What is the relationship between the Franchisee, the Company, and the Franchise Agreement for a Hyper Kidz franchise?

OWNERSHIP INTERESTS IN FRANCHISEE | | ATTACHMENT 8: | SPOUSAL GUARANTY | | ATTACHMENT 9: | CONFIDENTIALITY AND NON-COMPETE AGREEMENT | | ATTACHMENT 10: | INTERNET ADVERTISING, SOCIAL MEDIA AND TELEPHONE ACCOUNT AGREEMENT | i

BOOMERANG FRANCHISE LLC FRANCHISE AGREEMENT

THIS AGREEMENT is made and entered into this day by and between the franchisor, Boomerang Franchise LLC a Maryland limited liability company whose principal office is at 6120 Syracuse Court, Clarksville, Maryland, 21029 ("we", "us" or "our"), and a(n) , with its principal place of business located at and 's principals , and individual residing at , and , an individual residing at And Principal(s) shall be collectively referred to in this agreement as the "Franchisee". ("Principal(s)").

ARTICLE 1: INTRODUCTION

• 1.1 We and our Affiliates have developed and continue to develop methods of operating an interactive, indoor playground for kids aged 6 months to 13 years that encourages healthy and active social play ("Approved Products and Services"). Such a business is defined below as a "Hyper Kidz Business". Hyper Kidz Businesses operate at locations that feature the "System", which consists of distinctive signage, interior and exterior design, décor and color scheme; uniform standards, specifications, and procedures for operations; quality and uniformity of products and services offered; inventory, management and financial control procedures; training and assistance; and advertising and promotional programs, all of which we may modify from time to time.
• 1.2 We grant to certain qualified persons or entities, and who meet our qualifications and who are willing to undertake the investment and effort, the right to own and operate a Hyper Kidz Business at the Site using the System and the Marks. Pursuant to this Agreement, we will grant rights to you to own and operate a Hyper Kidz Business at the Site and to operate the Hyper Kidz Business according to the terms of this Agreement.
• 1.3 Certain terms that are capitalized in this Agreement are defined in Article 2 or at the places in this Agreement where they first appear.

ARTICLE 2: DEFINITIONS

• 2.1 For purposes of this Agreement, the terms listed below have the meanings that follow them. Other terms used in this Agreement are defined and construed in the context in which they occur.
• 2.1.1 "Affiliate" Any person, entity or company that directly or indirectly owns or controls a party, that is directly or indirectly owned or controlled by a party, or that is under common control with a party. For purposes of this definition, "control" means the power to direct or cause the direction of the management and policies of an entity.
• 2.1.2 "Competitive Business" A business other than a Hyper Kidz Business that: (a) features the Approved Products and Services or substantially similar products and services; or (b) grants or has granted franchises or licenses or establishes or has established joint ventures for the development and/or operation of a business described in the foregoing clause (a).

