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 this Agreement. Except as stated herein, you must designate at least one managing owner (the "Managing Owner") who will be our primary individual contact with the COOL BINZ 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 COOL BINZ 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 COOL BINZ 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 COOL BINZ Business. The Managing Owner or, if applicable, the Designated Manager must continuously exert her/his full-time best efforts to manage, promote and enhance the COOL BINZ Business, and such other COOL BINZ 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 the COOL BINZ 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 COOL BINZ Business and with whom we will communicate shall be identified on the signature line as the first Managing Owner.

Before commencing operation of the COOL BINZ Business, you must employ at least one person who has completed the Initial Training. At all times during the term of the Franchise Agreement, you must have employed at the COOL BINZ Business a person who has completed the Initial Training.

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 written confidentiality and non-compete agreement in the form we prescribe.

At the start of their employment, you must require, as consideration for employment, each of your Managing Owner, Designated Managers, sales and/or account management employees to sign non-disclosure and confidentiality agreements that we have specified or approved. Such agreements will prohibit disclosure, by the employee to any other person or legal entity, of any trade secrets, customer lists, or other information, knowledge, or know-how regarding the System or the operation of the COOL BINZ Business, which is deemed confidential and/or proprietary by us. Such employee non-disclosure and confidentiality agreements will, to the fullest extent permitted by applicable law, prevent employees from servicing or soliciting any of the customers of your Business, except in their capacities as employees of the COOL BINZ Business. We may require you to send us a copy of such agreements once fully signed.

D. TERRITORY.

Within the Territory, you have the right to (1) advertise, market, and provide any Customer with the Services, except as otherwise described in this Agreement; (2) you have the right to NORA referrals for zip codes assigned to your Territory, except as provided in Sections 1.F and 7.A of this Franchise Agreement. We cannot guarantee your participation in these programs. If you are not compliant with your Franchise Agreement, program requirements, or fail to perform program work adequately, we may direct NORA referrals to another franchisee or ourselves; (3) you have the right to Call Center referrals for ZIP codes assigned to your Territory, subject to Section 2.I. below; and (4) you have the right to have the only COOL BINZ office location in your Territory.

You may not perform services or advertise via print, media, door-to-door, mass electronic communications, or direct web-based advertising outside of the Territory without our approval (collectively, "Out-of-Territory Conduct"), and we reserve the right to charge a penalty fee if you do so. Engaging in Out-of-Territory Conduct is a default of this Agreement and if you do so, then we may charge you a fee of $10,000 and/or terminate your Franchise Agreement. There are no Territory protections related to providing Services to customers located within your Territory.

Other COOL BINZ franchisees, or outlets we own, may accept jobs and Service customers in your Territory without restriction or limitation.

COOL BINZ franchisees and Company Stores may not advertise within your Territory without your and our written approval, except as provided in Sections 1.D and 2.F of Franchise Agreement.

Source: Item 23 — RECEIPTS (FDD pages 63–238)