What is the consequence if a Cicis franchisee operates at an unapproved location?

vided us with certain supporting materials (the "Application Materials"). We are willing to grant your request on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of their respective undertakings and commitments set forth herein, the receipt and sufficiency of which are acknowledged, you and we agree as follows:

AGREEMENT

1. GRANT

A. Grant of Rights. In reliance on the Application Materials, we hereby grant you the right and license, and you hereby accept the right and obligation, to use the System (including the Marks) to develop, own and operate a Cicis Restaurant, of the type indicated on Attachment A or Attachment A-1 hereto, during the Term (defined below), at the Location (defined below), and strictly and solely in accordance with this Agreement. Your right and obligation to develop, own and operate a Cicis Restaurant is referred to herein as the "Franchise," and the Cicis Restaurant you develop and own under this Agreement is referred to herein as your "Restaurant."

B. Location; Protected Area and Reserved Rights.

(1) Your Restaurant may be developed and operated only at a location upon which you and we agree, in writing (the "Location"). If you and we have agreed upon the Location when this Agreement is executed, it is identified on Attachment A hereto. If you and we have not yet agreed upon the Location, it is your responsibility to secure our agreement as to your Location within 120 days following the Effective Date. You must, at your expense, find and propose to us a location within the geographic area described on Attachment A ("Designated Area") that you believe meets our then-current site criteria and to submit any information about the location that we request in order to assess your proposal. We may, but will not be required to, conduct an on-site inspection of your proposed location. Should we elect to do so, we will not charge you a fee for conducting the inspection, but you must reimburse all costs and expenses we incur in connection with the

inspection. If you choose to continue to pursue a proposed location and we determine that it is appropriate to conduct another on-site inspection, we reserve the right to charge a fee for, and you will reimburse us the costs and expenses associated with, each such inspection.

• (2) If you and we agree after the Effective Date that your proposed location will be the Location, you and we will identify it on Attachment A-1 hereto and will indicate on that attachment (a) whether your Restaurant will be operated as a Cicis Buffet Restaurant or as a Cicis To Go Restaurant, and (b) your Restaurant's Protected Area (defined below). You must sign and deliver to us Attachment A-1 within five (5) days of its delivery to you, failing which, we may revoke our acceptance of the proposed location.

Source: Item 22 — CONTRACTS (FDD pages 64–65)