In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.
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Question: Exhibit 6.7 EXCLUSIVE DISTRIBUTOR AGREEMENT This Distributor Agreement (Agreement) is made and entered into this 17t h day of May, 2017 by and between SMART RX SYSTEMS, INC., a Florida corporation, with its principal place of business at Red Bug Lake Road, Suite 256, Winter Springs, Florida 32708, U.S.A. (Company) and A3 DEVELOPMENT GROUP, LLC, a Texas limited liability company, with its principal place of business at 17521 Highway 69 South, Suite 120, Tyler, Texas 75703 (Distributor). 1. DEFINITIONS: Background IP or Background Technology means existing Intellectual Property not generated in the course of the Company's Business and owned by Smart RX Systems, Inc. Business means the Business to be conducted by the parties as described in Section 2 of this Agreement. Code means the Internal Revenue Code of 1986, as amended. All references herein to sections of the Code shall include any corresponding provision or provisions of succeeding law. Company Marks shall mean those trademarks, service marks, logos and trade names specified in Exhibit A used by Company in its commercial activities related to the Products. Confidential Information means all proprietary information of Company or a third party disclosed on or after the date hereof by Company to Distributor in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is designated as confidential or proprietary, including, without limitation: technical data; methods; computer programs and related materials; product specifications; documentation; processes; inventions; products under development; sales; marketing; business and financial information; pro formas and projections; customer lists; internal memoranda; and correspondence. Customers shall have the meaning as set forth in Section 2.5. Intellectual Property means any Invention, Patent, trade secret, technical know-how, trademark, or work for which copyright protection is available under Title 17 of the United States Code. Invention means an invention patentable under Title 35 of the United States Code, or any patent on such an invention. Kiosk Location means each Pharmacy where the Pharmacy Kiosk is installed and operational. Medications means the inventory contained within each Kiosk Location.

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 1 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

Operations Expense means all operating costs incurred in the operations of the Pharmacy (Wages, Taxes, and benefits of Pharmacist and or Pharmacy Tech, Liability Insurance of $100/month, miscellaneous expenses not exceeding $250/month, Fax, Phone, Internet, cost of supplies (Paper, cartridges, vials, vial caps, envelopes, prescription labels). The supplies costs are a flat fee of $0.75 per prescription filled). Operating costs exclude the cost of space and utilities. Patents mean all patents and applications relating to the Kiosk or resulting from any Inventions relating to the Smart Pharm Assist Kiosk™️. Person means a natural person, corporation, limited liability company (LLC), Series LLC, partnership, succession, trust, estate, association or other form of legal entity. Physician(s) means any physician, physician group practice, or other health care provider identified by Distributor in writing to the Company as a potential user of the Smart Pharm Assist Kiosk™️ in the Territory. Products shall mean the Company's Smart Pharm Assist Kiosk™️ and associated documentation, inventions, software, application and processes. Regulations means any regulations adopted under the Code. Territory shall mean Exclusivity for the state of Texas, USA, and Exclusive Distribution opportunities in all other states (with either the Company or Distributor), except the state of Florida. 2. APPOINTMENT AND ACCEPTANCE: 2.1 Exclusive Appointment. Company hereby appoints Distributor as Company's exclusive Distributor for the State of Texas, and Distributor accepts the appointment and agrees to represent the Products within the Territory. Company agrees that no other Distributor will be appointed in any other state as a Distributor unless it is either the Company or Distributor, save and except for the state of Florida. 2.2 Marketing. Distributor agrees to use commercially reasonable efforts to market Company's Products in the Territory. Distributor agrees to include Company's trademarks, and the phrase Authorized Company Distributor, on all literature, marketing collateral, stationery and business correspondence in which the Products or related services are mentioned. 2.3 Direct Marketing. Company reserves the right to directly market and license Company products to customers within the state of Florida. 2.4 Promotion. Each party to this contract shall act in good faith towards the other in order to promote the business and meet the milestone targets and other goals of the Business Plan.

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 2 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

2.5 Distributor Responsibilities. The primary responsibilities of the Distributor shall be as follows: (i) Marketing the Smart Pharm Assist Kiosk™️ to Physicians, Physician group practices, Urgent Care Center, Freestanding Emergency Rooms, other retail convenience stores, other medical facilities, retailers (such as grocery stores (Brookshires), variety stores, (i.e., Family Dollar), medical office building owners, and other similar business in the Territory (collectively, Customers); and Smart Rx Reserves the right to market directly to Retailers nationally. (ii) Entering into pharmacy management services agreements (PMAs) with Customers in the Territory (similar in form as set forth on Exhibit B); (iii) Arranging to have Smart Pharm Assist Kiosk™️ supplied to Customers in the Territory under various contractual arrangements with Customers, including lease agreements, joint ventures, license agreements, jointly owned entities or other such ventures, between Customers in the Territory (and may also include contractual relationships with the manufacturer of Smart Pharm Assist Kiosk™️ and the Distributor); (iv) Except as otherwise provided by the applicable law, the debts, obligations and liabilities of both the Distributor and the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the party incurring such and neither Distributor, nor Company shall be obligated for any such debt, obligation or liability of the other party; (v) devotion of such time, energy, and skill on a regular and consistent basis as is necessary to distribute, promote the sale of, and sell the Products through all channels of distribution in the Territory in conformity with the Company's established marketing policies and programs; (vi) accurate representation and statement of Company policies to all potential and present customers; (vii) disclosure of any problems concerning Customers to the Company; (viii) Distributor has the sole right to bring in additional dealers under this Agreement. All new dealers will be compensated by A3 Development Group, LLC. 3. SERVICES PROVIDED BY COMPANY: 3.1 Purchasing of medications, vials, labels and other items for Customers in the Territory needed to supply prescription and over the counter (OTC) medications to be dispensed via the Smart Pharm Assist Kiosk™️. 3.2 Management and training services to be rendered to all employees of the Pharmacy.

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 3 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

3.3 Coordinate installation, training, support, and maintenance of the Smart Pharm Assist Kiosk™️. 3.4 Locating and hiring services of one or more pharmacists to support medication dispensing via the Smart Pharm Assist Kiosk™️ at locations of the Customers in the Territory who contract with Smart RX Systems, Inc. 3.5 All related operating support. 3.6 All inventory and purchasing management, and all accounting and financial activities including the preparation of Profit & Loss Statements for each Kiosk Location on a monthly basis. 3.7 Profits from the operation of the Business shall be calculated according to the methodology set forth in Section 4.1 or as otherwise mutually agreed upon in writing by the parties. 3.8 INTENTIONALLY LEFT BLANK. 3.9 Sales and Marketing Plans. From time-to-time, but in no event less frequently than annually, Company and Distributor will negotiate in good faith mutually acceptable sales and marketing plans (Plans) for Distributor for each twelve-month period corresponding to the Distributor's fiscal quarter, which Plans may include revenue targets and other specific performance obligations of Distributor. The initial Plan will be established by the parties written ninety (90) days following the effective date of this Agreement and incorporated by reference into this Agreement as a new Exhibit C to this Agreement. This Plan shall be reviewed by the parties each year. 3.10 The Company agrees that it shall: (i) comply with the laws and regulations that govern its business; (ii) carry reasonable amounts of insurance, whether through self-insurance or otherwise, to cover its responsibilities with respect to indemnification under Section 9 below. The Distributor shall have the right to examine the Company's insurance policies on request; (iii) provide reasonable assistance in answering any questions the Distributor may have about the Products; (iv) provide the Distributor with merchandising assistance from time to time in the form of advertising programs, promotions, manuals, product and sales training, and sales promotions;

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 4 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

(v) cooperate with the Distributor and its dealers in providing advertising and promotion of the Products through the Territory; 3.11 Product Recalls. If the Company (or any Pharmaceutical Manufacturer) recalls any Products dispensed by the Kiosk, Smart RX Systems, Inc. will immediately contact the Pharmacist at the location to remove the recalled products and contact the customers. 4. PAYMENT: 4.1 Payment. Payment to the Distributor for the sale of the Products to Customers shall be as follows: (i) Company will pay Distributor (or its Assignee) Ten Percent (10%) of the Master Distributor Override generated by each Customer Kiosk Location. (Master Distributor Override (MDO) shall mean Total Revenue per Customer Kiosk Location collected by SRXS from third party payors and patient cash payments). This 10% of the total revenue generated is payable only if the EBITDA is a positive EBITDA and exceeds the 10% of the revenue. In cases of a positive EBITDA but shortage of funds compared to the 10% of the revenue, Distributor will take less than 10%. If the EBITDA is negative, no payments will be made to Distributor. Additionally, it will be the sole responsibility of Distributor to make a full disclosure of the 10% MDO to all its clients. (ii) The MDO will be payable within ninety (90) days from the date of the transaction (First Month payable by the end of ninety (90) days from the end of the month). (iii) For each Customer Kiosk contracted and implemented by Distributor, Company shall also pay a management fee of 40% of Net Income (Net Income for this purpose is defined as EBITDA less percentage paid to the client. The balance is then split 40%/60% to A3 Development Group, LLC and Smart RX Systems, Inc. respectively). Net Income is defined as total Customer revenue collections less all incurred expenses, and is the distributable cash generated by each Customer location. These payments will also follow the payment policy outlined in 4.1 above. (iv) The Payment(s) to Distributor or its Assignee, as set forth herein, shall be further set forth in each Class A Series Agreement, along with the respective ownership interest for both the Company and the Distributor (or its Assignee) for each respective Kiosk Location which shall have its own separate Series, as defined by the Texas Business Organizations Code for Series Limited Liability Companies, and as set forth in the Company's Operating Agreement. (v) The Payments set forth in Section 4.1(i) and 4.1(iii) above will reflect the following:

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 5 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

The Parties further agree that to the extent a Pharmacy Kiosk is located in a medical facility that is subject to the Stark Law (or similar State Stark Law), that such medical facility may not be able to fulfill any Federal Healthcare Program (FHP) (Medicare, Medicaid, Tricare) prescription, but rather the Pharmacy Kiosk will bill such FHP prescriptions through a separate billing system. The Parties cannot share such FHP revenues with the Healthcare Facility Investors who are subject to the applicable Stark Laws, but Company and A3 Development Group, LLC shall share in the EBITDA on a 60/40 basis respectfully. 4.2 Method of Payment. Payments shall be made according to such methods as may be designated or agreed to by the Parties from time to time. 4.3 Expenses. Each party shall be responsible for their respective expenses incurred under this Agreement and shall be responsible for all taxes based on its own net income. 4.4 U.S. Currency. All payments under this Agreement shall be made in lawful United States currency. Due to the fact that no retail model has been developed to date, the retail agreement will be a separate agreement. 4.5 Auditable Records. Each Party shall keep true, accurate and consistent records containing regular entries relating to the disposition of the Products, distributed reproduced or maintained in inventory by each respective Party. These records shall be available for examination during normal business hours by accountants representing the other Party, who shall be entitled to perform an audit and to make copies and extracts, and receive any explanations that may reasonably be requested. Each Party is responsible for payment of the accountant's fee, except that the other Party shall be responsible for such fees in the event the examination disclose a discrepancy in a Party's favor of more than five percent (5%) of the payments due under this Agreement. 4.6 Quarterly Reports, Distributor agrees to provide Company, within thirty (30) days after the end of each calendar quarter, with a report depicting sales and sales leads, including volume projections. Distributor shall commence providing Company such reports within thirty (30) days following the end of the calendar quarter in which this Agreement is executed. 5. INTELLECTUAL PROPERTY RIGHTS: 5.1 License. For the term of this Agreement, Company grants Distributor a limited, revocable, non-transferable, non-exclusive license under Company's copyrights to use the Company Products at Distributor's facilities in the Territory solely for marketing and support purposes directly related to the performance of its duties under this Agreement. Except as may be reasonably necessary for marketing and technical support purposes, Distributor shall not duplicate or otherwise copy any Products without express written permission from Company. All Products shall be reshipped by Distributor exactly as delivered by Company, and may not be modified in any manner by Distributor.

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

5.2 Ownership of Technology. Except for the limited license granted in subsection 5.1 above, Distributor acknowledges and agrees that Company or its licensors own and will continue to own all right, title, and interest in and to the Products, including all copyright rights (including rights in audiovisual works), moral rights, patent rights (including patent applications and disclosures), rights of priority and trade secret rights recognized in any country or jurisdiction of the world, regardless of whether the Products are separate or combined with any other products, programs, or data. Company may, at its option, provide Distributor with copies of the Products for demonstration purposes, ill such cases, the demonstration products shall remain the property of Company and may not be duplicated, resold, lent, leased, given away or otherwise distributed. Distributor agrees to return aforesaid software at its expense upon written request from Company or at the termination of this agreement. 5.3 Notices. Distributor agrees not to alter, erase, deface or overprint any trademark, copyright and other notices of proprietary rights included by Company on or in Products. 5.4 Ownership of Marks. The Company Marks are the exclusive property of Company. Distributor has paid no consideration for the use of Company's trademarks, logos, copyrights, trade names or designations, and nothing contained in this Agreement shall give Distributor any interest in any of them. Distributor may use the Company Marks in marketing the Products but such use does not confer any right, title or interest in the Company Marks or in any of the Products. Distributor acknowledges that Company owns and retains all copyrights and other proprietary rights in all the Products, and agrees that it will not at any time during or after the term of this Agreement assert or claim any interest in or do anything that may adversely affect the validity or enforceability of any trademark, trade name, copyright or logo belonging to or licensed to Company (including without limitation any act, or assistance to any act, which may infringe or lead to the infringement of any copyright in the Products). Distributor agrees not to attach any additional trademarks, logos or trade designations to any Product. Distributor further agrees not to affix any Company trademark, logo, or trade name to any non-Company product. Distributor shall not register any Company Marks with any government authority or agency. All rights to use such Company Marks shall cease upon expiration or termination of this Agreement. 5.5 Infringement Enforcement. Distributor agrees to use its best efforts to cooperate in Company's efforts to protect its proprietary rights. Distributor agrees to immediately notify Company of any known or suspected breach of Company's proprietary rights that comes to Distributor's attention. 5.6 Ownership of Intellectual Property, Company shall retain ownership of its respective Background IP that each owned prior to this partnership and nay other IP developed during this marketing relationship. 6. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION: 6.1 Generally. It may be necessary during the performance of this Agreement for Company to disclose to Distributor Confidential Information. Distributor agrees to use the same degree of care to protect the confidentiality of the Confidential Information and to prevent its unauthorized use or dissemination as it uses to protect its own confidential information of a similar nature. Distributor agrees to use the Confidential Information only for purposes directly related to the performance of this Agreement. All Confidential Information remains the property of Company or the relevant third party, and no license or other rights to Confidential Information is granted or implied hereby. Company acknowledges Distributors value for identifying and contracting Customers and will not circumvent Distributor in any manner relative to its relationships with existing customers or leads.

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 7 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

6.2 Internal Procedures. Distributor shall secure and protect and shall make and keep only the minimum number of copies of any Confidential Information provided hereunder as may be required for technical or archival reasons, and will ensure that each copy is marked with a clearly legible confidentiality notice. Distributor shall restrict access to the Confidential Information to its bona-fide full-time employees, or consultants who have signed a non-disclosure agreement no less restrictive than terms of this Section, and who have a bona-fide need for such access. 6.3 No Derivative Developments. Distributor may not develop, market, license, sell or otherwise distribute any products derived in part or whole from the Confidential Information or Products or based on techniques revealed by Distributor's inspection of the Confidential Information or Products, except as expressly authorized by this Agreement. 6.4 Equitable Relief. Distributor consents to an injunction without bond or other equitable relief if sought by Company from a court of competent jurisdiction against the breach of the terms of this Section, in addition to any other legal or equitable remedies which may be available to Company. 6.5 Survival. Distributor's obligations under this Section shall survive any termination or expiration of this Agreement. 7. CONDUCT OF BUSINESS: 7.1 Reputational. Distributor will conduct all its business in its own name and in such manner as it may see fit. However, conduct which Company, in its discretion, deems detrimental to Company's image or reputation, shall be grounds for termination of this Agreement, upon reasonable notice and the failure to cure such behavior by Distributor. 7.2 Public Access. Distributor shall maintain publicly accessible facilities, including offices, a Website and toll-free telephone number within the Territory, and shall use its best efforts and devote such time as may be reasonably necessary to promote the sale of the Products within the Territory. 7.3 No Partnership or Agency. Nothing in this Agreement shall be construed to constitute the Distributor as the partner, employee or agent of Company, nor shall either party have any authority to bind the other in any respect, it being intended that each shall remain an independent contractor responsible only for its own actions. Distributor will pay all expenses of its office and activities and be responsible for the acts and expenses of its employees.

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

8. MARKETING MATERIALS: Company will provide Distributor with reasonable amounts of Company's standard marketing literature for Distributor's use in marketing the Products. Distributor may reproduce exact copies of such materials for such use. 9. REPRESENTATIONS AND WARRANTIES, LIMITATION OF LIABILITY, INDEMNIFICATIONS: 9.1 Distributor Representations. Distributor represents and warrants that it is a limited liability company organized and in good standing under the laws of the State of Texas. 9.2 Company Representations. Company represents and warrants that it is a corporation organized and in good standing under the laws of the State of Florida. 9.3 Disclaimer of Warranty. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO PERFORMANCE OF COMPANY PRODUCTS OR AS TO SERVICE TO DISTRIBUTOR OR TO ANY OTHER PERSON, EXCEPT AS SET FORTH IN ANY COMPANY OR END USER LICENSE AGREEMENT FOR SUCH COMPANY PRODUCTS. 9.4 No Implied Warranties. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. 9.5 Indemnification by Company. Company represents that it has sufficient right, title and interest in the Products and business processes to make this Agreement. Company agrees to defend at its expense any claim, suit or action against Distributor or any Company Licensee based on a claim that Company does not have sufficient right, title, and interest in the Products as furnished by Company, or that the Products as furnished by Company infringe on any Berne Convention copyright, United States or European patent, license, trade secret or other proprietary rights, and to pay the amount of any settlement, award, or the costs and damages finally awarded after appeal, if any, in any such claim, suit or action, provided (i) that Company is notified promptly in writing of any notice of claim or of threatened or actual suit; (ii) at Company's request and expense Company is given assistance for the defense of same; and (iii) the alleged infringement is not based upon the use of the Products in a manner prohibited under this Agreement, in a manner for which the Products were not designed, or in a manner not in accordance with the Products' specifications. 9.6 INTENTIONALLY LEFT BLANK. 9.7 Representations and Warranties. Each party (a Representing Party represents and warrants to the other party that:

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 9 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

(i) It (1) has the power and authority and the legal right to enter into this Agreement and perform its obligations hereunder and (2) has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. (ii) This Agreement has been duly executed and delivered on its behalf and constitutes a legal, valid, and binding obligation of such Party and is enforceable against it in accordance with its terms subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity. (iii) It is not aware of any pending or threatened litigation (and has not received any communication) that alleges that its activities related to this Agreement have violated, or that by conducting the activities as contemplated herein it would violate, any person's intellectual property rights. (iv) All necessary consents, approvals, and authorizations of all regulatory and governmental authorities or other persons required to be obtained by it in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder have been obtained. (v) The execution and delivery of this Agreement and the performance of its obligations hereunder (1) do not conflict with or violate any requirement of applicable law or regulation or any provision of its articles of incorporation, bylaws, limited partnership agreement, or any similar instrument, as applicable, in any material way, and (2) do not conflict with, violate, or breach or constitute a default or require any consent under, any contractual obligation or court or administrative order by which it is bound. (vi) It is duly organized and in good standing under the laws of its respective state of organization, and has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement. (vii) In the event of any dispute, any deadlock among both parties, or any claim, question, or disagreement arising from or relating to this Agreement or the interpretation, performance or breach thereof, the Parties shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to the parties. (viii) If any dispute, any deadlock among the Parties, or any claim, question, or disagreement arises out of or relates to this Agreement, or to the interpretation, performance, or breach thereof, and if the dispute or deadlock is not resolved through negotiation, all such disputes, deadlocks, claims, questions, or differences shall be finally resolved by arbitration in Orlando, Florida.

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 10 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

10. ARBITRATION: Any dispute arising over the terms and conditions of this Agreement or in any manner relating to this Agreement which the parties are unable to resolve informally between themselves or by mediation shall be submitted, upon the motion of either party, to arbitration under the appropriate rules of the American Arbitration Association (AAA). All such arbitration proceedings shall be administered by the AAA and held in Dallas, Texas. The parties agree that the decision of the arbitrator shall be final and binding as to each of them. The AAA administrative fee shall be advanced by the party initiating the proceeding, but shall be subject to final apportionment by the arbitrator. The arbitrator's fee shall be shared equally by the parties. The arbitrator's award may be enforced in any court having jurisdiction thereof. Prior to invoking arbitration, the parties will make a reasonable effort to settle any dispute in an informal and expeditious manner. The parties separately and specially agree that if either shall contend that this Agreement is invalid or that grounds exist for its rescission or cancellation, that any dispute concerning such contention shall be submitted to arbitration in the manner provided in this section. Each party shall bear such party's own attorneys' fees in any arbitration proceeding; however, if either party commences an action in court to compel arbitration, enforce an arbitration award, or otherwise seek by judicial means to secure compliance with the arbitration provisions of this Agreement, then the prevailing party shall be entitled to recover from the losing party the prevailing party's reasonable attorneys' fees and costs of suit incurred for such purpose. 11. TRAINING: Company will schedule and provide training classes regarding Company products for Company Pharmacists and Pharmacy Technicians. 12. TERM OF THE AGREEMENT: 12.1 Generally. This contract shall remain in effect initially for the five (5) year term (Initial Term) from the date signed and shall be automatically extended for one (1) year periods after the Initial Term (Renewal Term) unless (i) either party provides written notice of its intention not to renew the Agreement within 180 days prior to any Renewal Term; or (ii) this Agreement is otherwise terminated pursuant to the terms of this Section 12. 12.2 Termination for Cause. In addition to termination under Section 12.1, either party may terminate this Agreement by giving written notice to the other party: (i) if the other party fails to perform or comply with this Agreement or any provision thereof (subject to the cure period described below); or (ii) if the other party becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes the subject of a petition under any bankruptcy act. Termination by Company under this Section 12.2 shall be effective sixty (60) days following Company's giving of notice to Distributor if the occurrence giving rise to the right of termination has not been cured, or immediately in the event of a breach of Section 6 regarding Non-Disclosure of Confidential Information or Section 7.1 regarding conduct injurious to Company's reputation.

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

12.3 The rights and remedies of Company provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law or this agreement. 13. OBLIGATIONS AFTER TERMINATION: In the event that this Agreement is terminated for any reason, both Parties acknowledge that there are certain obligations that they are required to fulfill, therefore the Parties agree that, upon termination of this Agreement: 13.1 Distributor Obligations. Distributor shall: (i) pay all valid outstanding and final invoices issued by Company within thirty (30) days after termination is effective; (ii) immediately cease all distribution, duplication, and representation of the Products and marketing literature; (iii) immediately cease all use of any Company trademarks, and not there after use any mark which is confusingly similar to any trademark associated with any Product; (iv) immediately cease all representation of an existing relationship with Company; and (v) within thirty (30) days deliver to Company copies of all customer records (electronic, paper or otherwise) related to the Products. 13.2 Company Obligations. (i) Immediately cease all representation of an existing relationship with Distributor; (ii) All medication inventory is owned by Smart RX Systems, Inc. only; and (iii) Distributor shall continue to receive Net Income per Customer location for so long as Customer continues to utilize the Products. 13.3 No Use of Products. From and after termination Distributor shall not use internally or employ any of the Products or related materials as a part, portion, or basis of any product which Distributor shall use, sell, sublicense, assign, lease, loan, license or transfer to any third party. 13.4 Survival. The terms of Sections 5, 6, and 13-23 shall survive any termination or expiration of this Agreement. 14. NOTICES AND REQUESTS: Notices required under this Agreement shall be deemed given (i) when delivered in writing personally, (ii) when sent by confirmed telex or facsimile, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a commercial overnight carrier, with written verification of receipt. All communications will be sent to the addresses set forth below (or such other address as either party may subsequently designate):

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 12 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

Company: Smart RX Systems, Inc. Red Bug Lake Road, Suite 256 Winter Springs, Florida 32708 Distributor: A3 Development Group, LLC 17521 Highway 69 South, Suite 120 Tyler, Texas 75703 15. CONTROLLING LAW: 15.1 Generally. This Distributor Agreement shall be exclusively governed, construed, enforced and controlled by the laws of the United States of America and of the State of Texas. The parties agree that any controversy, claim, dispute, or disagreement arising under, out of, or relating to this Distributor Agreement shall be exclusively submitted for resolution exclusively to courts of competent jurisdiction located in the County of Orange, State of Florida, USA. Distributor consents and submits to the exclusive jurisdiction and venue of such courts for the resolution of such controversies, claims, disputes, or disagreements. 15.2 Service of Process. The Parties further agree that service of process in any such controversy, claim, dispute, or disagreement may be made by sending service by registered mail, return receipt requested, and the Parties expressly waive any other rights to service. If either party employs attorneys to enforce any rights arising out of or related to this Distributor Agreement, the party prevailing shall be entitled to recover reasonable attorneys' fees from the other party. 16. MODIFICATION OF THE AGREEMENT: This Distributor Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. It shall not be modified except by a written agreement dated even herewith or subsequent hereto signed on behalf of Company and Distributor by their respective duly authorized representatives. 17. SEVERABILITY; WAIVER; FORCE MAJEURE: 17.1 Severability. If any provision of this Agreement shall be found to be invalid or unenforceable for any reason, the remaining provisions nevertheless shall remain in full force and effect. 17.2 Waiver. Any waiver on the part of any parties hereto shall not imply the waiver of any other right or interest of such party, or any subsequent waiver. 17.3 Force Majeure. Except for failure to pay sums required under this Agreement, the parties hereto shall not be responsible for any failure or delay in the performance of any obligations hereunder caused by acts of God or the public enemy, flood, fire, natural disaster, war or preclusive acts of any governmental authority.

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 13 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

18. ATTORNEYS' FEES: If either party employs attorneys to enforce any rights arising out of or related to this Distributor Agreement, the party prevailing shall be entitled to recover reasonable attorneys' fees and costs from the other party. 19. BINDING EFFECT: Subject to the limitations hereinbefore expressed, this Distributor Agreement will inure to the benefit of and shall be binding upon the parties, their successors, administrators, heirs, and assigns. 20. NATURE OF RELATIONSHIP: Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Distributor's relationship to the Company is that of an independent contractor. 21. NO IMPLIED WAIVER: The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation. 22. COUNTERPARTS/ELECTRONIC SIGNATURES: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature. 23. SEVERABILITY: Whenever possible, each provision of this Agreement, will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 14 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

24. HEADINGS: Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. IN WITNESS HEREOF, the parties have hereunto set their hands and seals as of the date stated at the beginning of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original for all purposes, and together shall constitute one and the same document. Telecopied signatures shall be relied on as original signatures in all respects. COMPANY: DISTRIBUTOR: SMART RX SYSTEMS, INC., A3 DEVELOPMENT GROUP, LLC, a Florida corporation a Texas limited liability company By: /s/ Sandeep Mathow By: /s/ Tracy W. Gunter Name: Sandeep Mathow Name: Tracy W. Gunter Title: Founder & CEO Title: Partner

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 15 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

Exhibit A Company Marks trademarks, service marks, logos and trade names

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 16 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

Exhibit B Example Pharmacy Management Services Agreements

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 17 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

Exhibit C Sales and Marketing Plans

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 18 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty's ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

Answer: Distributor acknowledges that Company owns and retains all copyrights and other proprietary rights in all the Products, and agrees that it will not at any time during or after the term of this Agreement assert or claim any interest in or do anything that may adversely affect the validity or enforceability of any trademark, trade name, copyright or logo belonging to or licensed to Company (including without limitation any act, or assistance to any act, which may infringe or lead to the infringement of any copyright in the Products)

Question: Exhibit 10.2 Portions of this Exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by asterisks (*****), and the omitted text has been filed separately with the Securities and Exchange Commission. CONTENT LICENSE, MARKETING AND SALES AGREEMENT This CONTENT LICENSE, MARKETING AND SALES AGREEMENT (the Agreement) is entered into and effective as of January 15, 2008, (the Effective Date) by and between eFashion Solutions, LLC, a New Jersey limited liability company having its principal place of business at 80 Enterprise Avenue South, Secaucus, NJ 07094 (EFS) and Playboy.com, Inc., a Delaware corporation with offices at 680 North Lake Shore Drive, Chicago, IL 60611 (Client, which shall include affiliates controlling, controlled by or under common control with Playboy.com, Inc.). WHEREAS, Client is in the business of, inter alia, developing, marketing, promoting, distributing and selling branded and unbranded merchandise via physical media, worldwide, via mail order catalogs (the Catalogs) where orders are taken via multiple order channels including online, phone, fax and mail and via the Internet through its PLAYBOY-branded and BUNNY SHOP-branded e-commerce websites as designated on Exhibit 1 (the Websites) (the Catalogs and Websites shall be collectively referred to as the Playboy Commerce Business). WHEREAS, the parties intend that EFS will operate under license from Client the Playboy Commerce Business, including, but not limited to, the marketing, promotion and distribution of branded, unbranded and co-branded soft and hard goods which include but are not limited to men's and women's apparel, home, lingerie, men's and women's accessories, jewelry, books and DVD's and related products (collectively, Merchandise) via the Catalogs and the Websites (including other Micro- Sites (as defined in Section 1.1(d)(vii))). NOW THEREFORE, in consideration of the promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto each intending to be legally bound, agree as follows: 1. Operation of the Playboy Commerce Business 1.1. Obligations of EFS. (a) Operations. EFS, at its sole cost and expense, shall be solely responsible for (i) developing, designing, operating, maintaining and distributing the Catalogs; (ii) developing, designing, operating, maintaining and hosting the Websites; (iii) except as otherwise set forth in this Agreement, the creation (except for that provided by Client) and use of all content to be displayed in the Catalogs and on the Websites; and (iv) marketing and promotion of the Playboy Commerce Business. EFS shall be permitted to display on the bottom of each page of the Websites Powered by eFashionSolutions which shall appear substantially as set forth in Exhibit 2, attached hereto and hereby incorporated by reference.

