Under the Crisp & Green Development Agreement, what rights are granted to the franchisee regarding the operation of Crisp & Green restaurants?

representation that you intend to personally develop all of the Franchised Restaurants described in this Agreement, and not with a view to reselling your right to open these Franchised Restaurants.

AGREEMENTS:

In consideration of the foregoing and the mutual covenants and consideration below, you and we agree as follows:

1. GRANT OF DEVELOPMENT RIGHTS.

The following provisions control with respect to the rights granted under this Agreement:

• A. We grant to you, under the terms and conditions of this Agreement, the right to develop and operate the number of CRISP & GREEN restaurants identified in the Rider (the "Franchised Restaurants"), using the Marks and System and operating within the territory described in the Rider (the "Development Area").
• B. You agree to be bound by the "Development Schedule" set forth in the Rider. Time is of the essence for the development of each Franchised Restaurant under this Agreement and for the signing of each Franchise Agreement as set forth in the Development Schedule. Each Franchised Restaurant must be developed and operated by you under a separate Franchise Agreement that you enter into with us.
• C. Unless otherwise indicated in the Rider and except as set forth in Section D below or otherwise in this Agreement, if you are in compliance with this Agreement and any and all Franchise Agreement(s) you have with us, we will not develop or operate—or grant anyone else a franchise to develop and operate—a CRISP & GREEN Restaurant from any location

in the Development Area before the earlier of: (i) the expiration or termination of this Agreement; and (ii) the date on which you must sign the Franchise Agreement for your last Franchised Restaurant under the terms of the Development Schedule. Notwithstanding anything in this Agreement, when the earliest of the above events occurs: (i) the Development Area will expire; and (ii) we will be entitled to develop and operate—or to franchise others to develop and operate—CRISP & GREEN Restaurants from locations in the Development Area, except as may be otherwise provided under any Franchise Agreement that has been signed between us and you and that has not been terminated. If at any time you fail to comply with the Development Schedule, we may in lieu of terminating this Agreement, choose, in our sole discretion, to replace any portion of the Development Area that is not then part of a Designated Area under a fully executed Franchise Agreement with territory that will be identified at the time you demonstrate an intent and ability to execute the next Franchise Agreement called for under the Development Schedule.

If the Development Area covers more than one city, county, or designated market area, the protection granted under this Agreement for each particular city, county or designated market area will also expire on the date when we determine the designated area to be given to you under the franchise agreement for your final Franchised Restaurant to be developed in that city, county, or designated market area.

D. You acknowledge and agree that other than as set forth in Section C above, we and our Affiliates (and our respective successors and assigns, by purchase, merger, consolidation or otherwise) retain all rights and discretion with respect to the Marks, the System, the sale of products and services similar or dissimilar to those offered by Crisp & Green Restaurants, and the operation or franchising of Crisp & Green Restaurants anywhere located or to be located, and may engage in any business activities whatsoever, within or outside the Development Area, whenever and wherever we desire. Specifically, by way of example and without limitation, we reserve the following rights: (a) to establish and operate, and grant to others the right to operate, Crisp & Green Restaurants physically located outside the Development Area, on such terms and conditions as we deem appropriate (you acknowledge that such Crisp & Green Restaurants may be in direct competition with your Franchised Restaurant(s), without regard to any adverse effects of such activities on your Franchised Restaurant(s) and without any obligation or liability to you), which includes the right of us and others to perform Catering Services or Delivery Services in your Development Area; (b) to establish and operate, and grant to others the right to operate, Crisp & Green Restaurants, or other restaurants using any part or all of the System and/or Marks, that are located at or operated from Non-Traditional Sites within or outside the Development Area; (c) to sell any products or services under the Marks or under any other trademarks, service marks or trade dress, through alternative channels of distribution, wherever located or operating (including, without limitation, the internet or similar electronic media and physical outlets like kiosks, convenience stores or supermarkets); (d) to establish and operate, and grant to others the right to operate, restaurants identified by trademarks, service marks or trade dress, other than the Marks (including the Crisp & Green name and mark), pursuant to such terms and conditions as we deem appropriate and wherever such restaurants are located, which restaurants may be located within the Development Area; (e) to acquire the assets or ownership interests of one or more businesses providing products and services similar or dissimilar to those

provided at Crisp & Green Restaurants, and to franchise, license or create similar arrangements with respect to these businesses once acquired, and which businesses we may (at our sole discretion, and without obligation) convert, or allow to be converted, to operations as Crisp & Green Restaurants using any of the Marks and/or the System, wherever these businesses (or the franchisees or licensees of these businesses) are located or operating (including in your Development Area, if applicable); and (f) to be acquired (whether through acquisition of assets, ownership interests or otherwise, regardless of the form of transaction), by a business providing products and services similar to those provided at Crisp & Green Restaurants, or by another business, even if such business operates, franchises and/or licenses Competitive Businesses in the Development Area.

2. DEVELOPMENT FEE.

You must pay us a Development Fee in the amount set forth in the Rider. This fee is payable in full when you sign this Agreement. However, you will not be required to pay an initial franchise fee for any of the Franchised Restaurants you develop under this Agreement.

• A. You will sign the Franchise Agreement for your first Franchised Restaurant concurrently with this Agreement. A separate Franchise Agreement must be signed for each Franchised Restaurant as it is identified, which must be consistent with the Development Schedule. Upon the execution of each Franchise Agreement, the terms and conditions of the Franchise Agreement control the establishment and operation of the Franchised Restaurant.
• B. The Development Fee is consideration for this Agreement and not consideration for any Franchise Agreement, is fully earned by us upon execution of this Agreement, and is nonrefundable. If you fail or choose not to develop any Franchised Restaurant that is permitted under this Agreement, you will not be entitled to any return or refund of the Development Fee or any portion thereof.

3. DEVELOPMENT SCHEDULE.

The following provisions control with respect to your development rights and obligations:

• A. You must comply with the Development Schedule requirements regarding: (i) the execution of the Franchise Agreements; (ii) the opening date for each Franchised Restaurant; and (iii) the cumulative number of Franchised Restaurants to be open and continuously operating for business in the Development Area. If you fail to either sign a Franchise Agreement or to open a Franchised Restaurant according to the dates set forth in the Development Schedule, we, in our sole discretion, may immediately terminate this Agreement under Section 5, or alter your Development Area as described in Section 1.C.
• B. You may not open a Franchised Restaurant under this Agreement unless you meet each of the following conditions (these conditions apply to each Franchised Restaurant to be developed in the Development Area):
  • 1. You must not be in default of this Agreement, any Franchise Agreement entered into under this Agreement, or any other agreement between you or any of your Affiliates and us or any of our Affiliates.

Source: Item 23 — RECEIPTS (FDD pages 66–252)