What are the key terms outlined in the Southern Steer Multi-Unit Development Agreement exhibit?

pany | ("Franchisor"), a | and ("Multi | | Unit Developer "). | | | | | | | | | |

INTRODUCTION.

Franchisor owns or licenses the System and the Marks for use in operating Southern Steer Businesses.

The Franchisor has the right and authority to grant to qualified third parties the right to license the System and Marks to open and operate a certain number of Southern Steer Businesses in accordance with a Development Schedule within a specified Development Territory.

The Multi-Unit Developer desires to license the System and Marks to open and operate multiple Southern Steer Businesses in accordance with a Development Schedule within a specified Development Territory in accordance with the terms and conditions of this Agreement.

The Franchisor desires to grant Multi-Unit Developer the right to open and operate multiple Southern Steer Businesses in accordance with a Development Schedule within a specified Development Territory in accordance with the terms and conditions of this Agreement.

Pursuant to the above Introduction and in consideration of the mutual promises and covenants set forth in this Agreement, the Franchisor and the Multi-Unit Developer agree, and contract as follows:

1. DEFINITIONS

For purposes of this Agreement, the following words will have the following definitions:

• Controlled Entity. "Controlled Entity" will mean an Entity in which (a) the Multi-Unit Developer is the Owner of at least 51% of the Ownership Interests in the Entity; or (b) the Multi-Unit Developer 's Owners are the Owners of at least 51% of the Ownership Interests in the Entity.
• Franchise Agreement. "Franchise Agreement" will mean the Franchisor's thencurrent standard Franchise Agreement.
• Terms Defined in Franchise Agreement. Capitalized terms used but not defined in this Agreement will, if defined in the Franchise Agreement, have the meanings ascribed to such terms in the Franchise Agreement.

2. GRANT OF DEVELOPMENT RIGHTS; DEVELOPMENT TERRITORY.

Development Territory. The Franchisor hereby grants to the Multi-Unit Developer, for the Term of this Agreement, the right to enter into Franchise Agreements with the Franchisor for the development and operation of Southern Steer Businesses in accordance with the development schedule set out in Attachment A ("Development Schedule") within the geographical area

• ("Development Territory") set out in Attachment A. This Agreement will not constitute the sale of a Franchise to the Multi-Unit Developer but rather will give the Multi-Unit Developer the right and obligation to enter into Franchise Agreements with the Franchisor to own and operate franchised Southern Steer Businesses in the Development Territory.
• Non-Exclusive. The Franchisee acknowledges that the rights granted in this Agreement are non-exclusive. However, so long as Franchisee is not in default of this Agreement, the Franchise Agreement for Multi-Unit Developer's first Southern Steer Business ("Initial Franchise Agreement") or any other agreement between Multi-Unit Developer and Franchisor, Franchisor will not operate or license a third party to operate a Southern Steer Business in the Development Territory for the First Period set out in the Development Schedule attached hereto as Attachment A. Upon expiration of the First Period, Franchisor has the right to operate and license third parties to operate Southern Steer Businesses in the Development Territory.
• Reservation of Rights. Notwithstanding Section 2.2, the Franchisor and its Affiliates will have the absolute right to:
  • (a) Subject to the terms and conditions of the Franchise Agreements between Franchisor and Multi-Unit Agreement regarding the Protected Area defined therein, to use, and license the use of, the System or component(s) thereof, for the operation of Southern Steer Businesses inside or outside the Development Area, regardless of proximity to the Development Area;
  • (b) To offer and sell any products and services sold at Southern Steer Businesses under any other names and marks, including through alternative channels of distribution anywhere;
  • (c) To offer and sell, and/or license or franchise others to offer and sell, products and services for Other Businesses and market Other Businesses to anyone, including prospective and existing franchisees anywhere within or outside of the Development Territory;
  • (d) To acquire businesses that are the same as or similar to the Southern Steer Business and operate such businesses anywhere within or outside of the Development Territory and to be acquired by any third party which operates businesses that are the same as or similar to the Southern Steer Business anywhere within or outside of the Development Territory;
  • (e) To market, distribute and sell, on a wholesale or retail basis, food products, prepackaged food, ancillary products and other goods, by direct sale, wholesale, the Internet, mail order, food truck, food trailer, third-party delivery services, other alternative distribution channels or by any other marketing or distribution method that may use the System under the Marks or other marks within or outside of the Development Territory;
  • (f) To implement multi-area marketing programs and delivery service programs which may allow Franchisor or others to solicit or sell to customers anywhere and Franchisor has the right to issue mandatory policies to coordinate such multi-area marketing programs; and
    • (g) To operate Southern Steer Businesses from Non-Traditional Locations anywhere.
• Personal License. The Multi-Unit Developer will not have the right to franchise, sub-franchise, license or sublicense its rights under this Agreement. The Multi-Unit Developer will not have the right to Transfer this Agreement or its rights under this Agreement, except asspecifically provided for in Section 7.2.

