TO FOLLOW]*

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

BFT FRANCHISE SPV, LLC, a Delaware limited liability company [NAME OF DEVELOPER] Capacity:

RIDER TO THE BFT FRANCHISE SPV, LLC MULTI-UNIT AGREEMENT FOR USE IN MINNESOTA

1. Termination. The following sentence is added to the end of Section 8.A (Termination of Franchise by Franchisor) of the Multi-Unit Agreement:

However, with respect to franchises governed by Minnesota law, Franchisor will comply with Minnesota Statutes, Section 80C.14, Subd. 3, 4, and 5, which require (except in certain specified cases) that Developer be given 90 days' notice of termination (with 60 days to cure) of this Agreement.

1. Release. The following is added to the end of Section 9.B (Transfer of Interest - By Developer and its Owners) of the Multi-Unit Agreement:

Any release required as a condition of renewal and/or assignment/transfer will not apply to the extent prohibited by the Minnesota Franchises Law.

1. Governing Law. The following sentence is added to the end of Section 12.A (Governing Law) of the Multi-Unit Agreement:

Nothing in this Agreement will abrogate or reduce any of Developer's rights under the Minnesota Statutes Chapter 80C or Developer's right to any procedure, forum or remedies that the laws of the jurisdiction provide.

1. Other Proceeding (Right to Injunctive Relief). The following language is added to the end of Section 12.E (Other Proceeding (Right to Injunctive Relief)) of the Multi-Unit Agreement:

Notwithstanding the foregoing, a court will determine if a bond is required to obtain injunctive relief.

1. Consent to Jurisdiction. The following sentence is added to the end of Section 12.F (Consent to Jurisdiction) of the Multi-Unit Agreement:

Notwithstanding the foregoing, Minn. Stat. Section 80C.21 and Minn. Rule 2860.4400J prohibit Franchisor, except in certain specified cases, from requiring litigation to be conducted outside of Minnesota. Nothing in this Agreement shall abrogate or reduce any of Developer's rights under

Minnesota Statutes chapter 80C or Developer's right to any procedure, forum or remedies that the laws of the jurisdiction provide.

• 1. Waiver of Punitive Damages; Jury Trial. If and then only to the extent required by the Minnesota Franchises Law, Sections 12.G (Waiver of Punitive Damages) and 12.H (Waiver of Jury Trial) of the Multi-Unit Agreement are hereby deleted.
• 1. Limitation of Actions. The following is added to the end Section 12.K (Limitation of Actions) of the Multi-Unit Agreement:

; provided, however, that Minnesota law provides that no action may be commenced under Minn. Stat. Sec. 80C.17 more than 3 years after the cause of action accrues.

[SIGNATURE PAGE TO FOLLOW]

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

BFT FRANCHISE SPV, LLC, a Delaware limited liability company [NAME OF DEVELOPER] Capacity:

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

1. Termination. The following sentence is added to the end of Section 8.A (Termination of Franchise by Franchisor) of the Multi-Unit Agreement:

Developer 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. Transfer of Interest. The following sentence is added to the end of Section 9.B (Transfer of Interest; By Developer and its Owners) of the Multi-Unit 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. Release. The following is added to the end of Section 9.B (Transfer of Interest - By Developer and its Owners) of the Multi-Unit Agreement:

Notwithstanding the foregoing all rights enjoyed by Developer and any causes of action arising in Developer'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. Governing Law; Consent to Jurisdiction. The following sentence is added to the end of Sections 12.A (Governing Law) and 12.F (Consent to Jurisdiction):

This section shall not be considered a waiver of any right conferred upon Developer 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.

[SIGNATURE PAGE TO FOLLOW]

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

BFT FRANCHISE SPV, LLC, a Delaware limited liability company [NAME OF DEVELOPER] Capacity:

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

1. Covenants Regarding Competitive Activities. The following is added to the end of Section 6.A (Noncompetition Restrictions) of the Multi-Unit 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. Release. The following is added to the end of Section 9.B (Transfer of Interest - By Developer and its Owners) of the Multi-Unit 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. Governing Law. Section 12.A (Governing Law) of the Multi-Unit 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 Developer 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 12.C (Mediation) and 12.D (Mandatory Binding Arbitration) of the Multi-Unit Agreement are supplemented by adding the following to the end of each 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), arbitration shall be held at a site to which Franchisor and Developer mutually agree.

1. Consent to Jurisdiction. The following is added to the end of Section 12.F (Consent to Jurisdiction) of the Multi-Unit Agreement:

Notwithstanding the foregoing, to the extent required by the North Dakota Franchise Investment Law, Developer 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 12.G (Waiver of Punitive Damages) of the Multi-Unit 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 12.H (Waiver of Jury Trial) of the Multi-Unit Agreement is deleted.
• 1. Waiver of Class Actions; Limitation of Actions.

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