What is a prospective Cicis franchisee acknowledging when they initial the statement regarding influences on their decision to purchase the franchise?

ATTACHMENT C TO FRANCHISE AGREEMENT

FRANCHISEE LEASE RIDER

This Lease Rider (this "Rider") is executed as of the day of, 20, by and between, as landlord ("Landlord") and, as tenant ("Franchisee"), as a Rider to that certain lease for the premises located at (the "Premises"), dated as of ("the Lease"). This Rider is hereby incorporated into, and made a part of, the Lease. WHEREAS, Franchisee has executed or intends to execute a Franchise Agreement (the "Franchise Agreement") with On Smile LLC, a Delaware limited liability company (along with any successor franchisor of CiCi's restaurants ("Franchisor"), for the operation of a CiCi's restaurant ("Restaurant") at the Premises, and as a requirement thereof, the Lease must include the provisions contained in this Rider; and

WHEREAS, Landlord and Franchisee agree that the terms contained herein shall supersede any terms to the contrary set forth in the Lease;

NOW THEREFORE, in consideration of mutual covenants set forth herein, the execution and delivery of the Lease, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Franchisee hereby agree as follows:

• 1. The effectiveness of the Lease is contingent upon Franchisor's approval of the Premises and the form of the Lease. To the extent permitted under applicable law, Franchisor is a third-party beneficiary of all of the rights and privileges set forth in this Rider, and it is intended by Landlord and Tenant that Franchisor will be entitled to enforce this Rider, provided, however, Franchisor does not assume any duties, obligations, or liabilities under this Rider or the Lease unless agreed to in writing by Franchisor.
• 1. The Premises may be used only for the purpose of operating a CiCi's restaurant, with the ancillary carry-out food service, curbside pickup and use of video games and vending machines and for no other purpose. Franchisee may operate CiCi's Restaurants at any other location without Landlord's approval.
• 1. Franchisor, its personnel or agents, for a period of up to thirty (30) days after the expiration or sooner termination of the Lease or the Franchise Agreement, may enter the Premises for itself or on behalf of Franchisee to de-identify the Premises as a Restaurant, which may include the removal of signs, decor and materials displaying any marks, designs or logos owned by Franchisor or its affiliates. This right includes the right to remove exterior signs and awnings from the Premises and any Shopping Center pylon or monument sign, interior signs, decor items, and materials displaying any marks, designs, or logos owned by Franchisor and all other items identifying the Premises as a Cicis Restaurant. In addition, Franchisor may make such other modifications (such as repainting) as are reasonably necessary to protect the Cicis system signs, marks, and intellectual property rights.
• 1. If Franchisee has an obligation to continuously operate its business at the Premises, Franchisee may cease operating for up to sixty (60) days, from time to time, to perform repairs, enhancements or renovations, as required by the Franchise Agreement.
• 1. Notwithstanding any provision herein to the contrary, Franchisee or Franchisor (should it assume the Lease in accordance with Paragraph 10(c) below) shall have the absolute right, whether or not

the Franchisee is in default under the Lease, upon thirty (30) days prior written notice to Landlord, to sublet, assign or otherwise transfer its interest in the Lease to Franchisor or Franchisor's affiliate, as the case may be, or to any entity with which Franchisor may merge or consolidate, or to any person or entity which is an authorized franchisee of Franchisor (each, a "Permitted Assignee"), without Landlord's consent. Following such an assignment, a Permitted Assignee also may sublet, assign or otherwise transfer its interest in the Lease to another Permitted Assignee without the consent of Landlord. There will be no fee or expense charged in connection with such transfers.

Landlord and Franchisee acknowledge and agree that a Permitted Assignee will assume all of Franchisee's obligations under the Lease arising as a result of events, acts or omissions occurring from and after the date of assignment. In the event that Franchisee is in default of its obligations under the Lease as of the effective date of the assignment to a Permitted Assignee: a) the Permitted Assignee shall be obligated to cure such default, but only to the extent such default accrued not more than thirty (30) days prior to the date Franchisor received notice of such default from Landlord; and b) Landlord may pursue, or continue to pursue, a claim for damages under the Lease against Franchisee, but will have no rights to terminate the lease or to disturb the quiet possession of the Leased Premises by the Permitted Assignee.

