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Under what circumstances is the Bft Rider being signed?

Bft Franchise · 2025 FDD

Answer from 2025 FDD Document

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

THIS RIDER (this "Rider") is made and entered into by and between BFT FRANCHISE SPV,
LLC, a Delaware limited liability company with its principal business address at 17877 Von Karman Ave.,
Suite 100 Irvine, CA 92614 ("Franchisor"), and,
whose principal business address is ("Developer").
1. dated
Background. Franchisor and Developer are parties to that certain Multi-Unit Agreement
, 20 (the "Multi-Unit Agreement") that has been signed concurrently
with the signing of this Rider. This Rider supersedes any inconsistent or conflicting provisions of the Multi
Unit Agreement. Terms not otherwise defined in this Rider have the meanings as defined in the Multi-Unit
Agreement.
This Rider is annexed to and forms part of the Multi-Unit Agreement. This Rider is being
signed because (a) will be
the Studios that Developer will develop under the Multi-Unit Agreement
developed (b) any of the offering or sales activity relating to the Multi
in the State of Minnesota; and/or
Unit Agreement
occurred in the State of 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

THIS RIDER (this "Rider") is made and entered into by and between BFT FRANCHISE SPV,
LLC, a Delaware limited liability company with its principal business address at 17877 Von Karman Ave.,
Suite 100 Irvine, CA 92614 ("Franchisor"), and,
whose principal business address is ("Developer").
1. dated
Background. Franchisor and Developer are parties to that certain Multi-Unit Agreement
, 20 (the "Multi-Unit Agreement") that has been signed concurrently
with the signing of this Rider. This Rider supersedes any inconsistent or conflicting provisions of the Multi
Unit Agreement. Terms not otherwise defined in this Rider have the meanings as defined in the Multi-Unit
Agreement.
This Rider is annexed to and forms part of the Multi-Unit Agreement. This Rider is being
signed because (a) an offer to sell is made in the State of New York; or (b) an offer to buy is accepted in
the State of New York; or (c) if Developer is domiciled in the State of New York, the Studio is or will be
developed in the State of 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

THIS RIDER (this "Rider") is made and entered into by and between BFT FRANCHISE SPV,
LLC, a Delaware limited liability company with its principal business address at 17877 Von Karman Ave.,
Suite 100 Irvine, CA 92614 ("Franchisor"), and,
whose principal business address is ("Developer").

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

What This Means (2025 FDD)

According to Bft's 2025 Franchise Disclosure Document, the Rider is signed concurrently with the Franchise Agreement. This Rider modifies the Franchise Agreement and is triggered under specific conditions related to certain states.

For franchisees, the Rider is signed if an offer to sell the franchise was made in North Dakota, or if the franchisee is domiciled in North Dakota, or if the studio that the franchisee operates is or will be operated in North Dakota. Similarly, if the franchisee is a resident of Minnesota, or the studio will be located in Minnesota, or any sales activity relating to the Franchise Agreement occurred in Minnesota, the Rider is signed. For developers, the Rider is signed if an offer to sell is made or accepted in Rhode Island, or the developer is a resident of Rhode Island, or the studios the developer develops will be operated in Rhode Island.

Essentially, the Bft Rider appears to address specific legal requirements or considerations in these states, ensuring that the franchise agreement complies with local laws. The Rider takes precedence over any conflicting terms in the standard Franchise Agreement, so franchisees should carefully review it to understand their rights and obligations in their specific state.

Prospective franchisees should pay close attention to which Rider applies to them based on their location or where the franchise was offered, as the terms can vary. It is also important to understand how the Rider modifies the original Franchise Agreement and to seek legal counsel if needed.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.