Under the Ella Cafe franchise agreement, what is the relationship between the Franchisor and Franchisee?

• 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.

• 5.7 Nature and Assistance of Training. Franchisee agree that Franchisor is not obligated to provide any training or assistance to Franchisee's particular level of satisfaction, but as a function of Franchisor's experience, knowledge, and judgment. Franchisee also acknowledge that Franchisor is not obligated to provide any services to Franchisee that are not set forth in this Agreement. If Franchisee believes the Franchisor has failed to adequately provide any pre-opening services to the Franchisee or to its employees, whether with respect to site selection, selection and purchase of equipment and supplies, training, or any other matter affecting the establishment of Franchisee's ELLA Coffee House franchise, Franchisee must immediately notify the Franchisor in writing within thirty (30) days following the opening of Franchisee's ELLA Coffee House franchise or the Franchisee will be deemed to conclusively acknowledge that all pre-opening and opening services required to be provided by the Franchisor were sufficient and satisfactory in Franchisee's judgment, and complied with all representations made to the Franchisee.

• 5.8 Delegation of Performance. Franchisee agrees that Franchisor has the right to delegate the performance of any portion or all of our obligations under this Agreement to third party designees, whether these designees are our agents or independent contractors with whom Franchisor contracts to perform these obligations.

(b) Franchisee acknowledges that Franchisee has conducted an independent investigation of the franchise opportunity and recognizes that the business venture contemplated by this Agreement involves business risks and that its success will be largely dependent on Franchisee's abilities and efforts.

• (c) Franchisee acknowledges that it is relying solely on Ella Coffee Company, LLC, and not on any affiliated entities or parent companies related to Ella Coffee Company, LLC, with regard to Franchisor's financial and other obligations under this Agreement, and no employee or other person speaking on behalf of, or otherwise representing Franchisor, has made any statement or promise to the effect that any affiliated entities or parent companies guarantee Franchisor's performance or financially back Franchisor.

• **9.9.

Participation in E-Commerce**. Franchisee must at all times cooperate with Franchisor and actively participate in any and all social media and other e-commerce advertising programs, management programs, and other platforms Franchisor requires and pay Franchisor or a third-party provider the costs associated with such programs or platforms.

• 2.10 National Account. Franchisor also reserves the right, to enter into agreements with specific regional or national customers in order to establish a National Account, in any area, including in the Designated Area.

18.20 Other Franchisees. Franchisee acknowledge that other ELLA Coffee House franchisees have or will be granted franchises at different times and in different situations, and further acknowledge that the provisions of such franchises may vary substantially from those contained in this Agreement. Franchisee also acknowledge that because complete and detailed uniformity under varying circumstances may not be practical, there may be variations we grant to other of our ELLA Coffee House (whether franchised, or centers that the Franchisor or its affiliates operate), and will not be entitled to require Franchisor to grant similar variations or privileges to the Franchisee.

Accordingly, Franchisee shall not conduct or undergo a Transfer without providing Franchisor at least 60 days prior notice of the proposed Transfer, and without obtaining Franchisor' consent.

In granting any such consent, Franchisor may impose conditions, including, without limitation, the following:

• (i) Franchisor receives a transfer fee of $10,000 ("Transfer Fee") plus any broker fees and other out-of-pocket costs incurred by Franchisor, including attorneys' fees.

Source: Item 22 — CONTRACTS (FDD page 50)