Under the Bojangles franchise agreement, what state's laws govern the interpretation and construction of the agreement?

[Item 22: CONTRACTS]

ADDENDUM TO BOJANGLES EXPRESS FRANCHISE AGREEMENT REQUIRED BY THE STATE OF NEW YORK

This Addendum to the Bojangles Express Franchise Agreement dated ("Express Franchise Agreement") between BOJANGLES OPCO, LLC ("Franchisor") and ("Franchisee") is entered into simultaneously with the execution of the Express Franchise Agreement.

• 1. The provisions of this Addendum form an integral part of, and are incorporated into, the Express Franchise Agreement.

This Addendum is being executed because: (A) the offer or sale of a franchise to Franchisee was made in the State of New York; (B) Franchisee is a resident of the State of New York; and/or (C) the Restaurant will be located and/or operated in the State of New York.

• 2. Any provision in the Express Franchise Agreement that is inconsistent with the New York General Business Law, Article 33, Sections 680 – 695, may not be enforceable.

• 3. The following sentence is added to Section XV.A:

• We will not assign our rights under this Agreement, except to an assignee who in our good faith and judgment is willing and able to assume our obligations under this Agreement.

• 4. The following sentence is added to the end of Sections IX.G., XI.C., XV.G., XVIII.F., XX.D. and XXVI.D:

• Our right to obtain injunctive relief exists only after proper proofs are made and the appropriate authority has granted such relief.

• 5. The following sentence is added to the end of Section XXVI.B:

• Notwithstanding the foregoing, the New York Franchises Law shall govern any claim arising under that law.

• 6. Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Express Franchise Agreement.

• 7. Except as expressly modified by this Addendum, the Express Franchise Agreement remains unmodified in full force and effect.

[Item 22: CONTRACTS]

ADDENDUM TO THE BOJANGLES FRANCHISE AGREEMENT REQUIRED FOR NORTH DAKOTA FRANCHISEES

This Addendum to the Bojangles [Individual] [Express] [Renewal] Franchise Agreement dated ("Franchise Agreement") between BOJANGLES OPCO, LLC ("Franchisor") and ("Franchisee") is entered into simultaneously with the execution of the Franchise Agreement.

• 1. The provisions of this Addendum form an integral part of, and are incorporated into, the Franchise Agreement.

This Addendum is being executed because: (A) the offer or sale of a franchise to Franchisee was made in the State of North Dakota; (B) Franchisee is a resident of the State of North Dakota; and/or (C) the Restaurant will be located and/or operated in the State of North Dakota.

• 2. The North Dakota Securities Commissioner has held the following to be unfair, unjust, or inequitable to North Dakota franchisees (Section 51-19-09, N.D.C.C.):

• A.

Restrictive Covenants: Franchise disclosure documents which disclose the existence of covenants restricting competition contrary to Section 9-08-06, N.D.C.C., without further disclosing that such covenants will be subject to this statute.

• B.

Situs of Arbitration Proceedings: Franchise agreements providing that the parties must agree to arbitrate disputes at a location that is remote from the site of the franchisee's business.

• C.

Restriction on Forum: Requiring North Dakota franchisees to consent to the jurisdiction of courts outside of North Dakota.

• D.

Liquidated Damages and Termination Penalties: Requiring North Dakota franchisees to consent to liquidated damages or termination penalties.

• E.

Applicable Laws: Franchise agreements which specify that any claims arising under the North Dakota franchise law will be governed by the laws of a state other than North Dakota.

• F.

Waiver of Trial by Jury: Requiring North Dakota franchisees to consent to the waiver of a trial by jury.

• G.

[Item 22: CONTRACTS]

ADDENDUM TO THE BOJANGLES EXPRESS FRANCHISE AGREEMENT REQUIRED FOR RHODE ISLAND FRANCHISEES

This Addendum to the Bojangles Express Franchise Agreement dated ("Express Franchise Agreement") between BOJANGLES OPCO, LLC ("Franchisor") and ("Franchisee") is entered into simultaneously with the execution of the Express Franchise Agreement.

• 1. The provisions of this Addendum form an integral part of, and are incorporated into, the Express Franchise Agreement. This Addendum is being executed because: (A) the offer or sale of a franchise to Franchisee was made in the State of Rhode Island; (B) Franchisee is a resident of the State of Rhode Island; and/or (C) the Restaurant will be located and/or operated in the State of Rhode Island.
• 2. The following language is added to Sections XXVI.A. and B.:
• Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act."
• 3. Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Express Franchise Agreement.
• 4. Except as expressly modified by this Addendum, the Express Franchise Agreement remains unmodified and in full force and effect.
• 5. This Addendum may be executed in multiple counterparts, each of which when executed and delivered shall be deemed to be an original and all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Addendum by electronic transmission (including an electronic signature platform such as DocuSign or the transmission of a scanned PDF document) shall be effective as delivery of a manually executed counterpart of this Addendum.

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Source: Item 22 — CONTRACTS (FDD page 82)