Can the Ella Cafe Developer share, divide, sub-franchise, sublicense, or transfer the development rights granted, and if so, under what conditions?

ice marks, and trademarks as are now designated and may hereafter be designated by Franchisor in writing for use in connection with the System ("Marks").

• D. Developer desires to acquire the right to develop multiple franchised Coffee Houses, each identified in the Key Terms, that will operate using the System and Marks, (individually and collectively "Coffee House" or "Coffee Houses"), and Franchisor desires to grant Developer such rights, all pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the promises and other good and valuable consideration contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

1. GRANT

1.1. Grant of Development Rights. Franchisor hereby grants to Developer, and Developer hereby accepts the right and obligation, to develop in the Development Area identified in the Key Terms, the number of new Coffee Houses set forth in the Development Schedule (identified in the Key Terms). Each Coffee House to be developed must be developed and operated pursuant to a separate Franchise Agreement to be entered into between Developer (or Developer's Affiliate, if approved by Franchisor in writing) and Franchisor in accordance with Section 4.1. This Agreement

does not grant Developer any right or license to use any of the Marks. Developer's rights to operate a Coffee House and use the Marks derive solely from the Franchise Agreements that Developer or its Affiliates enter into under this Agreement. The development rights granted under this Agreement belong solely to Developer. Developer will not share them, divide them, sub-franchise or sublicense them, or transfer them, except in accordance with the transfer provisions of this Agreement.

• 1.2. Development Area. As long as Developer is in full compliance with this Agreement and any other agreement between Developer and/or its Affiliates and Franchisor and/or its Affiliates, then except as otherwise expressly provided in this Agreement (including Section 1.3. of this Agreement), neither Franchisor nor any Affiliate of Franchisor will establish, or authorize any person or entity other than Developer to establish, a Coffee House that is the same model as those developed by the Developer in the Development Area during the Term of this Agreement.
• Retained Rights. The rights granted to Developer under this Agreement are nonexclusive, 1.3. and Franchisor and its Affiliates have and retain all rights within and outside the Development Area, except those expressly granted to Developer in this Agreement.

Source: Item 23 — RECEIPTS (FDD pages 50–181)