How is the Development Area for a Cream franchise defined in the agreement?

Subject to the terms of this Agreement, we hereby grant you the right to develop, own, and operate the number of Jeni's Ice Creams Scoop Shops specified in your Development Schedule (defined in Section 2.B) (your "Development Rights") strictly within the geographic area specified on Attachment A (your "Development Area"). You accept the grant of the Development Rights and agree to faithfully, honestly, and diligently perform your obligations under this Agreement and fully exploit the Development Rights during the Term (defined below) and throughout the entire Development Area.

The Development Rights may only be exercised for Jeni's Ice Creams Scoop Shops to be located in the Development Area. As long as you are in compliance with this Agreement and all Franchise Agreements (defined below) signed pursuant to this Agreement, and except as set forth in this Section 1.D, we will not, during the Term, operate or grant the right to anyone else to operate a Jeni's Ice Creams Scoop Shops within the Development Area, or grant Development Rights to anyone else to be exercised with your Development Area.

For the avoidance of doubt, we reserve for ourselves and our affiliates all rights not expressly granted to you in this Agreement and the right to do all things that we do not expressly agree in this Agreement not to do, in each case, without compensation to you, without regard to proximity to your Development Area, and on such terms and conditions as we deem appropriate. For example, and without limitation, we and our affiliates may, ourselves or through authorized third parties:

• (1) establish and operate, and allow others to establish and operate, other Jeni's Ice Creams Scoop Shops using the System, at any location outside the Development Area, on such terms and conditions we deem appropriate;
• (2) establish and operate, and allow others to establish and operate, any other type of business, including any business that may offer products and services which are identical to, similar to, or competitive with products and services offered by Jeni's Ice Creams Scoop Shops, under trade names, trademarks, service marks, and commercial symbols other than the "Jeni's® " name and marks, anywhere in the world, including in the Development Area;
• (3) establish, and allow others to establish, businesses and distribution channels other than a Jeni's Ice Creams Scoop Shop (including, selling products at retail, wholesale, or through any online presence), wherever located or operating, including in your Development Area, regardless of the nature or location of the customers with whom such other businesses and distribution channels do business, regardless of the nature or location of the customers with whom such other businesses and distribution channels do business, including businesses that

You must receive our approval of any site for a Jeni's Ice Creams Scoop Shop that you propose to develop in your Development Area before you enter into any lease or other agreement to secure the site. You agree to give us all information and materials we request to assess each Jeni's Ice Creams Scoop Shop that you propose to develop, as well as your financial and operational ability to develop and operate the proposed Jeni's Ice Creams Scoop Shop. We have the absolute right to disapprove any proposed development for any reason, including if: (1) it or you do not meet our then-current criteria for new franchise development, or (2) if you or your affiliates are not then in compliance with this Agreement or any Franchise Agreements with us.

If you fail to comply with the Development Schedule, we reserve the right to terminate or reduce the size of your Development Area, and/or terminate the territorial protections that you have in some or all of your Development Area under Section 1.D, after which time we and our affiliates may establish or operate or authorize any other person to establish or operate a Jeni's Ice Creams Scoop

Shop in your current or former Development Area in our discretion.

Source: Item 23 — RECEIPTS (FDD pages 61–192)