• 1. Landlord agrees to indemnify and hold harmless the Tenant from any and all claims, damages, fines, judgments, penalties, causes of action, liabilities or losses (including, without limitation, any and all sums paid for settlement of claims, attorneys fees, consultant and expert fees) arising during or after the Lease Term from or in connection with the presence, suspected presence, use, generation, storage, release or disposal of hazardous substances (whether caused by Landlord or by any prior owner or operator of the Premises or the Shopping Center) unless the hazardous substances are present solely as the result of negligence, willful misconduct or other acts of Tenant. Without limitation of the foregoing, this indemnification shall include any and all costs incurred due to any investigation of the site or any required repair, cleanup, removal, detoxification, restoration or closure mandated by federal, state or local agency or political subdivision. This indemnification shall specifically include any and all costs due to hazardous substances which flow, migrate or percolate into, onto or under the Premises or Shopping Center after the Commencement Date.
• 1. Landlord hereby represents and warrants that it holds fee simple title to the Premises and has all requisite right, power and authority to lease the Premises to Franchisee. Landlord hereby agrees to obtain a non-disturbance agreement for the benefit of Franchisee: a) from the holder of any mortgage/deed of trust as of the date of the Lease; and b) as a condition to Franchisee's subordination to any mortgage/deed of trust granted after the date of the Lease.
• 1. In the event the Premises is part of a Shopping Center, Landlord agrees not to construct or change any improvements or landscaping in any manner which would impair the visibility of or access to the Premises, or the amount of parking available for use by Franchisee.
• 1. Copies of all notices required or permitted by the Lease shall also be sent to Franchisor at 13355 Noel Road, Suite 1645, Dallas, Texas 75240, Attn: Real Estate, or such other address as Franchisor may locate its Restaurant Support Center, at the same time notice is provided to Franchisee. The manner of delivery and the effectiveness of such notices shall be governed by the notice provisions in the Lease, provided that, in no event shall e-mail notifications be effective as against the Franchisor.
• 1. Termination of Franchisee's franchise agreement shall constitute a non-curable default under the Lease. Upon Franchisor's receipt of written notice of Franchisee's breach of the Lease, Franchisor, after written notice to Franchisee and Landlord, may (but shall not be obligated) elect to cure any breach of the Lease. In the event Franchisor elects to cure or Franchisor notifies Landlord that the

Franchise Agreement has been terminated, then Franchisor, at its sole election, may take one or all of the following actions:

