What rights does the Ella Cafe franchise agreement grant to the franchisee?

he franchisee (if you are an Entity). "Transfer" as a noun means any such sale, assignment, gift, transfer, pledge, mortgage or encumbrance.

ARTICLE 2. GRANT OF LICENSE

• 2.1 Grant. Franchisor hereby grants Franchisee the right to develop and continuously operate a Coffee House at the Location identified in Attachment 2, to deliver authorized products to locations in accordance with the Standards (which may include distance or area restrictions), and to use the Marks in the operation and promotion of the Coffee House. If no Location is stated on when this Agreement is signed, then the parties will determine the Location in accordance with Section 6.1. Franchisee hereby undertakes the obligation and agrees to continually operate the Coffee House during the Term hereof and strictly according to the terms and conditions of this Agreement. This Agreement does not grant Franchise any right, among others: (a) to sublicense the use of the System or Marks; (b) to co-brand with another concept or brand; (c) to offer or sell products or services at or from any location other than the Franchised Location (such as from a cart, kiosk, or food truck); (d) to ship ELLA products, regardless of the destination; or (e) distribute ELLA products through other channels, such as supermarkets, convenience stores or other retailers, or other food service providers.
• 2.2 Designated Area. Upon Franchisee's acquisition of the Location for the Coffee House, Franchisor will amend Attachment 2 to include the Location and a description of the Designated Area surrounding the Location or will memorialize such information in another form of written communication, signed by Franchisor and Franchisee. As long as Franchisee is in full compliance with this Agreement and any other agreement between Franchisee and Franchisor or its Affiliates, then except as otherwise expressly provided in this Agreement (including Section 2.4. of this

Agreement), neither Franchisor nor any Affiliate of Franchisor will establish, or authorize any person or entity other than Franchisee to establish, a Coffee House that is the same model as the one operated by Franchisee under this Agreement in the Designated Area during the Term of this Agreement.

• 2.3. Retained Rights. The rights granted to Franchisee under this Agreement are nonexclusive, and Franchisor and its Affiliates have and retain all rights within and outside the Designated Area, except those expressly granted to Franchisee in the Agreement. Accordingly, Franchisor, its Affiliates, and any other authorized person or entity will have the right, among others, (a) to operate, and license others to operate, ELLA Coffee House at any location outside the Designated Area and in any Reserved Area (whether located inside or outside the Designated Area), including ELLA Coffee House that are adjacent to or surrounded by the Designated Area (b) to advertise and promote the System in the Designated Area (c) to operate, and license others to operate, ELLA Coffee House at any locations in any Reserved Area, including Reserved Areas that are in the Designated Area (d) to operate, and license others to operate, other coffee houses, ghost kitchens, or other food service businesses utilizing trademarks other than ELLA COFFEE HOUSE inside and outside the Designated Area and in any Reserved Area (whether located inside or outside the Designated Area and (e) to engage, directly or indirectly, at wholesale, retail, or otherwise, in the production, distribution, license, and sale of any and all food, beverages, or other services and products, under the Marks or under other names or marks through any method of distribution, other than a ELLA Coffee House, regardless of the competitive impact, and including, but not limited to, from vending machines and kiosks, food trucks, grocery stores, and other food retailers and through mail order catalogs and the Internet, regardless of the proximity to, or the competitive impact on, Coffee Houses developed by Franchisee. The Franchisor shall operate or license others to operate a Ghost Kitchen inside of the Designated Area or Reserved Area with Franchisee's prior written consent; however, if such a Ghost Kitchen exists in the Designated Area or Reserved Area at the time of execution of this Agreement, then Franchisee's consent is deemed to have been provided and cannot be revoked. Franchisee understands and acknowledges that, at any time, the Franchisor may develop or authorize someone other than Franchisee to develop and operate ELLA Coffee House in the Reserved Area within the Designated Area. Further, the Franchisor may sell within the Designated Area any products and services that are authorized for sale at ELLA Coffee House, as well as other products and services, under the Marks or other trademarks, service marks, and commercial symbols, provided that such sales are through dissimilar channels, which include, but are not limited to, grocery and other retail stores (including supermarkets), motor vehicles (such as food trucks), the internet, satellite locations, sales or mail order catalogs, temporary locations, carts or kiosks, or through other electronic, internet, or print media.
• 2.4 Franchisee Control. Franchisee represents that Attachment 1 (i) identifies each owner, officer and director of Franchisee, and (ii) describes the nature and extent of each owner's interest in Franchisee. If any information on Attachment 1 changes (which is not a Transfer), Franchisee shall notify Franchisor within 10 days.
• 2.5 Principal Executive. Franchisee agrees that the person designated as the "Principal Executive" on the Summary Page is the executive primarily responsible for the Business and has decision-making authority on behalf of Franchisee. The Principal Executive must have at least 10% ownership interest in Franchisee. The Principal Executive does not have to serve as a day-today general manager of the Business, but the Principal Executive must devote substantial time and attention to the Business. If the Principal Executive dies, becomes incapacitated, transfers his/her

interest in Franchisee, or otherwise ceases to be the executive primarily responsible for the Business, Franchisee shall promptly designate a new Principal Executive, subject to Franchisor reasonable approval.

• 2.6 Guaranty. If Franchisee is an entity, then Franchisee shall have each Owner sign a personal guaranty of Franchisee's obligations to Franchisor, in the form of Attachment 3.
• 2.7 No Conflict. Franchisee represents to Franchisor that Franchisee and each of its Owners (i) are not violating any agreement (including any confidentiality or non-competition covenant) by entering into or performing under this Agreement, (ii) are not a direct or indirect owner of any Competitor, and (iii) are not listed or "blocked" in connection with, and are not in violation under, any anti-terrorism law, regulation, or executive order.

Source: Item 22 — CONTRACTS (FDD page 50)