Buns_On_Fire 2025 Franchise FAQ - FDD Ninja

Question 1

According to Buns On Fire, what must the franchisee do within 90 days of attaining possession of the premises and being furnished with plans and specifications?

Accepted Answer

Within ninety (90) days after attaining possession of the premises of the Franchised Business and being furnished with the above-described plans and specifications, Franchisee will do, or cause to be done the following:

- (i.) Secure all financing required to fully develop the Franchised Business;
- (ii.) Prepare, at Franchisee's expense, and submit to Franchisor for approval, which approval may be granted or withheld at the Frhisor's sole discretion, any and all proposed modifications to the Franchisor's prototype or protostyle plans and specifications, which may be modified only to the extent necessary to comply with applicable ordinances, building codes, permit requirements and lease or deed requirements and restrictions, all such modifications being subject to prior notification to, and approval by, the Franchisor;
- (iii.) Obtain all required building, utility, sign, health, sanitation and business permits and licenses, and any other required permits and licenses;
- (iv.) Construct all required improvements to the premises, purchase and install all required fixtures and equipment and decorate the premises with required branded décor in compliance with plans and specifications approved by the Franchisor; and
- (v.) Purchase, in accordance with the Franchisor's specifications and requirements, an opening inventory of proprietary food items, Products, ingredients and other products and supplies required for the opening of the Franchised Business.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 2

What was the total number of Buns On Fire outlets opened in 2024?

Accepted Answer

| State  | Year | Outlets at Start of Year | Outlets Opened | Termi nations | Non Renewals | Reacquired by Franchisor | Ceased Operations Other Reasons | Outlets at End of the Year |
|--------|------|--------------------------------|-------------------|------------------|-----------------|--------------------------------|------------------------------------------|----------------------------------|
|        | 2023 | 0                              | 1                 | 0                | 0               | 0                              | 0                                        | 1                                |
| IL     | 2024 | 1                              | 1                 | 0                | 0               | 0                              | 0                                        | 2                                |
|        | 2025 | 2                              | 0                 | 0                | 0               | 0                              | 0                                        | 2                                |
|        | 2023 | 0                              | 1                 | 0                | 0               | 0                              | 0                                        | 1                                |
| Totals | 2024 | 1                              | 1                 | 0                | 0               | 0                              | 0                                        | 2                                |
|        | 2025 | 2                              | 0                 | 0                | 0               | 0                              | 0                                        | 2                                |

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 45–47)

Question 3

What is the total projected number of new Buns On Fire company-owned outlets expected to open in the next fiscal year, according to the provided table?

Accepted Answer

| State  | License Agreements Signed But Outlet Not Opened | Projected New Franchised Outlets in Next Fiscal Year | Projected New Company Owned Outlets in Next Fiscal Year |
|--------|-------------------------------------------------------|------------------------------------------------------------|---------------------------------------------------------------|
| WI     | 0                                                     | 1                                                          | 0                                                             |
| TX     | 0                                                     | 1                                                          | 0                                                             |
| NY     | 0                                                     | 1                                                          | 0                                                             |
| CA     | 0                                                     | 1                                                          | 0                                                             |
| IL     | 0                                                     | 0                                                          | 1                                                             |
| Totals |                                                       | 4                                                          | 1                                                             |

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 45–47)

Question 4

Is the additional pre-opening assistance provided by Buns On Fire the same for all franchisees?

Accepted Answer

**SMYA VENTURES LLC**

## **EXHIBIT "F" STATE SPECIFIC ADDENDA CALIFORNIA ADDENDUM TO FRANCHISE AGREEMENT**

- 3. Section 4.01 of the Franchisee Agreement shall be amended to add the following language:

"Notwithstanding the foregoing, payment of the Initial Franchise Fee shall be deferred until we have satisfied our pre-opening obligations, and you have commenced operation of your Buns on Fire Restaurant."

SMYA VENTURES LLC
#### **HAWAII ADDENDUM TO FRANCHISE AGREEMENT**

1. Section 4.01 of the Franchisee Agreement shall be amended to add the following language:

"Notwithstanding the foregoing, payment of the Initial Franchise Fee shall be deferred until we have satisfied our pre-opening obligations and you have commenced operation of your Buns on Fire Restaurant."

#### **SOUTH DAKOTA ADDENDUM TO FRANCHISE AGREEMENT**

1. Section 4.01 of the Franchisee Agreement shall be amended to add the following language:

"Notwithstanding the foregoing, payment of the Initial Franchise Fee shall be deferred until we have satisfied our pre-opening obligations and you have commenced operation of your Buns on Fire Restaurant."

#### **VIRGINIA ADDENDUM TO FRANCHISE AGREEMENT**

1. Section 4.01 of the Franchisee Agreement shall be amended to add the following language:

"The Virginia State Corporation Commission's Division of Securities and Retail Franchising requires us to defer payment of the initial franchise fee and other initial payments owed by franchisees to the franchisor until the franchisor has completed its pre-opening obligations under the franchise agreement."

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 5

For a Buns On Fire franchise, can the required business hours differ from one franchisee to another, and if so, what is the basis for these differences?

Accepted Answer

Franchisee recognizes that continuous and daily operation of the Franchised Business is essential to the adequate promotion of the Franchised Business and that any failure to provide such availability affects Franchisor both locally and nationally. Franchisee shall be open and conduct business during normal and customary business hours in the market where the Franchise Business is located or as prescribed in the Confidential Operations Manual, or as required by any lease if different, except where prohibited or otherwise regulated by a governmental authority, including any state or local licensing authority, and shall otherwise conduct the Franchised Business in accordance with generally accepted business standards. These requirements may be changed by Franchisor from time to time in its sole discretion, upon reasonable notice to Franchisee and may differ from one franchisee to another based upon the specific characteristics of a particular location.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 6

What are the initial fees for a Buns On Fire franchise (Item 5) and how do they relate to the other fees listed in Item 6?

Accepted Answer

M 5: INITIAL FEES**

#### **Initial Fee**

The initial franchise fee for the right to operate a single full sized Franchise Business is between \$40,000 and \$60,000 **("Initial Franchise Fee").**

This fee is non-refundable and is (1) fully payable upon execution of the Franchise Agreement and (2) deemed fully earned by us upon receipt.

#### **Initial Inventory**

You will purchase from us or one of our Affiliates an initial proprietary inventory package for your Franchise Business. This initial proprietary inventory package contains the proprietary spices and other inventory items which are required to be purchased from us or one of our Affiliates pursuant to Item 8 hereof prior to the opening of your Buns on Fire Restaurant (the **"Initial Proprietary Inventory Package").** The initial proprietary inventory package **("Initial Proprietary Inventory Package Fee")** cost is expected to between \$10,000 to \$30,000. There are additional supplies such as certain perishable food items you will purchase from third-party suppliers. The Initial Proprietary Inventory Package may not include all the inventory and equipment required to operate your Buns on Fire Restaurant. It is your responsibility to obtain the balance of any inventory and equipment necessary to operate the Buns on Fire Restaurant.

Question 7

How does the initial franchise fee for Buns On Fire (Item 5) compare to the potential relocation fee (Item 6)?

Accepted Answer

The initial franchise fee for the right to operate a single full sized Franchise Business is between $40,000 and $60,000 **("Initial Franchise Fee").**

This fee is non-refundable and is (1) fully payable upon execution of the Franchise Agreement and (2) deemed fully earned by us upon receipt.

