Under what conditions is a franchisee granted the right and license to use the Cicis System and Marks?

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. If you and we are unable to agree upon the proposed location, the type of Cicis Restaurant that will be developed, and the Protected Area, you must locate and propose to us a different location within the Designated Area. This Agreement does not grant you any exclusivity with respect to the Designated Area. Our willingness to agree to your proposed Location means only that it meets the criteria that we have established solely for our own purposes, which may be different than your own. Even if we have suggested or assisted you in finding the Location, you may not rely upon our agreement regarding the Location as our representation, promise, warranty, or guarantee that your Restaurant will be profitable or otherwise successful, that the Location satisfies your own requirements, or for any other purpose whatsoever.
• (3) We agree that, except as provided in this Agreement and subject to your full compliance with this Agreement and any other agreement between you or your affiliates and us or our affiliates, we and our affiliates will not, during the Term, establish, or authorize any Person other than you to establish, a Cicis Restaurant identified by the Marks within the area identified on Attachment A or Attachment A-1, as applicable (the "Protected Area").
• (4) We and our affiliates have and retain all rights within and outside the Protected Area that are not expressly and exclusively granted to you under this Agreement and the right to do anything that we have not, in this Agreement, expressly agreed not to do, including the right to do and to authorize others to do the following: (i) establish and operate Cicis Restaurants identified by the Marks at any location outside the Protected Area, including locations that are adjacent or proximate to the Protected Area, (ii) establish and operate Cicis Restaurants identified by the Marks in any Reserved Area (defined below) whether within or outside the Protected Area, (iii) establish and operate restaurants under other trade names, service marks, and trademarks at any location within or outside of the Protected Area, (iv) establish and operate Cicis To Go Restaurants anywhere in world, including within the Protected Area, (v) offer and sell, anywhere in the world (including within the Protected Area) any similar or dissimilar products and services, whether identified by the Marks or by other trademarks, trade names or service marks, through any channel or by any method of distribution other than a full-service Cicis Restaurant (including by or through a Cicis To Go Restaurant, the Internet or similar electronic media), on any terms and conditions we deem appropriate, and (vi) acquire, be acquired by, merge with, affiliate with or engage in any transaction with other businesses (whether competitive or not) located anywhere and, even if such businesses are located in the Protected Area, (x) convert the other businesses to the Cicis brand and allow them to operate as part of the System, and/or (y) permit the other businesses to continue to operate under another name and incorporate one or more elements of the System. A "Reserved Area" is any enclosed area of retail sales establishments in excess of 250,000 square feet, food courts, airports, hospitals, cafeterias, commissaries, schools, hotels, office buildings and stadiums, arenas, ballparks, festivals, fairs, military bases and other mass gathering locations or events. Without limiting the foregoing, we and our affiliates may, among other things, offer and sell, and authorize others to offer and sell: (a) collateral products, such as pre-packaged food products, t-shirts and other Cicis memorabilia, under the Marks at or from any location or through any channel of distribution; (b) food and beverage services under the Marks at or through any permanent,

temporary or seasonal food service facility or through any channel of distribution except a Cicis Restaurant located within the Protected Area, which facilities may provide in whole or in part the products and services offered by a Cicis Restaurant; and (c) any products or services (including any food or beverage services) under any other names and marks at any location or through any channel of distribution.

2. LEASE, DEVELOPMENT, AND OPENING DATE

• A. Lease; Contract of Sale. You must secure possession of the Location within 120 days following the Effective Date or, if applicable, the date on which Attachment A-1 is executed. You agree not to sign a proposed lease or contract of sale pursuant to which you will acquire possession of the Location without first providing us with a copy of the proposed contract and obtaining our approval. We will have a reasonable time after we receive the proposed lease or contract of sale to review and approve it. We will not approve any lease unless a rider to the lease, in substantially the form attached as Attachment C hereto, is attached to the lease and incorporated therein. If the Location is owned by a related party, you and the owner must enter into a formal lease containing arms-length terms. You must have a lease compliance review by an attorney we approve or designate, and you will be responsible for the reasonable attorneys' fees incurred by us in connection with the compliance review of the proposed lease.

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