Common use of Grant of Franchise Clause in Contracts

Grant of Franchise. Franchisor hereby grants to Franchisee, and Franchisee hereby accepts, a non-exclusive license and franchise (“Franchise”) to participate in and use the System by conducting the Franchised Business at the Locations, Subdivision Sales Offices and other offices described in Exhibit “B”, or in any amendments hereto, and such Additional Locations and Additional Offices as may be approved in strict accordance with this Agreement and the Operations Manual, from the time of commencement of the Franchised Business until the end of the term hereof. The Franchise applies only to Franchisee’s Locations, Subdivision Sales Offices, Satellite Offices and Administrative Offices duly approved by Franchisor in accordance with this Agreement and no other places of business, offices, or types of business, Franchisee acknowledges that Franchisor has granted and may in the future operate and/or grant other licenses and franchises for real estate brokerage businesses and acknowledges that there is no assurance of any kind that the Additional Locations or Additional Offices referenced herein will be available or approved. Franchisee shall retain the right to conduct businesses and perform services other than the Franchised Business without payment of Continuing Royalty or Advertising Fees measured by revenues derived therefrom, but subject to the restrictions on Acting as a Rea1 Estate Broker in any other real estate brokerage business under paragraph 9.13 hereof, and subject to all other applicable provisions of this Agreement and the Operations Manual; PROVIDED, HOWEVER, FRANCHISEE SHALL NOT USE THE SERVICE MARKS (AS DEFINED HEREIN), OPERATIONAL TECHNIQUES, SERVICE CONCEPTS OR PROPRIETARY INFORMATION IN CONNECTION WITH SUCH BUSINESSES OR SERVICES WITHOUT THE EXPRESS PRIOR WRITTEN PERMISSION OF THE PRESIDENT OR OTHER EXECUTIVE OFFICER OF FRANCHISOR WHICH PERMISSION, IF GRANTED, SHALL BRING SUCH BUSINESSES OR SERVICES WITHIN THE SCOPE OF THE FRANCHISED BUSINESS.

Grant of Franchise. The parties hereby agree that this Agreement amends, restates and supersedes all prior franchise agreements (the "Old Agreements") between the parties under which any real estate brokerage offices owned by Franchisee were operating. Franchisor hereby agrees to waive all claims against Franchisee that may exist under the Old Agreements, except claims for monies due, indemnification claims and Franchisor's exercise of audit rights thereunder. In addition, the parties agree that (i) effective on the first day of the month following the month in which a Triggering Event (as defined in Schedule 3 hereof) occurs, the Incremental Royalty Agreement (the "Incremental Royalty Agreement"), dated as of August 11, 1997, among Franchisor, Franchisee, ERA Franchise Systems, Inc., Coldwell Banker Real Estate Corporation and HFS Incorporated, (ii) effective on the date hereof, the <PAGE> Additional Royalty Agreement dated as of August 11, 1997, among Franchisor, Franchisee, ERA Franchise Systems, Inc., Coldwell Banker Real Estate Corporation and HFS Incorporated, and (iii) upon the redemption in full of Franchisee's Series C Cumulative Junior Redeemable Preferred Stock, the Franchise Override Agreement, dated as of August 11, 1997, among Franchisor, Franchisee, ERA Franchise Systems, Inc., Coldwell Banker Real Estate Corporation and HFS Incorporated, are hereby terminated and of no further force or effect (in the case of (i) and (ii), as a result of the royalties previously payable thereunder becoming payable under the Master Real Estate Franchise Agreement, dated as of the date hereof, between Franchisee and Coldwell Banker Real Estate Corporation). Franchisor hereby grants to Franchisee, and Franchisee hereby accepts, a the non-exclusive license and franchise (“Franchise”) right to participate in and use the CENTURY 21 System by conducting and certain CENTURY 21 Marks, as they are set forth in the Franchised Business at CENTURY 21 Policy and Procedure Manual (hereinafter called the Locations"P&P