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

(b) Fulfillment Services. EFS, at its sole cost and expense or (with respect to pass-through expenses such as shipping, gift wrapping, etc.) at the consumer's expense, shall be solely responsible for conducting all business activities related to the Playboy Commerce Business, including, but not limited to the following activities: (i) setting the price consumers will pay for Merchandise offered through the Catalogs and Websites and for shipping thereof; (ii) processing all Catalog and Website orders placed by consumers, including, but not limited to, all picking, packing, billing, shipping, gift wrapping and other value-added services necessary to process orders from order placement to delivery, which shall be performed substantially as set forth in Exhibit 3, attached hereto and hereby incorporated by reference (collectively, Fulfillment Services); (iii) providing pricing, billing and financial clearinghouse services in connection with the Playboy Commerce Business; (iv) handling all customer service matters (provided, however, that Client and EFS shall agree upon a hot transfer process whereby non-e-commerce-related customer calls will be rerouted); (v) handling all financial transactions related to the Playboy Commerce Business, including, but not limited to, establishing merchant accounts with a banking institution to be approved by Client; (vi) handling all aspects of procuring Merchandise to be made available for sale through the Playboy Commerce Business, including, without limitation, all warehouse and inventory maintenance and control; and (vii) except as otherwise set forth in this Agreement, handling all advertising, promotion and marketing relating to the Playboy Commerce Business. Client acknowledges that the efficient and cost effective fulfillment of orders on the Websites will require that third parties that provide Merchandise to EFS under a Playboy license adhere to certain shipping and packaging guidelines provided by EFS, and which comply with Client's packaging guidelines as set forth in Exhibit 3. Client agrees to provide reasonable assistance to EFS to enable EFS to have such third parties agree to abide by the EFS guidelines. (c) Client Approval. All aspects of the Websites and the Catalogs, including, but not limited to, their look and feel (including as set forth in Section 1.1(d)(iii) below), use of the Playboy Marks (as defined in Section 7.2), functionality, models to be used and all Merchandise sold therein, shall be subject to Client's prior written approval, which shall not be unreasonably withheld. Further, EFS acknowledges that Client reserves the right to change the names of the PlayboyStore and ShopTheBunny/BunnyShop Catalog and Websites to new Client brands and/or to add names to be used provided that Client provides EFS with no less than six (6) months prior written notice. In the event that names are changed, except to the extent that there is an extenuating reason for such name change, EFS shall be permitted to continue to use domain names then in use for purposes of Micro Sites and/or forwarding domains (i.e., driving traffic to the new names). (d) Websites (i) Unless otherwise agreed by the parties and provided that this Agreement is executed not later than January 15, 2008, EFS agrees that no later than March 1, 2008, both Websites shall launch and be fully operational, with the exception of the gift wrapping which EFS shall make available as set forth in the time and action calendar (attached hereto as Exhibit 12 and hereby incorporated by reference) and local billing (pursuant to Section 3.1, below), and EFS shall be ready to perform all aspects of administration of the Website business, including, but not limited to, all Fulfillment Services. In furtherance of this launch

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

date, EFS and Client shall perform all activities and deliver all deliverables in accordance with the time and action calendar. Client acknowledges that if it is unable to perform any obligations within the time period agreed to in the time and action calendar that the launch of the Websites may be delayed accordingly. (ii) Client and EFS acknowledge that design and functionality of the Websites consistent with best practices for e-commerce is critical to ensure the maximum sales performance of the Websites and to maintain the goodwill of Client's customers. EFS will utilize best industry practices to maintain the shopping areas of the Websites in order to ensure that such areas feature functionality that is deemed best practice in the e-commerce industry and is updated with all content and brand imagery necessary to keep the shopping areas of the Websites up-to-date and fresh, in all instances maintaining the high level of brand integrity of the PLAYBOY brand while focusing on customer experience. From time to time, Client will provide updated photo and brand elements for purposes of utilization by EFS in Website design. (iii) In addition to any guidelines provided by Client, EFS shall use and comply with any style guides provided by Client to ensure consistency among retail channels (e.g., graphics, patterns, colors, logos, etc.), visual brand displays and seasonal color palettes. EFS shall maintain the shopping areas of the Websites consistent with the style guides (as modified for e-commerce) to maximize sales, brand appearance and marketability. Client will provide new brand and content assets from time- to-time along with updated style guides in both digital and hard copies, and EFS will update the Websites and future Catalogs accordingly within a commercially reasonable time following receipt. As of the Effective Date hereof, updated style guides are provided twice per year. EFS will have not less than six (6) months advance notice of upcoming new style guides. (iv) EFS will host all content displayed on the Websites on an EFS-hosted server provided by EFS at its sole cost and expense. EFS may at its election use a reputable third party hosting service to host the Websites; provided, however, that EFS shall nevertheless be responsible for ensuring the availability of the Websites as set forth in this Agreement. EFS shall provide as required all updates of content on the Websites, including enhancements, modifications and additions thereto. (v) EFS agrees to at all times during the Term use its best efforts to market the Websites no less diligently than it does other online properties managed by EFS on behalf of third parties (including without limitation, maintaining best practice functionality, search engine optimization tactics, utilizing customer acquisition and retention campaigns, etc.). (vi) EFS shall take all reasonable measures to ensure the performance of each of the Websites, including, at a minimum, availability at least ninety-nine and one-half percent (99.5%) of the time per month as averaged over any one (1) month period, excepting scheduled maintenance or a Force Majeure Event (as defined in Section 14.7). (vii) Subject to the prior, written approval of Client, which shall not be unreasonably withheld, EFS shall have the right at its sole cost and expense to design and launch as many micro- and sub-domain websites as EFS deems appropriate in order to take full

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

advantage of online marketing channels (collectively, Micro Sites); provided, however, that all such Micro Sites shall be designed and maintained consistent with the terms of this Agreement. At a minimum, EFS agrees to launch a version of the PlayboyStore.com Website, which does not contain products or content containing nudity, marital aid or massager Merchandise, within forty-five (45) days following launch of the PlayboyStore.com Website. (viii) Front-End Platform. In the event that EFS chooses to use the Demandware, Inc. (Demandware) front-end platform software and services for the Websites, EFS shall enter into a separate agreement directly with Demandware; provided, however, that the terms of any such agreement must be approved by Client in advance in writing. (e) Catalogs (i) EFS agrees that (A) the first issue of each of the Catalogs shall be sent to consumers by March 15, 2008; and (B) no later than March 1, 2008, EFS shall be ready to perform all aspects of administration of the Catalog business, including, but not limited to, all Fulfillment Services. (ii) EFS shall provide a copy of each Catalog to Client for review and approval not less than five (5) business days prior to printing. EFS shall promptly make any changes to the Catalog as may be reasonably requested by Client. No Catalog shall be sent to printing without the written approval of Client, which shall not be unreasonably withheld. (f) Models and Photography. EFS agrees that all female models depicted in or in connection with the Playboy Commerce Business shall be approved by Client and shall be Playmates (or other Playboy models, including, but not limited The Girls Next Door) as requested by the Client unless otherwise mutually agreed in advance in writing by the parties. In addition, EFS agrees to shoot major photography in connection with the Playboy Commerce Business in Los Angeles and in coordination with Client, as requested by Client and in line with current and past practices (taking into account changes in Client's Catalog- related strategy) with respect to process, cost and frequency. EFS shall be responsible for all costs and expenses in connection with such photography, including, but not limited to, payments to models and photographers, based upon an estimated schedule of costs attached as Exhibit 4. EFS shall secure model and photographer releases in a form provided by Client and shall provide all content created under this Section 1.1(f) to Client within thirty (30) days of creation. All such photographs shall be deemed Playboy Content for purposes of this Agreement, for which EFS shall have a license to use during the Term solely in connection with the Playboy Commerce Business and as is necessary to promote the Websites. During the Term, Client shall not be permitted to sell or otherwise provide such photographs to third party retailers (except for those retailers operating under the PLAYBOY brand) or Licensees (as defined in Section 2.4), without the prior written approval of EFS. (i) Client shall own all content produced pursuant to Section 1.1(f) (whether or not actually used), and EFS hereby assigns to Client all right, title and interest, including all rights in copyright, in and to the photographs and materials, and agrees to cooperate with all reasonable requests by Client, and take all reasonable actions, to effect or perfect such assignment. EFS hereby provides Client with an irrevocable power of attorney appointing Client as its irrevocable attorney-in-fact coupled with an interest to execute all such assignments on

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

behalf of EFS in the event that EFS fails to do so within thirty (30) days following written request by Client. Client hereby grants to EFS a limited and perpetual right and license to use such photographs and materials for research and forecasting purposes, including, but not limited to, combining the same with reports and analytics concerning the performance of the Websites, providing information to strategic partners to better define consumer purchasing habits, and for trend forecasting and planning purposes. In addition, during the Term, EFS may use such photographs and materials to provide information to Client Licensees to better define consumer purchasing habits, refine the design and performance of the Websites and EFS Portals on which the Merchandise is sold in connection with any EFS Analysis (as defined below), and for marketing and planning purposes. For the avoidance of doubt, no information provided to third parties under this Section 1.1(i) shall: (i) specifically or by inference identify or in any way reference Client; (ii) disclose any proprietary information of Client; or (iii) disclose any personally identifiable information of or otherwise identify any consumer of the Websites or the Catalogs. (g) Compliance with Guidelines. EFS shall at all times comply with the provisions and limitations set forth in Client's editorial and advertising guidelines, which are attached hereto as Exhibit 5 and hereby incorporated by reference, as the same may be amended from time to time at Client's sole discretion, effective upon fifteen (15) business days prior written notice to EFS (the Guidelines). (h) Compliance with Laws. Throughout the Term, EFS shall be solely responsible for knowledge of and compliance with all applicable international, federal, state and local laws, rules, regulations, ordinances, industry guidelines and similar restrictions (collectively, Laws) in connection with operation of the Playboy Commerce Business. EFS shall be responsible for monitoring such Laws and taking any actions necessary to keep compliant all aspects of the Playboy Commerce Business, including, but not limited to, the Privacy Policy (as defined in Section 5.1(a)), as well as best practices relating to Direct Marketing Association (DMA) Guidelines (as they relate to the DMA Privacy Promise, pander files, etc.). (i) Product Placement. At no additional cost to Client, EFS will provide preferential placement in the Catalogs and/or on the Websites, as requested by Client, for certain Merchandise from time-to-time, e.g. apparel, magazines, books, DVD's, etc. or marketing campaigns that tie to events and initiatives of Client and its affiliates, consistent with Client's past practices in the prior placement of such items in the Catalogs and/or on the Websites. (j) Staffing/Retention of Client Employees. EFS agrees to staff the Playboy Commerce Business sufficiently to operate and grow the Playboy Commerce Business. An initial organizational chart approved by both parties is attached as Exhibit 6, attached hereto and hereby incorporated by reference. EFS agrees to employ certain individuals who are currently employed by the Client (names, titles and current salaries are listed in Exhibit 6), the hiring of whom shall be complete no later than March 1, 2008. Client shall coordinate with EFS regarding the termination of these employees and their subsequent hire by EFS. Each of the hired employees shall be required to comply with all policies and procedures of EFS which are generally applicable to its employees; provided however that levels of seniority and tenure of hired employees (as they relate to vacation time, etc.) will carry over to EFS. Client shall have

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

input and approval rights regarding the hiring of key positions in connection with the Playboy Commerce Business, including replacement personnel, which approval shall not be unreasonably withheld. EFS agrees that ***** primary responsibilities will continue to be the Playboy Commerce Business. (k) Keywords. EFS may use Playboy Marks as keyword-targeted advertising on any portal, search engine or other website; provided, however that such use is directly related to the Merchandise available on the Playboy Commerce Business or the promotion of the Websites. Any use of Playboy Marks as keywords not directly related to Merchandise shall be subject to Client's prior written approval. (l) Service Model Option. Client shall have the right upon not less than six (6) months prior written notice to request that, at any time as of the third anniversary of the Effective Date, EFS provide its services to Client via a service model, in which case, upon effective date of transition to a service model, EFS will no longer be a licensee but rather a vendor. In such transition to a service model, the parties will work in good faith to establish a reasonably equivalent economic benefit for EFS (adjusting for operational responsibilities and economic risk being transferred to Client). The parties agree that Client will not be charged a higher fee than what is being made available by EFS to its other Clients for similar services. The terms of such arrangement will allow for Client to recognize the top-line revenues from the Playboy Commerce Business as well as assume responsibility for various operations of the business as determined by Client, with the remaining services to be provided by EFS. In such event, EFS shall provide Client with all best practice services and tools that are provided to EFS' largest clients. The parties further agree that in the event Client elects to receive services hereunder via the service model, during the transition to the service model, the operation of the Websites will remain on the EFS core technology platform. (m) Insurance. EFS shall maintain at all times during the Term of this Agreement insurance as provided below and shall name Client, its parent company, subsidiaries and affiliated entities and their respective officers, directors, shareholders, agents and employees as additional insureds to the extent of indemnity provided herein under its liability policies as follows: (i) Commercial general liability insurance including premises/operations, broad form property damage, independent contractors, and contractual liability covering EFS' obligations hereunder for bodily injury and property damage, with a combined single limit of not less than $1,000,000 each occurrence and $6,000,000 umbrella coverage; (ii) Workers' compensation insurance in statutory amounts covering EFS and its employees; and (iii) Errors and omissions insurance, and employer's liability insurance in an amount not less than $1,000,000 per accident/disease. (iv) All insurance required above shall be carried with insurance companies licensed to do business in the state(s) where operations are maintained with a rating

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

of no less than A-. EFS shall deliver to Client, upon execution of the Agreement, certificates of insurance as evidence of the required coverages. EFS agrees that these policies shall not be canceled or materially changed without at least thirty (30) days' prior written notice to Client. Such notice shall include written confirmation and details of replacement insurance coverages and other material revisions to the policies, which shall be effective immediately upon any cancellation or material change in EFS' policies in order that no gap in coverage results. 1.2. Obligations of Client. (a) Client will provide instructions and specifications for linking to the Licensed Domain Names (as defined in Section 7.3) from the EFS-hosted server. (b) Client will provide image and descriptive content, the selection of which shall be at Client' discretion, related to the Client Inventory (as defined in Section 2.2) as may be in Client's possession, subject to rights availability and the license grant contained in Section 7.1 (collectively, the Playboy Content), for use by EFS in connection with the Playboy Commerce Business. Client shall use commercially reasonable efforts to ensure that all digital images provided to EFS conform to the file format and size requirements specified by EFS. Client will use commercially reasonable efforts to provide EFS with at least six (6) months notice prior to providing any new brand imagery, brand elements or style guides, and EFS will prepare a time and action calendar for the updating of respective sections of the Websites and/or Catalogs. (c) Client shall be solely responsible for the design and maintenance of www.playboy.com (the Playboy Site). Client agrees to place a persistent shopping button on the main navigation bar of the Playboy Site (with Shop Playboy or such other wording as may be mutually agreed upon by the parties), and Client further agrees that the shopping button will be located on the main navigation bar of all sub pages. Client will also promote the Playboy Commerce Business with calls to action in its rotation of house ads throughout the Playboy Site (the placement of which to be determined by Client in its sole reasonable discretion, taking into account conversion rates and click-through success), with creative to be provided by EFS and approved by Client. EFS acknowledges that the Playboy Site is currently undergoing a redesign. The parties will work together in good faith to provide additional promotion on the Playboy Site of the Playboy Commerce Business, which shall fit within context of the new design of the Playboy Site. Notwithstanding the foregoing, Client agrees that the shopping button directing customers to the Websites will continue to be located on the main navigation bar appearing above the fold on the Playboy Site and all sub pages. Client and EFS will work together in good faith to provide additional promotion of the Websites licensed by EFS. 2. Merchandise. 2.1. Merchandise Assortment. (a) The Merchandise mix shall be determined by EFS in its reasonable discretion in operating the business with input and collaboration from Client, provided that EFS agrees it will merchandise individual items as directed by Client based on factors such as alignment with Client's retail stores (for Bunny Shop only) or for new Client media initiatives (e.g., a new book, special edition of PLAYBOY Magazine, etc.) with unit decisions made by

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

EFS in its reasonable discretion. The parties agree that there will be regular merchandising meetings between the parties to discuss sales performance, fashion, brand and retail trends, and initiatives. It is contemplated that such meetings shall take place no less than once per month during the first year of the Term and then no less than quarterly thereafter. (b) The parties agree that the Merchandise mix as of the Effective Date for each of the Websites and Catalogs is an approved baseline of categories and the general mix of Merchandise and that there will be no material deviations from such mix without the mutual agreement of Client and EFS, provided however that (i) EFS shall use commercially reasonable efforts to work with Client to align the merchandising of the Bunny Shop with that of Client's retail stores and (ii) EFS shall collaborate with Client to reduce the amount of unbranded (i.e., non-Playboy branded) apparel from its current levels (currently ***** of all apparel and ***** of the total Merchandise mix), which shall in no event comprise more than ***** of EFS' total Merchandise mix. For the avoidance of doubt, Merchandise shall not include ticket sales to Client-sponsored or other events. For purposes of this Agreement, the term branded Merchandise shall refer to Merchandise which contains or references any of the Playboy Marks or is otherwise branded or labeled with a Playboy Mark, and the term unbranded Merchandise shall refer to Merchandise which does not contain or make reference to any of the Playboy Marks. (c) Notwithstanding the provisions of this Section 2.1, if Client determines in its sole discretion that certain Merchandise must be removed or altered for legal reasons, EFS shall promptly take such action required by Client. If Client requests that EFS change or discontinue any Merchandise for reasons other than legal, Client will provide EFS with sufficient notice and a reasonable sell-off period to minimize any disruption to the Playboy Commerce Business and EFS shall comply. In the event that the Merchandise required to be removed is a current item being sold and such removal results in an actual material impact on revenues or Merchandise Gross Margin as demonstrated by EFS, EFS and Client will work together to agree on an equitable adjustment to the Minimum Royalty. 2.2. Purchase and Use of Existing Inventory. EFS will purchase from Client all existing product inventory of Merchandise held by or on behalf of Client in connection with the Playboy Commerce Business, including, but not limited to, back issues of PLAYBOY Magazine held by Client as of forty-five (45) days after as of the Effective Date hereof, as determined by Client (collectively, the Client Inventory), as set forth in Section 6.6. During the Term, Client Inventory supplied to EFS shall be sold by EFS solely through the Playboy Commerce Business. 2.3. Transition Period. In addition, prior to launch of the Websites, Client (in collaboration with EFS) shall purchase new and replenishment Merchandise on behalf of EFS for March 1, 2008 orders, with such Merchandise to be shipped to EFS directly. For such orders, EFS shall pay the vendor in full, with such payments to be made directly to each vendor in accordance with such vendor's payment terms, and therefore, the Merchandise purchased in connection with March 1, 2008 orders shall not be subject to the discount for Client Inventory set forth in Section 6.6. 2.4. Licensees. Client shall notify each of its Licensees (as defined below) of the provisions of this Agreement relating to the sale and provision of Merchandise to EFS. EFS

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

shall be permitted to deal directly with and purchase Merchandise directly from those third parties licensed by Client to produce products under the PLAYBOY brand (Licensees). EFS shall be free to negotiate directly with Licensees, and Client will use commercially reasonable efforts to assist EFS in securing favorable terms on pricing and service levels. EFS acknowledges, however, that Client cannot guarantee that EFS will secure such favorable terms. EFS shall enter into separate agreements with all Licensees and any such agreements shall supersede any agreement between Client and such Licensee solely with respect to EFS' relationship with such Licensee, as approved by Client. 2.5. International Sales. For a period of one (1) year after launch of the Websites, EFS shall be permitted to fulfill orders placed by customers in the UK and Australia *****; provided, however that: (a) EFS is solely responsible for the collection and remittance of all regulations, tariffs, VAT and any other taxes or charges; and (b) during this period, EFS may not sell or otherwise ship EFS Produced Merchandise apparel. During the foregoing one (1) year period (the US Shipping Period), EFS shall be permitted to initiate negotiations for the terms of purchase of Merchandise from local Licensees in the territories. In the event that EFS has not entered into meaningful negotiations with any Licensee within three (3) months following the end of the US Shipping Period, or if negotiations do not result in an actual agreement within six (6) months following the end of the US Shipping Period, then Client may remove such market(s) from the Territory (as defined in Section 3.4) in its sole discretion. 2.6. Manufacture of Merchandise. (a) Subject to provisions in existing agreements as disclosed herein on Exhibit 7, which shall be updated from time-to-time, Client's prior written consent and the Licensees' right of first refusal as set forth below, EFS shall be permitted to design and manufacture, or arrange for third parties (which have been approved by Client in advance in writing, said approval not to be unreasonably withheld) to manufacture on its behalf, products branded with the Playboy Marks to be sold on the Websites and/or through the Catalogs (EFS Produced Merchandise). EFS agrees that it shall approach Licensees regarding any planned EFS Produced Merchandise and give such Licensees a seven (7) day right of first refusal with respect to the design and manufacture thereof, whereby EFS may set forth commercially reasonable requirements with respect to pricing, delivery and product specifications. If such Licensee is unwilling or unable to comply with EFS' request, EFS shall be free to proceed with the manufacturing of EFS Produced Merchandise as set forth in this Section 2.6. ***** (b) In EFS' discretion, EFS Produced Merchandise may be created in any product categories where there is no exclusivity conflict with a Client Licensee, as set forth in Exhibit 7. (c) Subject to Sections 2.6(a) and (b), EFS may subcontract the manufacture of EFS Produced Merchandise, provided: (i) EFS notifies Client in advance of any intended supplier/subcontractor and obtains Client's prior written approval of such supplier/subcontractor, which shall not be unreasonably withheld; (ii) EFS obtains from each such supplier/subcontractor an executed written agreement in the form substantially identical to that attached hereto and made a part hereof as Exhibit 8; and (iii) furnishes a copy of each such executed agreement to Client. EFS shall abide by, and shall ensure that any third-party

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

supplier/subcontractor it uses to design and/or manufacture any EFS Produced Merchandise abides by any design, manufacturing and other guidelines of Client. At the end of each Year of the Term hereof and at any other time so requested by Client during the Term, EFS shall provide Client with an updated list of the names and addresses of all manufacturing sources, subcontractors, suppliers and others which have been engaged in the design and/or manufacture of EFS Produced Merchandise. (d) EFS understands and agrees that any and all EFS Produced Merchandise and any other items bearing the Playboy Marks or intended for use in connection with the EFS Produced Merchandise must be approved in accordance with the approval process as set forth in Exhibit 9, attached hereto and hereby incorporated by reference. In the event Client fails to provide its approval or disapproval of any or all things submitted to Client pursuant to this Section 2.6(d) within fourteen (14) days of Client's receipt thereof, EFS may send written notice to Client advising no response was received. If Client does not respond within five (5) days of Client's receipt thereof, then Client shall be deemed to have given disapproval. 2.7. Co-branding. EFS shall have the right to co-brand or co-market certain Merchandise, combining a Playboy Mark with other current EFS clients, subject to Client's approval at Client's sole discretion as to the co-brand partner, the Merchandise that will be co-branded and the appearance of the branding on the Merchandise. Any co-branding with non-EFS clients will be subject to prior written approval by Client on a case by case basis. The parties agree that the co-branding or co-marketing of any Merchandise shall be subject to a separate agreement to be negotiated between the parties, including provisions regarding the royalties to be paid to Client for such Merchandise and any approval process to be followed. 2.8. Shopping Portal. EFS shall be permitted to sell Merchandise on EFS owned and operated shopping portal websites (EFS Portals) subject in all respects to the standards, approvals and requirements applicable to the sale of Merchandise on the Websites and provided that integration with third party brands and products is acceptable to Client, approval not to be unreasonably withheld. EFS agrees that it will use the merchandising presence on the EFS Portals to also market the Websites in order to drive additional customer acquisition. 2.9. Mass-Customized Merchandise. Client agrees that mass-customized Merchandise (i.e., Merchandise allowing consumers to choose customizable options, including, but not limited to, color) shall be available for sale on the Websites and/or through the Catalogs, such that customers may select and order pre-configured semi-customized Merchandise based upon specifications that shall be agreed upon in advance by Client and EFS. EFS shall be responsible for fulfilling orders of all semi- customized Merchandise, including fulfilling any build-to-order or special features requested by the customer, as permitted during the order process. 2.10. Exclusive Merchandise. Subject to Client's prior written approval in each case, EFS shall have the right to work with Client's manufacturers for the production of Merchandise that will be designed and offered for sale exclusively via the Playboy Commerce Business. 2.11. Merchandise. All EFS Produced Merchandise, co-branded Merchandise, mass-customized Merchandise, exclusive Merchandise and Client Inventory shall be deemed Merchandise for purposes of the calculation of Royalties (defined below) to be paid by EFS.