In the event that Franchisee's request to modify or change location is approved by the Franchisor, the Franchisee will be required, and must sign, Franchisor's then-current form of the Franchise Agreement. The then-current Franchise Agreement may contain different terms and conditions, for a term that may be equal to the remaining term of this Agreement. Unless we grant you a term that is longer than the remaining term under this Franchise Agreement, you will not be required make an Initial Franchise Fee payment for the relocated Franchised Business. However, you will be required to pay a Relocation Fee of twenty-five hundred dollars ($2,500) to us upon execution of the new Franchise Agreement.

Question 8

What is the range of the Initial Franchise Fee for a Buns On Fire franchise (Item 5), and how does this relate to the potential Liquidated Damages if the Franchise Agreement is terminated for cause (Item 6)?

Accepted Answer

[Item 5: INITIAL FEES]

#### **ITEM 5: INITIAL FEES**

#### **Initial Fee**

The initial franchise fee for the right to operate a single full sized Franchise Business is between $40,000 and $60,000 **("Initial Franchise Fee").**

This fee is non-refundable and is (1) fully payable upon execution of the Franchise Agreement and (2) deemed fully earned by us upon receipt.

| Liquidated Damages | Varies | If we terminate the Franchise Agreement for cause | Liquidated Damages equal to the average monthly royalties that you paid us during the 12 months preceding termination multiplied by 24 or the number of months remaining in your franchise term, whichever is higher. |
|---|---|---|---|

Question 9

What is the relationship between the initial fee for a Buns On Fire franchise (Item 5) and the estimated initial investment (Item 7)?

Accepted Answer

age-18-3"> | Type of Expenditure | Amount | Method of Payment | When due | To whom payment is to be made | |---|---|---|---|---| | Initial Franchise Fee3 | $40,000 to $60,000 | Lump Sum | Upon execution of the Franchise Agreement | Us | | Travel Expenses to | $2,000 to $10,000 | As Incurred | As Incurred | Third Parties | | Attend Training4 | | | | | | Real Property5 | $3,000 to $10,000 | As agreed | As agreed | Landlord or land owner | | Build- | $150,000 to | As agreed | As agreed | Suppliers | | Out/Construction6 | $250,000 | | | | | Fixture Package7 | $20,000 to $40,000 | As agreed | As agreed | Suppliers | | Initial Inventory8 | $8,000 to $15,000 | As incurred | As incurred | Us (or our Designated Affiliate) and Suppliers | | Marketing | $2,000 to $7,000 | As incurred | As incurred | Suppliers | | Supplies9 | | | | | [¹⁰](#page-18-1) This estimate is for the cost of purchasing signage for your Franchise Business that meets our specifications. [¹¹](#page-18-3) This includes the cost of the computer hardware, peripherals, and software that will serve as your pointof-sale computer system, cash drawer and the maintenance agreement for that system. [¹²](#page-18-5) You must carry insurance. The amount set forth above represents an estimate of the premiums required for general liability, workers' compensation, public liability and property damage, cyber risk and other insurance requirements. See Item 8 for more details.

Question 10

What is the relationship between the initial fee for a Buns On Fire franchise (Item 5) and the franchisee's obligations regarding trademarks (Item 13)?

Accepted Answer

red to be disclosed in this item. #### **ITEM 5: INITIAL FEES** #### **Initial Fee** The initial franchise fee for the right to operate a single full sized Franchise Business is between \$40,000 and \$60,000 **("Initial Franchise Fee").** This fee is non-refundable and is (1) fully payable upon execution of the Franchise Agreement and (2) deemed fully earned by us upon receipt. #### **Initial Inventory** You will purchase from us or one of our Affiliates an initial proprietary inventory package for your Franchise Business. This initial proprietary inventory package contains the proprietary spices and other inventory items which are required to be purchased from us or one of our Affiliates pursuant to Item 8 hereof prior to the opening of your Buns on Fire Restaurant (the **"Initial Proprietary Inventory Package").** The initial proprietary inventory package **("Initial Proprietary Inventory Package Fee")** cost is expected to between \$10,000 to \$30,000. There are additional supplies such as certain perishable food items you will purchase from third-party suppliers. The Initial Proprietary Inventory Package may not include all the inventory and equipment required to operate your Buns on Fire Restaurant. It is your responsibility to obtain the balance of any inventory and equipment necessary to operate the Buns on Fire Restaurant. **ITEM 6: OTHER FEES** | Type of Fee1 | Amount | Due Date | Remarks | |------------------------------------|-----------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | Royalty | 6% of Gross Revenue2 | Payable monthly.

Question 11

What is the relationship between the initial fee for a Buns On Fire franchise (Item 5) and the franchisor's assistance (Item 11)?

Accepted Answer

The initial franchise fee for the right to operate a single full sized Franchise Business is between $40,000 and $60,000 **("Initial Franchise Fee").**

This fee is non-refundable and is (1) fully payable upon execution of the Franchise Agreement and (2) deemed fully earned by us upon receipt.

Our operational training program consists of a total of approximately two (2) weeks of instruction concerning all aspects of the operation and management of the Franchise Business, including review and discussion of the Operations Manual and other detailed aspects of the operation of your business. The cost for training your management team (up to two (2) members) is included in the Initial Franchise Fee. If you request that we provide our initial training program to additional trainees, whether before your Franchise Business opens or while it is operating, you must pay our then-current training fee for each additional trainee. The training will take place at the Buns on Fire Restaurant location that we designate that is convenient for all parties. Our training program is mandatory and is conducted throughout the year on an "as-needed" basis. All training must be completed to our satisfaction. You must pay all expenses that you and your team incur while attending our training program and any refresher training program that we require, including travel, lodging, meals, and applicable wages. If you fail to complete our training program to our satisfaction, we have the right to terminate your Franchise Agreement without providing you a refund of the initial franchise fee.

Question 12

What is the relationship between the initial fee for a Buns On Fire franchise (Item 5) and the franchisor's obligations regarding trademarks (Item 13)?

Accepted Answer

In recognition of the requirements of the Minnesota Franchises Law, Minn. Stat. §§ 80C.01 through 80C.22, and of the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce, Minn. Rules §§ 2860.0100 through 2860.9930, the Franchise Disclosure Document for Buns on Fire, for use in the State of Minnesota shall be amended to include the following:

1. Item 13, "Trademarks," shall be amended by the addition of the following paragraph at the end of the Item:

Pursuant to Minnesota Stat. Sec. 80C.12, Subd. 1(g), we are required to protect any rights which you have to use our proprietary marks.

Question 13

What is the relationship between the initial fee for a Buns On Fire franchise (Item 5) and the potential for liquidated damages (Item 6) if the franchise agreement is terminated?

Accepted Answer

age-17-3"> | Liquidated Damages | Varies | If we terminate the Franchise Agreement for cause | Liquidated Damages equal to the average monthly royalties that you paid us during the 12 months preceding termination multiplied by 24 or the number of months remaining in your franchise term, whichever is higher. | |---|---|---|---| | Relocation Fee | S2,500 | If you request permission to relocate your Franchise Business | This covers our costs related to your relocation request. |^<sup>3 This is the initial franchise fee for a single unit only. See Item 5.

Question 14

What is the relationship between the initial fee for a Buns On Fire franchise (Item 5) and the relocation fee (Item 6)?

