arty to the other set forth herein, and intending to be legally bound hereby, mutually agree as follows:

1. RECITATIONS.

The Recitations set out above form part of this Agreement.

2. GRANT OF FRANCHISE. Franchisor hereby grants to Franchisee and Franchisee accepts, upon the terms and conditions contained in this Agreement, the license to operate a Cilantro Taco Grill franchise (the "Franchise" or "the Franchised Business"), using only the Marks licensed hereunder, in strict conformity with the System, which may be changed, improved and further developed by Franchisor from

time to time. This grant applies only to a single location within a territory that is designated in Attachment 2 attached hereto and incorporated herein (the "Territory"). Franchisee and the Principals have represented to Franchisor that they have entered into this Agreement with the intention of complying fully with the obligations to construct a Cilantro Taco Grill restaurant hereunder and not for the purpose of reselling the rights to develop the restaurant hereunder. Franchisee and the Principals understand and acknowledge that Franchisor has granted such rights in reliance on the business skill, financial capacity, personal character of, and expectations of performance hereunder, by Franchisee and the Principals and that this Agreement and the rights and obligations hereunder may not be transferred until after the Cilantro Taco Grill restaurant is open for business to the public in accordance with Section 8.3, and then only in accordance with Article 16 hereof. If the parties mutually agree to certain negotiated changes during Initial Term or Renewal Term, then Franchisee acknowledges and agrees to sign an addendum in the form attached hereto as Attachment 9 or any form we may require in the future, and that the revisions contained in this form are added terms to this Agreement and no other changes shall be made to the form of addendum itself.

3. TERRITORY.

• 3.1 Territory. This Agreement grants Franchisee the right to operate the Franchised Business at a single location and from within a Territory. Upon the determination of an Accepted Location, you will be assigned a Territory. Subject to Section 3.2 below, Franchisor agrees that during the term of this Agreement, Franchisor will not operate, and will not authorize any other franchisees to operate, a Cilantro Taco Grill outlet in the Territory using the same Marks as licensed to Franchisee in this Agreement so long as Franchisee is not in default under this Agreement or this Agreement has not been terminated. Except as otherwise specified in this Agreement, Franchisor reserves the right to open, operate or franchise Cilantro Taco Grill franchises bordering and adjacent to the Territory. Except as set forth in this Agreement, Franchisee is prohibited from serving and soliciting customers outside of the Territory and from alternative methods of distribution as more fully specified herein. The Territory cannot overlap or interfere with existing trade areas, designated territories or development areas granted to other franchisees or multi-unit operators. Franchisor reserves the right to provide a two (2)-mile buffer between Territories to prevent any overlapping of areas. Franchisor reserves the right to adjust the boundaries of the Territory at any time if it believes it conflicts with another Territory. Franchisee will be selling its products and services from a single location that will be determined by Franchisee with Franchisor's prior written approval, which may be withheld or denied in Franchisor's sole discretion. Franchisee is prohibited from selling and soliciting customers through alternative distribution channels as more fully specified herein. Franchisee understands and acknowledges that if its Franchised Business is located in a gas station or convenience store; transportation facility, including airport, train station, subway or rail or bus station; military base or government office; sports facility, including stadium or arena; amusement park, zoo or convention center; car or truck rest stop or travel center; educational facility; recreational theme park; hospital; business or industrial foodservice venue; venue in which foodservice is or may be provided by a master concessionaire or contract foodservice provider; Indian reservation; casino; or any similar captive market location ("Non-Traditional Site"), Franchisee will not receive a Territory. Furthermore, Franchisee understands and acknowledges that if any Non-Traditional Site (as described above) is located within the physical boundaries of its Territory, then the premises of this Non-Traditional Site will not be included in the Territory and Franchisee will have no rights to this Non-Traditional Site.
• 3.2 Reservation of Rights. Franchisee understands and agrees that all rights to any businesses, other than as specified in this Agreement, are fully reserved to Franchisor within or outside of the Territory. By way of example only, Franchisor reserves the rights to offer (i) other products or services not offered under the Marks, (ii) other food and beverage concepts under the Marks or other trademarks,

and (iii) products or services through any channel in the Territory other than a dedicated Cilantro Taco Grill outlet, such as distribution through retail outlets, including but not limited to, grocery stores; ghost kitchens; co-branding within other food outlets; in captive market locations, such as airports and malls; and the Internet ("Alternate Distribution Channels"). Franchisee will receive no compensation for Franchisor's sales through Alternate Distribution Channels made within the Territory. Franchisee agrees that such implementation of Franchisor's rights pursuant to this Section 3.2 is deemed not to impair or injure Franchisee's rights pursuant to Section 2 hereof. Co-branding may involve changes to the Marks and may require Franchisee to make modifications to the premises and the furniture, fixtures, equipment, signs and trade dress of the Franchised Business. If Franchisee receives written notice that Franchisor is instituting a cobranding program, Franchisee shall promptly implement the program at the Franchised Business at the earliest commercially reasonable time and execute any and all instruments required to do so.

4. TERM.

Unless terminated earlier in accordance with the terms set forth in this Agreement, this Agreement and the franchise granted hereunder shall commence upon the Effective Date set forth above and terminate on the date that is ten (10) years following the Opening Date, as defined in Section 8 hereof (the "Term").

**5.

Source: Item 22 — CONTRACTS (FDD pages 51–52)