What is the Clear Pest Pros franchisee's obligation regarding the agreements and other instruments referenced herein?

another Clear Pest Pros franchisee or Company Store to perform work within your Territory, except as outlined in Section 1.D below, unless you are not in full compliance with this Agreement.

The Franchise Agreement grants you the right to operate the Clear Pest Pros Business only within the Territory defined in the Franchise Agreement.

The term of the franchise will be ten (10) years (the "Initial Term") commencing on the date of this Agreement.

You must at all times faithfully, honestly, and diligently perform your obligations under the Franchise Agreement. Except as stated herein, you must designate at least one managing owner (the "Managing Owner") who will be our primary individual contact with your Clear Pest Pros Business and who we will approve in our sole discretion. A Managing Owner may, in our sole discretion, serve as the Managing Owner of more than one Clear Pest Pros Business that is owned by you; provided, however, that we may, in our sole discretion, require you to designate a person who will serve as the primary individual contact for this Clear Pest Pros Business (the "Designated Manager"). We must approve of the Designated Manager in writing, which we may grant in our sole discretion. The Managing Owner and, if applicable, the Designated Manager, must successfully complete our JumpStart and Initial Training Programs as described in and required by the Franchise Agreement. The Designated Manager is not required to have an ownership interest in the Clear Pest Pros Business. The Designated Manager must sign our prescribed form of confidentiality and non-compete agreement. The Managing Owner or, if applicable, the Designated Manager must continuously exert their full-time and best efforts to manage, promote and enhance the Clear Pest Pros Business, and such other Clear Pest Pros Businesses as we permit in our sole discretion. Without our prior written permission, the Managing Owner and, if applicable, the Designated Manager, must not engage in any other business or activity that conflicts with their obligations to operate your Clear Pest Pros Business on a full-time, year-round basis. In the case of multiple owners, the owner with day-to-day responsibility and authority to run the Clear Pest Pros Business and with whom we will communicate shall be identified on the signature line as the first Managing Owner.

Before attending the Initial Training and/or upon any change to the legal entity ownership, you must submit to us a corporate resolution, or similar action, which states the name of the corporation or LLC, the legal names of all of the partners or shareholders, the percentage of

ownership that each member controls, their place of residence and their agreement to be bound by the terms of the Franchise Agreement. In the case of multiple owners, you must submit a dispute resolution procedure acceptable to us in our sole discretion that states what you will do in the event that there is a conflict between any owners of the franchisee entity. In addition, at all times, the owners who have executed the Franchise Agreement must control 67% of the franchisee entity. The remaining Owners must sign a personal guaranty, written agreement to maintain confidentiality of the trade secrets and their agreement to abide by the covenant not to compete, as described in Sections 6 and 13 of this Agreement.

D. TERRITORY.

You recognize that the rights that are granted to you are for the operation of a Clear Pest Pros Business, in a specific territory, and cannot be transferred to an alternative territory, without Franchisor's prior written consent. You shall establish and operate the Business within a protected territory identified in the Summary Page to this Agreement (the "Territory"). Except as provided for herein, we shall not operate, or franchise or license any third party the right to operate another Business within the Territory.

You must also select your business office site within the Territory (the "Office Site"), and we must approve such Office Site at our sole discretion. You may not locate your office outside of the Territory without our express written consent and, if you do so, then we may charge you a Non-Compliance Fee or terminate this Agreement. If you relocate the Office Site to another location within the Territory but must immediately notify us of the change in address.

You may operate the Business from a home office space for the first 12 - 18 months of business operation after which you must establish an Office Site in a commercial or industrial space within your Territory. We do not assist franchisees in confirming the premises to ordinances or codes.

You may only advertise the Business and provide services to customers located within the Territory unless you request and receive our prior written approval. If we approve your request to provide services outside of the Territory, which we may withhold for any reason, we may withdraw such approval at any time. Advertising establishing an office, or servicing customers outside of your Territory ("Out-of-Territory Conduct") is a default of this Agreement and if you do so, we may charge you a fee of the greater of (a) $500 or (b) the total job invoice amount on the default job ("Improper Marketing or Service Fee"), and/or terminate this Agreement.

E. RIGHTS WE RESERVE.

We retain, as we deem appropriate, the rights to:

• 1. establish, and allow other Clear Pest Pros franchisees to establish, Clear Pest Pros Businesses at any location outside of the Territory on any terms and conditions, but subject to the same marketing restrictions upon their servicing in the Territory that you are subject to when servicing in their Territory;
• 1. establish, solicit, market to and build regional and national account relationships, whose offices may be located in the Territory as is further outlined in Sections 1.F and 1.H of this Agreement;
• 1. offer and sell services and products anywhere that does not comprise a part of the Territory and, in connection with this right, to exploit our Marks, name, reputation, and know-how;
• 1. solicit and perform pest management for all manner of ants, spiders, roaches, stinging pests, flying pests and rodents on a recurring and/or one time basis, and other related services in any geographic market within or outside your Territory, in accordance with Section 1.E (7) and Section 1F below;
• 1. acquire businesses providing services similar to those provided under the System and to be acquired by such a business;
• 1. contact your customers who are delinquent in their payment of 90 days or more, initiate collection procedures on your behalf, take Royalties on Gross Sales collected and apply collection fees established in the Franchise Agreement; and
• 1. use and license to engage in any other activities not expressly prohibited in the Franchise Agreement.

Although we have not done so, we and our Affiliates may sell products under the Marks within and outside the Territory through any method of distribution, although within your Territory it may not be through a Clear Pest Pros Business so long as you are in compliance with the Franchise Agreement. This includes sales through such channels of distribution as the Internet, catalog sales, telemarketing, or other direct marketing sales (collectively, the "Alternative Distribution Channels").

Source: Item 22 — CONTRACTS (FDD pages 67–68)