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

2.12. Merchandise Supplied to Client and Employees. EFS agrees to make Merchandise available to Client for Client's own use, such as for events, photo shoots, gifts, etc. ***** when at least two (2) weeks' notice is provided, and ***** when less than two (2) weeks' notice is provided. In addition, employees of Client and EFS shall be permitted to purchase Merchandise through the Playboy Commerce Business and shall receive a ***** discount on posted prices. Further, EFS acknowledges that Client may offer discounts of up to ***** to Client's premium customers at Client's discretion as part of a loyalty program or other promotional incentive, and EFS shall honor such discounts. 2.13. Product Quality. EFS hereby warrants and agrees that: (a) the Merchandise designed, manufactured, advertised, promoted, sold or distributed under this Agreement shall meet the high standards of quality, workmanship, material, design, size, color and style established by Client from time to time and in accordance with the terms and conditions of this Agreement, provided that EFS can rely on the approvals granted by Client pursuant to Section 2.6; (b) EFS will not knowingly or negligently cause or authorize any or all of the Merchandise not conforming to this Agreement to be sold or distributed, as doing so may adversely affect Client's goodwill in the Playboy Marks; and (c) any such non-conforming Merchandise shall be destroyed at EFS' expense. All of the Merchandise shall conform to and comply with, in all respects, all Laws governing the design, quality, labeling and safety of such Merchandise and shall not violate the rights of any third parties. EFS shall not cause, condone or authorize: (x) the use of any substandard or offensive materials in or in connection with any of the Merchandise; (y) any violation of any Law, including, but not limited to, provisions thereof imposing advertising standards or requiring trade or content description of the Merchandise; or (z) the use of any Playboy Mark or any other word, device or symbol associated in any way with any or all of Client and its subsidiaries and affiliates in connection with any product or activity that is not the subject of this Agreement. 3. Territory. 3.1. International Sales. Upon the launch of Websites, the exclusive territory for the Websites will include the USA, Canada, UK and Australia (collectively, the Website Territory). For any market that is included in the initial Website Territory or is added later, EFS agrees to (a) actively market, including, but not limited to, via SEO (optimizing the Websites and creating custom pages to maximize search engine optimization in local markets), search engine marketing and affiliate marketing, (b) provide local billing and customized Websites for local audiences, vis a vis language and targeted merchandising, and (c) provide competitive and timely fulfillment. Client agrees to register and maintain the applicable domain name extensions in each such market, including .ca, .au, .com, and .uk for the Websites; provided that such domain names are available. Client acknowledges that the functionality for local billing will not be deployed by March 1, 2008, but will be deployed for the UK and Australia not later than ninety (90) days following launch of the Websites. 3.2. Pilot Program. Client agrees that within six (6) months of the launch of the Websites, Client and EFS will use commercially reasonable efforts to collaborate on a strategy for an international expansion of the customer base for the Websites beyond the established Website Territory and to identify up to two (2) markets for a pilot test to actively market. If the test is successful as determined by Client in its reasonable discretion, these markets will be added

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

to the Territory under the terms of the Agreement. 3.3. Continuation of Current Online Business. Client agrees that, barring cultural sensitivities, or regulatory or legal circumstances, EFS shall be permitted to continue operating the Websites to fulfill international online business as is currently being conducted. 3.4. Catalog Territory. Upon the launch of the Catalogs, the exclusive territory for the Catalog will include the USA and Canada (Catalog Territory). The Website Territory and the Catalog Territory shall be collectively referred to as the Territory. The parties agree that the Catalog Territory is the initial territory for the Catalogs and, within a reasonable time period after the launch of the Websites, to discuss and agree upon the strategy for the distribution of the Catalogs throughout the Website Territory. In the event that if within one (1) year of launch of the Websites, EFS has not begun distribution of the Catalogs in the UK or Australia, Client may, in its sole discretion: (a) rescind EFS' right to pursue such distribution; and (b) either by itself or through third parties, effect Catalog distribution in those countries; provided that in either case, EFS shall perform all order fulfillment in connection therewith in accordance with the terms and conditions of this Agreement and provided the parties can reach agreement on the financial terms associated with such services. 3.5. Pre-Existing Domestic and International Partners. EFS understands that Client has pre-existing agreements internationally and domestically (e.g., product Licensees, retail store partners, location-based entertainment venues and media partners). EFS agrees that it will work in good faith with such Client partners to identify areas of cross promotion and other synergies. 3.6. International Products. EFS understands that certain markets will have their own product Licensees, and EFS will comply fully with all restrictions (including, but not limited to, with respect to regulatory and brand issues) and exclusive arrangements for all markets. Given that there may be different product margins in such territories, the associated Royalty will be computed separately for international markets (pursuant to Section 6.1(c)), as necessary. 4. Advertising Commitments. 4.1. Catalog Budget. EFS will commit to an annual Catalog budget equal to or greater than *****, which represents ***** of the actual amount spent by Client on the Catalogs for 2007. In addition, EFS shall use commercially reasonable efforts to achieve a target in 2008 of not less than ***** of 2007 Catalog circulated pages. It is EFS' intent to maximize both Website and Catalog sales, and the parties agree that they will collaborate during the Term to define the budget and sales matrix to maximize sales in both channels to bring the greatest overall sales growth. EFS shall have the right to decrease the Catalog budget below the ***** minimum only if EFS can demonstrate that online marketing activities yield a higher return-on-investment and provided all such reduced dollars are then reinvested in online marketing spend over and above the minimum online marketing commitment described in Section 4.2, below.

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

4.2. Online Marketing Budget. EFS understands and acknowledges that agreement to an online marketing plan is critical to the success of the Playboy Commerce Business. Accordingly, EFS agrees it will spend annually a minimum of ***** of Net Website Sales (as defined below) on online marketing (Online Marketing Budget). Net Website Sales shall mean total Merchandise sales derived through the Websites via any order channel less applicable, actual Merchandise returns, if any, during the applicable period. In the event such online marketing yields a ***** return or more on spend at an average gross margin return on advertising of *****, then EFS will increase the Online Marketing Budget as it deems appropriate to maximize sales of Merchandise. The Online Marketing Budget will be used by the EFS marketing team to promote the PLAYBOY and BUNNY SHOP brands online, drive traffic to and sales on the Websites, purchase search engine placement, drive affiliate sales and to participate in other online marketing initiatives. In addition, EFS commits to continuous SEO efforts during the Term to maximize discovery of, and algorithmic search results for, the Websites. 4.3. Corporate Marketing Commitments. Client agrees that the following marketing activities shall be performed: (a) Client and EFS shall jointly issue a press release following the execution of this Agreement announcing Client's selection of EFS as its end-to-end ecommerce services and platform provider for the Websites; which release shall be subject to Client's final approval not to be unreasonably withheld; (b) Subject to confidentiality obligations hereunder, EFS may prepare and distribute a case study upon launching the Websites with respect to the business arrangement between EFS and Client, subject to Client's prior written approval not to be unreasonably withheld; (c) Subject to confidentiality obligations hereunder, EFS may to prepare and distribute a second case study within three (3) to six (6) months of the launch of the Websites detailing the return on investment resulting from the business relationship between Client and EFS, subject to Client's prior written approval not to be unreasonably withheld; (d) Client shall provide a reasonable and appropriate reference on behalf of EFS to EFS customers and potential customers contingent upon EFS' successful implementation of services hereunder; (e) Client shall provide reasonable press and investment analyst (in the event that EFS becomes a publicly traded company) support for articles, interviews, and other public relations activities relating to the relationship between EFS and Client. (f) EFS may not issue any press release or make any public statement concerning the subject matter of this Agreement or the parties' relationship without Client's prior review and written approval, which shall not be unreasonably withheld. EFS agrees to promptly make any changes reasonably requested by Client to any public announcement, statement or use of Client's name and/or intellectual property prior to any public release.

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

4.4. Third Party Advertising. Client grants EFS the right to: (a) sell and place on the Websites promotional banner advertisements (the frequency, placement and volume of which to be mutually agreed upon by the parties) that advertise and market third party products and services that do not compete with Client's products or services and comply with Client's advertising guidelines (Advertisements), provided that such advertising efforts are mutual (i.e., equivalent promotion of Client and its affiliates on third party websites) and are executed in a manner that minimizes adverse impact on sales; and (b) send emails containing Advertisements to customers who specifically opt in to receive email notifications from EFS and Client. All Advertisements on the Websites and emails to Playboy Commerce Business customers will require the prior written consent of Client (which will not be unreasonably withheld or delayed). EFS shall provide quarterly reports detailing page exits, abandonment rates and overall Website conversion rates. If Client determines based upon such reports that any such advertising is adversely impacting Website conversions, EFS will, at Client's direction, cease placing Advertisements on the Websites and/or sending third party Advertisement emails. Client shall be entitled to receive an Advertising Fee in connection with the sale of Advertisements as set forth in Section 6.4. (a) EFS shall be responsible for maintaining the Advertisements on the Websites. EFS shall ensure that the Advertisements do not violate any Law or right of any third party or otherwise contain content reasonably likely to diminish the value of Client's brand or detract from the goodwill of the Client. Upon written request of Client, EFS shall discontinue or modify any Advertisement that in the reasonable opinion of Client is not appropriate for the Client brand or is competitive with Client business. 4.5. Promotion of Client Partners. At no additional cost to Client, EFS will continuously and prominently promote Client's related businesses on the Websites and in emails to customers confirming orders, including without limitation PLAYBOY- branded online, publishing and television properties, or such other businesses as Client may request from time to time; provided, however, that in the event any such promotional activities interfere with or diminish sales on a Website, as demonstrated by EFS to Client's reasonable satisfaction, EFS shall be permitted to reduce or restructure such promotions as reasonably necessary to improve sales on the applicable Website. EFS shall be responsible for determining the timing, frequency and scope of all such promotional activities with input from Client. Creative shall be provided by Client at Client's expense. Where there is traceable resulting commerce from the above activities, EFS will be entitled to Client's then current standard bounties or affiliate fees. 4.6. Catalog Inserts & Packaging Onserts. At Client's cost for materials (but excluding costs for labor or other EFS charges), EFS agrees to include up to two (2) inserts per month in each of the Catalogs and up to two (2) onserts per month in all outgoing Merchandise packaging, promoting Client products and services and/or those of Client's affiliates, Licensees or sponsors. Client shall be responsible for all creative and printing costs associated with such inserts and onserts. EFS may include onserts in product packaging but only with the prior written approval of Client, not to be unreasonably withheld. 5. User Agreements and Data.

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

5.1. Terms of Use & Privacy Policy. (a) EFS shall prominently display, as is customary in the industry, and implement a terms of use policy (TOU) on the Websites, which shall comply with all applicable Laws and which at a minimum prohibits orders from any customer under eighteen (18) years of age (or the applicable age of majority in the jurisdiction in which the customer resides) and explains EFS' purchasing and return policies. EFS shall implement a privacy policy (Privacy Policy) applicable to users of the Websites and the Catalogs that is no less protective of user privacy than is required under the Laws of or otherwise applicable to the Territory. Such Privacy Policy shall be prominently displayed, as is customary in the industry, within the Websites and the Catalogs and be easily accessible to users. EFS shall not take any action, and shall not operate the Websites or the Catalogs, in contravention of such Privacy Policy or of any applicable Law, including, but not limited to, data protection provisions imposed by the United Sates, the European Union or the other countries of the Territory and other applicable Laws. (b) Client shall have the right to review the TOU and Privacy Policy, to require reasonable changes thereto (subject to applicable Laws), and to request certification from EFS that it is complying with this Section 5.1. All such requests shall be promptly met. 5.2. Information on Usage and Users. EFS shall be solely responsible for and shall ensure the security of all customer data collected in connection with the Playboy Commerce Business, including, but not limited to, personally identifiable information and transaction information (collectively, the User Data). Client and EFS shall jointly own and have rights to all User Data collected hereunder provided, however, that EFS shall only use the User Data in strict accordance with the Privacy Policy and, subject to the remainder of this Section 5, solely in connection with the Playboy Commerce Business. EFS shall gather, retain in its records, and take all necessary measures (which may include disclosure in the Privacy Policy and/or an opt-in mechanism) in order to provide such User Data to Client, as well as information on usage and viewing of the Websites and such additional information as Client may reasonably request. EFS warrants that it has implemented and will maintain during the Term of this Agreement an information security program that is reasonably designed to: (a) ensure the security, integrity and confidentiality of User Data collected hereunder; (b) protect against anticipated threats or hazards to the security or integrity of User Data; and (c) protect against unauthorized access to or use of User Data. EFS agrees that included in EFS' information security program are policies and administrative and technical measures specifically prohibiting and preventing the placement of User Data in or on any form of mobile media (e.g., CD's or flash drives and other external storage media). EFS shall notify Client immediately in the event EFS believes that User Data collected hereunder has been or potentially could have been accessed by an unauthorized individual and shall cooperate with Client and indemnify Client regarding any investigation or response to a security breach, including any claims, notifications or protection of Client's employees related therewith. 5.3. Existing User Data. Client holds certain customer data relating to the Playboy Commerce Business (Existing Customer Data) and hereby grants to EFS a non-exclusive, limited, non-sublicensable, non-transferable, revocable license to store and use such Existing Customer Data solely for purposes of the operation and promotion of the Playboy Commerce

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

Business. To the extent that EFS makes available to Client any customer data previously collected by EFS and permitted to be disclosed to Client (EFS Customer Data), EFS shall retain ownership of such EFS Customer Data and Client shall have the right to use such user data solely in connection with the Websites. Existing Customer Data shall be deemed User Data for purposes of this Agreement; provided, however, that notwithstanding anything to the contrary in Section 5.2, Existing Customer Data shall be owned solely by Client. 5.4. Reporting and Use of User Data. Upon request from Client, EFS agrees to provide to Client any and all User Data generated hereunder and such reports as reasonably requested by Client from time to time relating to User Data. EFS shall use User Data solely for purposes of the operation and promotion of the Playboy Commerce Business, and except as specifically approved in advance in writing by Client, shall not use such User Data to market any other EFS or third-party products or services to users or otherwise use, transfer or sell any User Data collected hereunder. Notwithstanding the foregoing, EFS may use and exchange User Data in accordance with standard DMA practices for purposes of customer prospecting solely in order to grow the Playboy Commerce Business. EFS shall not cross-market between the PLAYBOY-branded Catalog and Website and the BUNNY SHOP-branded Catalog and Website. Client may use User Data free of charge and in any manner (including, to the extent permitted by applicable Laws, sharing such data with its affiliates and partners). Client reserves the right to periodically audit EFS' customer lists to ensure compliance with this Section 5.4 provided, however, that any such audit shall be performed at the offices of EFS (or at such other location(s) as EFS' customer lists may be held) and conducted in such a manner so as to preserve EFS' customer lists as a trade secret. In no event shall Client be permitted to copy, possess, or use EFS' confidential customer data other than to ensure compliance with this Section 5.4. 5.5. Opt-In List. EFS shall be permitted to offer customers who visit the Websites the option to receive emails from EFS concerning the Merchandise as well as offers by EFS or third-parties with which EFS has an established relationship and which have been approved in advance in writing by Client. Any customers who do not specifically opt-in to receiving email communications from EFS shall be excluded from such communications. 5.6. Demographic Data. EFS shall be permitted to collect demographic data from customers that visit the Websites, which shall include: IP address, geographic information regarding the location of the customer (i.e., zip code, area code, city, state and country), age, and gender (Demographic Data). Client and EFS shall jointly own and have rights to all Demographic Data collected hereunder. 5.7. Analysis of User Data and Demographic Data. EFS shall have the right to analyze the User Data and Demographic Data for a variety of purposes including, but not limited to, performing market studies, trend reporting, sales performance, demographic studies and comparison/analysis with third party market data and consumer purchasing information (EFS Analysis). EFS shall be permitted to combine the EFS Analyses with other EFS studies and, further, to share the EFS Analyses with third parties provided that no proprietary information of Client or personally identifiable information of consumers is disclosed to such third parties. 6. Payments and Fees.

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

6.1. Royalties. EFS shall pay a royalty (Royalty) to Client to be calculated and paid as follows: (a) the Royalty shall be determined based upon the percentage applicable to the Merchandise Gross Margin (pursuant to the chart in Exhibit 10, attached hereto and hereby incorporated by reference); (b) multiplied by the Net Merchandise Sales (as defined below) as applicable in each case for the applicable Calendar Quarter or Year (each as defined below). The Royalty calculation period shall begin upon the first order received by EFS via any order channel (e.g., on a Website, via mail, fax or telephone) and shall be paid to Client within fifteen (15) days following the conclusion of each calendar quarter (Calendar Quarter) based on the calendar year (Year), as calculated on the actual Merchandise Gross Margin and Net Merchandise Sales (each as defined below) for such Calendar Quarter. (a) For purposes of this Agreement, Merchandise Gross Margin shall be defined as the Net Merchandise Sales through the Playboy Commerce Business during the applicable Calendar Quarter or Year, less (i) the actual unit cost of goods sold paid by EFS for the manufacture of such goods, which shall not include expenses relating to overhead or allocations, (ii) reductions for markdowns, discounts and allowances, and (iii) actual Merchandise inventory shrinkage during the same period, which shall in no event exceed *****. The Merchandise Gross Margin scale for purposes of calculating the Royalty shall be determined from Exhibit 10 based upon the Minimum Royalty (as defined in Section 6.2) set forth in Exhibit 10. (b) For purpose of this Agreement, Net Merchandise Sales shall be defined as total Merchandise sales derived through the Playboy Commerce Business via any order channel less applicable, actual Merchandise returns, if any, during the applicable Calendar Quarter. (c) Pursuant to Section 3.6, EFS shall pay a quarterly Royalty to Client calculated as set forth in Section 6.1 using separate Royalty percentages on a country-by-country basis based on product margins for each such country, as agreed upon by the parties. 6.2. Minimum Royalty. Notwithstanding revenue actually generated by EFS in connection with the Playboy Commerce Business hereunder, it is understood and agreed that the Royalty paid to Client in each Year of the Term shall not be less than the amounts set forth in Exhibit 10 (the Minimum Royalty). In the event the Minimum Royalty is not achieved in any Year based on the Royalty payments made in such Year, EFS shall pay the shortfall between the Royalty earned and the applicable Minimum Royalty due, if any, within sixty (60) days of the end of such Year. (a) In the event that the Minimum Royalty is met in any applicable Year, (i) EFS shall not be permitted to carry over any overages into the next Year and (ii) EFS will not be eligible for any refund from any Minimum Royalty or Royalty previously owed or paid to Client. In the event EFS does not meet the full amount of the Minimum Royalty during the applicable Year in which such Minimum Royalty was owed to Client, EFS will not be permitted to offset the shortfall with any overages from any previous or subsequent Year, and a new Minimum Royalty will be due as set forth in this Section 6.2. For the avoidance of doubt, the Minimum Royalty is a minimum net sum from which no taxes or charges of any sort may be deducted.

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

(b) In the event that this Agreement is terminated prior to the end of the Initial Term, any portion of the Year 1 Minimum Royalty that has been spread across Years 2 through 5 of the Term pursuant to Exhibit 10 and which has not yet been paid to Client, shall immediately become due and owing. 6.3. Royalty on Shipping Charges. In addition, Client shall be entitled to receive a royalty payment on the shipping and handling charges paid by customers during the applicable Calendar Quarter (Shipping Royalty) equal to the Royalty percentage multiplied by the shipping profit. For purposes of this Section 6.3, the shipping profit shall be calculated as the gross charges for shipping less shipping materials, cost of freight and dunnage. The Shipping Royalties paid to Client shall be counted towards the Minimum Royalty for the applicable Year. If there is no shipping profit, Client shall not be owed any Shipping Royalty, nor will Client be impacted by any shipping losses. 6.4. Advertising Revenues. Client shall be entitled to receive an advertising fee of ***** of the Net Advertising Revenue derived by EFS from Advertisements pursuant to Section 4.4 (Advertising Fee). Net Advertising Revenue shall be defined as the gross revenue derived from the sale of Advertisements less: (a) all direct costs (i.e., commissions and ad-server related fees) incurred by EFS and third party fees paid out by EFS for the execution, maintenance and ongoing facilitation of Advertisements on the Websites and (b) ***** of gross revenue derived from the sale of Advertisements, which shall be reinvested by EFS for online promotions and advertising (Advertising Marketing Allocation). Neither Net Advertising Revenue nor the Advertising Fee shall be counted toward the Minimum Royalty obligation of EFS. 6.5. Payment of Royalties; Reports. Except as otherwise specifically set forth, all fees due to Client shall be due and

payable on or before the fifteenth (15t h) day following the applicable Calendar Quarter. EFS shall use commercially reasonable efforts to provide within three (3) days, but in no event later than five (5) days, following such Calendar Quarter, regardless of whether any payment is due, a report that includes at a minimum: (a) gross sales broken down by each Website, Catalog and product, gross shipping charges and gross advertising revenue generated during such Calendar Quarter; (b) a detailed calculation of Merchandise Gross Margin, Net Merchandise Sales, shipping profit and Net Advertising Revenue; (c) a detailed calculation of the Royalty, Shipping Royalty and Advertising Fee payable to Client for such Calendar Quarter; (d) Client's aggregate Royalty, Shipping Royalty and Advertising Fee earned and paid to date; and (e) such other information as may be requested by Client from time to time. In addition, EFS shall provide to Client interim monthly reports. 6.6. Purchase of Product Inventory. Pursuant to Section 2.2, EFS shall pay Client a non-refundable purchase price of ***** of the wholesale price (i.e., the Client's original cost) as determined as of forty-five (45) days after the Effective Date for all Client Inventory. Such amount shall be paid Net ninety (90) days following entry of such Client Inventory into EFS' system; provided, however, that EFS shall enter all such Client Inventory upon receipt or shall promptly notify Client in the event it is unable to do so due to missing information (i.e. barcodes) or because any product is incomplete or otherwise in a condition not fit for immediate resale.

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

6.7. Method of Payment. All payments required to be made by EFS hereunder shall be made by electronic transfer of immediately available funds in United States Dollars through a bank designated by Client. In the event that EFS receives orders through the Playboy Commerce Business or otherwise hereunder involving foreign currency, in order to determine the proper rate of exchange to be applied to the payments due hereunder, it is agreed that EFS shall calculate such payments on a Calendar Quarter basis in local currency (with each such quarter considered to be a separate accounting period for the purpose of computing the payments) and that EFS shall compute a conversion of each such Calendar Quarter total into United States Dollars utilizing the selling rate of exchange in effect on the last day of each relevant Calendar Quarter as quoted by Reuters in the Wall Street Journal. 6.8. Costs and Expenses. Unless expressly stated otherwise in this Agreement or otherwise agreed in writing, each party shall be responsible for any costs or expenses incurred by it in connection with its obligations under this Agreement. 6.9. Taxes. As between the parties, EFS shall be responsible for, without limitation, any tax, duty, levy, income, royalty, withholding tax or charge required by any Law now in effect or hereafter enacted (other than Client's direct net income taxes) including, without limitation, sales, use, value-added, property, royalty and excise or other similar taxes, licenses, import permits, state, county, city or other taxes arising out of or relating to this Agreement. EFS will be responsible for the timely notification, remittance, filing and reporting of all such taxes to the proper tax authorities at the rates required by Law. 6.10. Accounting Reports. EFS shall provide, at its sole expense: (a) Client acknowledges that EFS is not currently able to provide a SAS 70 Type II Report. EFS will endeavor to become SAS 70 compliant and once compliant, shall provide a SAS 70 Type II Report to Client or its affiliates. Until EFS becomes compliant EFS may provide an alternative report acceptable to Client or its affiliates. Reports pursuant to this Section 6.10(a) shall be provided for the one-year period ending September 30th of each year by December 31st of each year of the Term; and (b) A copy of EFS' Independent Auditors' Report and audited balance sheet for each Year of the Term within thirty (30) days of the close of such audit. 6.11. Verification of Information; Audit Right Generally. During the Term of this Agreement and for two (2) years thereafter, (a) EFS shall maintain complete and accurate books and records relating to revenue generated under this Agreement; and (b) Client and/or its authorized representative(s) shall have the right to examine, review, copy and audit EFS' books and records relating to revenue generated under this Agreement to verify the accuracy of the payments and associated information provided by EFS and to verify EFS' compliance with the terms and conditions of this Agreement. If the result of the audit reveals deviations that indicate that Client was underpaid, EFS shall immediately pay the sum of such underpayment plus interest at a rate of ***** from the date such payment was first due. If the result of the audit reveals deviations by ***** or more for any one year of the Term, EFS shall pay the sum due plus interest as set out above and shall further bear the reasonable costs and expenses associated with audit.

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

7. License Grants 7.1. Playboy Content. During the Term and subject to the terms, conditions, and limitations set forth in this Agreement, Client grants EFS a limited, non-exclusive, non-transferable, non-assignable (without any right to sublicense), world-wide license to use, modify, create derivative works of, publish, reproduce, broadcast, exhibit and display the Playboy Content solely in connection with the design, publication, distribution, operation and promotion of the Playboy Commerce Business. (a) In the event that EFS creates any modifications, alterations or other derivative works of any Playboy Content (Derivative Works), EFS hereby irrevocably assigns to Client all right, title and interest in and to all of those Derivative Works, including the copyrights and other proprietary rights therein. EFS further agrees to cooperate with Client's reasonable requests to effect or perfect such assignment and hereby provides Client with an irrevocable power of attorney appointing Client as EFS' irrevocable attorney-in-fact coupled with an interest to execute all such assignments on behalf of EFS. All Derivative Works are hereby licensed back to EFS subject to the limitations that are applicable hereunder to the Playboy Content. EFS shall deliver to Client all original versions of Derivative Works upon the request of Client. 7.2. Client Trademarks. During the Term and subject to the terms, conditions, and limitations set forth in this Agreement, Client grants EFS a limited, non-exclusive, non-transferable, non-assignable (without any right to sublicense), world-wide license to use the Client trademarks and/or service marks as set forth on Part A of Exhibit 1 (the Playboy Marks) solely in connection with the design, publication, distribution, operation and promotion of the Playboy Commerce Business. Except in connection with marketing obligations hereunder or as otherwise expressly permitted by Client in writing, EFS shall not use any Playboy Mark on or in connection with, or to permit or facilitate any presentation or promotion of, any Internet website(s) other than the Websites or any other catalog other than the Catalogs. (a) Use of Playboy Marks. EFS recognizes and acknowledges that the Playboy Marks are internationally well- known by the general public and are associated in the public mind with Client's affiliate, Playboy Enterprises International, Inc. (PEII), and are marks in which PEII has acquired considerable and valuable goodwill. EFS acknowledges that Client and PEII have an interest in maintaining the worldwide goodwill, recognition and standards of the Playboy Marks. Consequently, with respect to uses of the Playboy Marks in the normal course of business (i.e., for marketing and promotional purposes), EFS shall submit representative samples of such uses to Client as soon as practicable for purposes of post-use audit. If as a result of any post use audit, Client determines in its reasonable discretion that the use of a Playboy Mark is improper or inappropriate, Client will notify EFS, and EFS shall correct the problem as soon as reasonably practicable. Any uses not in the ordinary course must be approved in advance in writing by Client, and Client shall have the right to require EFS to make any changes and/or corrections with regard to the Playboy Marks as Client may reasonably deem necessary to maintain the quality standards and the goodwill associated with the Playboy Marks. EFS agrees to make and incorporate such changes or corrections promptly upon notice from Client and at EFS' sole cost and expense.

