How is EBITDA calculated for the purpose of Ella Cafe's call option purchase price?

hereby irrevocably grants FRANCHISOR the following call rights ("Call Option") to be exercised in Franchisor' sole and exclusive discretion:

• (a) At any time prior to the consummation of a Qualified Public Offering, or private sale of the Company, FRANCHISOR by and through any FRANCHISOR authorized representative, may, at Franchisor' election, and upon written notice to FRANCHISEE or any other Company Member, require FRANCHISEE or any other Company Member to sell all or any portion of their respective Membership Interests in Company to FRANCHISOR or any FRANCHISOR designee. The purchase price of the Membership Interests pursuant to this Call Option ("Call Option Purchase Price") shall be determined based upon a 3.0 multiplier of the Company's trailing twelve (12) month Earnings Before Interest Tax Depreciation and Amortization ("EBITDA"). For the avoidance of doubt, the Call Option purchase price shall be determined based upon the Company's EBITDA for the twelve months immediately preceding the date to which FRANCHISOR elects to exercise its Call Option then multiplied by three. EBITDA for any monthly or yearly period shall be determined based upon the Company's books on a cash basis for the applicable period. Notwithstanding anything to the contrary, if Call Option is exercised within five years from the Effective Date of this Agreement, the Purchase Price shall not be less than the original investment by the Franchisee minus standard depreciation in accordance with GAAP standards of accounting.
• (b) if FRANCHISOR desires to exercise its Call Option right to purchase all or part of FRANCHISEE or any other Company Member's Membership Interests pursuant to this Section, then FRANCHISOR or his authorized designee shall provide written notice to FRANCHISEE or any other Company Member specifying the amount of Membership Interests being purchased, the method of payment, as well the proposed purchase price based upon the 3.0 multiplier of the Company's trailing 12 month EBITDA ("Call Option Notice"). Upon receipt of the Call Option Notice, FRANCHISEE or any other Company Member shall have 30 days to contest the proposed purchase price. Failure to send written notice contesting the proposed purchase price within 30 days of receipt of the Call Option Notice shall be deemed an irrevocable acceptance of the Call Option purchase price. FRANCHISEE or any other Company Member may, at FRANCHISEE's

or the other Company Member's sole cost and expense, retain an independent certified public accountant to inspect the Company's books and records for the previous 12 months for purposes of confirming the EBITDA valuation for Membership Interests solely for purposes of effectuating the irrevocable Call Option. Such evaluation must be conducted within 45 days of FRANCHISEE or other Company Member's receipt of the Call Option Notice. In the event FRANCHISOR disagrees with FRANCHISEE's or other Company Member's EBITDA valuation, FRANCHISOR may, at its's sole cost and expense, retain an independent certified public accountant to inspect the Company's books and records for the previous 12 months.

Source: Item 22 — CONTRACTS (FDD page 50)