Are there any exceptions to Lees Famous Recipe's right of first refusal, and if so, what are they?

D. Rights Reserved to us. We (for us and our affiliates) retain the right:

• 1. to directly operate, or to grant other persons the right to operate, Lee's Famous Recipe Restaurants at locations outside the Designated Territory;
• 1. to directly operate, or to grant other persons the right to operate, Lee's Famous Recipe Restaurants at Non-Traditional Venues within and outside the Designated Territory;
• 1. to promote, sell and distribute anywhere, including through restaurants and other establishments, the Products and the services authorized for sale at Lee's Famous Recipe Restaurants under trademarks and service marks other than the Marks through similar or dissimilar channels of distribution;
• 1. to promote, sell, distribute and license the Products and the services authorized for sale at Lee's Famous Recipe Restaurants, as well as similar products and services, other food products, beverages, clothing, glassware and memorabilia under the Marks through dissimilar channels of distribution (i.e., other than the operation of full-service Lee's Famous Recipe Restaurants), including direct mail, wholesale activities, grocery stores, convenience stores, retail

stores, and by electronic means such as the Internet, and other permanent, temporary, or seasonal food service facilities, carts, kiosks, or other mobile food vehicles, such as food trucks, and pursuant to conditions we deem appropriate within and outside the Designated Territory;

• 1. to acquire businesses that are the same as or similar to the Restaurant or other Lee's Famous Recipe Restaurants and operate such businesses regardless of whether such businesses are located within or outside the Designated Territory, and to be acquired by any third party which operates businesses that are the same as or similar to the Restaurant or other Lee's Famous Recipe Restaurants regardless of whether such businesses are located within or outside the Designated Territory; and
• 1. to promote the System and the Restaurants generally, including on the Internet (or any other existing or future form of one or more electronic commerce) and to create, operate, maintain and modify, or discontinue the use of websites using the Marks.

We (for us and our affiliates) further retain all other rights not explicitly granted to you under this Agreement.

Source: Item 22 — CONTRACTS (FDD pages 69–70)