Under what circumstances can Crisp & Green exercise rights in a developer's Development Area?

Development Agreement do not expressly prohibit.

Certain sites, locations, or venues have characteristics that make them distinct from locations that could generally be developed into Restaurants, such as sites that independently generate customer traffic flow separate from the general customer traffic flow of the surrounding area, or that by their nature are not tied to a particular physical location ("Non-Traditional Sites"). Non-Traditional Sites include: military bases; shopping malls (whether open-air or enclosed); large big-box retail outlets; transportation-related venues (e.g., airports, train or bus stations, marinas, travel plazas or toll roads); sports or entertainment venues (e.g., stadiums, arenas, concert halls); major industrial or office complexes, hotels, educational facilities (e.g., school, college, and university campuses); casinos; fitness centers, hospitals and related rehabilitation or healthcare facilities; governmental institutions; amusement or recreational facilities (e.g., theme parks, outdoor municipal parks, zoos, or museums); grocery stores or departments stores; mobilebased channels of distribution (e.g., food trucks); and any co-branding locations or business endeavors where a Restaurant's operations are inextricably associated with, or such operations are contained within or sharing the same physical building or operational premises as, another business (such as, for example and without limitation, a gas/convenience store or another restaurant concept). Non-Traditional Sites are specifically excluded from your Designated Area and Development Area, meaning that we have the right to develop Restaurants or license to others the right to develop Restaurants at Non-Traditional Sites located within the borders of your Designated Area or Development Area.

Because we and others may establish and operate Restaurants at Non-Traditional Sites in your Designated Area or Development Area, and because of the reserved rights above, you will not receive an exclusive territory. You may face competition from other franchisees, from outlets we own, or from other channels of distribution or competitive brands that we control. We do not have to pay you if we solicit or accept orders from inside your Designated Area or Development Area.

You are not restricted from accepting orders from consumers outside of your Designated Area. You must provide catering services and/or delivery services from your Franchised Restaurant in accordance with our standards and requirements. Generally, you determine the area within which you will offer catering or delivery services, provided that you must ensure your customers receive at all times high quality food and beverage products prepared and maintained in accordance with our specifications. However, you are prohibited from engaging in any marketing, advertising, or solicitation activities of any kind in the Designated Area of another Restaurant unless such activities are conducted with other appropriate franchisees pursuant to a Local Marketing Cooperative. Other franchisees may similarly provide catering and delivery services in your Designated Area without compensation to you. You are also prohibited from using other channels of distribution, such as the internet, newspapers, catalog sales, telemarketing, or other direct marketing, to make sales (as opposed to advertising and marketing), whether inside or outside of your Designated Area, without our prior written approval. Aside from catering services, you are permitted to provide off-premises services only with our written consent. If you choose to, and we approve you to, operate a Crisp & Go Location as part of your Franchised Restaurant, you may provide the services associated with the Crisp & Go Location at its off-premises location that we have approved, which must be within your Designated Area.

You have no options, rights of first refusal, or similar rights to acquire additional franchises under the Franchise Agreement. Continuation of your territorial rights does not depend on your achieving a certain sales volume, market penetration, or other contingency. We may not alter your Designated Area or your territorial rights without your consent unless we terminate the Franchise Agreement. There are no minimum sales conditions.

Except for our affiliate PURALIMA Cantina's offer for sale of franchised restaurants under the "PURALIMA Cantina" trademark featuring a selection of exceptional, healthy Latin-themed food, neither we nor our affiliates have present plans to operate or franchise a business under a different trademark that sells or will sell goods or services similar to those you will sell, but we may do so in the future. In addition to offering franchised restaurants, PURALIMA Cantina may through affiliates operate PURALIMA Cantina Locations. PURALIMA Cantina Locations may solicit or accept orders within your Designated Area and Development Area. PURALIMA Cantina has offered, and is offering, franchises as of the date of this disclosure document. Day-to-day franchisor support for the PURALIMA Cantina brand is provided by a distinct team, and due to the separate brand identity and unique and distinct product offerings of PURALIMA Cantina Locations, we do not anticipate conflicts between your Franchised Restaurants and PURALIMA Cantina Locations, with respect to territories or customers. PURALIMA Cantina has the same principal address as ours. We do not maintain physically separate offices and classroom training facilities from PURALIMA Cantina, but in-restaurant training will be held in physically separate locations.

ITEM 13 TRADEMARKS

Pursuant to the Franchise Agreement, you will have the right to operate a Restaurant under the name "Crisp & Green". You may also use our other current or future trademarks associated with the System to operate your Franchised Restaurant (collectively, the "Marks"). By "trademark," we mean trade names, trademarks, service marks, trade dress, and logos used to identify CRISP & GREEN® Restaurants. All of the Marks are owned by our Parent, Crisp & Green LLC, and licensed to us pursuant to a Trademark License Agreement dated February 28, 2018 (the "Trademark License Agreement"). The Trademark License Agreement continues for an indefinite term, provided that it may be terminated upon the mutual agreement of us or our Parent, or by our Parent in the event we default under the Trademark License Agreement and do not cure such default. Our Parent has the right to approve all proposed uses of the Marks.

Source: Item 12 — TERRITORY (FDD pages 44–47)