anchise fee. In connection with Franchisor's approval of the relocation, Franchisor reserves the right to require Franchisee to execute Franchisor's then-current form of franchise agreement.

ARTICLE 3 TERM; FRANCHISEE'S OPTION TO RENEW

• 3.1 Term. The term of this Agreement (the "Term") begins on the Effective Date and will expire on the tenth (10th) anniversary of the Open Date (the "Expiration Date"), unless earlier terminated in accordance with Article 13. Once established by Franchisor, the Open Date and the Expiration Date will be noted on the Data Sheet.
• 3.2 Conditions to Renew. Upon expiration of the Term, Franchisee will have an option to receive an offer of a new license for the Franchised Location for one renewal term equal to the initial term of the then-current form of franchise agreement of Franchisor; provided that: (1) Franchisor has not determined, before the end of the Term, in good faith and in the normal course of business either (i) that renewal of the franchise relationship is likely to be not economical for Franchisor, or (ii) to withdraw from the relevant geographic market in which the Store is located; and (2) Franchisee is in Good Standing and has agreed to and has complied with all of the following conditions:
• (A) Franchisee has given Franchisor written notice of its desire to seek such a new license at least six (6) months prior to the expiration of the Term. (Franchisee's failure to timely provide such notice will be deemed a waiver of the option to renew.)
• (B) Throughout the Term, Franchisee has complied in good faith with all material terms and conditions of this Agreement and has operated the Store in compliance with the material operating and quality standards and procedures of the Business System, and Franchisee is not in default under this Agreement or any other agreement with Franchisor or its Affiliates.
• (C) The average amount of Gross Sales at Franchisee's Store for the previous 12 months has exceeded $75,000 per month.
• (D) Franchisor has not received numerous bona fide customer complaints concerning Franchisee's operation of the Store or any single bona fide complaint evidencing egregious or unconscionable conduct on part of the Franchisee or Franchisee's employees in dealing with customers.
• (E) If requested by Franchisor, Franchisee will, at its own expense, within nine months of the expiration of the Term, (i) upgrade and renovate the Franchised Location to conform to the then-current standards and image required of then-new franchisees, including, without limitation, upgrading of signs, equipment, furnishings, fixtures, and décor, or (ii) if the Franchised

Location no longer meets Franchisor's then-current standards, relocate the Store to a new location that meets Franchisor's then-current standards. In addition, if requested by Franchisor, Franchisee will, at its own expense, (x) add a retail motor fuel business at the Franchised Location (whether the original Franchised Location approved under this Agreement or a new Franchised Location following a relocation approved as part of the renewal process) that offers Circle K branded motor fuel sourced by Franchisor or its affiliate pursuant to an agreement with Franchisor or such affiliate, or (y) if Franchisee already offers, at or near the Franchised Location, third-party sourced and/or third-party branded motor fuel, Franchisor may require Franchisee to cease offering such motor fuel and only offer Circle K branded motor fuel sourced by Franchisor or its affiliate pursuant to an agreement with Franchisor or its affiliate, or (z)

Source: Item 22 — CONTRACTS (FDD page 100)