3. TERM.

This Agreement will commence on the Effective Date, and, unless sooner terminated in accordance with the terms of this Agreement, this Agreement and all rights granted hereunder will end on the last day of the calendar month that the final Southern Steer Business is required to be developed and opened under the Development Schedule ("Term"). At the end of the Term of this Agreement, the Multi-Unit Developer's development rights with respect to the Development Territory will automatically terminate, and the Multi-Unit Developer will not have the right to renew or extend the Term of this Agreement.

4. FEES.

• Development Fee. In consideration of Franchisor granting the Multi-Unit Developer the right to develop multiple Southern Steer Businesses in the Development Territory, Multi-Unit Developer will pay the Franchisor a development fee ("Development Fee") in an amount equal to:
  • (a) The Initial Franchise Fee set out in the Initial Franchise Agreement for the first Southern Steer Business that the Multi-Unit Developer is committed to develop under the Development Schedule;
  • (b) $49,500 for the second Southern Steer Business that the Multi- Unit Developer is committed to develop under the Development Schedule; and
  • (c) $42,000 for the third Southern Steer Business that the Multi-Unit Developer is committed to develop under the Development Schedule.

For the avoidance of doubt, the total amount of the Development Fee is set forth in Attachment A of this Agreement.

• Development Fee Due. The Development Fee set out in Attachment A is due upon the Multi-Unit Developer's execution of this Agreement.
• Fees are Non-Refundable. The Development Fee will be nonrefundable and will be fully earned by the Franchisor when the Development Fee is paid by the Multi-Unit Developer even if Multi-Unit Developer fails to develop any Southern Steer Businesses under the terms of this Agreement.

Initial Franchise Fees and Corresponding Franchise Agreements.

• (a) First Southern Steer Business. Upon executing this Agreement, the Multi-Unit Developer must execute the Initial Franchise Agreement for its first Southern Steer Business that the Multi-Unit Developer is required to open and operate under this Agreement ("First Southern Steer Business"). The portion of the Development Fee paid in accordance with Section 4.1(a) will be applied as the Initial Franchise Fee set out in the Initial Franchise Agreement at the time the Initial Franchise Agreement is executed by the Multi-Unit Developer. No additional Initial Franchise Fee will be due.

• (b) Second Southern Steer Business. For the second Southern Steer Businesses Multi-Unit Developer is required to open and operate in the Development Territory pursuant to the Development, the portion of the Development Fee paid in accordance with Section 4.1(b) will be applied as the then current initial franchise fee set out in the then-current Franchise Agreement at the time the Franchise Agreement is executed by the Multi-Unit Developer. No additional Initial Franchise Fee will be due.

• (c) Any Subsequent Southern Steer Businesses. For the any subsequent Southern Steer Businesses Multi-Unit Developer is required to open and operate in the Development Territory pursuant to the Development, the portion of the Development Fee paid in accordance with Section 4.1(c) will be applied as the then current initial franchise fee set out in the then-current Franchise Agreement at the time the Franchise Agreement is executed by the Multi-Unit Developer.