Manual"), Subdivision Sales Offices and other offices described in Exhibit “B”, or in any amendments hereto, and such Additional Locations and Additional Offices as it may be approved revised and/or supplemented from time to time by Franchisor, for the operation of multiple licensed real estate brokerages upon the terms and conditions set forth in strict accordance with this Agreement and (hereinafter collectively called the Operations Manual, from the time of commencement of the Franchised Business until the end of the term hereof"Franchise"). The Franchise applies only to Franchisee’s Locations, Subdivision Sales Offices, Satellite Offices and Administrative Offices duly approved by Franchisor in accordance with this Agreement and no other places of business, offices, or types of business, Franchisee acknowledges that Franchisor has granted and may in the future operate and/or grant other licenses and franchises for real estate brokerage businesses and acknowledges that there is no assurance of any kind that the Additional Locations or Additional Offices referenced herein will be available or approved. Franchisee shall retain the right to conduct businesses and perform services other than the Franchised Business without payment of Continuing Royalty or Advertising Fees measured by revenues derived therefrom, but subject to the restrictions on Acting as a Rea1 Estate Broker in any other real estate brokerage business under paragraph 9.13 hereof, and subject to all other applicable provisions of this Agreement and the Operations Manual; PROVIDED, HOWEVER, FRANCHISEE SHALL NOT USE THE SERVICE MARKS (AS DEFINED HEREIN), OPERATIONAL TECHNIQUES, SERVICE CONCEPTS OR PROPRIETARY INFORMATION IN CONNECTION WITH SUCH BUSINESSES OR SERVICES WITHOUT THE EXPRESS PRIOR WRITTEN PERMISSION OF THE PRESIDENT OR OTHER EXECUTIVE OFFICER OF FRANCHISOR WHICH PERMISSION, IF GRANTED, SHALL BRING SUCH BUSINESSES OR SERVICES WITHIN THE SCOPE OF THE FRANCHISED BUSINESS.Except as

Grant of Franchise. The parties hereby agree that this Agreement amends, restates and supersedes all prior franchise agreements (the "Old Agreements") between the parties under which any real estate brokerage offices owned by Franchisee were operating. Franchisor hereby agrees to waive all claims against Franchisee that may exist under the Old Agreements, except claims for monies due, indemnification claims and Xxxxxxxxxx's exercise of audit rights thereunder. In addition, the parties agree that (i) effective on the first day of the month following the month in which a Triggering Event (as defined in Schedule 3 hereof) occurs, the Incremental Royalty Agreement (the "Incremental Royalty Agreement"), dated as of August 11, 1997, among Franchisor, Franchisee, ERA Franchise Systems, Inc., Coldwell Banker Real Estate Corporation and HFS Incorporated, (ii) effective on the date hereof, the <PAGE> Additional Royalty Agreement dated as of August 11, 1997, among Franchisor, Franchisee, ERA Franchise Systems, Inc., Coldwell Banker Real Estate Corporation and HFS Incorporated, and (iii) upon the redemption in full of Franchisee's Series C Cumulative Junior Redeemable Preferred Stock, the Franchise Override Agreement, dated as of August 11, 1997, among Franchisor, Franchisee, ERA Franchise Systems, Inc., Coldwell Banker Real Estate Corporation and HFS Incorporated, are hereby terminated and of no further force or effect (in the case of (i) and (ii), as a result of the royalties previously payable thereunder becoming payable under the Master Real Estate Franchise Agreement, dated as of the date hereof, between Franchisee and Coldwell Banker Real Estate Corporation). Franchisor hereby grants to Franchisee, and Franchisee hereby accepts, a the non-exclusive license and franchise (“Franchise”) right to participate in and use the CENTURY 21 System by conducting and certain CENTURY 21 Marks, as they are set forth in the Franchised Business at CENTURY 21 Policy and Procedure Manual (hereinafter called the Locations"P&P Manual"), Subdivision Sales Offices and other offices described in Exhibit “B”, or