Accepted Answer

ocation, the Franchisee must be current in all obligations to Franchisor, whether under this Agreement or any other agreement, and must not be defaulting under this or any other agreement with Franchisor.

In the event that Franchisee's request to modify or change location is approved by the Franchisor, the Franchisee will be required, and must sign, Franchisor's then-current form of the Franchise Agreement. The then-current Franchise Agreement may contain different terms and conditions, for a term that may be equal to the remaining term of this Agreement. Unless we grant you a term that is longer than the remaining term under this Franchise Agreement, you will not be required make an Initial Fr

Question 15

What is the relationship between the initial inventory purchase for Buns On Fire (Item 5) and the estimated initial investment (Item 7)?

Accepted Answer

us upon receipt.

#### **Initial Inventory**

You will purchase from us or one of our Affiliates an initial proprietary inventory package for your Franchise Business. This initial proprietary inventory package contains the proprietary spices and other inventory items which are required to be purchased from us or one of our Affiliates pursuant to Item 8 hereof prior to the opening of your Buns on Fire Restaurant (the **"Initial Proprietary Inventory Package").** The initial proprietary inventory package **("Initial Proprietary Inventory Package Fee")** cost is expected to between \$10,000 to \$30,000. There are additional supplies such as certain perishable food items you will purchase from third-party suppliers. The Initial Proprietary Inventory Package may not include all the inventory and equipment required to operate your Buns on Fire Restaurant. It is your responsibility to obtain the balance of any inventory and equipment necessary to operate the Buns on Fire Restaurant.

Question 16

What is the relationship between the initial inventory purchase for Buns On Fire (Item 5) and the relocation fee (Item 6)?

Accepted Answer

us upon receipt. #### **Initial Inventory** You will purchase from us or one of our Affiliates an initial proprietary inventory package for your Franchise Business. This initial proprietary inventory package contains the proprietary spices and other inventory items which are required to be purchased from us or one of our Affiliates pursuant to Item 8 hereof prior to the opening of your Buns on Fire Restaurant (the **"Initial Proprietary Inventory Package").** The initial proprietary inventory package **("Initial Proprietary Inventory Package Fee")** cost is expected to between \$10,000 to \$30,000. There are additional supplies such as certain perishable food items you will purchase from third-party suppliers. The Initial Proprietary Inventory Package may not include all the inventory and equipment required to operate your Buns on Fire Restaurant. It is your responsibility to obtain the balance of any inventory and equipment necessary to operate the Buns on Fire Restaurant. **ITEM 6: OTHER FEES** | Type of Fee1 | Amount | Due Date | Remarks | |------------------------------------|-----------------------------------------------------------------------------------------------------|---

Question 17

What is the relationship between the relocation fee for Buns On Fire (Item 6) and the estimated initial investment (Item 7)?

Accepted Answer

| Liquidated Damages | Varies | If we terminate the Franchise Agreement for cause | Liquidated Damages equal to the average monthly royalties that you paid us during the 12 months preceding termination multiplied by 24 or the number of months remaining in your franchise term, whichever is higher. |
|---|---|---|---|
| Relocation Fee | S2,500 | If you request permission to relocate your Franchise Business | This covers our costs related to your relocation request. |

Question 18

What is the relationship between the relocation fee for Buns On Fire (Item 6) and the franchisee's obligations regarding trademarks (Item 13)?

Accepted Answer

The franchise location described in Exhibit "A" may not be modified or changed by the Franchisee without Franchisor's prior written approval. The Franchisee must request Franchisor's prior written approval in writing. To modify or change location, the Franchisee must be current in all obligations to Franchisor, whether under this Agreement or any other agreement, and must not be defaulting under this or any other agreement with Franchisor.

In the event that Franchisee's request to modify or change location is approved by the Franchisor, the Franchisee will be required, and must sign, Franchisor's then-current form of the Franchise Agreement. The then-current Franchise Agreement may contain different terms and conditions, for a term that may be equal to the remaining term of this Agreement. Unless we grant you a term that is longer than the remaining term under this Franchise Agreement, you will not be required make an Initial Franchise Fee payment for the relocated Franchised Business. However, you will be required to pay a Relocation Fee of twenty-five hundred dollars ($2,500) to us upon execution of the new Franchise Agreement.

#### **2.10 De-identification of Original Approved Location**

In the event of a relocation of the Franchised Business, Franchisee shall promptly remove from the first Franchised Business premises, and discontinue using for any purposes, any and all signs, fixtures, furniture, posters, furnishings, equipment, menus, advertising materials, stationery supplies, forms and other articles which display any of the Marks or any distinctive features or designs associated with Buns on Fire. Furthermore, Franchisee shall, at Franchisee's expense, immediately make such modifications or alterations as may be necessary to distinguish the first Franchised Business so clearly from its former appearance and from other Buns on Fire restaurants and to prevent any possibility of confusion therewith by the public (including, without limitation, removal of all distinctive physical and structural features identifying Buns on Fire and removal of all distinctive signs and emblems). Franchisee shall, at Franchisee's expense, make such specific additional changes as the Franchisor may reasonably request for this purpose. If Franchisee fails to initiate immediately or complete such alterations within such period of time as the Franchisor deems appropriate, Franchisee agrees that the Franchisor or its designated agents may enter the premises of the first Franchised Business and adjacent areas at any time to make such alterations, at Franchisee's sole risk and expense, without responsibility for any actual or consequential damages to the property of Franchisee or others, and without liability for trespass or other tort or criminal act. Franchisee expressly acknowledges that Franchisee's failure to make such alterations will cause irreparable injury to the Franchisor and consents to entry, at Franchisee's expense, of an ex-parte order by a court of competent jurisdiction authorizing the Franchisor or its agents to take such action, if the Franchisor seeks such an order. Compliance with the foregoing shall be a condition subsequent to the Franchisor's approval of any relocation request by Franchisee, and in the event complete de-identification of the first Franchised Business premises is not promptly and completely undertaken, the Franchisor may then revoke its permission for relocation and declare a default under this Agreement pursuant to Article XVII hereof.

Question 19

What is the relationship between the relocation fee for Buns On Fire (Item 6) and the franchisor's obligations regarding trademarks (Item 13)?

Accepted Answer

The franchise location described in Exhibit "A" may not be modified or changed by the Franchisee without Franchisor's prior written approval. The Franchisee must request Franchisor's prior written approval in writing. To modify or change location, the Franchisee must be current in all obligations to Franchisor, whether under this Agreement or any other agreement, and must not be defaulting under this or any other agreement with Franchisor.

In the event that Franchisee's request to modify or change location is approved by the Franchisor, the Franchisee will be required, and must sign, Franchisor's then-current form of the Franchise Agreement. The then-current Franchise Agreement may contain different terms and conditions, for a term that may be equal to the remaining term of this Agreement. Unless we grant you a term that is longer than the remaining term under this Franchise Agreement, you will not be required make an Initial Franchise Fee payment for the relocated Franchised Business. However, you will be required to pay a Relocation Fee of twenty-five hundred dollars ($2,500) to us upon execution of the new Franchise Agreement.