• Payments to the Franchisor. The Multi-Unit Developer will not, on grounds of the alleged nonperformance by the Franchisor of any of its obligations under this Agreement, any other contract between the Franchisor and the Multi-Unit Developer, or for any other reason, withhold payment of any Development Fees or other payments due the Franchisor pursuant to this Agreement, any Franchise Agreement or any other contract with the Franchisor. The Multi-Unit Developer will not have the right to "offset" or withhold any liquidated or unliquidated amounts, damages or other funds allegedly due to the Multi-Unit Developer by the Franchisor against any Development Fees or payments due to the Franchisor by the Multi-Unit Developer pursuant to this Agreement, any Franchise Agreement or any other contract with the Franchisor. The Franchisor will have the right to deduct from amounts payable to the Multi-Unit Developer by the Franchisor or an Affiliate any fees or other payments owed by Multi-Unit Developer to the Franchisor, an Affiliate or a third party. The Franchisor will also have the right to apply the Fees and other payments made to the Franchisor by the Multi-Unit Developer in such order as the Franchisor may designate from time to time.

5. DEVELOPMENT SCHEDULE.

• Development Schedule. The Multi-Unit Developer acknowledges and agrees that the Development Schedule set forth in Attachment A is a material provision of this Agreement. For purposes of determining compliance with the Development Schedule set forth in this Section 5.1, only the Multi-Unit Developer's Southern Steer Businesses actually open and continuously operating in the Development Territory as of a given date will be counted toward the number of Southern Steer Businesses required to be open and continuously operating. The Multi-Unit Developer will be required to open and operate a minimum of three Southern Steer Businesses in the Development Territory.
• Development Periods. At a minimum, the Multi-Unit Developer shall develop the number of Southern Steer Business in the Development Territory during each 12-month period from the Effective Date of this Agreement ("Development Period") in accordance with the Development Schedule. Notwithstanding any provision in the Franchise Agreement to the contrary, the Multi-Unit Developer will be required to open the Southern Steer Businesses developed by the Multi-Unit Developer under this Agreement according to the Development Periods set forth in the Development Schedule, and the Franchise Agreement for each of the Multi-Unit Developer's Southern Steer Businesses will be deemed to be amended accordingly. The Multi-Unit Developer agrees that time is of the essence with respect to compliance with the Development Schedule.
• Reasonableness of Development Schedule. The Multi-Unit Developer represents that it has conducted its own independent investigation and analysis of the prospects for the establishment of Southern Steer Businesses within the Development Territory and approves of the Development Schedule as being reasonable and viable.

6. OTHER OBLIGATIONS OF MULTI-UNIT DEVELOPER.

• Franchise Agreements. The Multi-Unit Developer or a Controlled Entity must sign our then-current Franchise Agreements for each Southern Steer Business opened under the terms of this Agreement. These Franchise Agreements may not be the same as the Initial Franchise Agreement. The Franchisee agrees to comply with the terms and conditions of each Franchise Agreement as a part of its obligations hereunder and acknowledges that failure to execute and comply with such Franchise Agreements shall be treated as a breach of this Agreement. The failure of the Multi-Unit Developer or the Controlled Entity to provide the Franchisor with an executed Franchise Agreement by the end of any applicable Development Period set out in the Development Schedule will constitute a material breach of this Agreement, and the Franchisor will have the right to terminate this Agreement as provided for herein
• Ownership of Controlled Entity. All Owners of the Controlled Entity are subject to Franchisor's prior approval before signing any Franchise Agreement and must meet the Franchisor's then current criteria for Franchisees. If the Franchise Agreement required to be executed pursuant to this Section 6 (and the other applicable provisions of this Agreement) is executed by an approved Controlled Entity, then: (a) the Multi-Unit Developer (or the Multi-Unit Developer's Owners) will be required to maintain at least a 51% Ownership Interest in the Controlled Entity during the Term of this Agreement; and (b) the Multi-Unit Developer will not be relieved from complying with the terms, conditions and the Multi-Unit Developer's obligations set forth in this Agreement.

Source: Item 21 — EXHIBIT B: FINANCIAL STATEMENTS (FDD page 6)