in any amendments hereto, and such Additional Locations and Additional Offices as it may be approved revised and/or supplemented from time to time by Franchisor, for the operation of multiple licensed real estate brokerages upon the terms and conditions set forth in strict accordance with this Agreement and (hereinafter collectively called the Operations Manual, from the time of commencement of the Franchised Business until the end of the term hereof"Franchise"). The Franchise applies only to Franchisee’s Locations, Subdivision Sales Offices, Satellite Offices and Administrative Offices duly approved by Franchisor in accordance with this Agreement and no other places of business, offices, or types of business, Franchisee acknowledges that Franchisor has granted and may in the future operate and/or grant other licenses and franchises for real estate brokerage businesses and acknowledges that there is no assurance of any kind that the Additional Locations or Additional Offices referenced herein will be available or approved. Franchisee shall retain the right to conduct businesses and perform services other than the Franchised Business without payment of Continuing Royalty or Advertising Fees measured by revenues derived therefrom, but subject to the restrictions on Acting as a Rea1 Estate Broker in any other real estate brokerage business under paragraph 9.13 hereof, and subject to all other applicable provisions of this Agreement and the Operations Manual; PROVIDED, HOWEVER, FRANCHISEE SHALL NOT USE THE SERVICE MARKS (AS DEFINED HEREIN), OPERATIONAL TECHNIQUES, SERVICE CONCEPTS OR PROPRIETARY INFORMATION IN CONNECTION WITH SUCH BUSINESSES OR SERVICES WITHOUT THE EXPRESS PRIOR WRITTEN PERMISSION OF THE PRESIDENT OR OTHER EXECUTIVE OFFICER OF FRANCHISOR WHICH PERMISSION, IF GRANTED, SHALL BRING SUCH BUSINESSES OR SERVICES WITHIN THE SCOPE OF THE FRANCHISED BUSINESS.Except as

Grant of Franchise. Franchisor hereby grants to Franchisee, and Franchisee hereby accepts, a non-exclusive license and franchise (“Franchise”) to participate in and use the System by conducting the Franchised Business at the Locations, Subdivision Sales Offices Locations and other offices Restricted Purpose Locations described in Exhibit “B”, or in any amendments hereto, and such Additional Locations and Additional Offices Restricted Purpose Locations as may be approved in strict accordance with this Agreement and the Operations Manual, from the time of after commencement of the Franchised Business until the end of the term hereofhereof (“Franchise”). The Franchise applies only to Franchisee’s Locations, Subdivision Sales Offices, Satellite Offices Locations and Administrative Offices Restricted Purpose Locations duly approved by Franchisor in accordance with this Agreement and no other places of business, offices, or types of business, . Franchisee acknowledges that Franchisor has granted and may in the future operate and/or grant other licenses and franchises for real estate brokerage businesses and acknowledges that there is no assurance of any kind that the any Additional Locations or Additional Offices referenced herein Restricted Purpose Locations will be available or approved. Franchisee shall retain the right to conduct businesses and perform services other than the Franchised Business without payment of Continuing Royalty or Advertising Marketing Fees measured by revenues derived therefrom, but subject to the restrictions on Acting as a Rea1 Real Estate Broker in any other real estate brokerage business under paragraph 9.13 hereof, and subject to all other applicable provisions of this Agreement and the Operations Manual; PROVIDED, HOWEVER, FRANCHISEE SHALL NOT USE THE SERVICE MARKS (AS DEFINED HEREIN), OPERATIONAL TECHNIQUES, SERVICE CONCEPTS OR PROPRIETARY INFORMATION IN CONNECTION WITH SUCH BUSINESSES OR SERVICES WITHOUT THE EXPRESS PRIOR WRITTEN PERMISSION OF THE PRESIDENT OR OTHER EXECUTIVE OFFICER OF FRANCHISOR FRANCHISOR, WHICH PERMISSION, IF GRANTED, SHALL BRING SUCH BUSINESSES OR SERVICES WITHIN THE SCOPE OF THE FRANCHISED BUSINESS.