• 2.1.3 "Domain Name" The internet domain name selected or used in connection with a Hyper Kidz Business and any other domain names that may be utilized by us or which we may authorize you to use.
• 2.1.4 "Hyper Kidz Business" A business that: (a) offers the Approved Products and Services for sale as well as certain complementary products and services; (b) meets our standards and specifications; (c) operates using the Marks and the System; and (d) is either operated by us or our Affiliates or pursuant to a valid license from us.
• 2.1.5 "Marks" The trademarks, service marks, logos, other commercial symbols and any Domain Name which we authorize you to use to identify the services and/or products offered by your Hyper Kidz Business including the mark "Hyper Kidz" and the "Trade Dress"; provided that such trademarks, service marks, logos, other commercial symbols, and the Trade Dress are subject to modification and discontinuance and may include additional or substitute trademarks, service marks, logos, commercial symbols and trade dress as provided in this Agreement.
• 2.1.6 "Principals" All persons or entities holding direct or indirect legal or beneficial ownership interests in you and all persons who have other direct or indirect property rights in you, this Agreement, the Franchise or the Hyper Kidz Business. Each Principal having an equity ownership interest designated as Owner on Attachment 7 to this Agreement.
• 2.1.7 "Ownership Interests" In relation to a: (a) corporation, the legal or beneficial ownership of shares in the corporation; (b) partnership, the legal or beneficial ownership of a general or limited partnership interest; (c) limited liability company, the legal or beneficial ownership of units of membership interests in the limited liability company; or (d) trust, the ownership of a beneficial interest of such trust.
• 2.18 "Products" The products which we authorize from time to time for sale or use at your Hyper Kidz Business.
• 2.1.9 "Services" The services which we authorize from time to time for sale at or from your Hyper Kidz Business.
• 2.1.10 "Site" The location identified on Attachment 3 to this Agreement. As used herein the term "Site" also refers to the interior and exterior of the structure housing the Hyper Kidz Business.
• 2.1.11 "Trade Dress" The design, décor and image elements which we authorize you to use in connection with the operation of Hyper Kidz Businesses as they may be revised and further developed by us from time to time and as further described in the Operations Manual.
• 2.1.12 "Website" An interactive electronic document contained in a network of computers linked by communications software.

ARTICLE 3: GRANT OF FRANCHISE

3.1 Grant of Franchise; Term

Subject to the provisions of this Agreement, we hereby grant to you a "Franchise" to operate the Hyper Kidz Business at the Site and to use the Marks and the System in the operation thereof for a term of ten (10) years commencing on the date of this Agreement. Termination or expiration of this Agreement shall constitute a termination or expiration of the Franchise and any and all licenses granted herein. You

agree that you will at all times faithfully, honestly and diligently perform your obligations hereunder and that you will continuously exert your best efforts to promote and enhance the business of the Hyper Kidz Business and the goodwill of the Marks. You shall not conduct the business of the Hyper Kidz Business from any location other than the Site.

3.2 Territorial Rights

This Agreement grants Franchisee the right to operate the Franchised Business at a single location and from within the Territory. Subject to Section 3.2 below, Franchisor agrees that during the Term of this Agreement, Franchisor will not operate, and will not authorize any other franchisees to operate, a Hyper Kidz outlet in the Territory using the same Marks as licensed to Franchisee in this Agreement so long as Franchisee is not in default under this Agreement or this Agreement has not been terminated. Except as otherwise specified in this Agreement, Franchisor reserves the right to open, operate or franchise Hyper Kidz franchises bordering and adjacent to the Territory. Except as set forth in this Agreement, Franchisee is prohibited from serving and soliciting customers outside of the Territory and from alternative methods of distribution as more fully specified herein. You expressly acknowledge that this Franchise is nonexclusive, but that this Agreement does grant you a protected area or territory for your Hyper Kidz Business referred to herein as your "Designated Territory". Your Designated Territory is described in Attachment 3 hereof.

3.3 Rights Retained by Us

We retain all rights with respect to Hyper Kidz Businesses, the Marks and the sale of Approved Products and Services and any other products and services anywhere in the world including, without limitation:

• (a) to produce, offer and sell and to grant others the right to produce, offer and sell the Products offered at Hyper Kidz Outlets and any other goods through similar or dissimilar channels of distribution, both within and outside the Designated Territory, under trade and service marks other than the Marks and under any terms and conditions we deem appropriate;
• (b) to operate and to grant others the right to operate Hyper Kidz Outlets located outside the Designated Territory under any terms and conditions we deem appropriate and regardless of proximity to your Hyper Kidz Outlet;
• (c) the right to acquire and operate a business operating one or more child development Outlets located or operating in your Designated Territory; provided, however, that if we do acquire this business any facilities located or operating within your Designated Territory will not operate using the Marks.

You expressly acknowledge and agree that we shall have the unbridled right to exercise all of the rights reserved to us in this Section 3.3 at any location, regardless of the proximity of such location to your Hyper Kidz Outlet.

Source: Item 22 — CONTRACTS (FDD page 52)