es) is delinquent in payment of any amounts guaranteed hereunder, that no dividends or distributions may be made by such Guarantor (or on such Guarantor's account) to its owners, accountholders or beneficiaries or otherwise, for so long as such delinquency exists, subject to applicable law.

IN WITNESS WHEREOF, each of the undersigned has affixed his or her signature on the same day and year as this Guaranty and Assumption of Obligations was executed.

EXHIBIT D-1 DEVELOPMENT INCENTIVE PROGRAM ADDENDUM

(Area Development Agreement)

DEVELOPMENT INCENTIVE PROGRAM ADDENDUM

(Area Development Agreement)

On Smile LLC ("we") and the "Developer" identified below ("you" and, together with us, the "Parties") execute this Development Incentive Program Addendum (the "Addendum") to supplement and amend that certain Area Development Agreement they have executed immediately prior to the execution of this Addendum (as it might have otherwise been amended, the "Development Agreement"). The "Effective Date" of this Addendum is the Effective Date of the Development Agreement. Capitalized terms used but not defined in this Addendum have the meanings given them in the Development Agreement. For valuable consideration, receipt and sufficiency of which are acknowledged, the Parties agree as follows:

• 1. Approval to Participate in Development Incentive Program. In the Development Agreement, you have agreed to develop or cause your affiliates to develop, in each case pursuant to individual Franchise Agreements, at least five (5) Cicis Pizza Restaurants. In light of your acquisition of the Development Rights and your agreement to remain in good standing (as defined below), we have agreed to allow you to participate in our Development Incentive Program (the "Program") with respect to the Development Agreement and Franchise Agreements that you or your affiliates execute pursuant to the Development Agreement from and after the Effective Date of this Addendum (the "Qualifying Franchise Agreements"). We may revoke your participation in the Program if, at any time, we determine that you no longer qualify to participate.
• 1. Reduction of Development and Initial Franchise Fees. Section 3 of the Development Agreement is supplemented and amended by adding the following to the end of the Section:

While you are approved to participate in the Program and provided you and your affiliates remain in good standing, we agree that the Development Fee will be reduced to $10,000 times the total number of Restaurants to be developed hereunder, and the Initial Franchise Fee under each Qualifying Franchise Agreement shall be reduced to $10,000. We reserve the right to revoke the foregoing reductions at any time you are no longer approved to participate in the Program or you cease to be in good standing, in which case, you will pay us the balance of the full Development Fee and Initial Franchise Fees which, absent the foregoing reductions, are required under the Development Agreement and Qualifying Franchise Agreements, as applicable. "Good Standing" means that you and your affiliates, as applicable, are in compliance with all material obligations under the Development Agreement (including the Development Schedule), all Franchise Agreements between us and you or them, whether or not executed pursuant to the Development Agreement, and all other agreements between us and you or your affiliates. You agree that we will have sole discretion to determine whether particular obligations are "material" for purposes of determining good standing, and our decision will be final.

• 1. Amendment of Qualifying Franchise Agreements. As long as you are approved to participate in the Program (as we determine in our sole discretion), as each Qualifying Franchise Agreement is executed, we and you or your affiliate executing the agreement will also execute an amendment to the agreement in the form attached as Attachment A hereto.
• 1. Construction; Execution.

Source: Item 23 — RECEIPTS (FDD pages 65–263)