Does the Dq Treat FDD include an Operating Agreement with Undertaking and Guarantee as part of Exhibit B?

............ 36 | | 11.3 Requirements for a Transfer ........ 24 | 15.4 | Authority ....................................... 36 |

DQ® TREAT OPERATING AGREEMENT

This agreement is between American Dairy Queen Corporation, a Delaware corporation whose principal office is located at 8000 Tower, Suite 700, 8331 Norman Center Drive, Bloomington, MN 55437 ("Company"), and the Licensee listed on the cover page to this agreement, and is effective as stated in section 15.15.

Background

• Company and its predecessors and affiliates have expended considerable time, effort, skill and financial resources in developing the System (defined in section 16).
• Company owns, or licenses from its affiliates, the Trademarks (defined in section 16) used in connection with the System.
• Licensee desires to obtain the right to develop and operate one DQ® Treat restaurant using the System.

Therefore, the parties agree as follows:

Terms and Conditions

• 1. CAPITALIZED TERMS. Capitalized terms have the definitions given them in section 16.
• 2. GRANT OF LICENSE.
  • 2.1 Authorized Location. Subject to the terms and conditions of this agreement, Company grants to Licensee the right and license to establish and operate the Restaurant identified by the Trademarks. Licensee accepts this license and will operate the Restaurant in compliance with the System and this agreement.
  • 2.2 Pre-opening Requirements. Licensee must use Company's pre-opening assistance, including in-restaurant training and Restaurant opening schedules and procedures, demonstrate that Licensee satisfies Company's dry-run training requirement, and meet other pre-opening requirements specified by Company. Licensee may not open or commence operation of the Restaurant until Company notifies Licensee that all pre-opening requirements have been met. Company is not liable for any damages arising out of Licensee's failure to open the Restaurant by a particular date.
  • 2.3 Limited License. The license granted by this agreement is limited to the right to operate one Restaurant at the Authorized Location, and does not include:
    • (A) An exclusive area or protected territory within which Company or its affiliates agree not to issue competing franchises or operate competing businesses;

• (B) Any right to sell or distribute products and menu items identified by the Trademarks at any location other than the Authorized Location or through any other channels or methods of distribution, including the internet (or any other existing or future form of electronic commerce such as social media, mobile applications, third party delivery and other platforms and the metaverse) and pre-packaged retail or catalog sales, except as Company may authorize or require as part of the System;
• (C) Any right to sell or distribute products and menu items identified by the Trademarks to any person or entity for resale or further distribution, except as Company may authorize or require as part of the System; or
• (D) Any right to sublicense, or exclude, control or impose conditions on the location or development of future restaurants or stores.
• 2.4 Reservation of Rights. Company reserves all rights not expressly granted to Licensee under this agreement. Company and its affiliates have the right to operate and grant others the right to operate competing businesses at any location but the Authorized Location, as determined by Company or its affiliates. These locations may include freestanding buildings and facilities, strip centers, shopping malls, and other similar locations. These locations also may include transportation terminals, sports facilities, recreation areas, hotels, hospitals, campus facilities, and other non-traditional locations.

Source: Item 17 — The following paragraph is added to the end of Item 17 of the Disclosure Document: (FDD pages 70–378)