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

(b) Modifications of Playboy Marks. EFS may modify or alter the Playboy Marks or combine the Playboy Marks with any other words or symbols only if, and to the extent that, Client shall have authorized such modification or alteration or combination specifically in advance in writing. Any such permitted modification/alteration and/or combination shall be referred to herein as an Authorized Modification. No such authorization by Client shall constitute a representation or warranty that use of the Authorized Modification(s) by EFS or by anyone else will not violate the rights of others in any jurisdiction or that such Authorized Modification will constitute an enforceable trademark in any jurisdiction. (c) Assignment of Authorized Modifications. EFS hereby irrevocably assigns, and Client hereby accepts, all right, title and interest in and to each and every Authorized Modification, and EFS agrees to cooperate with all reasonable requests by Client to effect or perfect such assignment. All Authorized Modifications (if any) are hereby licensed back to EFS subject to the limitations applicable to the Playboy Marks hereunder. (d) Goodwill. EFS will not obtain any right, title or interest in the Playboy Marks by virtue of their use of the Playboy Marks under this Agreement and any additional goodwill associated with the Playboy Marks that is created through use of the Playboy Marks shall inure solely to the benefit of PEII. (e) Variations. During and after the Term, EFS will not apply for or use any domain names, trademarks or service marks that include or are confusingly similar to any of the Licensed Domain Names (as defined in Section 7.3, below), Playboy Marks or any other similar marks or variations thereto. (f) Notices. EFS must display on the Websites and Catalogs such trademark and copyright notices as requested by Client and/or as required by applicable Law. Except as expressly approved in writing by Client, neither the Playboy Marks nor any notices associated therewith may be changed, manipulated or modified in appearance. 7.3. Domain Names. During the Term and subject to the terms, conditions and limitations of this Agreement, Client hereby grants EFS, a limited, non-transferable, non-assignable (without any right to sublicense) world-wide license to use the Internet location or resource designators (URLs, domain names, etc.) set forth in Part B of Exhibit 1 hereto, and/or to the extent approved in advance in writing by Client, as the case may be, modifications thereof (the Licensed Domain Names), as the domain name(s) and Internet locators/designators for the Websites during the Term. The Licensed Domain Names shall at all times be owned by PEII as registrant. Client agrees that the registration for the Licensed Domain Names and for any successor URL's shall be maintained and that EFS shall remain the technical contact for the duration of the Agreement. If EFS desires to use any other domain names or Internet locators/designators in connection with the Websites, Micro Sites or otherwise utilizing PLAYBOY- or PLAYBOY-related marks, EFS shall so notify Client, which may at its sole discretion, choose to register the same at its expense. Any such additional domain names or Internet locators/designators shall be owned by PEII as registrant, and EFS shall receive a limited license to use the same as Licensed Domain Names hereunder, solely in connection with the Websites and/or Micro Sites during the Term. Unless otherwise agreed by the parties in

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

writing, the Licensed Domain Names shall at all times remain on PEII servers and will be redirected to the Websites. 7.4. Client Take-Down Rights. Despite conformity to the Guidelines and/or the terms and conditions of this Agreement and/or the prior written approval by Client, Client shall be entitled to review all uses of the Playboy Marks and all utilizations of the Playboy Content at any time and in its sole discretion. Client shall be entitled to require alteration or termination of any specific use if it determines in its reasonable and good faith discretion that such action is necessary or appropriate and EFS shall promptly comply with any such demand. Nothing in this Section 7.4 shall create any obligation on the part of Client to identify or prevent improper uses of material or inclusion of improper material in connection with the Playboy Commerce Business, nor shall Client or its affiliates have any liability for nonfeasance, negligence, or other conduct in such reviews or for failing to conduct any such reviews. 7.5. Exclusions. Nothing in this Agreement shall restrict Client (or its affiliates) from the following commerce activities in the Territory: any DVD commerce (rental or sales), sales by product Licensees via third-party commerce websites or mail order sales or similar activities. In addition, EFS agrees that Client's location-based entertainment partners, as listed in Exhibit 11, attached hereto and hereby incorporated by reference, which may be updated from time to time, may engage in limited e- commerce activities primarily, but not limited to, for co-branded products (e.g., Playboy at the Palms co-branded merchandise). 8. Confidentiality. 8.1. Confidential Information. EFS and Client each acknowledge that during the Term of this Agreement each party may have access to the proprietary or trade secret information of the other concerning the other's business affairs, property, methods of operation, processing system or other information provided by the disclosing party to the receiving party that is identified as, or should reasonably be understood to be (given its content or the circumstance of its disclosure), proprietary (collectively, the Confidential Information). Information shall not be considered Confidential Information under this Agreement that the recipient can document: (a) is publicly known prior to or after disclosure hereunder other than through acts or omissions attributable to the recipient or its employees or representatives; (b) is already known to the recipient at the time of disclosure hereunder without reference to the disclosing party's Confidential Information; (c) is disclosed in good faith to the recipient by a third party having a lawful right to do so; (d) is the subject of written consent of the party which supplied such information authorizing disclosure; or (e) is independently developed by the receiving party without reference to Confidential Information of the disclosing party. 8.2. Obligations. EFS and Client each agree to use the Confidential Information of the other party solely to the extent necessary to fulfill its obligations or exercise its rights hereunder, and not for any other purpose. Each party agrees (a) that it will not disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted in this Agreement and (b) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other party using at least the degree of care and security as each uses to maintain the confidentiality of its own Confidential Information. Notwithstanding the foregoing, each party may disclose Confidential Information (x) to their officers, directors,

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

employees, agents, attorneys and consultants who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein, (y) as required by applicable Law, provided that in the case of any filing with a governmental authority that would result in public disclosure of the terms hereof, the parties shall mutually cooperate to limit the scope of public disclosure to the greatest extent possible; and (z) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by Law, provided that the receiving party uses reasonable efforts to provide the disclosing party with prior notice of such obligation in order to permit the disclosing party a reasonable opportunity to take legal action to prevent or limit the scope of such disclosure. 9. Ownership. 9.1. In General. Each party hereby reserves for itself all rights not specifically granted to the other party in this Agreement. Each party will use good faith efforts to cooperate with the other party in the protection of their intellectual property rights. 9.2. EFS. As between the parties, EFS retains ownership of, and all right, title and interest in and to any intellectual property including trademark, trade name, patent, copyright, technology, trade secret, software, source code or know-how created for or relating to the Playboy Commerce Business that was affixed to, used with or incorporated into the Playboy Commerce Business by EFS, but specifically excluding the Client Property, as defined below (collectively, the EFS Property). Nothing contained in this Agreement shall be deemed to transfer or convey to Client any ownership rights whatsoever in or to the EFS Property or grant any license to the EFS Property other than in connection with the Playboy Commerce Business. To the extent that Client is deemed to obtain any interest or ownership rights in the EFS Property, Client hereby assigns, transfers and conveys to EFS, to the maximum extent permitted by applicable Law, all of Client's right, title and interest therein used by Client under or in connection with this Agreement so that EFS will be the sole owner of all rights therein and further agrees to cooperate with EFS during and after the Term to effect and perfect all assignments. 9.3. Client. As between the parties, Client retains ownership of, and all right, title and interest in and to any and all Playboy Marks, Playboy Content, Derivative Works, Licensed Domain Names, User Data and any other materials provided by or on behalf of Client to EFS hereunder, which are incorporated in or are otherwise related to the Playboy Commerce Business (collectively, the Client Property). Nothing contained in this Agreement shall be deemed to transfer or convey to EFS any ownership rights whatsoever in or to the Client Property. To the extent that EFS is deemed to obtain any interest or ownership rights in the Client Property, EFS hereby assigns, transfers and conveys to Client, to the maximum extent permitted by applicable Law, all of EFS' right, title and interest therein used or created by EFS under or in connection with this Agreement so that Client will be the sole owner of all rights therein and further agrees to cooperate with Client during and after the Term to effect and perfect all assignments. 10. Term and Termination.

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

10.1. Term. This Agreement shall commence as of the Effective Date and, unless earlier terminated as provided under this Agreement, shall terminate five (5) years following the date of launch of the first Website, but in no event later than February 28, 2013 (the Initial Term). This Agreement shall automatically renew for an additional period of three (3) years (such renewal and each subsequent renewal shall be defined as a Renewal Term) provided that EFS achieves Net Merchandise Sales of at least ***** during the fourth year following launch of the first Website. In such event, the annual Minimum Royalty during the Renewal Term, if any, shall be equal to the greater of: (a) ***** of the actual Royalty paid to Client in Year 5; and (b) *****. The Initial Term and any and all Renewal Terms shall be collectively referred to as the Term. 10.2. Termination for Breach. Each party shall have the right to terminate this Agreement, in whole or in part, if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days' written notice from the non- breaching party. 10.3. Termination for Bankruptcy. Each party shall have the right to immediately terminate this Agreement if the other party (a) is involuntarily made subject to any bankruptcy or insolvency proceedings and such proceedings are not dismissed within sixty (60) days of the filing of such proceedings or (b) voluntarily institutes any bankruptcy or insolvency proceedings, corporate reorganization, liquidation, assignment for the benefit of creditors, or appointment of a receiver or trustee. 10.4. Effects of Termination. Upon and after the termination of this Agreement (the Termination Date): (a) All accrued and unpaid amounts shall become immediately due and payable, including the pro rata amount of the annual Minimum Royalty for the applicable Year based upon the Termination Date; (b) All licenses granted pursuant to this Agreement shall immediately terminate; (c) EFS shall cease the display and use of the Playboy Content, Derivative Works, Playboy Marks, Authorized Modifications, Licensed Domain Names in any manner; (d) EFS shall return any and all Playboy Content and Derivative Works to Client within five (5) business days of the Termination Date; (e) Each party will promptly, at the direction of the other party, return or destroy any and all Confidential Information of the other party in any medium and all copies thereof; (f) EFS shall discontinue the use of any User Data collected hereunder, and subject to applicable Laws, shall promptly deliver and assign all User Data to Client per Client's instructions; and

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

(g) If so requested by Client in connection with a planned or potential continuation of the business, EFS shall cooperate with Client and its affiliates in order to transfer any remaining operations to them or any other entity that Client may so designate without interruption of the Playboy Commerce Business' availability. 10.5. Outstanding Orders. As of the Termination Date, EFS shall not process any new orders placed through the Playboy Commerce Business. Notwithstanding the foregoing, EFS may fulfill any outstanding orders placed through the Playboy Commerce Business prior to the Termination Date and may continue collection activities related thereto, which shall be subject to Section 6 hereof. 10.6. Survival. Sections 6.11, 7.5, 8, 9, 10.4, 10.5, 10.6, 11.4, and 12 through 14 shall survive any expiration or termination of this Agreement. In addition, Sections 6.1 through 6.10 shall survive any termination of this Agreement until all amounts due in connection with activities during the Term are paid and all reports provided. 11. Warranties and Disclaimers. 11.1. By Both Parties. Each party represents and warrants that (a) it has the full right and authority to enter into this Agreement, perform its obligations and grant the rights and licenses granted hereunder; and (b) its execution, delivery and performance of this Agreement will not result in a breach of any material agreement or understanding to which it is a party or by which it or any of its material properties may be bound. 11.2. By EFS. EFS further represents and warrants that (a) the Websites and the Catalogs and all content contained therein (but specifically excluding the Playboy Marks and Playboy Content) do not and will not infringe any intellectual property right of any third party; (b) it has all necessary intellectual property rights in and to the Merchandise to be offered for sale through the Playboy Commerce Business; (c) it will at all times abide by and comply with the Privacy Policy and all other Laws applicable to operation of the Playboy Commerce Business, including, but not limited to the CANSPAM Act of 2003 and those related to privacy; (d) it (i) shall use its best efforts to ensure that all performers featured in any content and/or Merchandise offered for sale through the Catalogs and/or the Websites were at least eighteen (18) years of age at the time of production and (ii) shall comply with all record keeping, labeling and other requirements pursuant to Section 2257, as the same may be amended from time to time; (e) it will at all times take commercially reasonable steps to ensure the accuracy of all information contained on the Websites and in the Catalogs; and (f) the Playboy Commerce Business, including, without limitation, the Catalogs and Websites and all aspects thereof, will be operated in a workmanlike, timely and professional manner consistent with industry standards and EFS' operation of other third-party branded commerce offerings. 11.3. By Client. Client further represents and warrants that it has the full right and authority to grant the rights and licenses to the Playboy Marks, the Licensed Domain Names and Playboy Content set forth herein.

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

11.4. Disclaimer. Except as expressly set forth in this Agreement, and to the extent permitted by Law, each party expressly disclaims all warranties and representations, whether express, implied or statutory, including any implied warranty of merchantability, non-infringement or fitness for a particular purpose. Client does not warrant that the Playboy Content will be error-free or will meet EFS' specific needs. Client makes no warranty whatsoever regarding the accuracy of the information contained in the Playboy Content. 12. Indemnification. 12.1. By EFS. EFS shall indemnify, defend and hold Client, its parent, subsidiaries and affiliates and the directors, officers, shareholders, employees and agents of each harmless against any claims, suits, losses, liabilities, injuries or damages (including, without limitation, reasonable attorneys' fees and litigation expenses) arising out of any third party claim relating to (a) the Playboy Commerce Business, including, the marketing and operation thereof; (b) the Privacy Policy; (c) EFS' use of any Client Property not permitted by or inconsistent with this Agreement; (d) any claims brought by users, service providers or others in connection with this Agreement; (e) the User Data, including the collection, storage and/or use thereof; (f) any alleged action or failure to act whatsoever in regard to EFS' performance of its obligations and duties under this Agreement; (g) the EFS Sites, including, but not limited to, the operation of the EFS Sites and content contained thereon; (h) any breach by EFS of any of its representations and warranties set forth above; (i) the sale or availability through the Catalogs and/or Websites of any content and/or Merchandise, which includes any performer who was less than eighteen (18) years of age at the time of production; (j) any EFS Produced Merchandise; (k) any alleged non-conformity to or non-compliance with any Law, including, but not limited to, pertaining to the content, design or quality of any portion of the Playboy Commerce Business; or (l) any claim or allegation by a third party claiming rights (including, but not limited to, any copyright, trademark or patent rights) in or to EFS Property, the Derivative Works (to the extent caused by EFS), the Merchandise available for sale via the Playboy Commerce Business or the operation of the Playboy Commerce Business. 12.2. By Client. Client will indemnify, defend and hold EFS, its parent, subsidiaries and affiliates and the directors, officers, shareholders, employees and agents of each harmless against any claims, suits, losses, liabilities, injuries or damages (including, without limitation, reasonable attorneys' fees and litigation expenses) arising out of any third party claim relating to (a) the authorized use by EFS in compliance with this Agreement of the Client Property in connection with Playboy Commerce Business; (b) any alleged action or failure to act whatsoever in regard to Client's performance of its obligations and duties under this Agreement; (c) any breach by Client of any of its representations and warranties set forth above; (d) any alleged non- conformity to or non-compliance with any Law, including, but not limited to, pertaining to the content, design or quality of any portion of the Client Property; or (e) any claim or allegation by a third party claiming rights in or to Client Property. 12.3. Procedure. If a claim is made against an indemnified party, such party will promptly notify the indemnifying party of such claim. Failure to so notify the indemnifying party will not relieve the indemnifying party of any liability which the indemnifying party might have, except to the extent that such failure materially prejudices the indemnifying party's legal

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

rights. The indemnified party shall cooperate with the indemnifying party in the defense and/or settlement of the claims at the expense of the indemnifying party; provided however, the indemnifying party shall assume control of the defense of such claim. The indemnified party may participate in the defense of the claim at its own cost. Notwithstanding anything contained herein, (a) the indemnified party shall not enter into any settlement or compromise that provides for any remedy of the claim without the prior written approval of the indemnifying party, which approval will not be unreasonably withheld; and (b) EFS may not enter into any settlement or compromise that involves or affects any Playboy Mark, Licensed Domain Name, Playboy Content, Derivative Work or Authorized Modification without Client's prior written approval. 13. Limitation of Liability. EXCEPT IN THE EVENT OF A BREACH OF SECTION 8 (CONFIDENTIALITY) OR LIABILITY ARISING UNDER A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR ANY MATTER RELATED HERETO, INCLUDING WITHOUT LIMITATION, LOST BUSINESS OR LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 14. Miscellaneous. 14.1. Independent Contractors. The rights and powers herein granted to EFS are those rights and powers of an independent contractor only, and this Agreement shall not, and is not intended to, create any other relationship nor make, constitute or appoint EFS an agent or employee of Client. It is expressly understood and agreed that Client shall not under any circumstances be liable to EFS for all or any part of any losses EFS may sustain. EFS shall have no power to obligate or bind Client in any manner whatsoever. 14.2. Severability. Each provision of this Agreement shall be severable. If, for any reason, any provision herein is finally determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation by a court or agency having valid jurisdiction, such determination shall not impair the operation or affect the remaining provisions of this Agreement, and such remaining provisions will continue to be given full force and effect and bind the parties hereto. Each invalid provision shall be curtailed only to the extent necessary to bring it within the requirements of such law or regulation. 14.3. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective heirs, legal representatives, successors and permitted assigns. Notwithstanding the foregoing, this Agreement and all rights and duties hereunder shall not, without the prior written consent of Client, in any manner be assigned, mortgaged, licensed, or otherwise transferred or encumbered by EFS or by operation of law; provided, however, that EFS may assign this Agreement to an acquirer of all or substantially all of its assets without Client's consent, but only in the event that in Client's reasonable determination (a) key EFS management (as defined by Client at the time of acquisition) will remain indefinitely with EFS or replacement management is reasonably acceptable to Client and no less experienced than those in place as of the Effective Date hereof; (b) the acquirer can demonstrate to Client's reasonable satisfaction the availability of financial resources, and the ability and intention, to

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

adequately invest in growing the Playboy Commerce Business (by way of example, the acquirer shall have a minimum net worth equal to or above that of EFS as of the Effective Date hereof); (c) such assignment will not have a detrimental impact on the Playboy Commerce Business or Client's other businesses; and (d) the acquirer is otherwise able to honor all financial terms and assume all obligations of EFS hereunder. In addition, EFS may not assign this Agreement without Client's consent to a competitor of Client or any of Client's businesses. Client's consent to any proposed assignment hereunder shall not be unreasonably withheld or delayed. Any purported transaction not specifically permitted under this Section 14.3 shall be null and void ab initio. 14.4. Entire Agreement; Counterparts. This Agreement constitutes the entire agreement between the parties and supersedes any prior understandings, agreements or representations by or among the parties, written or oral, to the extent they relate to the subject matter hereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 14.5. No Waiver; No Third Party Beneficiary. None of the terms of this Agreement may be waived or modified except by an express agreement in writing signed by the parties. There are no representations, promises, warranties, covenants or undertakings other than those contained in this Agreement. No custom or practice of the parties hereto at variance with the terms hereof shall constitute a waiver of either party's right to demand exact compliance with any of the terms herein at any time. The failure of either party hereto to enforce, or the delay by either party hereto in enforcing, any or all of its rights under this Agreement shall not be deemed as constituting a waiver or a modification thereof, and either party hereto may, within the time provided by applicable Law, commence appropriate proceedings to enforce any or all of such rights. Except as expressly provided in this Agreement, no individual or entity other than EFS and Client shall be deemed to have acquired any rights by reason of anything contained in this Agreement. 14.6. Headings. The headings used herein are for convenience only and shall not be deemed to define, limit or construe the contents of any provision of this Agreement. The wording of this Agreement will be deemed to be the wording chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any such party. Time is the essence of this Agreement. 14.7. Force Majeure. Neither party to this Agreement shall be liable for its failure to perform any of its obligations hereunder during any period in which such performance is delayed by circumstances beyond its reasonable control (each a Force Majeure Event), including but not limited to: fire, act of nature, embargo, riot, or the intervention of any government authority; provided, however, that as soon as reasonably practicable prior to any such circumstance, and in any event promptly thereafter, the affected party (a) has so notified the other in writing; (b) takes reasonable measures to avoid or limit the effect or duration of such circumstances; and (c) cooperates with the other party to reasonably alter its obligations hereunder and/or resume performance under this Agreement as soon as reasonably practicable. If any such circumstance persists for longer than ninety (90) days, Client may terminate this Agreement immediately upon written notice without penalty.

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

14.8. Notices. All notices, demands, claims, requests, undertakings, consents and other communications which may or are required to be given hereunder shall be in writing and shall be deemed to be properly given when personally delivered to the party entitled to receive the notice or when sent via confirmed email or facsimile, or by United States or International mail, postage prepaid, properly addressed to the respective parties as follows: If to Client: Playboy.com, Inc. 730 Fifth Avenue New York, NY 10019 Attn: Executive Vice President, Business Development With a copy to: Playboy Enterprises International, Inc. 680 North Lake Shore Drive Chicago, IL 60611 Attn: General Counsel If to EFS: eFashion Solutions, LLC 80 Enterprise Avenue South Secaucus, NJ 07094 Attn: Edward Foy, Jr., CEO With a copy to: OlenderFeldman, LLP 2840 Morris Avenue Union, NJ 07083 Attn: Kurt D. Olender, Esq. 14.9. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Illinois without giving effect to its conflict of laws principles.

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

IN WITNESS WHEREOF, the parties hereto, intending this Agreement to be effective as of the Effective Date, have caused this Agreement to be executed by a duly authorized representative of each.

PLAYBOY.COM, INC. EFASHION SOLUTIONS, LLC By: /s/ Jeremy S. Westin By: /s/ Edward Foy Name: Jeremy S. Westin Name: Edward Foy Title: EVP, Business Development Title: CEO

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

Exhibit 1 Playboy Marks & Licensed Domain Names

* THE GIRLS NEXT DOOR & RABBIT HEAD DESIGN mark may be used in advertising Merchandise bearing the mark only. It should not be used to advertise other goods, such as PLAYBOY goods. If a cast member of The Girls Next Door models PLAYBOY clothing for the Playboy Commerce Business or wears PLAYBOY clothing on the show, an informational reference to that may be made, but THE GIRLS NEXT DOOR & RABBIT HEAD DESIGN mark should not be used in connection with such informational reference. Examples of acceptable informational references include As seen on The Girls Next Door and Modeled by the stars of The Girls Next Door.

A. Playboy Marks: PLAYBOY PLAYBOY.COM PLAYBOY STORE SHOPTHEBUNNY.COM BUNNY BUNNY SHOP BUNNY(RABBIT HEAD DESIGN)SHOP BUNNY(SILHOUETTE)SHOP BUNNY COSTUME RABBIT HEAD DESIGN THE GIRLS NEXT DOOR * THE GIRLS NEXT DOOR & RABBIT HEAD DESIGN * FEMLIN FEMLIN DESIGN CYBER GIRL CYBER CLUB CENTERFOLD PLAYBOY CENTERFOLD CLASSIC CENTERFOLD PLAYMATE PLAYMATE OF THE MONTH PLAYMATE OF THE YEAR PMOY INNER VIXEN HMH HUGH M. HEFNER MISS (MONTH)

B. Licensed Domain Names: www.playboystore.com www.playboycatalog.com www.shopthebunny.com www.bunnyshopcatalog.com www.bunnyshopcatalog.net www.bunnyshopstore.com Other URLs as may be approved in advance by Client in writing on a case by case basis, including mutually agreed upon Micro Sites

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

Exhibit 2 Powered by eFashionSolutions Creative

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

Exhibit 3 Fulfillment Services Fulfillment Services shall be handled by EFS as follows: (a) Substantially all Catalog and Website orders, including, without limitation, regular phone, mail direct and online orders, received by the end of a Business Day will be processed, picked, packed and shipped on the same day received, and in no event later than the end of the next Business Day. Saturday and Sunday orders will be processed with Monday orders. For purposes of this Exhibit, Business Day shall mean any day other than a Saturday, Sunday or other day on which commercial banks in the State of New Jersey for the USA or the applicable country of the Territory are authorized or required by law or executive order to close and shall begin at 9:00 AM and end at 6:00 PM (Eastern Time). (b) Substantially all expedited (next day and 2-day delivery) orders, regardless of channel, received in time for the Monday through Friday 2:00 PM ET cutoff will be picked, packed and shipped that same day. Exceptions: Credit card irregularities, which cannot be resolved same day, will ship the following Business Day with notification to the customer. In the event of system problems that prevent turnover to shipper by last pickup, customers will be notified and packages will be shipped expedited the next Business Day. (c) Substantially all customer returns will be processed within two (2) Business Days of dock receipt. (d) Websites order confirmations or back order or cancellation notices to customers will be provided within one (1) Business Day of receipt. Direct order letters will be produced the next Business Day and substantially all will be mailed that same day. (e) Exact Merchandise ordered at the price(s) specified will be shipped unless the customer approves a substitution. (f) Orders will be packed in professional packaging material including appropriate filler to prevent damage while in transit. Customer Service shall consist of the following: (a) Telephone-based order processing Monday through Friday, 7:00am to 9:00pm, Saturday and Sunday, 9:00am to 5:00pm (Eastern Time). (b) Telephonic and online (e-mail) customer service Monday through Friday, 8:00am to 7:00pm, Saturday, 9:00am to 5:00pm (Eastern Time). (c) Customer service shall address inquiries and complaints with respect to any Merchandise, gift certificates, Catalog orders, Website orders, etc.

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

(d) All costs in connection with postage, printing and stationary expenses incurred by EFS in furtherance of its customer service obligations hereunder shall be borne solely by EFS. Order Processing shall consist of the following: Mail order processing and data entry Phone order processing and data entry Fax order processing and data entry Check verification processing Gift certificate processing and support Deposit preparation Held order processing for fraud review/AVS Customer Service

35

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

Exhibit 4 Photography Costs * Costs per day for a typical photo shoot (based on a 7-day shoot): Photographer & Assistants: ***** Equipment & Rentals: ***** Set Design: ***** Styling: ***** Make Up Artist: ***** Playmates/Models: ***** Travel & Hotel: ***** Catering: ***** Estimate: *****

* The information set forth in this Exhibit 4 is provided only as an example and estimate of costs associated a typical photo shoot. Nothing herein shall be deemed or interpreted as a guarantee of costs or expenses that may be encountered by EFS.

36

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

Exhibit 5 Guidelines A. PURPOSE OF GUIDELINES GENERALLY The purpose of these Guidelines is to help ensure, among other things, that: 1) The Playboy Commerce Business meets the standards of excellence in content, graphic appeal and other qualities that Client and its affiliates seek to maintain; 2) The Playboy Marks are associated only with material of the type and quality generally associated therewith; 3) The validity and effectiveness of the Playboy Marks and the Playboy Commerce Business and the rights and value therein are fully protected; and 4) EFS and its affiliates conduct their activities, both relating to the Playboy Commerce Business and otherwise, in a way that does not jeopardize the Playboy Marks or the reputation and image of any Playboy entity or activity. B. CONTENT GUIDELINES ***** C. LANGUAGE ***** D. PROHIBITED ADVERTISING CONTENT *****

37

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

Exhibit 6 Staffing

A. Organizational Chart *****

B. Client Employees to be Hired by EFS *****

38

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

Exhibit 7 Licensee Exclusives Restricting EFS Produced Merchandise *****

39

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

Exhibit 9 EFS Produced Merchandise Approval Process

1. EFS understands and agrees that any and all EFS Produced Merchandise and any other items bearing the Playboy Marks or intended for use in connection with the Merchandise (hereinafter collectively referred to as the Materials) must be approved in advance in writing by Client through Client's online approval submission system. The Materials include, but are not limited to, photography, cartons, containers, labels, wrappers, packaging and other inner and outer packaging materials, fixtures, displays, artwork and printing, advertising, sales, marketing and promotional materials. EFS shall, at its own expense, submit to Client or its designee for written approval, samples of any EFS Produced Merchandise and the Materials at each stage of development thereof, which shall include, but not be limited to: (i) an initial sketch or photograph prior to any manufacture thereof; (ii) a sample prototype or equivalent acceptable to Client; and (iii) two final production-quality samples of that which will be mass produced or manufactured. EFS must obtain Client's written approval of each stage of development before proceeding to the next stage, and in no event shall EFS commence or permit the mass manufacture, advertising, promotion, sale or distribution of any EFS Produced Merchandise or Materials unless and until EFS has received Client's written approval of the samples provided pursuant to (iii) of this Section 1. In the event Client fails to provide its approval or disapproval of any or all things submitted to Client pursuant to this Section 1 within ***** of Client's receipt thereof, EFS may send written notice to Client advising no response was received. If Client does not respond within ***** of Client's receipt thereof, then Client shall be deemed to have given disapproval. 2. To ensure that EFS Produced Merchandise and the Materials are constantly maintained in conformance with the previously approved samples pursuant to Section 1 of this Exhibit 9 above, EFS shall, within ten (10) days of receipt of a request from Client, send or cause to be sent to Client at EFS' expense: (i) such actual samples requested by Client of the EFS Produced Merchandise and the Materials EFS is using, manufacturing, selling, distributing or otherwise disposing of; and (ii) a listing or revised listing of each location where any of the EFS Produced Merchandise and the Materials or either thereof are designed, manufactured, stored or otherwise dealt with, except to the extent such listing or revised listing duplicates currently accurate information previously provided. Client and its nominees, employees, agents and representatives shall have the right to enter upon and inspect, at all reasonable hours of the day, any and all such location(s) and to take, without payment, individual samples of any of the EFS Produced Merchandise and the Materials as Client reasonably requires for the purposes of such inspection. 3. If any of the EFS Produced Merchandise or Materials sent or taken pursuant to Section 2 of this Exhibit 9 above or that otherwise come to the attention of Client does or do not conform in Client's sole opinion to the previously approved samples, Client shall so notify EFS, in writing, specifying in what respect such of the EFS Produced Merchandise or Materials is or are unacceptable. Immediately upon receipt of such notice, EFS shall suspend all manufacture, sale and distribution of all such EFS Produced Merchandise and Materials and shall not resume the manufacture, sale or distribution thereof unless and until EFS has made

42

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

all necessary changes to the satisfaction of Client and has received Client's written re-approval of each of such EFS Produced Merchandise and Materials. 4. Except as otherwise specifically provided in this Agreement, all EFS Produced Merchandise and/or Materials that are not approved by Client or that are determined by Client to be non-conforming or unacceptable shall not be sold, distributed or otherwise dealt with by EFS. All such EFS Produced Merchandise and Materials shall be destroyed by EFS with, if Client so requests, an appropriate certificate of destruction furnished to Client. 5. Any and all sales, distribution or use by EFS of unapproved, non-conforming or unacceptable EFS Produced Merchandise or Materials shall not only constitute an incurable default under the terms of this Agreement, but such EFS Produced Merchandise or Materials also shall be considered unlicensed and an infringement of Client's proprietary rights, and Client shall have the right to bring legal action against EFS for any and all remedies available to Client in addition to the remedies available under this Agreement. EFS acknowledges and agrees that to the extent EFS has followed the approval process as outlined in this Exhibit 9 with respect to EFS Produced Merchandise, EFS shall have had notice of any non-approval, non- conformance and/or unacceptability thereof. 6. Client shall have final approval with respect to the following elements of the Products: (i) selection of Client's images for use on such Merchandise; (ii) manipulation and adaptation of the Playboy Marks for reproduction on such Merchandise; (iii) approval of strike offs or other pre-production samples as the parties may agree; and (iv) approval of actual materials to be used for manufacture of such Merchandise. 7. It is specifically agreed by EFS that there shall be no approval by default. No product may be manufactured unless there is a written approval by Client.