In the event of a relocation of the Franchised Business, Franchisee shall promptly remove from the first Franchised Business premises, and discontinue using for any purposes, any and all signs, fixtures, furniture, posters, furnishings, equipment, menus, advertising materials, stationery supplies, forms and other articles which display any of the Marks or any distinctive features or designs associated with Buns on Fire. Furthermore, Franchisee shall, at Franchisee's expense, immediately make such modifications or alterations as may be necessary to distinguish the first Franchised Business so clearly from its former appearance and from other Buns on Fire restaurants and to prevent any possibility of confusion therewith by the public (including, without limitation, removal of all distinctive physical and structural features identifying Buns on Fire and removal of all distinctive signs and emblems). Franchisee shall, at Franchisee's expense, make such specific additional changes as the Franchisor may reasonably request for this purpose. If Franchisee fails to initiate immediately or complete such alterations within such period of time as the Franchisor deems appropriate, Franchisee agrees that the Franchisor or its designated agents may enter the premises of the first Franchised Business and adjacent areas at any time to make such alterations, at Franchisee's sole risk and expense, without responsibility for any actual or consequential damages to the property of Franchisee or others, and without liability for trespass or other tort or criminal act. Franchisee expressly acknowledges that Franchisee's failure to make such alterations will cause irreparable injury to the Franchisor and consents to entry, at Franchisee's expense, of an ex-parte order by a court of competent jurisdiction authorizing the Franchisor or its agents to take such action, if the Franchisor seeks such an order. Compliance with the foregoing shall be a condition subsequent to the Franchisor's approval of any relocation request by Franchisee, and in the event complete de-identification of the first Franchised Business premises is not promptly and completely undertaken, the Franchisor may then revoke its permission for relocation and declare a default under this Agreement pursuant to Article XVII hereof.

1. Item 13, "Trademarks," shall be amended by the addition of the following paragraph at the end of the Item:

Pursuant to Minnesota Stat. Sec. 80C.12, Subd. 1(g), we are required to protect any rights which you have to use our proprietary marks.

Question 20

What is the relationship between the relocation fee for Buns On Fire (Item 6) and the territorial rights described in Item 12?

Accepted Answer

e shall select the location of the Franchised Business, subject to the Franchisor's approval, within ninety (90) days after the effective date of this Agreement.

#### **1.3 No Change of Franchise Location**

The franchise location described in Exhibit "A" may not be modified or changed by the Franchisee without Franchisor's prior written approval. The Franchisee must request Franchisor's prior written approval in writing. To modify or change location, the Franchisee must be current in all obligations to Franchisor, whether under this Agreement or any other agreement, and must not be defaulting under this or any other agreement with Franchisor.

In the event that Franchisee's request to modify or change location is approved by the Franchisor, the Franchisee will be required, and must sign, Franchisor's then-current form of the Franchise Agreement. The then-current Franchise Agreement may contain different terms and conditions, for a term that may be equal to the remaining term of this Agreement. Unless we grant you a term that is longer than the remaining term under this Franchise Agreement, you will not be required make an Initial Franchise Fee payment for the relocated Franchised Business. However, you will be required to pay a Relocation Fee of twenty-five hundred dollars (\$2,500) to us upon execution of the new Franchise Agreement.

#### **1.4 Rights Reserved to Franchisor**

Except as limited by Section 1.1, Franchisor and its affiliates retain all rights to establish and operate Franchised Businesses and to use the Marks outside of Franchisee's Protected Territory, including, without limitation:

(i.) to establish and operate and granting others the rights to establishing and operating a Buns on Fire restaurant or other venues offering and selling premium halal cuisine and other identical, comparable, or related goods and services through the same, similar or dissimilar channels of

- distribution under trade and service marks other than the Marks and under any terms and conditions Franchisor deems appropriate at the sole discretion of the Franchisor;
- (ii.) to produce, offer and sell, and granting others the rights to establishing and operating a Buns on Fire restaurant or other venue offering and selling premium halal cuisine and other identical, comparable, or related goods and services through the same, similar, or dissimilar channels of distribution under the Marks and under any terms and conditions the Franchisor deems appropriate at the sole discretion of the Franchisor;

Question 21

What states besides New York and Rhode Island have specific deadlines for receiving the Buns On Fire FDD?

Accepted Answer

are met independently without reference to this Addendum to the Disclosure Document.

#### **ADDENDUM TO FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF HAWAII**

In recognition of the requirements of the Hawaii Franchise Investment Law, Hawaii Rev. Stat. §§ 428E-, et seq., the Franchise Disclosure Document for Buns on Fire, for use in the State of Hawaii shall be amended as follows:

> THESE FRANCHISES WILL BE/HAVE BEEN FILED UNDER THE FRANCHISE INVESTMENT LAW OF THE STATE OF HAWAII. FILING DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR ENDORSEMENT BY THE DIRECTOR OF COMMERCE AND CONSUMER AFFAIRS OR A FINDING BY THE DIRECTOR OF COMMERCE AND CONSUMER AFFAIRS THAT THE INFORMATION PROVIDED HEREIN IS TRUE, COMPLETE AND NOT MISLEADING.

> THE FRANCHISE INVESTMENT LAW MAKES IT UNLAWFUL TO OFFER OR SELL ANY FRANCHISE IN THIS STATE WITHOUT FIRST PROVIDING TO THE PROSPECTIVE FRANCHISEE, OR SUBFRANCHISOR, AT LEAST SEVEN (7) DAYS PRIOR TO THE EXECUTION BY THE PROSPECTIVE FRANCHISEE OF ANY BINDING FRANCHISE OR OTHER AGREEMENT, OR AT LEAST SEVEN (7) DAYS PRIOR TO THE PAYMENT OF ANY CONSIDERATION BY THE FRANCHISEE, OR SUBFRANCHISOR, WHICHEVER OCCURS FIRST, A COPY OF THE DISCLOSURE DOCUMENT, TOGETHER WITH A COPY OF ALL PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE.

> THIS DISCLOSURE DOCUMENT CONTAINS A SUMMARY ONLY OF CERTAIN MATERIAL PROVISIONS OF THE FRANCHISE AGREEMENT. THE CONTRACT OR AGREEMENT SHOULD BE REFERRED TO FOR A STATEMENT OF ALL RIGHTS, CONDITIONS RESTRICTIONS AND OBLIGATIONS OF BOTH THE FRANCHISOR AND THE FRANCHISEE.

Each provision of this Addendum shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Hawaii Franchise Investment Law are met independently without reference to this Addendum to the Disclosure Document.

#### **ADDENDUM TO FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF ILLINOIS**

By reading this disclosure document, you are not agreeing to, acknowledging, or making any representations whatsoever to the Franchisor and its affiliates.

Illinois law governs the Franchise Agreement.

In conformance with Section 4 of the Illinois Franchise Disclosure Act, any provision in a franchise agreement that designates jurisdiction and venue in a forum outside of the State of Illinois is void. However, a franchise agreement may provide for arbitration to take place outside of Illinois.

Your rights upon Termination and Non-Renewal of an agreement are set forth in Section 19 and Section 20 of the Illinois Franchise Disclosure Act.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 22

Under what condition is the Buns On Fire franchisee prohibited from assigning occupancy rights or extending/renewing the lease?

Accepted Answer

The lease for the premises of the franchised business shall be submitted to Franchisor for its written approval prior to execution by Franchisee and the Lessor, and shall contain the following terms and conditions:

- 4. That Franchisee may not assign all or any part of its occupancy rights, or extend the term or renew the lease, without Franchisor's prior written consent.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 23

According to the Buns On Fire Exhibit H Questionnaire, do the questions apply to communications with a transferring franchisee if purchasing an existing store?