• (a) Remove and evict Franchisee from the Premises, after obtaining, Landlord's assignment of Landlord's rights under the Lease for the eviction and removal of the Tenant from the Premises and Landlord will cooperate with Franchisor to pursue such action to a conclusion.
• (b) Perform the terms of the Lease on behalf of the Tenant (notwithstanding any removal or eviction of Tenant) for a period not to exceed six months from the first date of any cure by Franchisor for which Franchisor will remain liable, without assuming the Lease; or
• (c) At any time within or at the conclusion of such six-month period, assume the Lease for the remainder of the current term, together with the right to exercise any applicable renewal options. In such event, Landlord and Franchisor will enter into a commercially reasonable agreement to document such assumption. Franchisor is not a party to the Lease and will have no liability under the Lease unless the Lease is assigned to, and assumed by, Franchisor as herein provided.
• 1. Tenant may change its trade name if a majority of the restaurants presently being operated as "CiCi's Pizza" change their trade name for any reason.
• 1. Regardless of any designated Shopping Center business hours, only Franchisor will have the right to diminish or extend Tenant's business hours, which initially are Sunday to Thursday, 11:00 a.m. to 10:00 p.m. and Friday/Saturday, 11:00 a.m. to 11:00 p.m.
• 1. Landlord shall at all times maintain a policy of commercial general liability insurance in an amount of not less than $1,000,000 together with an "all risks" policy of casualty insurance covering the Shopping Center and related improvements for not less than the full replacement cost thereof, and all insurance policies shall be underwritten by companies rated "A-" or better by Best's Insurance.
• 1. Landlord shall not add to or diminish the area of the Shopping Center or the common areas thereof if such action would increase Tenant's obligations under the Lease or decrease Tenant's rights thereunder.
• 1. Landlord will assist Tenant in obtaining all necessary permits and governmental approvals for the operation of its business at the Leased Premises, including any signage permitted under the Lease and this Rider.
• 1. Landlord must maintain in good working order (i) the Shopping Center (other than leased tenant spaces), including the Common Areas and other improvements; (ii) the roof, foundation, exterior walls and other load-bearing elements of the Leased Premises (but not any exterior plate glass or exterior doors which will be Tenant's responsibility); (iii) any condition to the Leased Premises caused by any act or omission of Landlord or its contractors, employees or agents; and (iv) all utility lines and sprinkler systems to the point of entry to the Leased Premises and all such lines, pipes or conduits within the Leased Premises if serving more than the Leased Premises or covered by structural elements of the Leased Premises not constructed by Tenant.
• 1. Tenant may grant a mortgage or other security interest in all or part of Tenant's property ("Tenant's Property") located within the Leased Premises (including Tenant's trade fixtures). Landlord agrees that its lien against Tenant's Property (whether by statute or under the terms of the Lease or otherwise) will be subject to and subordinate to the security interest of Tenant's lender. Landlord must

execute and deliver to Tenant any subordination documents reasonably requested by Tenant's lenders within fifteen (15) days after Landlord receives the subordination documents.

• 1. Notwithstanding anything to the contrary in the Lease or this Rider, if Tenant is interrupted (each, an "Interruption Event") from operating its business in the Leased Premises due to any act or failure to act of Landlord, or its agents, employees or contractors, including but not limited to cessation of utilities or remediation of any environmental condition or any testing in connection with any environmental condition or possible environmental condition, (but excluding a casualty event covered in the Lease) the following will apply: (i) Tenant must give Landlord prompt written notice of any Interruption Event; (ii) Landlord must immediately commence efforts to cure the Interruption Event; (iii) if the Interruption Event remains uncorrected for more than twenty four (24) hours then rent due under the Lease will abate during the existence of the Interruption Event; and (iv) if the Interruption Event remains uncorrected for more than thirty (30) days then Tenant may terminate the Lease upon written notice to Landlord.
• 1. Landlord must obtain and deliver to Tenant within thirty (30) days after the Lease Execution Date an agreement ("Non-Disturbance Agreement") with the holder of any existing mortgage, deed of trust, ground lease or other security instrument (any one or more, an "Encumbrance") affecting the Shopping Center, in a form reasonably satisfactory to Tenant containing the following provisions (the "Non-Disturbance Provisions"): (i) the Lease and Tenant's rights under the Lease will not be disturbed by any foreclosure or termination action so long as Tenant is not in default under the Lease beyond all applicable notice and opportunity to cure periods; (ii) Tenant will not be joined in any foreclosure or termination action related to the Encumbrance; and (iii) the Lease will automatically become a direct lease between any successor to Landlord's interest, as landlord, and Tenant. In addition, the Lease will not become subordinate to any subsequent Encumbrance affecting the Shopping Center unless and until Landlord obtains from the holder of the Encumbrance an agreement containing the Non-Disturbance Provisions.
• 1. If Landlord defaults in its obligations under the Lease, Tenant must give written notice of the default to Landlord and Landlord will have thirty (30) days thereafter to cure the default; provided, however, if Landlord's default cannot be cured solely by the payment of money and more than thirty (30) days is required to complete the cure of such default, then Landlord will not be deemed to be in default if Landlord immediately commences the cure and diligently and continuously prosecutes such cure beyond the expiration of the initial thirty (30) day period, but in no event in excess of ninety (90) days. If Landlord remains in default under the Lease, then Tenant may, in addition to any other remedies it may have, perform the obligation of Landlord. Any reasonable expenses incurred by Tenant in connection therewith must be reimbursed by Landlord within thirty (30) days after Landlord's receipt of written invoice for Tenant's expenses. If Landlord fails to timely reimburse the foregoing amount, then Tenant may offset the invoiced amount against its next rent payment.
• 1. Notwithstanding anything to the contrary in the Lease or this Rider if any portion of the Leased Premises is: (i) destroyed by fire or other casualty not caused by Tenant and the repairs to any such damage are reasonably expected to take longer than one hundred twenty (120) days to complete; or (ii) taken by an authority having the power of eminent domain, then Tenant may terminate the Lease by written notice to Landlord within thirty (30) days such damage or condemnation.
• 1. Subject to the rights of tenants under existing leases as of the Effective Date, no part of the Shopping Center may be leased, sold or used for: (a) an establishment that derives more than fifty percent (50%) of its gross revenues from the sale of alcoholic beverages for on-premises consumption; (b) a health club, gymnasium, weight loss clinic, diet center or other similar type of user of two thousand (2,000) square feet or more; (c) a car dealership, rental or leased car business or any other like business which shall store