43

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

Exhibit 10 Payments and Fees *****

44

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

Exhibit 11 Location-Based Entertainment Partners Playboy Club at the Palms Casino Resort Playboy Mansion at Macao Studio City

45

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

Exhibit 12 Time & Action Calendar

EFS Transition Key Dates Date Contract Signing 1/15/2008 Shipping & Receiving IRI to Prepare Inventory for Shipment Week of 1/21/2008 3 Stages 60 Days + Week of 1/28/2008 Majority of Inventory Week of 2/11/2008 Final Shipment Week of 3/1/2008 EFS to Receive Inventory

Customer Service Transfer of 800 numbers 2/15/2008 Test Orders 2/18/2008-2/23/2008 Create Live Chat 2/15/2008 Turn on phone Lines 3/1/2008 IRI terminates taking returns 6/1/2008 Turn off IRI CS Lines 6/1/2008

Site Development Recreation of current store design 1/1/2008-2/15/2008 Site Testing 2/23/2008 Change DNS from current Host 2/1/2008 Point DNS to new EFS IP 2/27/2008 Go Live 3/1/2008

Other IT Abacus/Epsilon Integration 1/1/2008-2/15/2008

PLAYBOY/BUNNY SHOP Summer Catalog 2008 START END PRODUCTION SCHEDULE Style Out 11/27/2007 Merchandiser Samples due Final 12/5/2007 Photography 12/10/2007 12/14/2007 Complete tabletop pre pro 12/7/2007 TableTop Photography 12/10/2007 12/17/2007 Creative Page Building 12/12/2007 12/25/2007 Creative Selects Review 1/3/2008 Mktng/Merch/Crtve Proof One 1/7/2008 1/11/2008 Mktng/Merch Proof one Revisions 1/14/2008 1/16/2008 Creative Proof Two 1/16/2008 1/23/2008 Mktng/Merch Final Proof 1/28/2008 2/1/2008 Mktng/Merch Release Pages 2/4/2008 2/8/2008 Separator

46

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009

47

Proof Separations 2/11/2008 2/15/2008 Creative/Separator Files DUE to Printer 2/21/2008 Separator Printer Proofs DUE 2/22/2008 Printer Correction Due to Printer 2/22/2008 Creative ON PRESS 2/25/2008 Printer PRINTING SCHEDULES Paper DUE (40 Days Prior) 2/20/2008 Creative Print Order/Distrib. info Due 2/17/2008 Creative/Mktng Process Tapes DUE 2/21/2008 Marketing Postal DUE 3/6/2008 Marketing Order Form DUE 2/19/2008 Creative Begin Bindery 2/26/2006 3/2/2006 Printer DROP 1-IN HOME 3/19/2008 3/21/2008 Printer DROP 2-IN HOME 4/23/2008 4/25/2008 Printer DROP 3-IN HOME 5/21/2008 5/23/2008

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

Answer: EFS shall maintain at all times during the Term of this Agreement insurance as provided below and shall name Client, its parent company, subsidiaries and affiliated entities and their respective officers, directors, shareholders, agents and employees as additional insureds to the extent of indemnity provided herein under its liability policies as follows: (i) Commercial general liability insurance including premises/operations, broad form property damage, independent contractors, and contractual liability covering EFS' obligations hereunder for bodily injury and property damage, with a combined single limit of not less than $1,000,000 each occurrence and $6,000,000 umbrella coverage; (ii) Workers' compensation insurance in statutory amounts covering EFS and its employees; and (iii) Errors and omissions insurance, and employer's liability insurance in an amount not less than $1,000,000 per accident/disease.

Question: FORM OF FRANCHISE AGREEMENT Location of the Premises: Agreement Date Franchisee Business Address

Type of Legal Entity (if applicable) State in which entity organized (if applicable) Shareholder / Partner / Member Name Ownership Percentage % (the Operating Principal) % % % %

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

TABLE OF CONTENTS SECTION PAGE 1. RIGHTS GRANTED 2 2. TERM; SUCCESSOR FRANCHISE AGREEMENTS 4 3. FEES 4 4. OPENING DEADLINE 6 5. TRAINING 10 6. OPERATIONS 11 7. PROPRIETARY MARKS 18 8. BUSINESS RECORDS AND REPORTING 19 9. MARKETING FUND AND ADVERTISING 21 10. TECHNOLOGY 23 11. OPERATING MANUAL 26 12. CONFIDENTIAL INFORMATION 26 13. TRANSFERS BY US 26 14. TRANSFERS BY YOU 27 15. TERMINATION 29 16. OBLIGATIONS ON TERMINATION OR EXPIRATION 31 17. RESTRICTIONS ON COMPETITION 33 18. RELATIONSHIP OF THE PARTIES 34 19. INDEMNIFICATION 35 20. CONSENTS AND WAIVERS 35 21. NOTICES 35 22. ENTIRE AGREEMENT AND AMENDMENTS 35 23. CONSTRUCTION OF THE AGREEMENT, SEVERABILITY, AND SURVIVAL 36 24. GOVERNING LAW 36 25. DISPUTES 36 26. ACKNOWLEDGMENTS 37 Appendix A - Opening Deadline, Delivery/Catering and Advertising Area, and Site Selection Area Appendix B - Personal Guarantee Appendix C - Sample of Non-Disclosure and Non-Competition Agreement - i -

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

Pizza Fusion Holdings, Inc. Franchise Agreement This Franchise Agreement (the Agreement) is entered into as of the Agreement Date shown on the cover page between Pizza Fusion Holding, Inc., a Florida corporation, and the individual or legal entity identified on the cover page (Franchisee). If Franchisee is a corporation, partnership, or limited liability company, then the Franchisee's owner(s) are also identified on the cover page. In this Agreement, we, us and our refers to Pizza Fusion Holding, Inc., the franchisor. You and your refers to the Franchisee. Owners means the person(s) listed on the cover page and all other persons whom we may subsequently approve to acquire an interest in Franchisee. Operating Principal means the person designated as the Operating Principal on the cover page and who meets the criteria in Section 6.15 of this Agreement. RECITALS A. We are in the business of franchising others to operate Pizza Fusion restaurant businesses, which feature a competitively priced menu of organic and all-natural gourmet pizza and related food specialties, and standards and methods of operation designed to be green, and which are operated in buildings that bear our interior and/or exterior trade dress (each a Restaurant or Franchised Business). B. We have developed a distinctive set of specifications and operating procedures (collectively, the System) for Restaurants. The distinguishing characteristics of the System include: dough, sauce, and other recipes and products that are prepared or manufactured in accordance with our proprietary and/or secret recipes, trade secrets, standards, and specifications that we deem secret (Secret Recipe Products) and other designated and approved products; standards and procedures for business operations, including green design, construction, and operating practices; equipment layouts, graphics packages and signage, distinctive interior and exterior design and accessories, quality and uniformity of products and services offered; procedures for management and inventory control; training and assistance; advertising and promotional programs; and customer development and service techniques. These are not necessarily all of the elements of the System. We may change, improve, add to, delete from, and further develop the elements of the System from time to time. C. We identify the businesses operating under the System by means of the Pizza Fusion name and certain other trademarks, service marks, trade names, signs, logos, and other indicia of origin (collectively, the Proprietary Marks). We may designate other trade names, service marks, and trademarks (and also periodically delete old names and marks) as Proprietary Marks. D. You understand the importance of our high standards of quality, appearance, and service and the necessity of operating your Franchised Business in accordance with this Agreement and our standards, specifications and procedures. Therefore, the parties, who each intend to be legally bound by this Agreement, and for good and valuable consideration, now agree as follows: Page 1 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

1. RIGHTS GRANTED 1.1. Grant of Franchise. 1.1.1 We grant you the right, and you accept the obligation, to use the Proprietary Marks and the System to operate one Restaurant (the Franchised Business) at the Premises, in accordance with the terms of this Agreement. The term Premises means the location shown on the cover page to this Agreement or a location that is determined under process set out in Section 4.1 [Site Selection and Approval] below. 1.1.2 Your rights under this Agreement have limits, such as the following: (a) You have no right to operate the Franchised Business at any location other than the Premises, as described in Section 1.2 [Activities of Franchised Business] below; (b) You have no right to sublicense either the Proprietary Marks or the System to anyone else; and (c) You have no right to use the Proprietary Marks or the System in any manner except as expressly authorized under this Agreement. 1.2. Activities of Franchised Business. 1.2.1 You may operate the Franchised Business only from the Premises, only in accordance with the requirements of this Agreement and the procedures and terms and conditions set forth in the Pizza Fusion Manuals, and only to sell Products to: (a) retail customers for consumption on the Premises or for personal, carry out consumption; and (b) catering and delivery customers who are located within the area specified in Exhibit A as the Delivery/Catering and Advertising Area. We may specify terms and conditions for catering and delivery activities, which may include guidelines and requirements relating to insurance coverage, vehicle use in such activities, and use of a third party phone order processing center as we may require. Without our prior written approval, you may not engage in any other type of sale, including, but not limited to: selling, distributing, or otherwise providing, any services or products to third parties at wholesale, or for resale or distribution by any third party; and selling, distributing or otherwise providing any products and/or services through catalogs, mail order, toll free numbers for delivery, or electronic means (e.g., the Internet). You acknowledge and agree that the sole purpose of the Delivery/Catering and Advertising Area is to specify the geographic area in which you will be authorized to provide catering and delivery services and conduct advertising under the terms of this Agreement, and that the designation of the Delivery/Catering and Advertising Area does not grant, and will not be implied to grant, any territorial rights or protections to you or the Franchised Business, and we reserve all other rights as set forth in Section 1.3 [Our Limitations and Our Reserved Rights] below. 1.2.2 You may advertise and market the Franchised Business and directly solicit customers only within your Delivery/Catering and Advertising Area (subject to Section 9.3 [Regional Fund] below). You agree not to: (a) advertise or market the services of your Franchised Business outside of the Delivery/Catering and Advertising Area; and/or (b) engage in direct solicitation of customers outside of the Delivery/Catering and Advertising Area. The term direct solicitation includes, but is not limited to, solicitation in person, by telephone, by mail, by e-mail, the internet, or other electronic means, advertising, marketing, and by distribution of brochures, business cards or other materials. 1.2.3. If any of your advertising within the Delivery/Catering and Advertising Area is in media that will or may reach a significant number of persons outside of the Delivery/Catering and Advertising Area, you must notify us in advance and obtain our prior written consent (in addition to the requirements in Section 9.3 [Regional Fund] below). We may periodically establish rules and policies regarding such advertising. Page 2 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

1.3. Our Limitations and Our Reserved Rights. The rights granted to you under this Agreement are not exclusive. We and our affiliates have the right to conduct any business activities, under any name, and at (or from) any location notwithstanding those business activities' actual or threatened impact on sales of the Franchised Business. For example, we may, among other things, on any terms and conditions we deem advisable, and without granting you any rights therein, do any or all of the following: 1.3.1 We have the right to establish, and license others to establish, Franchised Businesses at any location notwithstanding their proximity to the Franchised Business or the Premises or their actual or threatened impact on sales of the Franchised Business. 1.3.2 We have the right to establish, and license others to establish, businesses under other systems or other proprietary marks, which businesses may offer or sell products and services that are different from the principal products and services offered from the Franchised Business, and which businesses may be located within or outside the Premises, notwithstanding such business' proximity to the Franchised Business or the Premises or their actual or threatened impact on sales of the Franchised Business. 1.3.3 We have the right to acquire and operate any business of any kind or be acquired by another business, notwithstanding such business' actual or threatened impact on sales of the Franchised Business. 1.3.4 We have the right to establish, and license others to establish, Restaurants at any Institutional Facility (as defined below), notwithstanding such Restaurants' proximity to the Franchised Business or their actual or threatened impact on sales of the Franchised Business. The term Institutional Facility is agreed to mean any outlet that primarily serves the customers located within the facility, such as captive audience facilities and limited purpose or limited access facilities, and includes among other things: airports; train or bus stations; travel plazas; factories; federal, state or local government facilities (including military bases); hospitals and other health-care facilities; stadiums and arenas; recreational facilities; schools, colleges and other academic facilities; convention centers; seasonal facilities; shopping malls; theaters; museums; and workplace cafeterias. 1.3.5 We have the right to sell and distribute, directly or indirectly, through any channels of distribution (including, but not limited to, supermarkets, gourmet shops, mail order, and on the internet) any products or services (including products and services that are the same or similar to those offered by Restaurants and using the Pizza Fusion name), from any location or to any purchaser or customer, advertise in any area (including in your Delivery/Catering and Advertising Area) and/or serve customers who reside within your Delivery/Catering and Advertising Area. You acknowledge that customers have total freedom to select the Pizza Fusion Restaurant that they wish to patronize. 1.3.6 We have the right to provide, and license others to provide, products or services to Major Accounts (as that term is defined below) at any location, notwithstanding such Major Accounts' proximity to the Franchised Business or the Premises or their actual or threatened impact on sales at the Franchised Business. The term Major Account is agreed to mean any customer we designate as such, based upon our sole determination that, because such customer conducts its business at multiple locations and we deem this customer to be of strategic importance, the account, services and pricing of such customer shall be negotiated and secured either (i) by us or (ii) with our assistance, approval and oversight; as further described in Section 6.12 [Major Accounts] below. 1.4. Limitations. You agree not to engage in any of the sales activities that we have reserved to ourselves in Sections 1.3 [Our Limitations and Our Reserved Rights] above. Page 3 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

2. TERM; SUCCESSOR FRANCHISE AGREEMENTS 2.1. Term. This Agreement expires ten (10) years from the Agreement Date (the Term), unless it is terminated sooner as provided in other sections of this Agreement. 2.2. Successor Franchise Agreements. When this Agreement expires, you will have the option to continue the franchise relationship with us for two (2) additional terms of ten (10) years each. We may require you to satisfy any or all of the following as a condition of continuing the franchise relationship with us: 2.2.1. You must give us written notice of your desire to exercise your option not more than twelve (12) months and not less than nine (9) months before this Agreement expires. 2.2.2. You and all Owners must execute the standard form of Pizza Fusion Franchise Agreement that we are then offering to new franchisees (or the standard form that we most recently offered to new franchisees, if we are not at that time actively offering new franchises) (the Successor Franchise Agreement). The terms of the Successor Franchise Agreement may be substantially different from the terms of this Agreement and may require the payment of different fees. 2.2.3. You must pay all amounts owed to us, to our affiliates, and to your major suppliers; you must not be in default of this Agreement or any other agreement with us, our affiliates, or our suppliers; and you must have substantially and timely complied with all of your obligations throughout the term of each such agreement. 2.2.4. If we inspect your Franchised Business and give you notice at least six months before the end of the term of any required maintenance, refurbishing, renovating, and upgrading (including purchasing one or more new delivery vehicles); then you must complete all such required maintenance, refurbishing, renovating, and upgrading to our reasonable satisfaction no later than 60 days before expiration of the term. 2.2.5. You must pay us a discounted successor franchise fee in the amount of $7,500 or twenty-five percent (25%) of our then- current initial franchise fee (whichever is more). 2.2.6. You and all of your Owners must execute and deliver to us a general release, in a form we require, of any and all claims against us, our affiliates, and our past, present and future officers, directors, shareholders and employees arising out of or relating to your Franchised Business. 2.2.7. You, the Operating Principal, and/or your designated employees must successfully complete any additional or refresher training courses that we may require. 3. FEES 3.1. Initial Franchise Fee. You must pay us an initial franchise fee of $30,000 when you sign this Agreement. The initial franchise fee is paid in consideration of the rights granted in Section 1 and is fully earned at the time paid. You acknowledge that we have no obligation to refund the initial franchise fee in whole or in part for any reason. 3.2. Royalty 3.2.1. You must pay us a royalty fee (Royalty) equal to six percent (6%) of your Gross Revenues. The Royalty is in consideration of your right to use the Proprietary Marks and the System in accordance with this Agreement, and not in exchange for any specific services we render. If by reason of state or other law, we are prohibited from receiving a percentage of certain components of Gross Revenues (including alcoholic-beverage sales), you must pay us an equivalent amount by increasing the Royalty percentage applied to Gross Revenues exclusive of the prohibited components. Page 4 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

3.2.2. You must calculate and pay the Royalty weekly, based on your Gross Revenues for the previous Period. For purposes of this Agreement, unless otherwise designated by us in writing, a Period begins on Monday and ends on the following Sunday. 3.2.3. Gross Revenues means all revenue from the sale of all services and products and all other income of every kind and nature related to, derived from, or originating from the Franchised Business, including proceeds of any business interruption insurance policies, whether for cash or credit, and regardless of collection in the case of credit; provided, however, that Gross Revenues does not include any coupon sales (for which customers do not pay for product), customer refunds, sales taxes or other taxes you collected from customers and actually transmitted to the appropriate taxing authorities. 3.3. Advertising Contributions. During any Period that the Marketing Fund (as defined in Section 9.1 [Pizza Fusion Marketing Fund] below) is in effect, you must make a contribution as described in Section 9.1 [Pizza Fusion Marketing Fund] below equal to three percent (3%) of your Gross Revenues for the preceding Period. Additionally, during any Period that a Regional Fund (as defined in Section 9.3 [Regional Fund] below) for the area in which your Franchised Business is located is in effect, you must make a contribution as described in Section 9.2 [Local Marketing] below in such amounts as we specify in writing up to two percent (2%) of your Gross Revenues for the preceding Period; in addition, you may be required to contribute to a Regional Fund up to an additional two percent (2%) of Gross Revenues of your Franchised Business if the members of that Regional Fund vote to increase the total contribution, as provided in Section 9.3.5 [Regional Fund] below. Required contributions to the Marketing Fund and Regional Fund are referred to as Advertising Contributions. 3.4. Index. The parties agree that all fixed dollar amounts set out in this Agreement are subject to adjustment, up or down, depending on changes in the Index. For the purpose of this Agreement, the term Index is agreed to mean the Consumer Price Index (1982-84=100: all items; CPI- U; all urban consumers) published by the U.S. Bureau of Labor Statistics (or if the Index is no longer published, a successor index that we may reasonably specify in the Manuals or otherwise in writing). We have the right to decide whether or not to make adjustments to fixed dollar amounts set out in this Agreement and if we decide to invoke that right, we will make changes not more than once each year by sending you written notice of the change. 3.5. Due Date for Payment. Your Royalty payments and Advertising Contributions are due by the first (1st) day after the end of each Period (or the next business day if the first day is a Sunday or federal holiday) (as of the Agreement Date, the due date is Monday of each week). You must pay all other amounts due to us as specified in this Agreement or, if no time is specified, such amounts are due upon receipt of an invoice from us. 3.6. Method of Payment. You must make all payments to us by the method or methods that we specify from time to time. We require payment via wire transfer or electronic debit to your bank account, and you must maintain sufficient balance in your operating account to meet the payment requirements. You must furnish us and your bank with all authorizations necessary to effect payment by the methods we specify. You may not, under any circumstances, set off, deduct or otherwise withhold any Royalty fees, Advertising Contributions, interest charges, or any other monies payable under this Agreement on grounds of our alleged non-performance of any obligations. Additionally, you authorize us to charge against any of your credit cards any amounts due to us or to any of our affiliates. You agree to supply us a written list of all of your credit cards (including card number, name, and expiration date) and to update that list periodically, if there are changes to the information. Page 5 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

3.7. Delinquency. If any Royalties or other amounts owed to us are not paid in full by the due date, we have the right to charge interest on the overdue amount at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, if less than 1.5%) from the date such amount was due until paid in full. Unpaid interest charges will compound annually. In addition, we will have the right to charge a late fee for each occurrence of a payment that is more than 30 days past due, which fee will be $100 for the first such occurrence, $200 for the second such occurrence, and $300 for the third and each subsequent occurrence during the Term of this Agreement. The late fee is to compensate us for our administrative costs incurred in enforcing your obligation to pay us. 3.8. Dishonored Payments. For any amount that you must pay to us or our affiliates, if we are not able to successfully complete a wire transfer or electronic debit for such payment as described Section 3.6 [Method of Payment] above, or if a check that you issue for such payment is returned by the bank against which it was drawn, due to insufficient funds in your account(s), closure of your account(s) or any other reason resulting in the nonpayment (each a Dishonored Payment), we have the right to charge a fee of $100 per occurrence (a Dishonored Payment Charge). We will notify you of each Dishonored Payment and any Dishonored Payment Charge that we impose. We may add the Dishonored Payment Charge to the amount to be paid via the next wire transfer or electronic debit. The Dishonored Payment Charge applies in addition to any late fee and interest that we have the right to charge, or any other remedy to which we are entitled, under this Agreement, at law, or in equity. 3.9 Taxes. You are responsible for all taxes levied or assessed on you or the Franchised Business in connection with your activities under this Agreement. 3.10 Obligations Absolute. You agree that your obligations to pay us (as well as our affiliates) under this Agreement or any other agreement in connection to the Franchised Business are absolute and unconditional, and not subject to abatement or setoff for past or future claims that you may assert. 3.11 Security Agreement. Upon our written request, you agree to grant to us a first-priority security interest in all of your assets (including all proceeds thereof and after-acquired property), as security for all your monetary and other obligations to us or our affiliates arising under or relating to this Agreement or any other agreement. Such assets include all furniture, fixtures, machinery, equipment, inventory and all other property, (tangible or intangible), that you now own or later acquire, used in connection with the Franchised Business, and wheresoever located as well as all contractual and related rights you have under this Agreement and all other agreements between the parties. If we request, you must execute such financing statements, continuation statements, notices of lien, assignments or other documents as we may require in order to perfect and maintain our security interest, including but not limited to a UCC-1 Financing Statement. Alternatively, you authorize us to execute any of the foregoing financing statements, continuation statements, notices of lien, assignments, and/or other documents on your behalf, or on our own (in our name), describing the collateral in such manner as we consider appropriate. You hereby grant us an irrevocable power of attorney, coupled with an interest, to execute, in your name, any of such financing statements, continuation statements, notices of lien, assignments or other documents. You must pay all filing fees and costs for perfecting our security interest. 4. SITE SELECTION, PREPARATION, AND OPENING DEADLINE 4.1. Site Selection and Approval. You will be responsible, at your own expense, for finding and then acquiring, by lease or purchase, a suitable site at which to develop and operate your Franchised Business (the Premises). Any sites that you propose must be within the area identified in Exhibit A (the Site Selection Area). You acknowledge and agree that: (a) the sole purpose of designating a Site Selection Area is to identify the geographic area in which you intend (and, upon our written approval, will be authorized) to operate a Franchised Business under the terms of this Agreement; (b) the designation of the Site Selection Area does not grant, and will not be implied to grant, any territorial rights or protections to you or to the Franchised Business; and (c) we reserve all rights as set forth elsewhere in this Agreement, including but not limited to those described in Section 1.3 [Our Limitations and Our Reserved Rights] above. Before committing to a site, you must obtain our written approval of the site to serve as the Premises, as described in Section 4.2 [Site Lease or Acquisition] below. Page 6 of 39

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4.1.1. We will give you certain assistance in connection with your selection of Premises and establishment of your Franchised Business: (a) We will provide to you a copy of our standard site selection criteria and guidelines, including our minimum standards for Franchised Businesses. (b) We will have the right to provide to you the degree of site selection counseling and assistance that we deem appropriate. If we (either on our own initiative or at your request) consider on-site evaluation necessary or appropriate, you agree to reimburse us for the reasonable expenses that we incur in connection with providing that on-site evaluation (including the cost of travel, lodging and meals). (c) We will provide, at no charge, our standard image specifications for the construction of the Franchised Business, improvement of the premises, and for the layout of fixtures, furnishings, equipment, and signs. On or before the date you open the Franchised Business, you must return to us the plans and specifications we provided to you (and any copies that you may have made or shared with other parties). 4.1.2 You must submit a site review report and such other information or materials as we may reasonably require (including but not limited to, photographs, demographic information, an option contract, letter of intent, or other evidence satisfactory to us that confirms your favorable prospects for obtaining the site). We will review site approval submissions on a first-in basis. (a) If we do not approve in writing the proposed site, you must, within 30 days after our disapproval of the proposed site, submit a new proposed site within the Delivery/Catering and Advertising Area for our review and approval. (b) By no later than 90 days after the Agreement Date, you must have obtained our written approval of a site. If you have not done so, we may elect to terminate this Agreement, and we will not refund to you the Initial Franchise Fee or any other money paid to us. (c) We will not unreasonably withhold approval of any site that meets our standards. You may not lease or otherwise acquire the right to occupy the proposed site without our prior written approval. 4.2 Site Lease or Acquisition. You must, within 30 days after we approve a site for the Franchised Business (but in no event later than 120 days after the Agreement Date), either by lease or purchase the approved site for the Premises, as further described below. 4.2.1 If you will occupy the Premises under a lease or sublease, you must submit the lease to us for our review and our prior written approval. Your lease (or rider to a lease) must include provisions that will: (a) Allow us the right to elect to take an assignment of the leasehold interest upon termination or expiration of your rights under this Agreement, and that allow us (or our designee) to operate a Pizza Fusion restaurant upon the premises for the remaining term of the lease or sublease; (b) Require the lessor to provide us with a copy of any written notice of deficiency under the lease sent to you, at the same time as notice is given to you (as the lessee under the lease), and which grants to us the right (but not obligation) to cure any deficiency by you under the lease within fifteen (15) business days after the expiration of the period in which you had to cure any such default should you fail to do so; Page 7 of 39

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(c) Recognize your right to display and use the Proprietary Marks in accordance with the specifications required by the Manual, subject only to the provisions of applicable law; (d) Require that the premises be used solely for the operation of a Franchised Business; and (e) Acknowledge that, if this Agreement is terminated or expires (without you renewing your franchise rights): (i) you must take certain steps to de-identify the location as a Pizza Fusion Restaurant; and (ii) lessor will cooperate with us in enforcing your obligation to de-identity, including allowing us, our employees and/or agents to enter the premises and remove signs, decor and materials that bear or display our Proprietary Marks, designs, or logos. 4.2.2 You must deliver to us a copy of the signed lease or sublease to us within fifteen (15) days after it has been signed by you and by the lessor. You may not execute or agree to any modification of the lease or sublease that would affect our rights without our prior written approval of the modification. 4.3 Location Development and Preparation. You must construct, furnish, and open the Franchised Business as required by this Agreement and must open the Franchised Business not later than six (6) months after securing the necessary authorization and approval for permits and/or certificates. Time is of the essence. 4.3.1 You agree that you will do all of the following things: (a) make sure that you have obtained all necessary zoning permits as well as all required building, utility, health, sign permits and licenses, and any other required permits and licenses; (b) buy or lease Products and other materials as required under this Agreement (as well as the other specifications that we provide in writing); (c) in accordance with Section 4.3.2 [Location Development and Preparation] below, prepare all plans and complete construction, or remodeling, of the Franchised Business, and complete installation of all equipment in compliance with plans and specifications for the Franchised Business that we have approved, as well as all applicable federal, state and local laws, codes and regulations (including, without limitation, the applicable provisions of the ADA, zoning requirements, and permitting requirements), ordinances, building codes and permit requirements; (d) purchase and install at the Premises all interior and exterior signage, from such suppliers, that we may designate. From time to time, we have the right to require that you purchase and install replacement or additional Signage; (e) obtain all customary contractors' sworn statements and partial and final waivers of lien for construction, remodeling, decorating and installation services; (f) obtain and maintain in force during the entire period of construction the insurance required under this Agreement or as otherwise specified in the Manuals; (g) satisfy all of our pre-opening requirements, whether set out in this Agreement, the Manuals, or as we may otherwise specify; (h) You must obtain a Certificate of Occupancy within 10 days after completing construction, unless we agree in writing to extend this deadline; and Page 8 of 39

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(i) within thirty (30) days after the store opening, you agree to provide us a full written breakdown of all costs associated with the development of your Franchised Business in the form that we may reasonably require. 4.3.2 Before starting and during any construction or renovation of the Premises, you must, at your own expense, meet all of the following requirements: (a) You must employ a qualified, licensed architect or engineer who we have designated or approved in writing to prepare, for our approval, preliminary plans and specifications for site improvement and construction of the Franchised Business based upon prototype design and image specifications we furnished to you. We will not unreasonably withhold our approval of special plans and specifications, prepared at your expense, when the Approved Location will not accommodate our standard plans and specifications, provided that such plans and specifications conform to our general design criteria. You will be responsible for the design and layout that your architect or engineer prepares. If we express an opinion about the plans or indicate our approval, it will be merely for the purpose of our own determination that your plans will satisfy our internal standards, specifications, and layout. We will not be in a position to provide any assurances, and therefore can not be deemed to have given any information about, whether your plans satisfy any federal, state, and local laws, codes and regulations (including, without limitation, the Americans with Disabilities Act (ADA)). (b) After obtaining any required governmental approvals and clearances, you must submit to us, for our approval, final plans for construction based upon the preliminary plans and specifications. Once approved by us, such final plans may not be changed or modified without our prior written consent. (c) You must employ a qualified, licensed general contractor to construct the Franchised Business and complete all improvements. (d) Your architect or engineer must also comply with all applicable zoning, signage, seating capacity, parking requirements and alcoholic-beverage (i.e., beer and wine products that we designate or approve) licensing and storage requirements. (e) Within 10 days after commencing construction, you must provide us with written notice of the date you began construction. 4.3.3 We may require that you provide us a written certification from your registered architect that the Franchised Business has been constructed, furnished, equipped, and decorated in accordance with approved plans and specifications. 4.3.4 We may recommend that you use a construction project manager that we designate for constructing the Premises. If we do so and you choose not to use our recommended construction manager, you must hire a general contractor who is reasonably acceptable to us and who must have the following minimum insurance coverage: (a) commercial general liability in an amount of $2,000,000 combined single limit; (b) comprehensive automobile liability for owned, hired and non-owned motor vehicles in an amount of $1,000,000 combined single limit; (c) workers' compensation, occupational diseases and disability benefits in accordance with applicable statutory requirements; (d) employers' liability in an amount of $1,000,000; (e) employee fidelity bond of $2,000,000; and (f) umbrella form excess liability insurance in excess of the limits provided by the commercial general liability policy required above with limits of $3,000,000 per occurrence and annual aggregate. Page 9 of 39