Accepted Answer

## **EXHIBIT "H" QUESTIONNAIRE**

If you are purchasing an existing store from an existing Franchisee, you may have received information from the transferring Franchisee. That is a separate process. The questions below do not apply to any communications that you had with the transferring Franchisee.

Please review and respond to each of the following questions.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 24

According to the Buns On Fire franchise agreement, can the franchisor deny renewal if the franchisee does not operate and maintain the franchised business according to the agreement's terms?

Accepted Answer

#### **4.5 Franchisor's Right to Deny Renewal**

The Franchisor expressly reserves the right to deny Franchisee's renewal in the event that Franchisee abandons Franchisee's Franchised Business or in the event the Franchisee ceases to operate and maintain Franchisee's Franchised Business in accordance with the terms of this Agreement.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 25

According to the Buns On Fire Hawaii Addendum, what condition must be met for each provision of the addendum to be effective?

Accepted Answer

Each provision of this Addendum shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Hawaii Franchise Investment Law are met independently without reference to this Addendum to the Disclosure Document.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 26

According to the Buns On Fire lease agreement, is the Lessor obligated to provide sales data to Buns On Fire?

Accepted Answer

- b. "Lessee hereby agrees that Lessor may, upon the written request of Buns on Fire, disclose to Buns on Fire all reports, information or data in Lessor's possession with respect to sales made in, upon, or from the leased premises."

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 27

Does the Buns On Fire addendum to the Franchise Disclosure Document supersede the original document in Indiana?

Accepted Answer

, or (ii) disclaiming reliance on behalf of the Franchisor. This provision supersedes any other term of any document executed in connection with the franchise.

#### **ADDENDUM TO FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF INDIANA**

In recognition of the requirements of the Indiana Franchise Disclosure Law, Indiana Code §§ 23-2-2.5- 1 to 23-2-2.5-51, and the Indiana Deceptive Franchise Practices Act, Indiana Code §§ 23-2-2.7-1 to 23-2- 2.7-10, the Franchise Disclosure Document for Buns on Fire, for use in the State of Indiana shall be amended as follows:

1. Item 8, "Restrictions on Sources of Products and Services," shall be amended by the addition of the following language:

Any benefits derived as a result of a transaction with suppliers for Indiana franchisees will be kept by us as compensation for locating suppliers and negotiating prices for you.

- 2. Item 12, "Territory," shall be amended by the addition of the following paragraph: We will not compete unfairly with you within a reasonable area.
- 3. Item 17, "Renewal, Termination, Transfer and Dispute Resolution," shall be amended by the addition of the following paragraphs at the end of the Item:

The Indiana Deceptive Franchise Practices Act requires that any release executed by a Franchisee or transferor must not include any claims arising under the Indiana Franchise Disclosure Law or the Indiana Deceptive Franchise Practices Act.

The Indiana Deceptive Franchise Practices Act requires that Indiana law govern any cause of action which arises under the Indiana Franchise Disclosure Law or the Indiana Deceptive Franchise Practices Act.

- 4. No release language set forth in the Disclosure Document or the Franchise Agreement shall relieve us or any other person directly or indirectly form liability imposed by the laws concerning franchising of the State of Indiana.
- 5. Each provision of this Addendum to the Disclosure Document shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Indiana Franchise Disclosure Law, Indiana Code §§ 23-2-2.5-1 to 23-2-2.5-51, and the Indiana Deceptive Franchise Practices Act, Indiana Code §§ 23-2-2.7-1 to 23-2-2.7-10, are met independently without reference to this Addendum to the Disclosure Document.

## **ADDENDUM TO FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF MARYLAND**

The Franchise Disclosure Document for Buns on Fire, for use in the State of Maryland shall be amended as follows:

1.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 28

When is additional onsite training required by Buns On Fire?

Accepted Answer

|                                      |                                                                                                                                                                                                                                                                                                                                        |                                                 | between 1% and 2% of Gross Revenue.                                                                                                                                                                                                        |
|--------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Insurance | Cost of procuring insurance for you. | If incurred. | If you do not provide proof of insurance for your Franchise Business, we may procure it on your behalf and charge you the cost of procuring this insurance, including an administrative fee of \$2,500 payable to us. |
| Transfer Fee | 50% of the then current initial franchise fee. | Prior to consummation of the transfer. | Payable if you sell your franchise. |
| Audit Fee | Cost of the audit if we discover you have under reported by more than 5%. | Upon demand. |  |
| Interest on Late Payments | A late fee of not less than \$30 per day while an amount is overdue. | Upon demand. | Payable on all overdue amounts. |
| Additional Onsite Training | Our then-current additional training fee (currently \$25 per hour per instructor if at BoF Buffalo Grove or BoF Glendale Heights or \$45 per hour per instructor at your Buns on Fire Restaurant) plus our expenses (including travel/airfare and hotel expenses if at your Buns on Fire Restaurant). | When required | Additional periodic refresher or supplemental training as required by the Fran

Source: Item 6 — OTHER FEES (FDD pages 12–16)

Question 29

Does the Buns On Fire agreement specify any exceptions to the governing law based on the franchisee's domicile?

Accepted Answer

on any grounds available by law.
- 5. The following is added to the "Summary" sections of Item 17(v), titled "**Choice of forum**," and Item 17(w), titled "**Choice of law**":

6.

The foregoing choice of law should not be considered a waiver of any right conferred upon the franchisor or upon the franchisee by Article 33 of the General Business Law of the State of New York.

- 7. There are circumstances in which an offering made by us would not fall within the scope of the New York General Business Law, Article 33, such as when the offer and acceptance occurred outside the state of New York. However, an offer or sale is deemed made in New York if the franchisee is domiciled in or the franchise will be operated in New York. We are required to furnish a New York prospectus to every prospective franchisee who is protected under the New York General Business Law, Article 33.
- 8. Modifications that we make to our Operations Manual as permitted by the Franchise Agreement will not impose an unreasonable economic burden on you.

## **ADDENDUM TO FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF NORTH DAKOTA**

In recognition of the requirements of the North Dakota Franchise Investment Law, N.D. Cent. Code, §§ 51-19-01 through 51-19-17, and the policies of the office of the State of North Dakota Securities Commission, the Franchise Disclosure Document for Buns on Fire, shall be amended by the addition of the following language:

- 1. 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. Waiver of Exemplary and Punitive Damages: Requiring North Dakota franchisees to consent to a waiver of exemplary and punitive damages.
  - H. General Release: Requiring North Dakota franchisees to execute a general release of claims as a condition of renewal or transfer of a franchise.
- 2.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 30

What is the Annual Conference Fee for a Buns On Fire franchise?

Accepted Answer

| Type of Fee1                       | Amount                                                                                              | Due Date                                                                                             | Remarks                                                                                                                                                                                                                                                                                                                                                       |
|------------------------------------|-----------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Annual Conference Fee              | $500 per year, if established                                                                   | If established, we will bill you no less than sixty (60) days before the annual conference. |                                                                                                                                                                                                                                                                                                                                                               |

Source: Item 6 — OTHER FEES (FDD pages 12–16)

Question 31

Besides normal and customary business hours, what other factors might dictate the operating hours for a Buns On Fire franchise?

Accepted Answer

Franchisee recognizes that continuous and daily operation of the Franchised Business is essential to the adequate promotion of the Franchised Business and that any failure to provide such availability affects Franchisor both locally and nationally. Franchisee shall be open and conduct business during normal and customary business hours in the market where the Franchise Business is located or as prescribed in the Confidential Operations Manual, or

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 32

Will the competitors of a Buns On Fire franchise vary depending on the territory?

