What is the relationship between the actions described in this section and the Cream Area Development Agreement?

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2. EXERCISE OF DEVELOPMENT RIGHTS.

A. DEVELOPMENT FEE.

On the Effective Date, you must pay us an area development fee (the "Development Fee") specified on Attachment B of this Agreement. The Development Fee is fully earned by us when you sign this Agreement. The Development Fee will be in lieu of the initial franchise fee due for the Jeni's Ice Creams Scoop Shops that you develop pursuant to the Development Schedule, which would otherwise be owed pursuant to each applicable Franchise Agreement.

B. DEVELOPMENT SCHEDULE.

Attachment B to this Agreement sets forth the schedule that you are hereby agreeing to satisfy as it relates to the development of Jeni's Ice Creams Scoop Shops (your "Development Schedule"), which may include one or more periods for you to develop and open a specified number of Jeni's Ice Creams Scoop Shops (each a "Development Period"). You must satisfy all of the conditions described in Section 2.C below for each Jeni's Ice Creams Scoop Shop in your Development Schedule by the

end of the applicable Development Period. You may not open more than the cumulative number of Jeni's Ice Creams Scoop Shops shown in your Development Schedule. The Development Schedule is not our representation, express or implied, that the Development Area can support, or that there are or will be sufficient sites for, the number of Jeni's Ice Creams Scoop Shops specified in the Development Schedule or during any particular Development Period. We are relying on your representation that you have conducted your own independent investigation and have determined that you can satisfy the development obligations of the Development Schedule.

C. APPROVAL OF PROPOSED DEVELOPMENT.

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B. GRANT AND TERM OF DEVELOPMENT RIGHTS.

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 term of this Agreement (the "Term") will begin on the Effective Date and, unless sooner terminated as provided herein, will expire on the earlier of (1) the date on which the last Jeni's Ice Creams Scoop Shops required to be opened in order to satisfy the Development Schedule opens for regular business, or (2) the last day of the last Development Period (defined below) of the Development Schedule. You may not extend the Term of this Agreement without our approval, which we will grant in our sole discretion.

C. IF YOU ARE AN ENTITY.

If you are a corporation, limited liability company, or partnership (each, an "Entity"), you represent that you have, and will have throughout the Term, the authority to execute, deliver, and perform your obligations under this Agreement and all related agreements and are duly organized or formed. You agree to remain validly existing and in good standing under the laws of the state of your formation throughout the Term. You agree to maintain organizational documents, including your operating agreement or partnership agreement, as applicable, that reflect the restrictions on issuance and transfer of any ownership interests in you described in this Agreement, and all certificates and other documents representing ownership interests in you will bear a legend referring to this Agreement's restrictions.

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D. DEVELOPMENT AREA AND RESERVATION OF RIGHTS.

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

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We will count a Jeni's Ice Creams Scoop Shop toward the satisfaction of your Development Schedule only if you have satisfied all of the following conditions prior to the end of the applicable Development Period: (1) you have secured our approval of the proposed site of such Jeni's Ice Creams Scoop Shop; (2) you have executed our then-current form of Franchise Agreement for such Jeni's Ice Creams Scoop Shop by the timeline specified in the preceding paragraphs; (3) you have paid all associated fees for such Jeni's Ice Creams Scoop Shop arising under this Agreement and/or the Franchise Agreement; (4) you have executed a lease agreement or otherwise acquired occupancy rights to that premises on the terms described in your Franchise Agreement; and (5) you have secured our approval to open such Jeni's Ice Creams Scoop Shop, and such Jeni's Ice Creams Scoop Shop is open and operating in full compliance with its Franchise Agreement.

D. DEVELOPMENT DEFAULTS.

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. Notwithstanding the foregoing, nothing contained in this Section shall be deemed a waiver of our right to terminate this Agreement for failure to comply with the Development Schedule.

E. BUSINESS PLAN AND REPORTING.

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Shop in your current or former Development Area in our discretion. Notwithstanding the foregoing, nothing contained in this Section shall be deemed a waiver of our right to terminate this Agreement for failure to comply with the Development Schedule.

E. BUSINESS PLAN AND REPORTING.

Within 60 days after the Effective Date, you must prepare and give us a business plan including a projected schedule for Jeni's Ice Creams Scoop Shop development and detailed cost and revenue projections for your activities under this Agreement. At least 90 days before the start of each calendar year during the Term, you must update the business plan to cover both actual results for the previous year and projections for the then-current year. You acknowledge and agree that, while we may review and provide comments on the business plan and any updates you submit to us, regardless of whether we approve, disapprove, require revisions, or provide other comments with respect to the business plan or any updated business plan, we take no responsibility for and make no guarantees or representations, expressed or implied, with respect to your ability to meet the business plan or to achieve the results set forth therein. You bear the entire responsibility for achievement of the business plan you develop.

You must send us a report of your business activities, including information about your efforts to find sites for Jeni's Ice Creams Scoop Shops in the Development Area and the status of development and projecting openings for each Jeni's Ice Creams Scoop Shop under development in the Development Area as follows: (a) until your first Jeni's Ice Creams Scoop Shop is open for business, on a monthly basis within 7 days of the end of each calendar month; and (b) after your first Jeni's Ice Cream Scoop Shop is open for business, on a quarterly basis within 15 days of the end of each calendar quarter. We may at any time during the Term also request further information about your development plans, and you agree to provide us such information upon request.

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C. APPROVAL OF PROPOSED DEVELOPMENT.

On your execution of this Agreement, you will also execute the Franchise Agreement for your first Jeni's Ice Creams Scoop Shop (the "Franchise Agreement") to be developed and opened in satisfaction of the Development Schedule (though provided you have paid your Development Fee in full as provided in Section 2.A, no initial franchise fee will be owed under that Franchise Agreement). For each subsequent Jeni's Ice Creams Scoop Shop, you will sign our then-current form of Franchise Agreement to develop and operate that Jeni's Ice Creams Scoop Shop when we approve the site for that Shop. After signing a Franchise Agreement for any Jeni's Ice Creams Scoop Shop, you must open and operate each Jeni's Ice Creams Scoop Shop according to the terms of that Franchise Agreement. The terms of the Franchise Agreement you sign may differ substantially from the terms contained in the Franchise Agreement in effect on the Effective Date. If you wish to enter into a Franchise Agreement using any affiliated Entity, you must obtain our approval of such Entity and its owners and officers, under our then-current franchise approval process.

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.

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ATTACHMENT D

TO AREA DEVELOPMENT AGREEMENT

GUARANTY AND ASSUMPTION OF OBLIGATIONS

THIS GUARANTY AND ASSUMPTION OF OBLIGATIONS is given by each of the undersigned persons indicated below who have executed this Guaranty (each a "Guarantor") to be effective as of the Effective Date of the Agreement (defined below).

In consideration of, and as an inducement to, the execution of that certain Area Development Agreement (as amended, modified, restated or supplemented from time to time, the "Agreement") on this date by Jeni's Splendid Ice Creams Franchise, LLC ("us," "we," or "our"), each Guarantor personally and unconditionally (1) guarantees to us and our successors and assigns, for the term of the Agreement and afterward as provided in the

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