UN) eure el oetelhgachee BERI 1101 Brickell Avenue, Suite 1400. Misi, Horde 33131 Diner 305-377-2291 ae Phone 305-945-1851 blanco Fe 786-219-1981 beeman@yblglawcom February 2, 2015 VIA US. MAIL and CERTIFIED MAIL RRR (7008 1140 0002 3737 6706) Sir Pizza of South Florida, LLC. as assignee of Jag Enterprises Group, LLC. and Jag Enterprises Group, LLC, 2840 South LeJeune Road Coral Gables, Florida 33146 With a copy to: VIA E-MAIL AND U.S. MAIL, Robert Zarco, Esq. Zarco Binhorn Salkowski & Brito 100 SE 2” Street, Suite 2700 Miami, Florida 33131 Re: Las Marianas Pizza of Sunset, LLC, et.al. v. Sir Plza Franchising, ne, et.al, ‘Miami-Dade Cireuit Court Case No. 14023944 CA 01 (40) NOTICE OF TERMINATION OF LICENSE Dear Sirs As you know, we represent the Licensor, Sir Pizza Franchising, Inc. (“Sir Pizza Franchising”), in connection with the September 29, 2009 Settlement Agreement and Grant of Development Rights (“the Agreement") between Sir Pizza Franchising and Sir Pizza of South Florida, LLC. (*SPSF”), as assignee of JAG Enterprises Group, LLC, ‘On October 14, 2014 we forwarded to you a copy of a Complaint filed in Miami-Dade Circuit Court against Sir Pizza Franchising and others. Subsequently, we forwarded a copy of the Amended Complaint, which simply embellished the claims made in the initial ‘MIAME + W TONSir Pizaa of South Florida, LLC. Jag Enterprises, LLC, and Robert Zarco, Esq, February 2, 2015 Page 2 Complaint (and dropped Sir Pizza Intemational as a party, due to lack of jurisdiction). ‘The claims in the Complaint and Amended Complaint arise out of SPSF's business dealings with four (4) of its sub-franchisees. Among the claims are that SPSP supplied outdated, false and, misleading financial information to the sub-franchisees in its Franchise Disclosure Documents (FDD); violated the FTC franchise rule; violated Florida statutory and common law; defrauded and misled the plaintiffs; and that Sir Pizza Franchising and Sir Pizza Intemational, Inc., Wendell Swartz and Boyd (Barry) Swartz are vicariously liable for the conduct of Sir Pizza South Florida and themselves violated state and federal common law and rules, all because of acts or omissions of SPSF. Section 6 of the Agreement between Sir Pizza Franchising and SPSF reads in pertinent part as follows: ‘A. Licensee [JAG and PSF] shall be solely responsible for ‘complying with all state and federal laws in connection ‘with the operation of its business and its sub-icencing and franchising, including, without limitation, preparing all necessary federal and state disclosure documents, licensing and franchising agreements and making all necessary state and/or federal filings necessary to offer and sell sub-licenses, business opportunities and/or franchises within the Protected Territory. Section 15 of the Agreement provides in pertinent part as follows: Indemnification, Licensee [JAG and SPSF] shall hold harmless find indemnity Licensor [Sir Pizen Franchising], its affiliates Sir Pizza International, Inc., .. and their respective officers, ireetors, executives, managers, members, partners, owners, employees, agents, suecessors and assigns from and against all, losses, damages, fines, costs, expenses or liability (including reasonable atlomeys’ fees and all other costs of litigation) YOUNG, BERMAN, KARPE & GONZALEZSir Pizza of South Florida, LLC. Jag Enterprises, LLC. and Robert Zarco, Bsa February 2, 2015 Page 3 incurred in connection with any action, suit, demand, l investigation or proceeding, or settlement thereof, that arises from or is hased upon Licensee's (A) ownership or operation of its business and/or Sir Pizza restaurant; (B) violation, breach, or asserted violation or breach of ¢ oF local aw, regulation ore; .. (D) Lieensee’s failure to comply with its ‘obligations pursuant to Section 6 ofthis Agreement .. and (F) with Licensee's business, including any negligent or intentional acts. (Emphasis ours.) 'SPSF has paid the frst request for indemnification, (On November 24, 2014, Sir Pizza Franchising, Sir Pizza International, Wendell Swartz and Boyd (Barry) Swartz (collectively “Indemnitees”) senta second request for indemnity inthe sum of $15,325.02 fo be paid within 30 days in accordance withthe notice requirements of Section 16 ofthe Agreement. ‘The 30 day period has expired and SPSF and JAG have failed to pay the indemnity sum, Accordingly NOTICE IS HEREBY GIVEN that all rights of SPSF and JAG under the Agreement (and any residual rights under the License Agreement dated November 3, 2008 (incorporated by reference into, and governed by the Agreement)! ‘are TERMINATED. Both SPSF and JAG shall immediately cease to use the Proprietary Marks and Confidential Information; shall pay all sums due to Sir Pizza Franchising; and shall comply with all other applicable provisions of this Agreement which survive termination. Demand is further made to forthwith assign to Sir Pizza Franchising all sub- licenses and franchises granted by SPSF. GOVERN YOURSELVES ACCORDINGLY. “The “Term” of any license forall of SPSF"s and JAG's franchise locations, including the one in Coral Gables that was originally granted through the Licensing Agreement, is governed by Section 4 ofthe Agreement. As such, a breach ofthe Agreement terminates all rights of SPSF and JAG t0 ‘operate or sub-license Sir Pizza Restaurants, including Coral Gables. YOUNG, BERMAN, KARP 8 GONZALEZSir Pizza of South Florida, LLC. Jag Enterprises, LLC, and Robert Zarco, Bsa February 2, 2015 Page 4 a ‘ANDREW S. BERMAN For the Firm co: Wendell Swartz YOUNG, BERMAN, KARP & GONZALEZ.