Accepted Answer

There are companies such as Chi Tea, Salt Burger, and Epic Burger that offer Products similar to ours. However, your competitors will vary depending on your territory.

Source: Item 1 — THE FRANCHISOR AND ANY PARENTS, PREDECESSORS, AND AFFILIATES (FDD pages 7–8)

Question 33

What is the condition for a Buns On Fire franchisee to use certain copyrighted works authorized by the franchisor?

Accepted Answer

enses or damages if you are a party to an administrative or judicial proceeding involving the copyrighted materials.

According to the Franchise Agreement, you acknowledge and agree (1) that we may authorize you to use certain copyrighted or copyrightable works in our discretion, (2) that the copyrighted works are our valuable property and of which we are the owner, and (3) that the rights granted to you are solely on the condition that you comply with the terms of the Franchise Agreement. You must acknowledge and agree that we own or are the licensee of the owner of the copyrighted works and will further create, acquire or obtain licenses for certain copyrights in various works of authorship used in connection with the operation of Franchise Businesses. The copyrighted works include the Operations Manual and may include all or part of the Proprietary Marks, trade dress and other portions of the Process. We intend that all works of authorship related to the Process and created in the future will be owned by us and copyrighted.

Your right to use the copyrighted works is derived solely from the Franchise Agreement and is limited to the use of the copyrighted works according to and in compliance with the agreement and all applicable standards, specifications, and operating procedures we prescribe. You must ensure that all copyrighted works used bear an appropriate copyright notice under applicable copyright laws as we may prescribe in the Operations Manual specifying that we are the owner of the copyright. The Franchise Agreement confers no interest in the copyrighted works upon you, other than the right to operate the Franchise Business in compliance with the agreement.

You must immediately notify us of any actual or apparent infringement of or challenge to any of the copyrighted works or claim by any person of any rights in the copyrighted works and may not communicate with any person other than us and our counsel in connection with any infringement, challenge or claim. We shall have the sole discretion to take any action as we deem appropriate and the right to control exclusively any settlement, litigation, arbitration or administrative proceeding arising out of any alleged infringement, challenge or claim or otherwise relating to the copyrighted works.

Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 37–39)

Question 34

What condition must be met before a North Dakota resident pays the initial franchise fee for a Buns On Fire franchise?

Accepted Answer

- 11. Notwithstanding anything to the contrary in the Franchise Agreement, if you are a resident of the State of North Dakota and/or purchasing a franchise for a Buns on Fire Restaurant located in the State of North Dakota, then you need not pay the Initial Franchise Fee or any of the other initial fees or payments to us until your Buns on Fire Restaurant commences doing business, by which time we will have fulfilled our initial obligations to you under the Franchise Agreement and related agreements.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 35

What are the conditions for a Buns On Fire franchisee to renew or extend their franchise term?

Accepted Answer

| Provision                                                 | Article in the Franchise Agreement | Summary                                                                                                                                                                                                                                                                                                                                                                                                                   |
|-----------------------------------------------------------|---------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| a. Length of the franchise term | IV | 10 years. |
| b. Renewal or extension | IV | One additional term of 10 years. You have been in substantial compliance with agreement. You pay the renewal fee. You may have to remodel your location, at your expense. |
| c. Requirement for franchisee to renew or extend | IV | You may be asked to sign a contract with materially different terms and conditions than your original contract, pay the renewal fee, comply with any new training requirements and serve notice of intention to renew not less than twelve (12) months nor more than eighteen (18) months prior to the expiration of the agreement. You may be required to sign a general release in favor of us. |

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 41–43)

Question 36

What are the conditions for a Buns On Fire franchisee to renew their franchise agreement?

Accepted Answer

| Provision                                                 | Article in the Franchise Agreement | Summary                                                                                                                                                                                                                                                                                                                                                                                                                   |
|-----------------------------------------------------------|---------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| a. Length of the franchise term | IV | 10 years. |
| b. Renewal or extension | IV | One additional term of 10 years. You have been in substantial compliance with agreement. You pay the renewal fee. You may have to remodel your location, at your expense. |
| c. Requirement for franchisee to renew or extend | IV | You may be asked to sign a contract with materially different terms and conditions than your original contract, pay the renewal fee, comply with any new training requirements and serve notice of intention to renew not less than twelve (12) months nor more than eighteen (18) months prior to the expiration of the agreement. You may be required to sign a general release in favor of us. |

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 41–43)

Question 37

What conditions must be met for the Buns On Fire franchisor to approve a transfer of the franchise?

Accepted Answer

| k. "Transfer" by franchisee— defined                                      | XX         | Includes transfer of contract, of assets or any ownership change.                                                                                                                                                                                            |
|------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1. Franchisor approval of | XX | We have the right to approval all transfers. |
| transfer by franchisee |  |  |
| m. Conditions for franchisor approval of transfer | XX | Transferee qualifies, all amounts due are paid in full, you sign a general release in our favor, transferee completes training, transfer fee paid, then-current contract signed |

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 41–43)

Question 38

What are the consequences of not complying with the Buns On Fire Irrevocable Power of Attorney requirements?

Accepted Answer

| IRREVOCABLE POWER OF ATTORNEY

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 39

Are covenants restricting competition for a Buns On Fire franchise in North Dakota subject to Section 9-08-06 of the North Dakota Century Code?

Accepted Answer

- 4. Covenants restricting competition in the State of North Dakota may be subject to Section 9-08-06 of the North Dakota Century Code.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 40

What is the deadline for the Transferee to complete Buns On Fire's standard franchise selection process?

Accepted Answer

- (i.) The Transferee must complete, and be approved through, Franchisor's standard franchise selection process including satisfactorily demonstrating to Franchisor that they meet the financial character and managerial criteria that Franchisor is then applying in considering applications for new franchisees;
- (ii.) The Transferee shall agree, in writing, to personally assume liability for and to perform all the terms and conditions of this Agreement to the same extent as the original Franchisee; and
- (iii.) If the Transferee is not approved, the Franchisee or legal representative of the Transferee shall use their best efforts to sell the Franchised Business to another party that is acceptable to Franchisor within twelve (12) months from the date of the Franchisee's death or permanent incapacity or disability. Further, the Franchisor shall have the option, but is not obligated, to operate or manage the Franchised Business for the account of Franchisee's estate until the deceased or incapacitated Franchisee's interest is transferred to another party acceptable to Franchisor. Should Franchisor choose to operate or manage the Franchised Business, Franchisor will make a complete accounting and will forward fifty percent (50%) of the net income for the operation of the Franchised Business to Franchisee's estate. If the conveyance

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 41

Does the deletion of sections 24.10.4 and 22.1 apply to all Buns On Fire franchisees?

Accepted Answer

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

5. The following sections of the Franchise Agreement are hereby deleted: 22.1.1 – 22.1.6, 22.1.8 and 22.1.12.

[SIGNATURE PAGE FOLLOWS.]

| Date: | SMYA VENTURES LLC |
|-------|-------------------|
|  | By: Name: Title: |
| Date: | FRANCHISEE By: Name: Title: |
#### **SOUTH DAKOTA ADDENDUM TO FRANCHISE AGREEMENT**

Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provision shall supersede and apply:

1. Section 4.01 of the Franchisee Agreement shall be amended to add the following language:

"Notwithstanding the foregoing, payment of the Initial Franchise Fee shall be deferred until we have satisfied our pre-opening obligations and you have commenced operation of your Buns on Fire Restaurant."