Grant of Franchise. Franchisor Subject to the provisions contained herein, the COMPANY hereby grants to FranchiseeFRANCHISEE, and Franchisee FRANCHISEE hereby acceptsundertakes the obligation, to own and operate "TCBY" stores at, and only at, the premises located at the addresses set forth in Exhibit "A" hereto attached, to be modified and initialed from time to time by the parties, and whenever so attached or modified hereof made a non-exclusive license part, and franchise (“Franchise”) operated in conjunction with locations operated by FRANCHISEE known as "Xxx. Xxxxxx' Original Cookies," "Xxx. Xxxxxx' Bakery Café," "Pretzelmaker," "Pretzel Time," "Great American Cookie Company," or other trade names of FRANCHISEE or its affiliates, and to participate in and use the System by conducting Marks in the Franchised Business operation thereof, at each location to be operated for a term of five (5) years, commencing on the Locationsdate the location is added to this Agreement. The Prior Franchise Agreement is hereby terminated, Subdivision Sales Offices and FRANCHISEE shall continue to operate the STORES developed thereunder pursuant to the rights and obligations set forth in this Agreement. THE COMPANY (ON BEHALF OF ITSELF AND ITS AFFILIATES) RETAINS THE RIGHT, IN ITS SOLE DISCRETION AND WITHOUT GRANTING ANY RIGHTS TO FRANCHISEE: (A) TO ITSELF OPERATE, OR TO GRANT OTHER PERSONS THE RIGHT TO OPERATE, "TCBY" STORES AT SUCH LOCATIONS AND ON SUCH TERMS AND CONDITIONS AS THE COMPANY DEEMS APPROPRIATE; AND (B) TO SELL THE PRODUCTS AND SERVICES AUTHORIZED FOR "TCBY" STORES UNDER THE MARKS OR OTHER TRADEMARKS, SERVICE MARKS AND COMMERCIAL SYMBOLS THROUGH SIMILAR OR DISSIMILAR CHANNELS OF DISTRIBUTION AND PURSUANT TO SUCH TERMS AND CONDITIONS AS THE COMPANY DEEMS APPROPRIATE; such products and/or services may include, but shall not be limited to, frozen dairy and other offices described desserts in Exhibit “B”soft serve, hard pack, and novelty forms as the COMPANY (or in any amendments heretoof its affiliates) may develop from time to time, as well as refrigerated yogurt and other dairy products, and such Additional Locations and Additional Offices as methods of distribution may be approved in strict accordance with this Agreement and the Operations Manual, from the time of commencement of the Franchised Business until the end of the term hereof. The Franchise applies only to Franchisee’s Locations, Subdivision Sales Offices, Satellite Offices and Administrative Offices duly approved by Franchisor in accordance with this Agreement and no other places of business, offices, or types of business, Franchisee acknowledges that Franchisor has granted and may in the future operate and/or grant other licenses and franchises for real estate brokerage businesses and acknowledges that there is no assurance of any kind that the Additional Locations or Additional Offices referenced herein will be available or approved. Franchisee shall retain the right to conduct businesses and perform services other than the Franchised Business without payment of Continuing Royalty or Advertising Fees measured by revenues derived therefrominclude, but subject to the restrictions on Acting as a Rea1 Estate Broker in any other real estate brokerage business under paragraph 9.13 hereofshall not be limited to, sales at sports arenas and stadiums, department stores, airports, toll road travel plazas, hospitals, office buildings, schools and colleges, and subject other non-store venues as well as sales to all other applicable provisions of this Agreement and the Operations Manual; PROVIDED, HOWEVER, FRANCHISEE SHALL NOT USE THE SERVICE MARKS (AS DEFINED HEREIN), OPERATIONAL TECHNIQUES, SERVICE CONCEPTS OR PROPRIETARY INFORMATION IN CONNECTION WITH SUCH BUSINESSES OR SERVICES WITHOUT THE EXPRESS PRIOR WRITTEN PERMISSION OF THE PRESIDENT OR OTHER EXECUTIVE OFFICER OF FRANCHISOR WHICH PERMISSION, IF GRANTED, SHALL BRING SUCH BUSINESSES OR SERVICES WITHIN THE SCOPE OF THE FRANCHISED BUSINESSwholesalers and/or distributors for resale.