or shuttle automobiles; or (d) a theater, bingo parlor or other place of gambling (whether legal or illegal) or any sexually-oriented business.

• 1. Common Area maintenance ("CAM") costs, if any, must not include the depreciation of any buildings or equipment, leasing commissions, legal expenses related to the making or enforcement of other leases, mortgages, ground rents or increases, Landlord's executive salaries, the cost of constructing, replacing or improving any part of the Shopping Center or the Common Areas, or any other cost properly chargeable to a capital account under generally accepted accounting principles. Tenant's pro rata share of CAM, tax and insurance costs will be based on the total leaseable square footage in the Shopping Center. The total amount of CAM costs paid by Tenant in any Lease year shall not increase more than five percent (5%) over the total amount so paid by Tenant for the previous Lease year on a non-cumulative basis. Tenant shall have the right, upon at least five (5) days prior notice to Landlord, to inspect and audit Landlord's books and records ("Accounting Records") regarding CAM costs and taxes and insurance premiums charged as additional rent under the Lease. Tenant will have the right to make copies of any Accounting Records, but shall not knowingly disclose such information to other tenants. Landlord shall maintain the Accounting Records for at least three (3) years following the accounting year to which such records pertain. If Tenant's audit discloses that its share of the foregoing expenses has been overstated, then Landlord shall promptly pay to Tenant the amount of any overpayment together with the reasonable cost of its audit if Tenant's share was overstated by five percent (5%) or more.
• 1. Landlord represents and warrants to Tenant that, to the best of its knowledge, (a) the Shopping Center complies with all applicable laws, rules and regulations, including those laws relating to accessibility standards under the Americans with Disabilities Act; (b) it is the owner of the real property and improvements commonly known as the Shopping Center; (c) it has the full right and authority to enter into this Lease without any subsequent action and the execution of the Lease, and the performance of Landlord's obligations therein, does not violate any agreement binding on Landlord; (d) that as of the Lease Execution Date, there are no restrictions (including pre-existing tenant exclusives) except those disclosed in writing to Tenant prior to the Lease Execution Date that would prevent Tenant from selling pizza (or any other food item), operating video games or operating vending machines within the Leased Premises. If Landlord breaches any of these representations and warranties then, in addition to any other remedy, Landlord agrees to indemnify and hold Tenant harmless from any loss, cost, expense or damage (including reasonable attorney's fees and court costs) that Tenant may incur as a result of such breach by Landlord.
• 1. Tenant may install, maintain and replace the signs ("Tenant's Signs") in the color, size and other specifications set forth in the Signage Criteria attached to this Lease as Exhibit "___", subject to Tenant's compliance with applicable laws and governmental regulations. Tenant may designate the contractor for fabrication and installation of Tenant's Signs. Landlord will maintain the structural portions of any monument or pylon signage in good condition and will illuminate them daily from dusk to the time Tenant closes its restaurant for the day. If there are no existing monument or pylon signs, Tenant has a first priority right to install its sign panels on such sign when constructed by Landlord. After the expiration or earlier termination of the Lease, Tenant may remove all of Tenant's Signs at its cost and Tenant must repair any damage caused by its removal thereof. Tenant may mark and reserve up to four (4) parking spaces in the immediate vicinity of the Leased Premises for the exclusive use of its "take-out" customers.
• 1. Landlord must deliver to Franchisor a copy of any modification, extension, renewal, recission or amendment to the Lease immediately following execution thereof.
• 1. Tenant shall have the exclusive right to sell pizza for on or off premises consumption (the "Exclusive Right") within the land, buildings, common areas and improvements commonly known as the Shopping Center. During the term of the Lease, no part of the Shopping Center may be leased, sold, used