2. The Franchise Agreement and any document signed in connection with the franchise are supplemented with the following language:

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

3. The following sections of the Franchise Agreement are hereby deleted: 22.1.1 – 22.1.6, 22.1.8 and 22.1.12.

SMYA VENTURES LLC
#### **VIRGINIA ADDENDUM TO FRANCHISE AGREEMENT**

Notwithstanding anything to the contrary set forth in the Franchise Agreement, the following provision shall supersede and apply:

1. Section 4.01 of the Franchisee Agreement shall be amended to add the following language:

"The Virginia State Corporation Commission's Division of Securities and Retail Franchising requires us to defer payment of the initial franchise fee and other initial payments owed by franchisees to the franchisor until the franchisor has completed its pre-opening obligations under the franchise agreement."

2. The Franchise Agreement and any document signed in connection with the franchise are supplemented with the following language:

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

3. The following sections of the Franchise Agreement are hereby deleted: 22.1.1 – 22.1.6, 22.1.8 and 22.1.12.

SMYA VENTURES LLC
## **WASHINGTON ADDENDUM TO FRANCHISE AGREEMENT, DISCLOSURE ACKNOWLEDGEMENT STATEMENT, AND RELATED AGREEMENTS**

Notwithstanding anything to the contrary set forth in the Franchise Agreement, Disclosure Acknowledgement Statement and Related Agreements, the following provisions will supersede and apply:

- 1. In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation. In addition, if litigation is not precluded by the Franchise Agreement, a franchisee may bring an action or proceeding arising out of or in connection with the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in Washington.
- 2. A release or waiver of rights executed by a Franchisee may not include rights under the Washington Franchise Investment Protection Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the Franchise Agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, or rights or remedies under the Act as such as a right to a jury trial, may not be enforceable.
- 3. RCW 19.100.180 which may supersede the Franchise Agreement in your relationship with the Franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the Franchise Agreement in your relationship with the Franchisor including the areas of termination and renewal of your franchise.
- 4. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW will prevail.
- 5. Transfer fees are collectable to the extent that they reflect the Franchisor's reasonable estimated or actual costs in effecting a transfer.
- 6. Section 4.01 of the Franchisee Agreement shall be amended to add the following language:
  - "In lieu of an impound of franchise fees, the Franchisor will not require or accept the payment of any initial franchise fees until the franchisee has (a) received all pre-opening and initial training obligations that it is entitled to under the franchise agreement or offering circular, and (b) is open for business."
- 7. Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee, including an employee of a franchisee, unless the employee's earnings from the party seeking enforcement, when annualized, exceed \$100,000 per year (an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor of a franchisee under RCW 49.62.030 unless the independent contractor's earnings from the party seeking enforcement, when annualized, exceed \$250,000 per year (an amount that will be adjusted annually for inflation). As a result, any provisions contained in the franchise agreement or elsewhere that

conflict with these limitations are void and unenforceable in Washington.

- 8.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 42

What is the dependency between the assignment of a Buns On Fire franchise and the completion of training?

Accepted Answer

Prior to opening the Franchised Business, at most two (2) managers, at least one of whom shall be a partner from the ownership group, shall attend Franchisor's initial training program, which shall be conducted at the Buns on Fire restaurant location that we designate as convenient for all parties, or at another location designated by Franchisor, and shall complete said training course to Franchisor's satisfaction.

All training must be completed to Franchisor's satisfaction.

If this Agreement is for Franchisee's second or subsequent Franchised Business, we may reduce at our sole discretion the number of managers required to complete training and/or not require a member of the ownership group to attend training, but in any event a trained and approved manager must be on duty at all times that your Franchised Business is open.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 43

What is the dependency between the assignment of a Buns On Fire franchise and the payment of debts?

Accepted Answer

- (viii.) Assignee, transferee, or purchaser shall, prior to any such assignment, pay to Franchisor a non-refundable transfer fee equal to fifty percent (50%) of the then-current Initial Franchise Fee to reimburse Franchisor for its legal and accounting fees, credit investigation, training expenses, and other charges and expenses in connection with such assignment, transfer or sale; and
- (ix.) Franchisee shall enter into an agreement with the Franchisor agreeing to subordinate such assignee's, transferee's or purchaser's obligations to the Franchisor, including, without limitation, any Royalty Fees and Advertising Fees, and any obligations of such assignee, transferee or purchaser to make installment payments of the purchase price to Franchisee.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 44

What is the dependency for determining the restaurant location for a Buns On Fire franchise?

Accepted Answer

r license anyone other than Franchisee to establish any Franchised Business under the System within the territory specified in Exhibit "A" ("**Protected Territory**").

#### **1.2 Site Selection Timeframe**

Unless an approved location was selected by Franchisee at the time this Agreement is executed, Franchisee shall select the location of the Franchised Business, subject to the Franchisor's approval, within ninety (90) days after the effective date of this Agreement.

#### **1.3 No Change of Franchise Location**

The franchise location described in Exhibit "A" may not be modified or changed by the Franchisee without Franchisor's prior written approval. The Franchisee must request Franchisor's prior written approval in writing. To modify or change location, the Franchisee must be current in all obligations to Franchisor, whether under this Agreement or any other agreement, and must not be defaulting under this or any other agreement with Franchisor.

In the event that Franchisee's request to modify or change location is approved by the Franchisor, the Franchisee will be required, and must sign, Franchisor's then-current form of the Franchise Agreement. The then-current Franchise Agreement may contain different terms and conditions, for a term that may be equal to the remaining term of this Agreement. Unless we grant you a term that is longer than the remaining term under this Franchise Agreement, you will not be required make an Initial Franchise Fee payment for the relocated Franchised Business.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 45

What is the dependency between a finding of illegality and Buns On Fire's right to terminate the agreement?

Accepted Answer

In recognition of the requirements of the Washington Franchise Investment Protection Act, Wash. Rev. Code §§ 19.100.180, the Franchise Disclosure Document for Buns on Fire, in connection with the offer and sale of franchises for use in the State of Washington shall be amended to include the following:

1. Item 17, "Renewal, Termination, Transfer and Dispute Resolution," shall be amended by the addition of the following paragraphs at the conclusion of the Item:

The state of Washington has a statute, RCW 19.100.180, which may supersede the license agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the license agreement in your relationship with the franchisor including the areas of termination and renewal of your license.

In any arbitration involving a franchise purchased in Washington, the arbitration site shall be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration, or as determined by the arbitrator.

In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail.

A release or waiver of rights executed by a franchisee shall not include rights under the Washington Franchise Investment Protection Act except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, rights or remedies under the Act such as a right to a jury trial may not be enforceable.

Transfer fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 46

What is the dependency between the lease assignment and the Buns On Fire Franchise Agreement?

Accepted Answer

The clauses referred to in Article 2.1 of the attached Franchise Agreement are as follows:

- (i.) The premises being leased hereunder shall be used solely for the operation of an "Buns on Fire" restaurant, during the time that the Franchise Agreement is still in effect.

- (ii.) Lessor has examined Franchisor's standard design concepts and specifications and consents to Lessee's use of same and of the Marks and such signage as the Franchisor may prescribe for the Franchised Business.