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4.3.5 Before you can open for business, you must satisfy all of our pre-opening requirements, whether they are set out in this Agreement, the Manuals, or as we may otherwise specify, and you must obtain our written approval prior to opening the Franchised Business. You must open the Franchised Business within seven days after obtaining our written approval for opening, unless we agree in writing to extend this deadline. 4.4. Our Review. Any reviews that we conduct under this Section 4 are only for our benefit. You acknowledge that our review and approval of a site, lease, sublease, design plans or renovation plans for a Franchised Business do not constitute a recommendation, endorsement, or guarantee of the suitability of that location or the terms of the lease, or sublease, or purchase agreement. You agree that you will take all steps necessary to determine for yourself whether a particular location and the terms of any lease, sublease, or purchase agreement for the site are beneficial and acceptable to you. 4.5 Opening Deadline. You must begin operating the Franchised Business by the opening deadline specified in Appendix A. The date you actually open the Franchised Business is the Opening Date. 4.6 Relocation and other Uses of the Premises. You may not relocate the Franchised Business from the Premises without our prior written consent. You may only use the Premises for the purpose of operating your Franchised Business and for no other purpose. You may not sublet or otherwise allow any other party to operate any enterprise at your Premises without our prior written approval. 5. TRAINING 5.1. Initial Training Program 5.1.1. Before you begin operating, the two persons who you designate (and who we find acceptable) to provide managerial responsibilities (each a Manager Trainee) must all successfully attend (at the same time) and successfully complete our initial training program (we may designate portions of the training program that each person must attend and successfully complete), which is held at our headquarters and/or another location(s) that we specify. One Manager Trainee must be your Operating Principal (who meets the criteria in Section 6.15 of this Agreement), unless we mutually agree otherwise. You may designate another person who will be active in the day-to-day activities and management of the Franchised Business to be the second Manager Trainee. You may ask that additional employees be allowed to attend the portions of the initial training that are designed for your employees, and we will have the right to approve or disapprove that request. All trainees must be persons that we find acceptable at all times to serve in their respective capacities. As of the Effective Date, our training program has two components, as follows: (a) An Advanced Operations Course for your Operating Principal, which consists of up to twelve days for your Operating Principal and is conducted at our training facilities in Broward County, Florida, or at another location that we may specify in writing. (b) A Basic Operations Course for any Manager Trainee other than your Operating Principal, which consists of up to twelve days of training and is conducted at our training facilities in Broward County, Florida, or at another location that we may specify in writing. Your Manager Trainees (other than your Operating Principal), and such of the Franchisee's other employees as we designate must attend this component of training. 5.1.2. We will issue a certificate of completion for each Manager Trainee who completes the initial training program we require to our satisfaction (each such person will be referred to as a Certified Manager). We have the right to determine whether a person has or has not successfully completed training. If you (or your personnel) fail to complete initial training to our satisfaction, we may permit you (or they) to repeat the course or allow you to send a substitute to the next available scheduled training session; however, we will have no obligation to extend the opening deadline in Section 4 for this purpose. Page 10 of 39

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5.1.3. We have the right to reduce the duration or content of the training program for any trainee who has prior experience with our concept or in similar businesses. We also may allow you to train certain of your managers (which may include Certified Managers) and successors in those positions at your location. 5.1.4. Failure to complete the initial training program constitutes grounds for termination, as provided in Section 15 of this Agreement. 5.2. Opening Training and Assistance. We provide up to fourteen (14) days of pre-opening training and opening assistance at your Premises. The Operating Principal and the other Manager Trainee and such of your other employees as we designate must attend this component of training, which will begin approximately seven days before the Opening Date and conclude approximately seven days thereafter. 5.3. Additional Training by Us. We may require your Certified Managers and/or other designated persons to successfully complete additional training courses during the Term of this Agreement at a location that we specify (including an annual conference for franchisees in the System). We may also offer optional training programs. You may also request that we provide additional training at the location of your Franchised Business, and we will provide such training if we determine that we are able to do so. We may charge you a training fee and our out-of-pocket expenses for all additional training programs, whether mandatory or optional, or whether you request or we require such training, which fee shall be as set forth in the Manual or otherwise in writing. 5.4. Training by You. We have the right to specify training programs related to the System that you must conduct for your employees using approved training materials or that we will provide at our headquarters. For any training of your personnel that we conduct, you are responsible for expenses incurred while they attend training, including salaries, benefits, travel, lodging, meals, and other related expenses. We reserve the right to charge you for training additional personnel. 5.5. Training Materials and Methods. All training materials that we provide to you remain our property. We have the right to provide training programs in person, on tape, via the Internet or other electronic means, or by other means and media, as we determine. 5.6. Expenses. We will provide instructors, facilities, and materials for the initial training program at no charge, provided that all of your personnel are trained during the same training session. We reserve the right to charge a reasonable fee for training additional personnel (in excess of two), re-training persons who are repeating the course or replacing a person who did not pass. For all training, including initial training, you are responsible for any travel expenses, living expenses, wages, and other expenses incurred by your trainees. 6. OPERATIONS 6.1. Compliance with Standards. You agree to comply with all mandatory specifications and procedures set forth from time to time in our confidential operating manual (the Manual). You acknowledge that the accounting practices, record keeping, software, services, and operation of your Franchised Business are important to us and our other franchisees. However, you acknowledge that we have the right to vary our standards and specifications, in our reasonable judgment, to accommodate circumstances of individual franchisees. 6.2. Products and Services You May Offer. You may offer customers only the products and services that we have expressly authorized Franchised Businesses to offer, as we have the right to specify in the Manual from time to time. We have the right to change the authorized products and services, and we may designate specific products or services as optional or mandatory (including alcoholic beverages). You acknowledge that we may approve some services, products, and other items for certain franchisees and not others based on legitimate business reasons. You must use menus that meet our then-current specifications as to content, materials, finish, style, pattern, and design. Page 11 of 39

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6.3. Secret Recipe Products. We have developed and may continue to develop additional Secret Recipe Products. The Secret Recipe Products are our proprietary products. In order to maintain the high standards of quality, taste, and uniformity of these products and protect the proprietary nature of these products, you agree to purchase the Secret Recipe Products only from us, our affiliates or from sources that we designate or approve and license 6.4 Sourcing of Other Products, Equipment and Supplies. 6.4.1. Without limiting Section 6.3 [Secret Recipe Products] above, we have the right to require that all of the food items, equipment (including but not limited to vehicles used in connection with the Franchised Business), supplies, materials, and other products and services used or offered for sale at your Franchised Business: (a) meet specifications that we establish from time to time; and/or (b) be purchased only from suppliers that we have expressly approved; and/or (c) be purchased only from a single source (which may include us or our affiliates or a buying cooperative that we organize). To the extent that we establish specifications, require approval of suppliers, or designate specific suppliers for particular items, we will publish our requirements in the Manual. 6.4.2. If you would like to use or offer food items (other than the Secret Recipe Products), equipment, supplies, materials, and other products and services that we have not approved, or purchase from a vendor, supplier, distributor, or other source (together, supplier(s)) that we have not approved, then you must submit to us a written request for approval. We have the ongoing right to inspect any proposed supplier's facilities and to test samples of the proposed products or services. You agree to pay us an amount not to exceed the reasonable cost of the inspection and our actual cost of testing the proposed product or service, including personnel and travel costs, whether or not we ultimately approve the supplier. We have the right to grant, deny, or revoke approval of products, services, and suppliers. We will notify you in writing of our decision as soon as practicable following our evaluation. We reserve the right to reinspect the facilities and products of any approved supplier and to revoke approval if we find that the supplier fails to meet any of our then-current criteria. If you receive a notice of revocation of approval, you agree to immediately stop buying products or services from the disapproved supplier and, in the case of revocation based on failure of products to meet our standards, you agree to dispose of your remaining inventory of the disapproved supplier's products as we direct. 6.4.3. If you wish to test market an item that we have not approved, then, so long as we have given you our prior written approval, you may do so for so long, and on such terms, that we mutually agree upon (a Test), and the item so tested, and all associated formulae, plans, and materials, will become our property. If, following the Test, we determine that we will approve the tested item, then for so long as we deem that item to be an approved item under this Agreement, you will have the right to use that item under the terms of this Agreement; and we will have the right to use and market that item as we see fit, including but not limited to use in our own Restaurants as well as that of other licensees and franchisees, without compensation to you. You agree to sign such documents (and require your employees and any independent contractors that you have engaged to sign such documents) as we may require in order to implement the provisions of this Section 6.4.3 [Sourcing of Other Products, Equipment and Supplies]. 6.4.4. We and our affiliates may receive payments or other compensation from suppliers on account of such suppliers' dealings with you and other franchisees; and, we may use all amounts so received for any purpose we and our affiliates deem appropriate. 6.5. Delivery Vehicles. If you wish to use a vehicle to provide delivery services (a Delivery Vehicle) as part of your Franchised Business, you must comply with the specifications and standards that we may periodically prescribe in the Manuals for Delivery Vehicles. Our specifications and standards may include, among other things: designating Delivery Vehicles specific make and model; limitations on the Useful Life for a Delivery Vehicle and standards for maintenance or repair services. Page 12 of 39

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6.5.1. The term Useful Life means the period of time after which you must stop using the Delivery Vehicle for the Franchised Business. We have the right to determine the Useful Life of any Delivery Vehicle, which may include reasonable standards as to how many model years old the vehicle may be, the appearance of the vehicle, and the performance of the vehicle. After the Useful Life, you must remove all Proprietary Marks and any other indicia associating the Delivery Vehicle with the System, and immediately purchase or lease a new Delivery Vehicle. 6.5.2. We have the right to specify the makes and models of Delivery Vehicles approved for use by our franchisees, and anticipate that we will make changes over time to reflect and take advantage of advances in technology and/or alternative energy powered vehicles. 6.6. Alcohol Permits. Before you begin operating the Franchised Business you must obtain, and at all times thereafter you must maintain, all licenses and permits required to sell, dispense, and store beer and wine beverages and be prepared to offer and sell such beer and wine products to customers at the Premises as we designate as mandatory product offerings, unless you obtain from us a written waiver of this requirement. You must comply with all laws and regulations relating to the selling, dispensing, and storing of alcoholic beverages. You must also comply with the standards, specifications, and terms that we may establish regarding the offer, sale, and presentation of alcoholic beverages, as require or approved products. You must obtain and maintain appropriate insurance coverage for you and for our benefit, including any minimum coverages that we may establish. 6.7. Image Standards. You must keep the Premises, vehicles, equipment, and uniforms used in the Franchised Business and/or by your employees in the highest degree of cleanliness, orderliness, appearance, sanitation, and repair in accordance with our standards and specifications, including but not limited to those set out in our Manuals. 6.8. Employees. Your employees must wear uniforms, or comply with such other dress code as we may require, and otherwise identify themselves with the Proprietary Marks at all times in the manner we specify while on a job for the Franchised Business. 6.9. Employment Responsibilities. You have sole responsibility for all employment decisions and functions related to your Franchised Business, including hiring, firing, compensation, benefits, work hours, work rules, record-keeping, supervision, and discipline of employees. You must take such steps as are necessary to ensure that your employees preserve good customer relations; render competent, prompt, courteous, and knowledgeable service; and meet any minimum standards that we may establish from time to time in the Manual, which may include standards as to the minimum number of employees, which we may determine, necessary to meet the anticipated volume of business and to achieve the goals of the System. 6.10. Customer Service Program. You acknowledge that providing superior customer service is a vital component of the System. You must participate in customer service programs, which we have the right to specify from time to time in the Manual. Such programs may include the use of independent evaluation service to conduct mystery customer quality control, customer satisfaction surveys, or any other quality control or evaluation programs. If you receive an unsatisfactory or failing report in connection with any such program, you must immediately implement any remedial actions we require and pay us all expenses we incurred to have the evaluation service evaluate the Franchised Business, and all expenses we may have incurred to inspect the Franchised Business thereafter. 6.11. Customer List. You must create and maintain, in such manner as we may from time to time require, a current customer list (the Customer List) containing as to each of your customers, such customer's name, e-mail address, location address, telephone number and zip code (9 digits). You must provide a copy of such list to us on a quarterly basis (or at such other intervals as we may prescribe). The Customer List is, and remains, our exclusive property, you hereby assign to us all rights you now have or hereafter may acquire in the Customer List. After the expiration or termination of this Agreement, you may not retain, use or disclose the Customer List, or any of the information contained therein, without our written authorization. Page 13 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

6.12. Major Accounts 6.12.1. You acknowledge that our negotiation of Major Accounts, including rates and services to be performed, enhances the potential value of the System and inures to your benefit as well as to our benefit and that of other Restaurant franchisees. As noted in Section 1.3 [Our Limitations and Our Reserved Rights] above, we reserve the right to provide products and services to all Major Accounts. We may offer you the right to provide products and services to a Major Account within your Delivery/Catering and Advertising Area. If you accept the obligation to provide products and services to a Major Account, you must service such Major Account on our behalf, in accordance with the pricing and other terms that we negotiate with the Major Account customer. You may not enter into any relationship with a Major Account customer that we deem to conflict with the customer's Major Account arrangement with us. We will have the right to handle all billing and collection for services performed under a Major Account arrangement. Certain Major Account customers may require that we provide additional volume rebates, which we will negotiate with the customer on a case-by-case basis. You will have the option not to provide products or services to any Major Account customer that is offered to you. 6.12.2. We may terminate your right to provide products and services to a Major Account customer at any time by giving you at least 30 days' prior written notice, and you may terminate your right to provide products and services to a Major Account at any time by giving us at least 30 days' prior written notice. If we elect not to offer you the opportunity to provide products or services to a Major Account, if you decline the option to accept a Major Account, if your right to provide products or services to a Major Account terminates, or if you fail to satisfy the conditions and obligations of any Major Account agreement, we have the right to service and/or authorize others to service Major Account customers within your Delivery/Catering and Advertising Area without any compensation to you. We have no obligation to permit you to provide products or services to a Major Account or to transfer any Major Account customer to you if you are subsequently willing and able to provide service. 6.13. Inspections. We have the right, at any time during normal business hours: (i) to conduct inspections of the Franchised Business; (ii) to interview your employees, work crews, and customers; and (iii) to review your business records, including those maintained electronically or off premises. We can initiate these actions with or without prior notice to you. You must cooperate with such inspections by giving our representatives unrestricted access and rendering such assistance as our representatives may reasonably request. If we notify you of any deficiencies after the inspection, you must promptly take steps to correct them. If you fail to correct any deficiencies within a reasonable time, we have the right to correct such deficiencies and to invoice you for our expenses. 6.14. Compliance with Laws. You agree to operate the Franchised Business in full compliance with all applicable municipal, county, state, and federal laws, rules, regulations, and ordinances. You have sole responsibility for such compliance despite any information or advice that we may provide. (To the extent that the requirements of those laws are in conflict with the terms of this Agreement, the Manuals, or our other instructions, you must: (a) comply with those laws; and (b) immediately give us written notice of the conflict.) 6.15. Operating Principal and Management Supervision 6.15.1. If you are a corporation, partnership or LLC, you must have an individual owner serve as your Operating Principal. The Operating Principal must own a majority of the voting and ownership interests in the franchisee entity, unless you obtain our prior written approval for the Operating Principal to hold a smaller interest. The Operating Principal must complete our training program, must have authority over all business decisions related to the Franchised Business, and must have the power to bind you in all dealings with us. You may not change the Operating Principal without our prior approval. Page 14 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

6.15.2. At all times that the Franchised Business is operating, it must be under the personal, on-premises supervision of the Operating Principal who is a Certified Manager, or another individual who is a Certified Manager. You may not permit the Franchised Business to be operated, managed, directed, or controlled by any other person without our prior written consent. At least one Certified Manager must devote, on a full-time basis, his or her best efforts to managing and operating the Franchised Business. Unless we agree otherwise in writing, before the Operating Principal or any other manager may manage the Franchised Business, he or she must become a Certified Manager (as provided in Section 5.1.2 [Initial Training Program]) and acquire any food-safety-program certification that the local, state or municipality may require, as well as any other licenses, permits, and certifications that we may require from time to time. 6.15.3 If the Certified Manager is an individual other than Operating Principal, and such Certified Manager ceases to satisfy his or her obligations under this Agreement due to death, disability, termination of employment, or for any other reason, the Operating Principal must satisfy such obligations until you designate a new Certified Manager of the Franchised Business, who is acceptable to us and has successfully completed the initial training program we require. 6.15.4. All persons with a 5% or greater ownership interest in the franchise must sign a personal guaranty on the form attached to this Agreement as Appendix B. 6.16 Maintenance of Premises. You must at all times maintain the Franchised Business in a high degree of sanitation, repair, and condition, and must make such additions, alterations, repairs, and replacements (but no others without our prior written consent) as may be required for that purpose, including, without limitation, such periodic repainting or replacement of obsolete signs, furnishings, equipment, and decor as we may reasonably direct. 6.17 Ongoing Upgrades and Refurbishments. Throughout the term of this Agreement, you must maintain all of the fixtures, furnishings, equipment, decor, and signs that we prescribe from time to time in the Manuals or otherwise in writing. If we determine that additional or replacement equipment is needed because of a change in menu items or method of preparation and service, a change in technology, customer concerns, health or safety considerations, or because of any other reason, you agree that you will install the additional equipment or replacement equipment within the reasonable time we specify. 6.18 Five-Year Refurbishment and Renovations. At our request, but not more often than once every five (5) years (and not before the fifth year after you begin operating), unless sooner required by your lease, you must refurbish the Premises, at your expense, to conform to the restaurant design, facade, signage, trade dress, color schemes, and presentation of the Proprietary Marks in a manner consistent with the then- current image for new Pizza Fusion restaurants. Such refurbishment may include structural changes, installation of new equipment and signs, remodeling, redecoration, and modifications to existing improvements, and, shall be completed pursuant to such standards, specifications, and deadlines as we may reasonably specify. 6.19. Insurance. 6.19.1. Types and Amounts of Coverage. Throughout the entire Term, you must maintain such types of insurance, in such amounts, as we may require. Such insurance is in addition to any other insurance that may be required by applicable law, your landlord, or otherwise. Policies that we require must be written by an insurance company reasonably satisfactory to us with an A.M. Best rating of A or better, and, must name us as an additional insured party. At a minimum, such policies must include the following: (a) commercial general liability insurance, completed-operations and independent-contractors coverage in the amount of $1,000,000, per person/per occurrence for bodily injury and property damage combined with a general aggregate of $3,000,000. Page 15 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

(b) workers'-compensation coverage in the amount of at least $100,000/$500,000/$100,000, unemployment insurance and employer's liability insurance, as well as such other insurance as may be required by statute or rule of the state in which the Franchised Business is located; (c) fire, lightning, vandalism, theft, malicious mischief, flood (if in a special flood-hazard area), sprinkler damage, and the perils described in ex-tended-coverage insurance with primary and excess limits of not less than the full-replacement value of the supplies, furniture, fixtures, equipment, machinery, inventory, and plate glass having a deductible of not more than $1,000 and naming us as a loss payee; (d) automobile liability insurance-including coverage of vehicles not owned by you, but used by employees in connection with the Franchised Business, with a combination of primary and excess limits of not less than $1,000,000; (e) commercial blanket bond in the amount of $100,000; and (f) such other insurance, in such amounts, as we reasonably require for our and your protection. At any time, we may adjust the amounts of coverage required under such insurance policies and require different or additional kinds of insurance, including excess liability insurance. 6.19.2. Evidence of Insurance. By the dates specified below, an approved insurance company must issue a certificate of insurance showing compliance with the insurance requirements in this Section 6.19 [Insurance] and you must furnish us with a paid receipt showing the certificate number: (a) 30 days before beginning construction of the Premises; (b) if the Premises are constructed and presently owned or leased by you, 10 days from the Agreement Date; or (c) if the Premises are not presently owned or leased, 10 days after ownership of the Premises is conveyed to you or you sign a lease for the Premises. The certificate of insurance must include a statement by the insurer that the policy or policies may not be canceled, subject to nonrenewal, or materially altered without at least 30 days' prior written notice to us. Upon our request, you must supply us with copies of all insurance policies and proof of payment. Every year, you must send us current certificates of insurance and copies of all insurance policies. 6.19.3. Requirements for Construction and Renovation. In connection with any construction, renovation, refurbishment, or remodeling of the Premises, you must cause the general contractor to maintain commercial general liability insurance (with comprehensive automobile liability coverage for both owned and non-owned vehicles, builder's risk, product liability, and independent contractors coverage) with a reputable insurer. Such insurance must be in the amount of at least $1,000,000 and must name us and you as an additional named insured party, as our respective interests may appear. You must also cause the general contractor to maintain workers' compensation and employer's liability insurance as may be required by law. 6.19.4. Our Right to Participate in Claims Procedure. We, or our insurer, may participate in discussions with your insurance company or any claimant (in conjunction with your insurance company) regarding any claim. 6.19.5. Waiver of Subrogation. To the extent this Section may be effective without invalidating, or making it impossible to secure, insurance coverage from responsible insurance companies that are doing business in your state (even though an extra premium may result), with respect to any loss covered by insurance we and you then carry, neither party's insurance companies have any right of subrogation against those of the other. Page 16 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

6.19.6. Effect of Our Insurance. Any insurance that we maintain does not in any way limit or affect your obligation to obtain and maintain the foregoing policy or policies in the amounts specified in this Section. Our performance of your obligations will relieve you of liability under the indemnity provisions set forth in this Agreement. 6.19.7. Your Failure to Maintain Insurance. If, for any reason, you fail to procure or maintain the insurance required by this Agreement (as we may revise from time to time), we have the right (but not the duty) to procure such insurance. If we do so, we may charge the cost of such insurance, plus interest at the contract interest rate, to you. Upon demand, you must immediately pay us such charges, together with a reasonable fee for our expenses in so acting. 6.19.8. Group Insurance. We may make available to you insurance coverage through group or master policies we arrange (such as relating to property and casualty, workers' compensation, liability and health, life and disability insurance). 6.20. Vendors. You agree to promptly pay, when due, all trade creditors and vendors (including but not limited to any that are affiliated with us) that supply goods and/or services to you in connection with operating your Franchised Business. 6.21. General Advice. We will make available to you information about new developments, techniques, and improvements in the areas of operations, management, and marketing, to the same extent as we make the information available to other Restaurant franchisees in good standing. We may fulfill our obligation in this section through the distribution of printed or filmed material, an Extranet or other electronic forum, meetings or seminars, individual or group counseling, training programs, telephone communications, or other forms of communications. 6.22 Special Assistance. If you request, and we can reasonably accommodate such request, we will furnish non-routine guidance and assistance to deal with your unusual or unique operating problems at reasonable per diem fees and charges that we periodically establish, as well as our out-of-pocket expenses. 6.23 Credit Cards and Other Methods of Payment. At all times, you must maintain credit-card relationships with the credit- and debit-card issuers or sponsors, check or credit verification services, financial-center services, and electronic-fund-transfer systems that we designate as mandatory, and you must not use any such services or providers that we have not approved in writing or for which we have revoked our approval. We have the right to modify our requirements and designate additional approved or required methods of payment and vendors for processing such payments, and to revoke our approval of any service provider. You must comply with all our credit-card policies, including minimum purchase requirements for a customer's use of a credit card as prescribed in the Manual. 6.24 Conferences. We may conduct annual conferences or conventions, which may include training sessions. We may require your Operating Principal, Certified Managers, and other designated employees to attend the conferences. You will be solely responsible for all costs incurred by you and your employees in attending any conferences or conventions. 6.25 Pricing. We may, from time to time, but only to the extent permitted by law, establish and impose maximum and minimum prices for the goods and services that you are permitted to sell or offer to sell. If we do so, you must not set your prices below the minimum level that we have established, and not above the maximum level that we have established. 6.26 Certification of Performance. After we perform our preopening obligations under this Agreement, we may request that you execute a certification (the Certification of Performance), in a form we reasonably request, confirming such performance. If we make this request, you must execute and deliver the Certification of Performance to us within three-business days of our request. If, however, you do not reasonably believe that we have performed all our preopening obligations under this Agreement, you must, within said three-day period, provide us with written notice specifically describing the obligations that we have not performed. Not later than three-business days after we complete all the obligations specifically described in your notice, you must execute and deliver the Certification of Performance to us. You must do so even if we performed such obligations after the time performance was due under this Agreement. The term preopening obligations means such of our obligations to you under this Agreement that must be performed before the Opening Date for the Franchised Business. Page 17 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

7. PROPRIETARY MARKS 7.1. Your Right to Use the Proprietary Marks. Your right to use the Proprietary Marks applies only to the Franchised Business operated from the Premises as expressly provided in this Agreement. During the Term of this Agreement and after its expiration or termination, you agree not to directly or indirectly contest, or aid in contesting, the validity or ownership of the Proprietary Marks or take any action detrimental to our rights in the Proprietary Marks. 7.2. Your Acknowledgments. You acknowledge that: (a) the Proprietary Marks serve to identify our services and the businesses operating under the System; (b) your use of the Proprietary Marks under this Agreement does not give you any ownership interest in them; and (c) all goodwill associated with and identified by the Proprietary Marks inures exclusively to our benefit and is our property. Upon the expiration or termination of this Agreement, no monetary amount will be attributable to goodwill associated with your activities as a franchisee under this Agreement. 7.3. Limitations on Use of the Proprietary Marks. You agree: 7.3.1. To use only the Proprietary Marks we designate, and only in the manner we authorize; 7.3.2. To use the Proprietary Marks only for the operation of the Franchised Business and only at the Premises, or in advertising we have approved for the business conducted at the Premises; 7.3.3. To operate and advertise the Franchised Business only under the name Pizza Fusion without prefix or suffix; 7.3.4. To ensure that the Proprietary Marks are used together with the symbol (such as ®️, ™️, or SM) that we require from time to time. 7.3.5. To permit us or our representatives to inspect your operations to assure that you are properly using the Proprietary Marks; 7.3.6. To use the Proprietary Marks to promote and to offer for sale only the products and services that we have approved, and not use any Proprietary Marks in association with the products, materials or services of others; 7.3.7. You agree not to use or permit the use or display of the Proprietary Marks as part of any Internet domain name or website, or any other electronic identifier (including but not limited to e-mail addresses, account names in a social media site, and the like) of you or the Franchised Business in any forum or medium; 7.3.8. Not to use the Proprietary Marks to incur any obligation or indebtedness on our behalf; 7.3.9. Not to use any of the Proprietary Marks as part of your corporate or legal name; Page 18 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

7.3.10 That your use of the Proprietary Marks does not give you any ownership or other interest in or to the Proprietary Marks (except the license granted by this Agreement); 7.3.11 To accept the validity of the Proprietary Marks as they exist now and in the future and agree that you will not contest the validity of any of the Proprietary Marks at any time; and 7.3.12 To comply with our instructions in filing and maintaining trade name or fictitious name registrations, and sign any documents we deem necessary to obtain protection of the Proprietary Marks or to maintain their continued validity and enforceability. 7.4. Changes to the Proprietary Marks. We have the right, upon reasonable notice, to change, discontinue, or substitute for any of the Proprietary Marks and to adopt new Proprietary Marks for use with the System without any liability for any diminishment of the brand. You agree to implement any such change at your own expense within the time we reasonably specify. 7.5. Third-Party Challenges. The parties agree as follows: 7.5.1 You agree to promptly notify us if you learn of any suspected infringement of the Proprietary Marks, any challenge to the validity of the Proprietary Marks, or any known challenge to our ownership of, or your right to use, the Proprietary Marks. 7.5.2 You understand and agree that we will have the sole right to direct and control any administrative proceeding or litigation involving the Proprietary Marks, including any settlement of such a matter. You also understand and agree that we have the sole right, but not the obligation, to take action against uses by others that may constitute infringement of the Proprietary Marks. 7.5.3 If you have used the Proprietary Marks in accordance with this Agreement and our other written instructions, then we will defend you, at our expense, against any third party claim, suit, or demand involving the Proprietary Marks arising out of your use of those marks. If you have used the Proprietary Marks but not in accordance with this Agreement and our other written instructions, then we will still defend you, but at your expense, against such third party claims, suits, or demands; and you agree to pay all of our expenses (including but not limited to attorney's fees and any settlements or judgments) when we ask that you do so. In any case, though, you will be responsible for your staff's payroll and related costs. 7.5.4 If we undertake the defense or prosecution of any litigation relating to the Proprietary Marks, you agree to execute any and all documents and do the things that our counsel deems necessary to carry out such defense or prosecution (including, but not limited to, becoming a nominal party to any legal action). 8. BUSINESS RECORDS AND REPORTING 8.1. Business Records. You agree to keep complete and accurate books, records, and accounts of all business conducted under this Agreement, in the form and manner prescribed in the Manual or other written instructions. You must preserve all of your books and records in at least electronic form for seven (7) years from the date of preparation. 8.2. Reports and Financial Statements. 8.2.1 You agree to submit financial and operational reports and records and documents to us at the times and in the manner specified in the Manual or other written instructions. You agree to submit, (a) within twenty (20) days after the end of each calendar month, a balance sheet and income statement, and (b) within ninety (90) days of the end of each fiscal year, an annual balance sheet and income statement. Upon our request, each such financial statement must accompanied by an unqualified review opinion from an independent certified public accountant acceptable to us. You or the Operating Principal must certify that the income statement and balance sheet are correct and complete and that they have been prepared in accordance with generally accepted accounting principles in the US (or, if we request, international financial reporting standards if, by then, IFRS have been adopted in the US). You must also submit to us a complete photocopy of the Franchised Business' annual federal and state income tax returns when you file such reports with the appropriate tax authorities. Page 19 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