or occupied for the Exclusive Right other than (a) the Leased Premises; or (b) any portion of the Shopping Center leased and occupied by another tenant of Landlord whose existing lease expressly permitted such use.

1. In the event of any conflict between this Rider and the Lease, the terms of this Rider shall control, and the Lease may not be modified or amended in any manner inconsistent with the terms of this Rider.

LANDLORD:

ATTACHMENT D TO FRANCHISE AGREEMENT

REPRESENTATIONS AND ACKNOWLEDGMENT STATEMENT

DO NOT SIGN THIS QUESTIONNAIRE IF YOU ARE LOCATED, OR YOUR RESTAURANT WILL BE LOCATED IN: ILLINOIS, INDIANA, MARYLAND, OR VIRGINIA.

The purpose of this Statement is to demonstrate to On Smile LLC ("Franchisor") that the person(s) signing below ("I," "me" or "my"), whether acting individually or on behalf of any legal entity established to acquire the area development and/or franchise rights ("Franchisee"), (a) fully understands that the purchase of a Cicis Buffet Restaurant or Cicis To Go Restaurant franchise is a significant long-term commitment, complete with its associated risks, and (b) is not relying on any statements, representations, promises or assurances that are not specifically set forth in Franchisor's Franchise Disclosure Document and Exhibits (collectively, the "FDD") in deciding to purchase the franchise.

In that regard, I represent to Franchisor and acknowledge that:

I understand that buying a franchise is not a guarantee of success. Purchasing or establishing any business is risky, and the success or failure of the franchise is subject to many variables such as my skills and abilities (and those of my partners, officers, employees), the time my associates and I devote to the business, competition, interest rates, the economy, inflation, operation costs, location, lease terms, the market place generally and other economic and business factors. I am aware of and am willing to undertake these business risks. I understand that the success or failure of my business will depend primarily upon my efforts and not those of Franchisor. INITIAL: I received a copy of the FDD, including the Franchise Agreement and Area Development Agreement, at least 14 calendar days before I executed the Franchise Agreement and/or the Area Development Agreement, as applicable. I understand that all of my rights and responsibilities and those of Franchisor in connection with the franchise are set forth in these documents and only in these documents. I acknowledge that I have had the opportunity to personally and carefully review these documents and have, in fact, done so. I have been advised to have professionals (such as lawyers and accountants) review the documents for me and to have them help me understand these documents. I have also been advised to consult with other franchisees regarding the risks associated with the purchase of the franchise. INITIAL: Neither the Franchisor nor any of its officers, employees or agents (including any franchise broker) has made a statement, promise or assurance to me concerning any matter related to the franchise (including those regarding advertising, marketing, training, support service or assistance provided by Franchisor) that is contrary to, or different from, the information contained in the FDD. INITIAL:

| My decision to purchase the franchise has not been influenced by any oral representations, assurances, warranties, guarantees or promises whatsoever made by the Franchisor or any of its officers, employees or agents (including any franchise broker), including as to the likelihood of success of the franchise. | INITIAL: |

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