licensor"), Chicken Guy has the right to use, and permit its franchisees to use, the name and mark "Chicken Guy!" in addition to certain related trademarks, service marks and other commercial symbols.

Chicken Guy identifies the System by means of the "CHICKEN GUY!" name and mark and certain other names, marks, logos, insignias, slogans, emblems, symbols and designs (collectively "Proprietary Marks"), which Chicken Guy has designated, or may in the future designate, for use with the System. The Proprietary Marks used to identify the System, including the principal Proprietary Marks, may be modified by Chicken Guy and/or its affiliates from time to time.

Chicken Guy continues to develop, use and control the use of these Proprietary Marks in order to identify to the public the source of services and products marketed under the Proprietary Marks and the System and to represent the System's high standards of quality, appearance and service.

Franchisee desires to obtain a license to use the System and to operate continuously one Chicken Guy! Restaurant ("Franchised Restaurant") at the location specified in the attached Data Sheet or a location approved by Chicken Guy in accordance with this Agreement ("Franchised Location"), subject to the terms and conditions of this Agreement and in strict compliance with the standards and specifications established by Chicken Guy.

Franchisee understands and acknowledges the importance of Chicken Guy's high and uniform standards of quality, operations and service and the necessity of developing and operating the Franchised Restaurant in strict conformity with this Agreement and the Chicken Guy! Operations Manual ("Manual").

Chicken Guy is willing to grant Franchisee a license to operate the Franchised Restaurant at the Franchised Location, subject to the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of Chicken Guy's grant to Franchisee of the right to operate a Franchised Restaurant at the Franchised Location during the term of this Agreement, as well as the mutual covenants, agreements and obligations set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. GRANT OF FRANCHISE

A. Grant.

• (1) Subject to the provisions of this Agreement, Chicken Guy hereby grants to Franchisee the right ("Franchise") to continuously operate the Franchised Restaurant at the Franchised Location and to use the Proprietary Marks in the operation of the Franchised Restaurant. If Chicken Guy has not approved the site for the Franchised Restaurant as of the date of this Agreement, the provisions of Section 3 will apply with regard to Franchisee's selection of a site for the Franchised Restaurant.
• (2) Franchisee may not operate the Franchised Restaurant at any site other than the Franchised Location and may not relocate the Franchised Restaurant without Chicken Guy's prior written consent, which may be withheld by Chicken Guy in its sole discretion.

Source: Item 22 — CONTRACTS (FDD page 50)