8.2.2 If we request in writing, you agree that your financial institution is authorized to send us a monthly statement of all activity in the designated account (and such other reports of the activity in the operating account as we reasonably request) at the same time as it sends such statements to you. You also agree to sign such documents as your financial institution may require in order to implement this provision. 8.2.3 If you maintain other accounts of any type for the Franchised Business, you agree to provide us with a written description of those accounts and to provide to us copies of the monthly statements for all such accounts and the details of all deposits to, and withdrawals from, those accounts. 8.3. Examination and Audit Rights. We have the right, both during and after the Term of this Agreement, to inspect, copy and audit your books and records, your federal, state and local tax returns, and any other forms, reports, information or data that we may reasonably designate. We will provide you 10 days written notice before conducting an in-person financial examination or audit. We may conduct the examination or audit at our offices or those of a third-party, in which case we may require you to send us your records. If the examination or audit reveals an understatement of Gross Revenues, you must immediately pay us any Royalty fees, Advertising Contributions, or other amounts owing, plus interest as provided in Section 3.8 [Dishonored Payments]. If Gross Revenues have been understated by more than 2% for the period covered by the examination or audit, you must also: (1) reimburse us for the full reasonable cost of the examination or audit, including, travel, lodging, meals, and wages of our representatives and the legal and accounting fees of any attorneys or independent accountants we use for the examination or audit; and (2) at our request, thereafter provide us with periodic audited financial statements. If you have understated Gross Revenues by 2% or more on three or more occasions in any twelve-month period, or by 5% or more for any period of four (or more) consecutive weeks, we have the right to terminate this Agreement with no opportunity for cure. The foregoing remedies are in addition any other remedies and rights available to us under this Agreement or applicable law. 8.4. Governing Documents. If you are a corporation, partnership, LLC, or LLP, or transfer this Agreement to a corporation, partnership, LLC, or LLP, then, upon our request, you must provide to us a list of holders of direct or indirect equity interests and their percentage interests, as well as copies of your governing documents and any other corporate documents, books, or records. The Owners may not enter into any shareholders' agreement, management agreement, voting trust or other arrangement that gives a third party the power to direct and control your affairs without our prior written consent. Throughout the Term of this Agreement, your governing documents must provide that no transfer of any ownership interest may be made except in accordance with Section 14 of this Agreement. Any securities that you issue must bear a conspicuous printed legend to that effect. 8.5. Back-office. We have the right to require that you use an independent bookkeeper and/or independent accounting firm that we designate, in writing, for all such requirements of your Franchised Business. If we make such a designation, you agree to promptly work and cooperate with the designated bookkeeper and/or accountant. Page 20 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

9. MARKETING FUND AND ADVERTISING 9.1 Pizza Fusion Marketing Fund 9.1.1. We have the right, but not the obligation, to establish, maintain, and administer a fund for the marketing of the Pizza Fusion brand and Restaurants (the Marketing Fund). You must contribute each Period (commencing from the time we establish the Marketing Fund) to the Marketing Fund as provided in Section 3.3 [Advertising Contributions]. 9.1.2. We have the right to determine the proper operation and other decisions of the Marketing Fund. We may use your contributions and any earnings on the Marketing Fund for any costs associated with advertising, marketing, public relations, and/or promotional programs and materials, and any other activities we believe would benefit Franchised Businesses generally, including advertising campaigns in various media; creation and maintenance of one or more Websites; direct mail advertising; market research, including secret shoppers and customer satisfaction surveys; employing advertising and/or public relations agencies; purchasing promotional items; conducting and administering promotions, contests, giveaways, public relations events, community involvement activities, etc.; and providing promotional and other marketing materials and services to our franchisees. We have the right to direct all marketing programs, with the final decision over creative concepts, materials, and media used in the programs and their placement. We do not guarantee that you will benefit from the Marketing Fund in proportion to your contributions to the Marketing Fund. 9.1.2. We will deposit all contributions to the Marketing Fund in an account separate from our other funds and will not use them to defray any of our general operating expenses, except for reasonable administrative costs and overhead we incur in activities reasonably related to the administration of the Marketing Fund or the management of Marketing Fund-supported programs (including full or partial salaries of our personnel who devote full- or part-time services to Marketing Fund activities). 9.1.3. We will make available to you, at a reasonable cost, any promotional materials produced with Marketing Fund monies, and we will deposit the proceeds of those sales into the Marketing Fund account. We are not required to have an independent audit of the Marketing Fund completed. We will make available an unaudited statement of contributions and expenditures for the Marketing Fund 60 days after the close of our fiscal year to franchisees that make a written request for a copy. 9.2. Local Marketing. Beginning on the Opening Date, during each consecutive three-calendar-month period during the Term, you must spend three percent (3%) or more of your Gross Sales on local marketing of the Franchised Business. You must make these local marketing expenditures on a quarterly basis, based upon your Gross Sales calculated for the current year on an annualized basis. Your local spending obligation is in addition to your Marketing Fund contributions. Upon our request, you agree to submit to us, for our approval, an annual proposal and quarterly proposals detailing your plan for implementing your local marketing budget. At our request, you must submit appropriate documentation to verify compliance with the minimum spending obligation. All local advertising, marketing, and promotions by you must be in such media, and such types and format as we may approve; must be conducted in a dignified manner; and, must conform to such standards and requirements as we may specify. You must not use any advertising, marketing materials, or promotional plans unless and until you have received written approve from us, pursuant to the procedures and terms set forth in Section 9.5 [Advertising Approval] below. We have the right to periodically designate in the Manual the types of expenditures that will or will not count toward the minimum annual spending requirement. You must advertise the Franchised Business in all major directories in your Delivery/Catering and Advertising Area, including local online directories, as specified in the Manual. If you advertise jointly with other franchisees, your share of the cost will count toward your local spending requirement under this Section 9.2 [Local Marketing]. Page 21 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

9.3. Regional Fund. We have the right to designate any geographical area for purposes of establishing a regional marketing fund (Regional Fund). If we have established a Regional Fund for the geographic area in which your Franchised Business is located by the time you commence operations hereunder, you must immediately become a member of such Regional Fund. If we establish a Regional Fund for the geographic area in which your Franchised Business is located the Term of this Agreement, you must become a member of such Regional Fund within thirty (30) days after the date on which the Regional Fund commences operation. In no event will you be required to be a member of more than one Regional Fund. The following provisions shall apply to each such Regional Fund: 9.3.1 Each Regional Fund will be organized and governed in a form and manner, and will commence operations on a date, that we have approved in advance in writing. 9.3.2 Each Regional Fund will be organized for the exclusive purpose of administering regional marketing programs and developing, subject to our approval, standardized promotional materials for use by the members in local marketing and promotion. 9.3.3 No advertising, marketing, or promotional plans or materials may be used by a Regional Fund or furnished to its members without our prior approval pursuant to the procedures and terms as set forth in Section 9.5 [Advertising Approval] below. 9.3.4 You must contribute each Period (commencing from the time we establish the Marketing Fund) to the Marketing Fund as provided in Section 3.3 [Advertising Contributions], together with such statements or reports as we, or the Regional Fund with our prior written approval, may require. If we request, you must submit your Regional Fund contribution and reports to the Regional Fund directly to us for distribution to the Regional Fund. 9.3.5 A majority of the Restaurant owners in the Regional Fund may vote to increase the amount of each Restaurant owner's Regional Fund contribution by up to an additional two percent (2%) of each Restaurant's Gross Revenues. Voting will be on the basis of one vote per Restaurant, and any locations that we operate in the region, if any, will have the same voting rights as those owned by our franchisees. You must contribute to the Regional Fund in accordance with any such vote by the Regional Fund to increase each Restaurant's contribution by up to two percent (2%) of the Gross Revenues of your Franchised Business. 9.3.6 We will credit the contributions you make to the Regional Fund against the amounts you must spend on local advertising under Section 9.2 [Local Marketing] above. 9.3.7 Although once established, each Regional Fund is intended to be of perpetual duration, we maintain the right to terminate any Regional Fund. A Regional Fund will not be terminated, however, until all monies in that Regional Fund have been expended for marketing and/or promotional purposes. 9.4 Initial Advertising Campaign. You agree to conduct a Grand Opening Advertising Program for the Franchised Business throughout the first four weeks after the Opening Date, spending an amount not less than $12,000. You must obtain our prior written approval as provided in Section 9.5 [Advertising Approval] below before implementing any advertising plans and/or making any use or placement of advertising and promotional materials as part of the Grand Opening Advertising Program. You acknowledge that the Grand Opening Advertising Program may not be sufficient in all cases to develop adequate exposure to the services offered by your Franchised Business, and that it may be necessary for you to supplement the Grand Opening Advertising Program with additional advertising and promotional expenditures and efforts. Page 22 of 39

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9.5. Advertising Approval. You agree to conduct all advertising in a dignified manner and to conform to the standards and requirements we specify from time to time in the Manual or other written materials. We will make available to you approved advertising and promotional materials, including signs, posters, collaterals, etc. that we have prepared. We will have the final decision on all creative development of advertising and promotional messages. You must submit to us in writing, for our approval before your use, all proposed plans, promotion materials, and advertising that we did not prepare or approve in the previous year. If you do not receive our written approval within 10 business days from the date we received the material, the material is deemed disapproved. We reserve the right to require you to discontinue the use of any advertising or marketing materials. 9.6. Special Promotions. You agree to participate in and comply with special promotional activities that we may prescribe from time to time for Franchised Businesses generally or in specific geographic areas or for specific types of venues. You agree to bear your own costs of participating locally in such promotions. 10. TECHNOLOGY 10.1. Computer System. We have the right to specify or require that certain brands, types, makes, and/or models of communications, computer systems, and hardware to be used by, between, or among Franchised Businesses, including without limitation: (a) back office and point of sale systems, data, audio, video, and voice storage, retrieval, and transmission systems for use at Franchised Businesses, between or among Franchised Businesses, and between and among your Franchised Business and us, our designee and/or you; (b) Cash Register Systems (defined below); (c) physical, electronic, and other security systems; (d) printers and other peripheral devices; (e) archival back-up systems; and (f) internet access mode (e.g., form of telecommunications connection) and speed (collectively, the Computer System). You agree to abide by our requirements with respect to the Computer System. 10.1.1 We have the right, but not the obligation, to develop or have developed for us, or to designate: (a) computer software programs and accounting system software that you must use in connection with the Computer System (Required Software), which you must install; (b) updates, supplements, modifications, or enhancements to the Required Software, which you must install; (c) the tangible media upon which such you must record or receive data; (d) the database file structure of your Computer System; and (e) an Extranet for informational assistance, which may include, without limitation, the Manuals, training other assistance materials, and management reporting solutions; and (f) answering service requirements and/or system-wide phone order processing of all delivery orders, and/or to designate vendors that will provide such order processing. 10.1.2 You agree to install and use the Computer System and Required Software in the manner that we require. 10.1.3 You agree to implement and periodically upgrade and make other changes to the Computer System and Required Software as we may reasonably request in writing (collectively, Computer Upgrades). Page 23 of 39

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10.1.4 You agree to comply with the specifications that we issue with respect to the Computer System and the Required Software, and with respect to Computer Upgrades, at your expense. You also agree to afford us unimpeded access to your Computer System and Required Software in the manner, form, and at the times that we request. 10.2 Data. You agree that all data that you collect from customers and potential customers in connection with the Franchised Business (Customer Data) is deemed to be owned exclusively by us, and you also agree to provide the Customer Data to us at any time that we request as you to do so. You have the right to use Customer Data while this Agreement or a Successor Franchise Agreement is in effect, but only in connection with operating the Franchised Business and only in accordance with the policies that we establish from time to time. You may not sell, transfer, or use Customer Data for any purpose other than operating the Franchised Business and marketing Pizza Fusion products and services. However, if you Transfer the Franchised Business (as provided in Section 14.2 [No Transfer without Our Prior Written Consent] below), as part of the Transfer, you may Transfer use of the Customer Data to the buyer for value. 10.3 Ownership of Data. We have the right to specify, from time to time, in the Manual or otherwise in writing, the information that you must collect and maintain on the Computer System, and you agree to provide us with the reports that we may reasonably request from the data so collected and maintained. You agree to download to us daily, or in such other intervals that we may require, all information and materials that we may require in connection with your operation of the Franchised Business, and shall display such information and materials in the manner we may prescribe, including, without limitation, to employees of the Franchised Business. All data pertaining to, derived from, or displayed at the Franchised Business (including without limitation data pertaining to or otherwise about Franchised Business customers) is and shall be our exclusive property, and we hereby grant you a royalty-free non-exclusive license to use that data during the Term of this Agreement. 10.4 Privacy Laws. You agree to abide by all applicable laws pertaining to the privacy of consumer, employee, and transactional information (Privacy Laws). 10.4.1 You agree to comply with our standards and policies pertaining to Privacy Laws. If there is a conflict between our standards and policies pertaining to Privacy Laws and actual applicable law, you shall: (i) comply with the requirements of applicable law; (ii) immediately give us written notice of said conflict; and (iii) promptly and fully cooperate with is and our counsel in determining the most effective way, if any, to meet our standards and policies pertaining to Privacy Laws within the bounds of applicable law. 10.4.2 You agree not to publish, disseminate, implement, revise, or rescind a data privacy policy without our prior written consent as to said policy. 10.5 Website. We will maintain a Website for benefit of ourselves and our franchisees. You agree not to establish a Website or permit any other party to establish a Website that relates in any manner to your Franchised Business or referring to the Proprietary Marks. We have the right, but not the obligation, to provide one or more references or webpage(s) to your Franchised Business, as we may periodically designate, within our Website. (The term Website means one or more related documents, designs, pages, or other communications that can be accessed through electronic means, including but not limited to the Internet, World Wide Web, social networking sites (including but not limited to Facebook, Twitter, LinkedIn, Google Wave, etc.), blogs, vlogs, and other applications, etc.). If we ever do approve in writing a request for you to use a separate Website, then we have the right to require that you meet any or all of the following requirements: 10.5.1 You agree that any Website that you own or that is maintained for your benefit will be deemed advertising under this Agreement, and will be subject to (among other things) our prior written approval. 10.5.2 You shall not establish or use any Website without our prior written approval. Page 24 of 39

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10.5.3 Before establishing any Website, you must submit to us, for our prior written approval, a sample of the proposed Website domain name, format, visible content (including, without limitation, proposed screen shots), and non-visible content (including, without limitation, meta data and meta tags) in the form and manner we may reasonably require. 10.5.4 You agree not to use or modify any such Website without our prior written approval as to such proposed use or modification. 10.5.5 In addition to any other applicable requirements, you agree to comply with the standards and specifications for Websites that we may periodically prescribe in the Manuals or otherwise in writing. 10.5.6 If we require you to do so, you agree to establish hyperlinks to our Website and others as we may request in writing. 10.6 Cash Register Systems. You must record all sales on computer-based point of sale systems on such other types of cash registers that we have the right to designate or approve in the Manual or otherwise in writing (Cash Register Systems). The Cash Register System is deemed to be part of your Computer System. You must utilize computer-based point-of-sale cash registers which are fully compatible with any program or system which we have the right to designate and you must record all Gross Revenues and all revenue information on such equipment. 10.7 Gift Cards. If we require, you agree to participate in a gift card program that we specify. For this purpose, you must purchase the software, hardware, and other items needed to sell and process gift cards, as we may specify in writing in the Manuals or otherwise. You must also pay such monthly and per-swipe transaction fees as may be required by the vendor of the gift card system. You must sell or honor gift cards only in accordance with our written standards. You must not sell, issue, or redeem gift certificates other than gift cards we have approved in writing. 10.8 Use of the Proprietary Marks. You agree not to use or permit the use or display of the Proprietary Marks as part of any Internet domain name or website, or any other electronic identifier (including but not limited to e-mail addresses, account names in a social media site, and the like) of you or the Franchised Business in any forum or medium. 10.9 Identification of the Franchised Business. You must use, and only use, the email address and other identifiers we designate in connection with the business of the Franchised Business. You agree not to transmit or cause any other party to transmit advertisements or solicitations by e-mail or other electronic media without first obtaining our written consent as to: (a) the content of such e mail advertisements or solicitations; and (b) your plan for transmitting such advertisements. In addition to any other provision of this Agreement, you will be solely responsible for compliance with any laws pertaining to sending e-mails including but not limited to the Controlling the Assault of Non-Solicited Pornography and Proprietary Marketing Act of 2003 (known as the CAN-SPAM Act of 2003). 10.10 Changes to Technology. Because changes to technology are dynamic and not predictable within the term of this Agreement, and in order to provide for inevitable but unpredictable changes to technological needs and opportunities, you agree: (a) that we will have the right to establish, in writing, reasonable new standards to address new technologies, and to implement those changes in technology into the System; and (b) to abide by our reasonable new standards as if this Section 10 were periodically revised for that purpose. 10.11 E-Mail and Fax Communication. You agree that exchanging information with us by e-mail and fax is an important way to enable quick, effective, and efficient communication, and that we are entitled to rely upon each other's use of e-mail and faxes for communicating as part of the economic bargain underlying this Agreement. To facilitate the use of e-mail and fax to exchange information, you authorize the transmission of e-mail by us and our employees, vendors, and affiliates (on matters pertaining to the business contemplated hereunder) (together, Official Senders) to you and your employees during the term of this Agreement. Page 25 of 39

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10.11.1 In order to implement the terms of this Section 10.11 [E-Mail and Fax Communication], you agree that: (a) Official Senders are authorized to send e-mails and faxes to you and your employees; (b) you will cause your officers, directors, and employees (as a condition of their employment or position with you) to give their consent (in an e-mail, electronically, or in a pen-and-paper writing, as we may reasonably require) to Official Senders' transmission of e-mails and faxes to those persons, and that such persons shall not opt-out, or otherwise ask to no longer receive e-mails, from Official Senders during the time that such person works for or is affiliated with you; and (c) you will not opt- out, or otherwise ask to no longer receive e-mails and/or faxes, from Official Senders during the term of this Agreement. 10.11.2 The consent given in this Section 10.11 [E-Mail and Fax Communication] will not apply to the provision of notices under this Agreement by either party using e-mail (unless the parties otherwise agree in a pen-and-paper writing signed by both parties). 11. OPERATING MANUAL We will furnish you with one copy of, or electronic access to, the Manual, on loan, for as long as this Agreement or a Successor Franchise Agreement remains in effect. We reserve the right to furnish all or part of the Manual to you in electronic form or online and to establish terms of use for access to any restricted portion of our website. You acknowledge that we own the copyright in the Manual and that your copy of the Manual remains our property. You agree to treat the Manual, training materials, and any other manuals or materials created or approved by us for use with the System as secret and confidential. You agree not to copy, duplicate, record or otherwise reproduce the Manual or other materials provided by us, in whole or in part. In addition, you agree not to make any confidential information or materials supplied by us available to any unauthorized person. We have the right to amend and supplement the Manual from time to time by letter, electronic mail, bulletin, videotape, audio tapes, software, or other forms of communication. You agree to keep your copy of the Manual up-to-date and to comply with each new or changed standard promptly upon receipt of notice from us. If a dispute develops relating to the contents of the Manual, our copy of the Manual maintained at our headquarters will control. 12. CONFIDENTIAL INFORMATION During and after the term of this Agreement, you may not communicate, divulge, or use for any purpose other than the operation of the Franchised Business any confidential information, knowledge, trade secrets or know-how that may be communicated to you or that you may learn by virtue of your relationship with us and the System. You may divulge confidential information only to your professional advisers and to your employees who must have access to the information to operate the Franchised Business. All information, knowledge and know-how relating to us, our business plans, or the System are deemed confidential for purposes of this Agreement, except information that you can demonstrate came to your attention by lawful means prior to our disclosure; or which, at the time of our disclosure to you, had become a part of the public domain. You must require your employees, and any other person or entity to which you wish to disclose any confidential information, to execute (and deliver to us upon our request) agreements, in the form provided in Appendix C to this Agreement or as we may otherwise require in writing, that they will maintain the confidentiality of the disclosed information. If you do not obtain execution of the covenants required by this Section 12 and, upon our request, deliver those signed agreements to us, that will constitute a default under Section 15.2.13 [Termination By Us Without A Cure Period] below. Page 26 of 39

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13. TRANSFERS BY US We have the unrestricted right to transfer or assign all or any part of our rights and/or our obligations under this Agreement to any person or legal entity without your consent. You agree that we will have no liability after the effective date of transfer or assignment for the performance of, or for any failure to perform, any obligations we have transferred. We also have the absolute right to delegate to others the performance of any of our duties, obligations, or benefits under this Agreement, to third parties (including, without limitation, an area developer under the terms of an area development agreement with us), which will not be parties to an agreement with you. 14. TRANSFERS BY YOU 14.1. Definition of Transfer. In this Agreement, Transfer as a verb means to sell, assign, give away, pledge, or encumber, either voluntarily or by operation of law (such as through divorce or bankruptcy proceedings), any interest in this Agreement the rights and/or obligations under this Agreement, all or substantially all of the assets of the Franchised Business, and/or any direct or indirect interest in the ownership of Franchisee (if the Franchisee is a corporation, partnership, or limited liability company). Transfer as a noun means any such sale, assignment, etc. 14.2. No Transfer without Our Prior Written Consent. Neither you nor any of the Owners may make any Transfer or permit any Transfer to occur without obtaining our prior written consent. We have the right to withhold our consent, except as otherwise provided in Sections 14.3 [Transfer of Entire Business] through 14.8 [Our Right of First Refusal]. We have the right to communicate with and counsel both you and the proposed transferee on any aspect of a proposed Transfer. If a Transfer requires our consent, then that transaction may not take place until at least sixty (60) days after we receive written notice of the proposed Transfer. You agree to provide any information and documentation relating to the proposed Transfer that we reasonably require. Unless otherwise agreed, we do not waive any claims against the transferring party if we approve the Transfer. 14.3. Transfer of Entire Business. For a proposed Transfer of the Franchised Business or this Agreement (or, if Franchisee is a corporation or other entity, a Transfer of ownership interests that would result in a change of control of Franchisee), the following conditions apply (unless waived by us): 14.3.1. You must be in compliance with all obligations to us under this Agreement and any other agreement you have with us and our affiliates as of the date of the request for our approval of the Transfer, or you must make arrangements satisfactory to us to come into compliance by the date of the Transfer. 14.3.2. The proposed transferee must complete all of the following requirements: (a) Demonstrate to our satisfaction that he or she meets all of our then-current qualifications to become a Pizza Fusion franchisee, and, at our request, the proposed transferee must travel (at his or her expense) to our principal office for an interview. (b) Sign our then-current standard form of franchise agreement (or the standard form most recently offered to new franchisees, if we are not then offering franchises to new franchisees) for the then-remaining balance of the Term of this Agreement, and such other ancillary agreements we require for new Franchised Businesses. Their new franchise agreement may materially differ from the terms of this Agreement. (c) Successfully complete our then-current training requirements and pay the then-current fee for training. (d) If the proposed transferee is one of our other franchisees, he or she must not be in default under his or her agreements with us and must have a good record of customer service and compliance with our operating standards. (e) If the transferee is a corporation or other entity, the owner or owners of a beneficial interest in the transferee must execute our then-current form of personal guarantee. Page 27 of 39

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14.3.3. You or the transferee must make arrangements to modernize, upgrade, and conform the Franchised Business, at your and/or the transferee's expense, to our then-current standards and specifications for new Franchised Businesses. 14.3.4. We must be paid, either by you or the transferee, a transfer fee (Transfer Fee) in an amount equal to $7,500 (or twenty- five percent (25%) of the then-current initial franchise fee, if greater). The payment of this transfer fee is in place of any initial franchise fee due under the Franchise Agreement the transferee will enter under Section 14.3.2 [Transfer of Entire Business] above. If the transferee is a spouse, son, or daughter of the transferor and the transfer is for estate-planning purposes, no transfer fee is charged, but the transferor must reimburse us for the out-of-pocket expenses (including attorneys' fees) we incur in connection with reviewing, approving, and properly documenting the transfer. 14.3.5. You and all Owners must execute a general release, in a form satisfactory to us, of all claims against us and our past, present and future affiliates, officers, directors, shareholders, agents and employees. You and the Owners will remain liable to us for all obligations arising before the effective date of the Transfer. 14.3.6. The price and other proposed terms of the Transfer must not, in our reasonable business judgment, have the effect of negatively impacting the future viability of the Franchised Business. 14.4. Transfer of a Partial Ownership Interest. For any proposal to admit a new Owner, to remove an existing Owner, or to change the distribution of ownership shown on the cover page, or for any other transaction that amounts to the Transfer of a partial interest in the Franchised Business, you must give us advance notice and submit a copy of all proposed contracts and other information concerning the Transfer that we may request. We will have the right to require reimbursement of any out-of-pocket expenses that we incur in reviewing the proposed Transfer. We will have a reasonable time (not less than thirty (30) days) after we have received all requested information to evaluate the proposed Transfer. You must satisfy the conditions in Sections 8.6, 14.3.2(a) [Transfer of Entire Business], 14.3.4 [Transfer of Entire Business], 14.3.5 [Transfer of Entire Business], and 14.3.6 [Transfer of Entire Business] above in connection with any such transfer. We may withhold our consent on any reasonable grounds or give our consent subject to reasonable conditions. You acknowledge that any proposed new owner must submit a personal application and execute a personal guarantee in the same form signed by the original Owners. 14.5. Transfer to a Corporation or Other Entity. We will consent to the assignment of this Agreement to a corporation, partnership or limited liability corporation that you form for the convenience of ownership, provided that: (a) the entity has and will have no other business besides operating a Franchised Business (b) you satisfy the conditions in Sections 14.3.2(a) [Transfer of Entire Business], 14.3.3 [Transfer of Entire Business], 14.3.4 [Transfer of Entire Business] and 14.3.5 [Transfer of Entire Business] above; and (c) the Owners hold equity interests in the new entity in the same proportion shown on the cover page. There is no Transfer Fee for a Transfer to a corporation for convenience of ownership. 14.6. Transfer upon Death or Incapacity. If you or any Owner dies, becomes incapacitated, or enters bankruptcy proceedings, that person's executor, administrator, personal representative, or trustee must apply to us in writing within three (3) months after the event (death, declaration of incapacity, or filing of a bankruptcy petition) for consent to Transfer the person's interest. The Transfer will be subject to the provisions of Sections 14.2 [No Transfer without Our Prior Written Consent] through 14.8 [Our Right of First Refusal], as applicable, except there will be no Transfer Fee. In addition, if the deceased or incapacitated person is the Operating Principal, you must within 30 days thereafter, hire and retain a replacement, who is satisfactory to us, to perform such obligations. If a satisfactory replacement is not retained, we will have the right (but not the obligation) to take over operation of the Franchised Business, or to hire and retain a replacement on your behalf, until the Transfer is completed and to charge a reasonable management fee for these services. For purposes of this Section, incapacity means any physical or mental infirmity that will prevent the person from performing his or her obligations under this Agreement: (i) for a period of thirty (30) or more consecutive days; or (ii) for sixty (60) or more total days during a calendar year. In the case of Transfer by bequest or by intestate succession, if the heirs or beneficiaries are unable to meet the conditions of Section 14.3 [Transfer of Entire Business], the executor may transfer the decedent's interest to another successor that we have approved, subject to all of the terms and conditions for Transfers contained in this Agreement. If an interest is not disposed of under this Section 14.6 [Transfer upon Death or Incapacity] within six (6) months after the date of death or appointment of a personal representative or trustee, we may terminate this Agreement under Section 15.2 [Termination By Us Without A Cure Period] below. Page 28 of 39