Grant of Franchise. Franchisor hereby grants Pretzel Time xxxxxx xxxnts to Franchisee, Franchisee and Franchisee hereby acceptsagrees to undertake, a non-exclusive license and franchise (“Franchise”) to participate in and use during the System by conducting the Franchised Business at the Locations, Subdivision Sales Offices and other offices described in Exhibit “B”, or in any amendments hereto, and such Additional Locations and Additional Offices as may be approved in strict accordance with term of this Agreement and upon the Operations Manualterms and conditions stated in this Agreement, from the time right, license and privilege to operate, conduct, and do business and to use certain trade names, trademarks, service marks, logos, and other commercial symbols, including Pretzel Time (referred to as "Marks") solely and exclusively for the operation of commencement one retail franchise Unit (referred to as "Franchise"), which is in the form of the Franchised Business until the end of the term hereof. The Franchise applies only a (Store/Kiosk/Cart), and to Franchisee’s Locations, Subdivision Sales Offices, Satellite Offices sell those Products known as Pretzel Time pretzels and Administrative Offices duly other Pretzel Time-approved by Franchisor menu items and Products further described in Section 2 (hereinafter "Products") in accordance with this Agreement and no other places of business, offices, or types of business, Franchisee acknowledges that Franchisor has granted and may in the future operate and/or grant other licenses and franchises for real estate brokerage businesses and acknowledges that there is no assurance of any kind that the Additional Locations or Additional Offices referenced herein will be available or approved. Franchisee shall retain the right to conduct businesses and perform services other than the Franchised Business without payment of Continuing Royalty or Advertising Fees measured by revenues derived therefrom, but subject to the restrictions on Acting as a Rea1 Estate Broker in any other real estate brokerage business under paragraph 9.13 hereof, and subject to all other applicable provisions of this Agreement and the Operations Manual; PROVIDEDin accordance with rules, HOWEVERstandards, FRANCHISEE SHALL NOT USE THE SERVICE MARKS systems, and procedures as prescribed by Pretzel Time which may be changed, improved and further developed from time to time, (AS DEFINED HEREINhereinafter "Pretzel Time System"), OPERATIONAL TECHNIQUESat one (1) location only, SERVICE CONCEPTS OR PROPRIETARY INFORMATION IN CONNECTION WITH SUCH BUSINESSES OR SERVICES WITHOUT THE EXPRESS PRIOR WRITTEN PERMISSION OF THE PRESIDENT OR OTHER EXECUTIVE OFFICER OF FRANCHISOR WHICH PERMISSIONsuch location to be (hereinafter "Site"). Pretzel Time will not, IF GRANTEDas long as this Agreement is in effect and Franchisee is not in default, SHALL BRING SUCH BUSINESSES OR SERVICES WITHIN THE SCOPE OF THE FRANCHISED BUSINESSenfranchise or operate any other Pretzel Time Franchise within the following enclosed mall or building except as otherwise provided herein (hereinafter referred to as "Territory"): none. Franchisee has no territory other than the actual store location. Franchisee acknowledges that Franchisee has no rights outside of the actual store location and that Pretzel Time has the right to sell certain frozen products as Pretzel Time desires and Pretzel Time may conduct Pretzel Time's business as Pretzel Time so desires without hinderance from Franchisee. Franchisee shall not conduct the business of the Unit from any Site other than the Site specified, except as otherwise provided under this Agreement. The form of addendum to the Franchise Agreement used by Pretzel Time is attached hereto as Exhibit "J" to be used from time to time to add a satellite unit pursuant to the Satelite Unit Addendum.