the Franchise Agreement.

RIDER TO THE BFT FRANCHISE SPV, LLC FRANCHISE AGREEMENT FOR USE IN NEW YORK

(Conditions for Approval of Transfer) of the Franchise Agreement:

Notwithstanding the foregoing all rights enjoyed by Franchisee and any causes of action arising in Franchisee's favor from the provision of Article 33 of the General Business Law of the State of New York and the regulations issued there under shall remain in force to the extent required by the non-waiver provisions of GBL Sections 687.4 and 687.4, as amended.

1. Conditions for Approval of Transfer. The following sentence is added to the end of Section 14.2 (Conditions for Approval of Transfer) of the Franchise Agreement:

However, to the extent required by applicable law, no assignment will be made except to an assignee who, in Franchisor's good faith judgment, is willing and financially able to assume Franchisor's obligations under this Agreement.

1. Termination. The following sentence is added to the end of Section 15.1 (Termination of Franchise by Franchisor) of the Franchise Agreement:

Franchisee also may terminate this Agreement on any grounds available by law under the provisions of Article 33 of the General Business Law of the State of New York.

1. Governing Law; Consent to Jurisdiction. The following sentence is added to the end of Sections 16.1 (Governing Law) and 16.6 (Consent to Jurisdiction) of the Franchise Agreement:

This section shall not be considered a waiver of any right conferred upon Franchisee by the provisions of Article 33 of the New York General Business Law, as amended, and the regulations issued thereunder.

1. Franchise Questionnaires and Acknowledgements. No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor,

franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.

1. Receipts. Any sale made must be in compliance with § 683(8) of the Franchise Sale Act (N.Y. Gen. Bus. L. § 680 et seq.), which describes the time period a Franchise Disclosure Document (offering prospectus) must be provided to a prospective franchisee before a sale may be made. New York law requires a franchisor to provide the Franchise Disclosure Document at the earliest of the first personal meeting, ten (10) business days before the execution of the franchise or other agreement, or the payment of any consideration that relates to the franchise relationship.

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IN WITNESS WHEREOF, the parties have executed and delivered this Rider to be effective as of the effective date of the Franchise Agreement.

RIDER TO THE BFT FRANCHISE SPV, LLC FRANCHISE AGREEMENT FOR USE IN NORTH DAKOTA

1. Releases.The following is added to the end of Sections 3.2.C (Successor Franchise) and 14.2 (Conditions for Approval of Transfer) of the Franchise Agreement:

Any release required as a condition of renewal and/or assignment/transfer will not apply to the extent prohibited by the North Dakota Franchise Investment Law.

1. Covenants Not to Compete. The following is added to the end of Article 13 (Covenants Not to Compete) of the Franchise Agreement:

Covenants not to compete such as those mentioned above are generally considered unenforceable in the State of North Dakota; however, Franchisor will enforce the covenants to the maximum extent the law allows.

1. Lost Revenue Damages. The following language is added to the end of Section 15.3.J (Obligations of Franchisee upon Termination, Expiration or Non-Renewal) of the Franchise Agreement:

Franchisor and Franchisee acknowledge that certain parts of this provision might not be enforceable under the North Dakota Franchise Investment Law. Accordingly, this Section will not be enforced to the extent prohibited by applicable law.

1. Governing Law. Section 16.1 (Governing Law) of the Franchise Agreement is deleted in its entirety and replaced with the following language:

Except to the extent governed by the Federal Arbitration Act, the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051 etseq.), or other federal law, and except as otherwise required by North Dakota law, this Agreement, the franchise, and all claims arising from the relationship between Franchisor and Franchisee will be governed by the laws of the State of California, without regard to its conflict of laws rules, except that any state law regulating the sale of franchises or governing the relationship of a franchisor and its franchisee will not apply unless its jurisdictional requirements are met independently without reference to this section.

1. Mediation; Mandatory Binding Arbitration. Sections 16.3 (Mediation) and 16.4 (Mandatory Binding Arbitration) of the Franchise Agreement are supplemented by adding the following to the end of the Section:

Notwithstanding the foregoing, to the extent required by the North Dakota Franchise Investment Law (unless such a requirement is preempted by the Federal Arbitration Act), mediation or arbitration shall be held at a site to which Franchisor and Franchisee mutually agree.

1. Consent to Jurisdiction. Section 16.6 (Consent to Jurisdiction) of the Franchise Agreement is supplemented by adding the following to the end of the Section:

Notwithstanding the foregoing, to the extent required by the North Dakota Franchise Investment Law, Franchisee may bring an action in North Dakota for claims arising under the North Dakota Franchise Investment Law.

1. Waiver of Punitive Damages. The following is added to the end of Section 16.7 (Waiver of Punitive Damages) of the Franchise Agreement:

Franchisor and Franchisee acknowledge that certain parts of this provision might not be enforceable under the North Dakota Franchise Investment Law. However, Franchisor and Franchisee agree to enforce the provision to the extent the law allows.

• 1. Waiver of Jury Trial. To the extent required by the North Dakota Franchise Investment Law, Section 16.8 (Waiver of Jury Trial) of the Franchise Agreement is deleted.
• 1. Waiver of Class Actions; Limitation of Actions. The following is added to the end of Sections 16.9 (Waiver of Class Actions) and 16.12 (Limitation of Actions) of the Franchise Agreement:

The statutes of limitations under North Dakota Law applies with respect to claims arising under the North Dakota Franchise Investment Law.

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IN WITNESS WHEREOF, the parties have executed and delivered this Rider to be effective as of the effective date of the Franchise Agreement.

RIDER TO THE BFT FRANCHISE SPV, LLC FRANCHISE AGREEMENT FOR USE IN RHODE ISLAND

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 57–66)