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14.7. Non-Conforming Transfers. Any purported Transfer that is not in compliance with this Section 14 is null and void and constitutes a material breach of this Agreement, for which we may terminate this Agreement without opportunity to cure. Our consent to a Transfer does not constitute a waiver of any claims that we have against the transferor, nor is it a waiver of our right to demand exact compliance with the terms of this Agreement. 14.8. Our Right of First Refusal. We have the right, exercisable within thirty (30) days after receipt of the notice specified in Section 14.2 [No Transfer without Our Prior Written Consent], to send written notice to you that we intend to purchase the interest proposed to be Transferred. We may assign our right of first refusal to someone else either before or after we exercise it. However, our right of first refusal will not apply with regard to a Transfer under Section 14.5 [Transfer to a Corporation or Other Entity] or a Transfer to your parents, spouse, son, daughter, or mother or father in-law (including Transfers to your parents, spouse, son, daughter, or mother or father in-law as a result of death or incapacity as described in Section 14.6 [Transfer upon Death or Incapacity]). 14.8.1. If the Transfer is proposed to be made pursuant to a sale, we or our designee may purchase the interest proposed to be Transferred on the same economic terms and conditions offered by the third-party. Closing on our purchase must occur by the later of (a) 60 days after the date of our notice to the seller electing to purchase the interest, or (b) the closing date as proposed in the third-party's purchase offer. If we cannot reasonably be expected to furnish the same consideration as the third-party, then we may substitute the reasonable equivalent in cash. If the parties cannot agree within 30 days on the reasonable equivalent in cash, we will designate, at our expense, an independent appraiser and the appraiser's determination will be final. Any material change in the terms of the offer from a third-party after we have elected not to purchase the seller's interest will constitute a new offer subject to the same right of first refusal as the third party's initial offer. 14.8.2. If a Transfer is proposed to be made by gift, we will designate, at our expense, an independent appraiser to determine the fair market value of the interest proposed to be transferred. We may purchase the interest at the fair market value determined by the appraiser. Closing on the purchase will occur within 30 days after our notice to the transferor of the appraiser's determination of fair market value. 14.8.3. If we elect not to exercise our rights under this Section, the transferor may complete the Transfer after complying with Sections 14.2 [No Transfer without Our Prior Written Consent] through 14.6 [Transfer upon Death or Incapacity] above. Closing of the Transfer must occur within 60 calendar days of our election (or such longer period as applicable law may require); otherwise, the third-party's offer will be treated as a new offer subject to our right of first refusal. The Transfer is conditional upon our determination that the Transfer was on terms substantially the same as those offered to us. 15. TERMINATION 15.1. Termination By Us Without Notice. You will be in default under this Agreement and all rights granted by this Agreement will automatically terminate without notice to you if you become insolvent or make an assignment for the benefit of your creditors; if a receiver is appointed; if execution is levied against your business assets; or if suit to foreclose any lien or mortgage or bankruptcy is instituted against you and not dismissed within 60 days. Page 29 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

15.2. Termination By Us Without A Cure Period. We may terminate this Agreement by written notice to you, without giving you an opportunity to cure, upon the occurrence of any of the following events: 15.2.1. You, the Operating Principal, and/or your personnel fail to complete training under Section 5.1 [Initial Training Program] to our satisfaction. 15.2.2. You fail to open for business by the opening deadline specified in Appendix A. 15.2.3. You disclose the contents of the Manual or other trade secrets or confidential information contrary to Sections 11 and 12 of this Agreement. 15.2.4. You refuse to permit, or try to hinder, an examination or audit of your books and records or of the Franchised Business as provided in this Agreement. 15.2.5. You make any material misrepresentation in connection with your application to us for the franchise, or you submit to us any report or statement that you know or should know to be false or misleading. 15.2.6. You understate to us your Gross Revenues, by 2% or more on three or more occasions in any twelve-month period, or by 5% or more for any period of four or more consecutive weeks. 15.2.7. You fail to operate the Franchised Business for three or more consecutive business days on which you were required to operate, unless we determine that the failure was beyond your control. 15.2.8. You or any Owner, officer or director is convicted of a crime that we reasonably believe is likely to harm the reputation of the Pizza Fusion concept. 15.2.9. Any Transfer occurs that does not comply with Section 14, including a failure to transfer to a qualified successor after death or disability within the time allowed by Section 14.7 [Non-Conforming Transfers]. 15.2.10. You are in default three (3) or more times under Sections 15.3 [Termination by Us Following Expiration of Cure Period for Monetary Default] and/or 15.4 [Termination by Us Following Expiration of Cure Period] within any twelve (12) month period, whether or not the defaults are similar and whether or not they are cured. 15.2.11. After curing a default pursuant to Sections 15.3 [Termination by Us Following Expiration of Cure Period for Monetary Default] or 15.4 [Termination by Us Following Expiration of Cure Period], you commit the same default within twelve (12) months, whether or not the second default is cured. 15.2.12. Any condition exists with respect to the Franchised Business that, in our reasonable judgment, seriously jeopardizes public health or safety. 15.2.13. You fail to comply with the covenants in Section 17 below or fail to timely obtain execution of the covenants required under Section 12 above and Section 17.3 [Owners and Employees] below. 15.2.14. You fail to obtain or maintain required insurance. 15.2.15. You cease to operate the Franchised Business for more than seven (7) consecutive days or fourteen (14) days in any calendar year unless we approved a temporary closing or we determine, that the failure to operate was beyond your control, you otherwise abandon the Franchised Business, or you lose the right to possess the Premises or you otherwise forfeit the right to do or transact business as required under this Agreement. If, however, through no fault of you, the Premises are damaged or destroyed by an event such that repairs or reconstruction cannot be completed within ninety (90) days thereafter, you will have thirty (30) days after such event in which to apply for our approval to relocate and/or reconstruct the premises, and we will not unreasonably hold our approval. Page 30 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

15.3. Termination by Us Following Expiration of Cure Period for Monetary Default. You will be in default under this Agreement if you fail, refuse, or neglect to pay when due (including if we are not able to collect payments by electronic fund transfer pursuant to Section 3.6 [Method of Payment] due to insufficient funds in your account(s), closure of your account(s), or any other reason resulting in the nonpayment) any monies owing to us, our affiliates, or any lender that has provided financing to you under this Agreement or any other agreement, or to your landlord and/or any supplier of goods or services to your Franchised Business. You will have ten (10) days after written notice of such default from us within which to remedy the default. You may avoid termination by curing the default to our satisfaction within the 10-day period (or such longer period as applicable law may require). If you do not cure the default within such 10-day period (or such longer period as applicable law may require), this Agreement will terminate automatically and without further notice, effective immediately upon the expiration of the specified time period. 15.4 Termination by Us Following Expiration of Cure Period. For any default not covered under Sections 15.1 [Termination By Us Without Notice], 15.2 [Termination By Us Without A Cure Period], or 15.3 above, you will have thirty (30) days after written notice of default from us within which to remedy the default. You may avoid termination by curing the default to our satisfaction within the 30-day period (or such longer period as applicable law may require). If you do not cure the default within the specified time, this Agreement will terminate automatically and without further notice, effective immediately upon the expiration of the specified time period. Any failure to comply with this Agreement, as amended or reasonably supplemented by the Manual or otherwise in writing, not covered by Sections 15.1 [Termination By Us Without Notice], 15.2 [Termination By Us Without A Cure Period], or 15.3 above constitutes a default, including, but not limited to, the following: 15.3.1. You fail, refuse, or neglect to submit to us the financial and other reports and information required under this Agreement. 15.3.2. You fail to comply with any of the mandatory standards or procedures prescribed by us in this Agreement, the Manual, or otherwise in writing. 15.3.3. You fail, refuse, or neglect to obtain our prior written approval or consent as required by this Agreement (other than a failure to obtain consent to a proposed Transfer, for which we may terminate without a cure period as provided in Section 15.2 [Termination By Us Without A Cure Period]). 15.3.4. For a period of fifteen (15) days, you allow a continued violation of any law, ordinance, rule or regulation of a governmental agency, including the failure to maintain or procure any required licenses, permits, or certifications, in the absence of a good faith dispute over its application or legality and without promptly resorting to an appropriate administrative or judicial forum for relief. 15.3.5. You misuse or make any unauthorized use of the Proprietary Marks or otherwise materially impair our goodwill or rights in the Proprietary Marks. 15.5. Cross-Default. Any default by you (including for this purpose your affiliates) under any other agreement with us will constitute a default under this Agreement, subject to the same provisions for notice and cure, if any, as may be applicable to the default under the other agreement. 16. OBLIGATIONS ON TERMINATION OR EXPIRATION 16.1. Upon termination or expiration of this Agreement for any reason, unless we direct you otherwise: 16.1.1. You agree to promptly pay all sums owing to us, our affiliates and suppliers, including, but not limited to, Royalty payments, contributions to the Marketing Fund, or other fees, damages, expenses, and attorney's fees incurred as a result of your default. Page 31 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

16.1.2. You agree to stop making any use of the confidential methods, procedures, and techniques associated with the System. You also agree to immediately deliver to us the Manual and all training materials, marketing materials, records, files, forms, instructions, signs, equipment, correspondence, copies, Customer Data, and other property in your possession or control that contain confidential information (as defined in Section 12) or that bear the Proprietary Marks and you agree not to retain any unauthorized copies of these materials. You also must deliver to us all customer information that you have compiled. 16.1.3. You agree to immediately cease to use, by advertising or in any other manner, the name Pizza Fusion, all other Proprietary Marks, and all other distinctive forms, slogans, signs, symbols, Websites, domain name, website, e-mail address, and any other identifier (whether or not we have authorized its use) that you used in connection with your operation of the Franchised Business or that are otherwise associated with the Proprietary Marks, System, and/or us. If you subsequently begin to operate another business, you agree that you will not use any reproduction, counterfeit, copy or colorable imitation of the Proprietary Marks that you used either in connection with the Franchised Business or its promotion, which is likely to cause confusion, mistake or deception, or which is likely to dilute our exclusive rights in and to the Proprietary Marks, nor any trade dress or designation of origin or description or representation which falsely suggests or represents an association or connection with us. 16.1.4. You agree to promptly take such action as may be necessary to cancel any assumed name registration or equivalent registration containing the name PIZZA FUSION or any other Proprietary Marks. 16.1.5 You will, at our option, assign to us any interest which you have in the lease or sublease for the Premises. (a) If we do not elect or are unable to exercise our option to acquire, or to acquire the lease or sublease for the Premises, you must make such modifications or alterations to the premises operated hereunder (including, without limitation, the changing of the telephone number) immediately upon termination or expiration of this Agreement as may be necessary to distinguish the appearance of the Premises from that of other Restaurants under the System, and such specific additional changes as we may reasonably request for that purpose. In addition, you must stop making any use of any telephone number and/or any domain name, website, e-mail address, and any other identifier (whether or not we have authorized its use) that you used in connection with your operation of the Franchised Business, and you must promptly execute such documents or take such steps necessary to remove reference to the Franchised Business from all trade or business telephone directories, including physical and online yellow and white pages, or at our request transfer same to us. (b) If you fail or refuse to comply with the requirements of this Section 16.1.5 [OBLIGATIONS ON TERMINATION OR EXPIRATION], we will have the right to enter upon the Premises, without being guilty of trespass or any other tort, for the purpose of making or causing to be made such changes as may be required, at your expense, which you agree to pay upon demand. 16.2. Purchase of Assets. You agree that, at our option, you will sell to us any or all your assets used to operate the Franchised Business (including equipment, fixtures, furnishings, Delivery Vehicles, supplies, and inventory) that we ask in writing to purchase. 16.2.1. The purchase price for such items will be equal to your depreciated cost (determined below) or fair market value, whichever is less. The cost will be determined based upon a five (5) year straight-line depreciation of original costs. For equipment that is five (5) or more years old, the parties agree that fair market value will be deemed to be ten percent (10%) of the equipment's original cost. The fair market value of tangible assets must be determined without reference to good will, going-concern value, or other intangible assets. Page 32 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

16.2.2. We may exercise this option by delivering a notice of intent to purchase to you within 30 days after the expiration or termination of this Agreement. During that 30-day period, you agree not to dispose of, transfer, or otherwise hinder our ability to exercise our rights with respect to your assets. 16.2.3. If we exercise our option to purchase, we may setoff all amounts due to us under this Agreement and the cost of the appraisal (if any), against any payment due to you. 16.2.4. If we do not exercise our rights to purchase your Delivery Vehicle(s), you must immediately make such modifications or alterations to the Delivery Vehicle(s) that may be needed to remove any Proprietary Marks and to otherwise distinguish the appearance of the vehicle(s) from those used by other Restaurants. 16.3. Right to Enter and Continue Operations. In order to preserve the goodwill of the System following termination, we (or our designee) have the right to enter the Premises (without liability to you, your Owners, or otherwise) for the purpose continuing the Franchised Business' operation and maintaining the goodwill of the business. 16.4. Liquidated Damages. If this Agreement is terminated due to your default, you must, upon written demand, pay us a lump-sum payment in an amount calculated as follows: (a) the average of your Royalty fees and Advertising Contributions due for the last 60 months before our delivery of notice of default (or, if lesser, the months you had been operating before our delivery of notice of default), (b) multiplied by the lesser of 60 or the number of months remaining in the term of this Agreement. 16.5. Liquidated Damages. 16.5.1 The payments called for in Section 16.4 [Liquidated Damages] above constitute liquidated damages for causing the premature termination of this Agreement and not a penalty. A precise calculation of the full extent of damages that we will incur if this Agreement terminates because you default cannot be reasonably determined. Nevertheless, the parties agree that the lump-sum payment provided under Section 16.4 [Liquidated Damages] above is reasonable in light of the damages for premature termination that may reasonably be expected to occur in such event. 16.5.2 The amounts contemplated under Section 16.4 [Liquidated Damages] above is not a penalty and is intended by the parties only as a compensatory remedy for past breaches and not as a preventative remedy to deter future breaches. Neither does the sum contemplated in Section 16.4 [Liquidated Damages] above represent a price for the privilege of not performing or its payment represent an alternative manner of performance. Accordingly, as a purely liquidated damage provision, this Section does not preclude, nor is inconsistent with, a court granting us specific performance or any other equitable remedies, such as an injunction, to prevent future breaches. Our rights to liquidated damages and specific performance or any other equitable relief are not mutually exclusive. 16.6. Enforcement Costs. You agree to pay all damages, costs, and expenses, including, but not limited to, reasonable attorneys' fees, that we incur (even if after the expiration or termination of this Agreement) in enforcing this Section 16 or Section 17.2 [After Termination, Expiration, or Transfer] below. 17. RESTRICTIONS ON COMPETITION 17.1. During Term. You acknowledge that this Agreement will give you access to valuable and confidential information regarding the System, including our business development strategy and the operational, sales, promotional and marketing methods of Franchised Businesses. You agree that during the term of this Agreement, you will not, without our prior written consent, either directly or indirectly through any other person or entity: Page 33 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

17.1.1. Own, manage, engage in, be employed by, advise, make loans to, consult for, rent or lease to, or have any other interest in any business that (directly or indirectly) operates, or grants franchises or licenses to operate, a restaurant featuring pizza and related food specialties or that offers products or services substantially similar to those then offered by Restaurants (Competitive Business); 17.1.2. Divert or attempt to divert any business or customer, or potential business or customer, to any Competitive Business; or 17.1.3. Induce any person to leave his or her employment with us. 17.1.4. In any manner interfere with, disturb, disrupt, impair, diminish, or otherwise jeopardize our business or that of any of our franchisees. 17.2. After Termination, Expiration, or Transfer. For two (2) years after the expiration or termination of this Agreement or an approved Transfer to a new franchisee, you may not directly or indirectly own, manage, engage in, be employed by, advise, make loans to, consult for, or have any other interest in any Competitive Business that is, or intends to operate, within three (3) mile radius of the Premises of your Franchised Business or within a three (3) mile radius of any Restaurant then-operating or under construction to operate under the System, except as permitted by any Franchise Agreements that remain in effect between you and us. . 17.3. Owners and Employees. The Owners agree that they will personally bind themselves to this Section 17 by signing this Agreement or the attached Guaranty. With respect to the Owners, the time period in Section 17.2 [After Termination, Expiration, or Transfer] will run from the expiration, termination, or Transfer of this Agreement or from the termination of the Owner's relationship with you, whichever occurs first. You must also require and obtain execution of covenants similar to those set forth in Section 12 above, and this Section 17 (as modified to apply to an individual), from any or all of the following persons: your officers, directors, and their respective spouses and employees. (These persons and the Owners are each a Restricted Party) The covenants required by this Section 17.3 [Owners and Employees] shall be in the form provided in Appendix C to this Agreement. Failure by Franchisee to obtain execution of a covenant required by this Section 17.3 [Owners and Employees] shall constitute a default under Section 15.2.13 [Termination By Us Without A Cure Period] above. 17.4. Indirect Violations Prohibited. You may not attempt to circumvent the restrictions in Sections 17.1 [During Term] and 17.2 [After Termination, Expiration, or Transfer] by engaging in prohibited activity indirectly through any other person or entity. 17.5. Enforcement. You agree that the existence of any claim you may have against us, whether or not arising from this Agreement, will not constitute a defense to our enforcement of this Section 17. You agree to pay all costs and expenses that we reasonably incur in enforcing this Section 17, including reasonable attorneys' fees. You acknowledge that a violation of the terms of this Section 17 would result in irreparable injury to us for which no adequate remedy at law may be available. Accordingly, you consent to the issuance of an injunction prohibiting any conduct in violation of the terms of this Section 17. Such injunctive relief will be in addition to any other remedies that we may have. 18. RELATIONSHIP OF THE PARTIES This Agreement does not create a fiduciary or other special relationship or make you or us an agent, legal representative, joint venturer, partner, employee, or servant of each other for any purpose. You are not authorized to, and agree that you will not, make any contract, agreement, warranty, or representation on our behalf, or create any obligation, express or implied, on our behalf. During the term of this Agreement, you agree to hold yourself out to the public as an independent contractor operating the Franchised Business under license from us, and you agree to disclose your status as independent contractor in all business dealings and exhibit a notice to that effect (the location and content of which we reserve the right to specify) on all promotional materials, invoices and stationery. Page 34 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

19. INDEMNIFICATION You agree to hold harmless, defend, and indemnify us and our past, present and future affiliates, officers, directors, shareholders, agents, attorneys, consultants, and employees against any claims, losses, costs, expenses (including, but not limited to, reasonable attorneys' fees, costs of investigation, settlement costs, and interest), liabilities and damages (collectively, Claims) arising directly or indirectly from, as a result of, or in connection with your activities under this Agreement. With respect to any threatened or actual litigation, proceeding, or dispute that could directly or indirectly affect us or any of the other indemnitees under this Section, if you do not assume the active defense of the matter within a reasonable time, we will have the right, but not the obligation, to: (i) choose counsel; (ii) direct and control the handling of the matter; and (iii) settle any claim against the indemnitees. This Section will survive the expiration or termination of this Agreement, and applies to Claims even if they exceed the limits of your insurance coverage. 20. CONSENTS AND WAIVERS 20.1. Consent. Whenever our prior written consent is required under this Agreement, you agree to make a timely written request to us for such consent. Our approval or consent must be in writing and signed by an authorized officer to be effective. 20.2. Waivers. No delay or failure to exercise any right under this Agreement or to insist upon your strict compliance with any obligation or condition, and no custom or practice that differs from the terms of this Agreement, will constitute a waiver of our right to exercise the contract provision or to demand your strict compliance with the terms of this Agreement. Our waiver of any particular default does not affect or impair our rights with respect to any subsequent default you may commit. Our waiver of a default by another franchisee does not affect or impair our right to demand your strict compliance with the terms of this Agreement. Our acceptance of any payments due from you does not waive any prior defaults. 21. NOTICES Notices related to this Agreement must be in writing and personally delivered, sent by registered mail, or by other means which affords the sender evidence of delivery, or of rejected delivery, to the respective parties. Any notice by a means that affords the sender evidence of delivery, or rejected delivery, shall be deemed to have been given at the date and time of receipt or rejected delivery. We will send notices intended for you to your address on the first page of this Agreement. You agree to send notices intended for us to our principal business address, which is currently 2200 West Cypress Creek Road, 1st Floor, Fort Lauderdale, Florida 33309. Either party can change its notice address by informing the other party in writing of a new address. 22. ENTIRE AGREEMENT AND AMENDMENTS This Agreement and the documents referred to herein constitute the entire agreement between you and us with respect to the Franchised Business and supersede all prior negotiations, representations, correspondence, and agreements concerning the same subject matter. However, nothing in this Agreement is meant to disclaim any representation that we make in the Franchise Disclosure Document that we have given to you. Any amendment to this Agreement will not be binding on either party unless that amendment is writing and signed by both parties. Page 35 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

23. CONSTRUCTION OF THE AGREEMENT, SEVERABILITY, AND SURVIVAL 23.1. Clauses are Severable. Each provision of this Agreement is severable from the others. If, for any reason, any provision is determined by a court to be invalid, the invalidity will not impair the operation of the remaining provisions of this Agreement. The latter will continue to be given full force and effect and bind us and you. 23.2. Survival of Clauses. Each provision of this Agreement that expressly or by reasonable implication is to be performed, in whole or in part, after the expiration, termination, or Transfer of this Agreement will survive such expiration, termination, or Transfer. 23.3 Force Majeure. If the performance of any obligation by any party under this Agreement is prevented, hindered or delayed by reason of Force Majeure, which cannot be overcome by reasonable commercial measures, then the parties shall be relieved of their respective obligations (but only to the extent, that the parties, having exercised best efforts, are prevented, hindered or delayed in such performance) during the period of such Force Majeure. The party whose performance is affected by an event of Force Majeure shall give prompt written notice in the circumstances of such Force Majeure event to the other party by describing the nature of the event and an estimate as to its duration, if possible. As used in this Agreement, the term Force Majeure means any act of God, strike, lock out or other industrial disturbance, terrorist act, war (declared or undeclared), riot, epidemic, fire or other catastrophe, or act of any government. However, your inability to obtain financing or make payments (regardless of the reason) does not constitute Force Majeure. 23.4 Cover Page, Recitals, and Captions. The parties agree to incorporate by reference, and include in the text of this Agreement, the information on the cover page and in the recital paragraphs. The parties also agree that all of the captions in this Agreement are meant only for the convenience of the parties, and none of the captions shall be deemed to affect the meaning or construction of any provision of this Agreement. 23.5 No Third Party Rights. Except as otherwise stated in this Agreement, nothing in this Agreement is intended (nor shall be deemed) to confer upon any party any rights or remedies under or by reason of this Agreement, except for you, us, and such of our respective successors and assigns as may be contemplated (and, as to you, permitted) by Sections 13 and 14 above. 24. GOVERNING LAW This Agreement and the relationship between the parties is governed by and will be construed exclusively in accordance with the laws of the State of Florida (without regard to, and without applying, Florida conflict-of-law rules). 25. DISPUTES 25.1. Submission to Mediation. Except as otherwise provided in Section 25.7 [Remedies Not Exclusive] below, any controversy or claim arising between us will first be submitted to non-binding mediation administered by an established, neutral mediation service with experience in franchise disputes. Both parties must sign a confidentiality agreement before participating in any mediation proceeding. The mediation will take place in the city where our principal offices are located at the time the demand for mediation is filed. Once either party has submitted a dispute to mediation, the obligation to attend will be binding on both parties. Each party will bear its own costs with respect to the mediation. The fee for the mediation, however, will be split equally. 25.2. Forum for Litigation. You and the Owners must file any suit against us, and we may file any suit against you, in the federal or state court where our principal office is located at the time the suit is filed. The parties waive all questions of personal jurisdiction and venue for the purpose of carrying out this provision. Page 36 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

25.3. Mutual Waiver of Class Actions. Any lawsuit, claim, counterclaim, or other action may be conducted only on an individual basis, and not as part of a consolidated, common, or class action. 25.4. Mutual Waiver of Jury Trial. You and we each irrevocably waive trial by jury in any litigation. 25.5. Mutual Waiver of Punitive Damages. Each of us waives any right to or claim of punitive, exemplary, multiple, or consequential damages against the other in litigation and agrees to be limited to the recovery of actual damages sustained. 25.6 Time Period to Bring Claims. Any and all claims and actions arising out of or relating to this Agreement, the relationship between you and us, or your operation of the Restaurant, brought by any party hereto against the other, must be commenced within one (1) year from the occurrence of the facts giving rise to such claim or action, or, it is expressly acknowledged and agreed by all parties, such claim or action will be irrevocably barred. 25.7. Remedies Not Exclusive. Except as provided in Sections 25.1 [Submission to Mediation] through 25.4 [Mutual Waiver of Jury Trial] above, no right or remedy that the parties have under this Agreement is exclusive of any other right or remedy under this Agreement or under applicable law. 25.8. Our Right to Injunctive Relief. Nothing in this Agreement bars our right to obtain injunctive or declaratory relief against a breach or threatened breach of this Agreement that will cause us loss or damage. You agree that we will not be required to prove actual damages or post a bond or other security in seeking or obtaining injunctive relief (both preliminary and permanent) and/or specific performance. 25.9. Attorneys Fees and Costs. You agree to reimburse us for all expenses we reasonably incur (including attorneys' fees): (a) to enforce the terms of this Agreement or any obligation owed to us by you and/or the Owners; and (b) in the defense of any claim you and/or the Owners assert against us upon which we substantially prevail in court, arbitration, mediation, or other formal legal proceedings. 26. ACKNOWLEDGMENTS 26.1. Independent Investigation. You and the Owners acknowledge that: 26.1.1. You have conducted an independent investigation of the business venture contemplated by this Agreement and recognize that it involves business risks and that your results will be largely dependent upon your own efforts and ability; 26.1.2. We expressly disclaim the making of, and you acknowledge that you have not received, any representation, express or implied, as to the potential volume, profits or success of the business venture contemplated by this Agreement; 26.1.3. Any financial performance information presented in our Franchise Disclosure Document is not a warranty or guaranty of the results that you will achieve, and your experience is likely to differ; and 26.1.4. We do not, by virtue of any approvals or advice provided to you, assume responsibility or liability to you or any third- party to which we would otherwise not be subject. Page 37 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

26.1.5 You have sole and complete responsibility for the choice of the Premises; that we have not (and will not be deemed to have, even by virtue of our approval of the proposed Premises) given any representation, promise, or guarantee of your success at the Premises; and that you will be solely responsible for its own success at the Premises. 26.1.6 We make no warranty as to your ability to operate the Franchised Business in the jurisdiction in which the Franchised Business is to be operated. You must seek or obtain advice of counsel specifically with respect to this issue. 26.2. Receipt of Documents. You acknowledge that you received a copy of this Agreement, the exhibit(s) hereto, and agreements relating hereto, if any, with all of the blank lines therein filled in, at least seven (7) days before the date when this Agreement was signed, and with sufficient time within which to review the Agreement, with advisors of your choosing. You further acknowledge that you received our franchise disclosure document required by the Federal Trade Commission's Franchise Rule at least fourteen (14) days before the date this Agreement was signed. 26.3. Personal Obligations of Owners. The Owners acknowledge that, by signing this Agreement or the Personal Guaranty attached as Appendix B, they are binding themselves as individuals to all of the terms and conditions of this Agreement, including without limitation Section 9, Section 14, Section 17, and Section 25. 26.4. System Standards. Although we retain the right to establish and periodically modify System standards, which you have agreed to maintain in the operation of the Franchised Business, you retain the right and sole responsibility for the day to day management and operation of the Franchised Business and the implementation and maintenance of System standards at the Franchised Business. 26.5. Other Offers. You acknowledge and agree that we may modify the offer of our franchises to other franchisees in any manner and at any time, which offers and agreements have or may have terms, conditions, and obligations that may differ from the terms, conditions, and obligations in this Agreement. 26.6. No Conflicting Obligations. Each party represents and warrants to the others that there are no other agreements, court orders, or any other legal obligations that would preclude or in any manner restrict such party from: (a) negotiating and entering into this Agreement; (b) exercising its rights under this Agreement; and/or (c) fulfilling its responsibilities under this Agreement. [Signature page follows.] Page 38 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

The parties, intending to be legally bound, have entered into this Agreement on the date first written above. Pizza Fusion Holdings, Inc. Franchisee By: By: Name: Name: Title: Title: Page 39 of 39

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

APPENDIX A OPENING DEADLINE AND DELIVERY/CATERING AND ADVERTISING AREA 1. Opening Deadline: ____________________________ [Unless, otherwise agreed upon, the Opening Deadline will be nine months after the Agreement Date]. 2. Delivery/Catering and Advertising Area: (to be completed once Premises known). 3. Site Selection Area (if applicable):

Pizza Fusion Holdings, Inc. Franchisee By: By: Name: Name: Title: Title: -A -

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty's ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

Answer:
During the Term of this Agreement and after its expiration or termination, you agree not to directly or indirectly contest, or aid in contesting, the validity or ownership of the Proprietary Marks or take any action detrimental to our rights in the Proprietary Marks.