What are some of the distinguishing characteristics of the Jersey Mike's System, as defined by the franchisor?

g; all of which may be changed, improved and further developed by Franchisor from time to time; and

Franchisor is the owner of all right, title and interest together with all the goodwill connected therewith in and to the trade names, service marks and trademarks "JERSEY MIKE'S", "JERSEY MIKE'S ESTABLISHED IN '56 PT. PLEASANT, plus the design", "MIKE'S, plus the design", associated logos, commercial symbols, and such other trade names, service marks, and trademarks as are now designated (and may be designated by Franchisor in writing in the future) as part of the System (referred to as "Marks"), and Franchisor continues to develop, use and control such Marks for the benefit and use of itself and its franchisees in order to identify for the public the source of products and services marketed thereunder and to represent the System's high standards of operations, quality, food products, appearance, and service; and

Franchisee desires to operate a JE RSEY MIKE'S Restaurant ("Restaurant") under Franchisor's System and wishes to obtain a franchise from Franchisor for that purpose, as well as to receive the training and other assistance provided by Franchisor in connection therewith; and

Franchisee understands and acknowledges the importance of Franchisor's standards of quality and service and the necessity of operating the JERSEY MIKE'S Restaurant in conformity with Franchisor's standards and specifications; and

Franchisor expressly disclaims the making of and Franchisee acknowledges that it has not received or relied upon, any warranty or guaranty, expressed or implied, as to the revenues, profits or success of the business venture contemplated by this Agreement. Franchisee acknowledges that it has read and understands this Agreement and Franchisor's Disclosure Document, and that no representations have been made by Franchisor, or its officers, directors, shareholders, employees or agents that are contrary to the statements made in Franchisor's Disclosure Document, or to the terms of this Agreement,

In consideration of the mutual rights and obligations contained in this Agreement, Franchisor and Franchisee agree as follows:

1. APPOINTMENT AND FRANCHISE FEE

1.1 Franchisor hereby grants to Fr anchisee, upon the terms and conditions contained in this Agreement, the right , franchise and privilege t o use the Marks, and to operate a JERSEY MIKE'S Restaurant (sometimes referred to as "Franchised Restaurant" or "the Restaurant") using the System, only at the location identified on the Summary Pages. If the Restaurant Location has not been identified on the Summary Pages, Franchisee will find an acceptable location for the Restaurant within the search area identified in Exhibit B-1 of this Agreement (the, "Search Area"). The Search Area has been identified for the sole purpose of facilitating the orderly development of the market, and not for purposes of granting Franchisee any exclusivity or protection within the Search Area. Franchisee acknowledges and agrees that Franchisor does not guarantee that Franchisee will find an acceptable site within the Search Area description set forth on Exhibit B-1 and that the Search Area is subject to change upon mutual agreement by Franchisor and Franchisee. Any change in the Search Area shall be made in the form of a n amendment to thi s Agreement, which must be signed by Franchisor and Franchisee prior to Franchisee beginning the site selection process within the amended Search Area.

Franchisee shall not relocate its Restaurant without the prior written approval of Franchisor.

Franchisee shall not use any other channels of distribution, such as the Internet, catalog sales, direct marketing, etc., without Franchisor's prior written approval. F ranchisor retains the r ight to use othe r channels of distribution (e.g., the Internet, catalog sales, telemarketing or other direct marketing) inside Franchisee's territory using Franchisor's principal trademarks.

• 1.2 Franchisor will not, so long as this Agreement is in force and effect and Franchisee is not in default under any of this Agreement's terms, enfranchise or operate any other JERSEY MIKE'S Restaurant from a location within the Designated Area described on the Summary Pages, with the following exception: F ranchisor reserves the r ight to place company-owned or franchised Restaurants at "nontraditional venues," such as airports, casinos, arenas, hospitals, hotels, malls, military installations, national parks, schools, stadiums and theme parks, within Franchisee's Designated Area. Franchisor reserves the right to place company-owned or franchised Restaurants outside the Designated Area. Franchisor also reserves the right to acquire or to be sold to a competing franchise system, which may or may not include restaurants in the Designated Area. Franchi see further acknowledges and agrees that other JERSEY MIKE'S Restaurants, food aggregators, or third-party delivery service providers may deliver to customers located in the Designated Area.
• 1.3 Franchisee shall pay to Franchisor the initial fee described on the Summar y Pages upon execution of the Agreement. Said fee shall be deemed fully earned and non-refundable upon execution of this Agreement as consideration for expenses incurred by Franchisor in furnishing assistance and services to Franchisee and for Franchisor's lost or deferred opportunity to franchise others, except as may be specifically provided in this Agreement or any Exhibit attached to this Agreement.

2. TERM AND RENEWAL

2.1 This Agreement shall be effective and binding from the date of its execution by Franchisor (the "Effective Date") and shall expire ten (10) years from the Effective Date, which is described as the Expiration Date on the Summary Pages.

Source: Item 22 — CONTRACTS (FDD page 77)