- (iii.) Lessee may not assign all or any part of its occupancy rights, or extend the term or renew the lease, without Franchisor's prior written consent.

- (iv.) Lessor shall furnish Franchisor a copy of the executed lease, including all attachments thereto and related agreements, if any, within five (5) days after its execution, and no change or amendment to such lease affecting the above terms and conditions shall be effective without Franchisor's prior written approval.

- (v.) Notwithstanding anything to the contrary contained in this Lease, it is expressly understood and agreed that if the Franchise Agreement dated the day of , 20 between the Lessee and the Franchisor expires or is terminated for any reason whatsoever, the Lessee's rights hereunder shall, at the option of the Franchisor, be transferred and assigned to it.

Said option may be exercised by the Franchisor giving the Lessor notice in writing within thirty (30) days following the expiration or termination of the said Franchise Agreement, such notice to specify, inter alia, the date of such expiration or termination.

The Lessee acknowledges and agrees that the Lessor may rely upon such notice and shall not be required to inquire into the due execution thereof or the accuracy of the statements set forth therein.

It is further agreed that such notice shall, without further act or formality, operate as an effective assignment of the Lessee's right hereunder to the Franchisor and the assumption by the Franchisor of the covenants herein required to be observed or performed by the Lessee.

The Franchisor shall thereafter have the right to assign or sublet the Premises to such person as it may designate, provided that in such event that this clause be contained therein.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 47

Does the effectiveness of the Buns On Fire addendum depend on the jurisdictional requirements of the North Dakota Franchise Investment Law being met independently?

Accepted Answer

- 2. Each provision of this Addendum to the Disclosure Document shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the North Dakota Franchise Investment Law, N.D. Cent. Code, §§ 51-19-1 through 51-19-17, are met independently without reference to this Addendum to the Disclosure Document.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 48

Does the effectiveness of the addendum to the Buns On Fire Disclosure Document depend on meeting the jurisdictional requirements of the North Dakota Franchise Investment Law?

Accepted Answer

- 2. Each provision of this Addendum to the Disclosure Document shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the North Dakota Franchise Investment Law, N.D. Cent. Code, §§ 51-19-1 through 51-19-17, are met independently without reference to this Addendum to the Disclosure Document.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 49

When can employee discounts be credited against Gross Revenue for Buns On Fire?

Accepted Answer

- (ii.) Franchisor may, from time to time, authorize certain other items to be excluded from Gross Revenue. Any such permission may be revoked or withdrawn at any time in writing by Franchisor in its discretion. In addition to the foregoing, the following are included within the definition of "Gross Revenue" described except as noted below:
  - 1. The full value of Products furnished to Franchisee's employees as an incident to their employment except that the value of any discounts extended to such employees may be credited against Gross Revenue during the reporting month in which the Products were furnished for the purpose of determining the amount of Gross Revenue upon which the Royalty Fee is due; and
  - 2. All proceeds from the sale of coupons, gift certificates or vouchers; provided that at the time such coupons, gifts certificates or vouchers are redeemed the retail price thereof may be credited against Gross Revenue during the reporting month in which such coupon, gift certificate or voucher is redeemed for the purpose of determining the amount of Gross Revenue upon which the Royalty Fee is due.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 50

To what extent is each provision of the Buns On Fire addendum effective, regarding the jurisdictional requirements of the Rhode Island Franchise Investment Act?

Accepted Answer

In recognition of the requirements of the Rhode Island Franchise Investment Act, §§ 19-28.1-1 through 19-28.1-34, the Franchise Disclosure Document for Buns on Fire, for use in the State of Rhode Island shall be amended as follows:

- 1. Item 17, "Renewal, Termination, Transfer and Dispute Resolution," shall be amended by the addition of the following paragraph at the end of the Item:
- § 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."
- 2. 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.
- 3. Each provision of this Addendum shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Rhode Island Franchise Investment Act §§ 19-28.1-1 through 19-28.1-34, are met independently without reference to this Addendum to the Disclosure Document.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 51

Does the Buns On Fire FDD describe the circumstances under which the Power of Attorney might be used?

Accepted Answer

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 52

Does the Buns On Fire FDD describe the process for terminating the Power of Attorney, if possible?

Accepted Answer

| IRREVOCABLE POWER OF ATTORNEY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| STATE OF |
| ) |
| )                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| COUNTY OF |
| ) |
| KNOW ALL MEN BY THESE PRESENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| That [], a [] [limited liability company / corporation] ("Franchisee"), does |
| hereby irrevocably constitute and appoint SMYA VENTURES LLC, an Illinois limited liability company |
| ("Franchisor"), true and lawful attorney-in-fact and agent for Franchisee and in Franchisee's name, place |
| and stead to do or cause to be done all things and to sign, execute, acknowledge, certify, deliver, accept, |
| record and file all such agreements, certificates, instruments and documents as, in the sole discretion of |
| Franchisor, shall be necessary or advisable for the sole purpose of obtaining any and all returns, records, |
| reports and other documentation relating to the payment of taxes filed by Franchisee with any state and/or |
| federal taxing authority, including, but not limited to, the State Comptroller of the State of , hereby granting |
| unto Franchisor full power and authority to do and perform any and all acts and things which, in the sole |
| discretion of Franchisor, are necessary or advisable to be done as fully to all intents and purposes as |
| Franchisee might or could itself do, hereby ratifying and confirming all that Franchisor may lawfully do or |
| cause to be done by virtue of this Power of Attorney and the powers herein granted. |
| During the term of this Power of Attorney, and regardless of whether Franchisee has designated |
| any other person to act as its attorney-in-fact and agent, no governmental agency, person, firm or |
| corporation dealing with Franchisor, if acting in good faith, shall be required to ascertain the authority of |
| Franchisor, nor to see to the performance of the agency, nor be responsible in any way for the proper |
| application of documents delivered or funds or property paid or delivered to Franchisor. Any governmental |
| agency, person, firm or corporation dealing with Franchisor shall be fully protected in acting and relying |
| on a certificate of Franchisor that this Power of Attorney on the date of such certificate has not been revoked |
| and is in full force and effect, and Franchisee shall not take any action against any person, firm, corporation |
| or agency acting in reliance on such a certificate or a copy of this Power of Attorney. Any instrument or |
| document executed on behalf of Franchisee by Franchisor shall be deemed to include such a certificate on |
| the part of Franchisor, whether or not expressed. Thi

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 53

Does the Buns On Fire FDD explain the consequences of not signing the Power of Attorney?

Accepted Answer

Our and your copies of the disclosure document receipt are on Exhibit J of this disclosure document.

This Disclosure Document and the Franchise Agreement and any other documents to be delivered in connection herewith and therewith may be electronically signed, that any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures provided by DocuSign or any other digital signature provider) appearing on this Disclosure Document and the Franchise Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability and admissibility, and that delivery of any such electronic signature to, or a signed copy of, this Disclosure Documents and the Franchise Agreement and such other documents may be made by facsimile, email or other electronic transmission.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 54

Does the Buns On Fire FDD specify any dependencies related to the Power of Attorney?

Accepted Answer

EXHIBITS:

Exhibit A Location Addendum

Exhibit B. Guaranty (to Franchisor)

Exhibit C. Conditional Lease Assignment Provisions

Exhibit D. Site Location Addendum

Exhibit E. Internet, Website, and Telephone Listing Agreement

Exhibit F. State Specific Addendum

Exhibit G. Franchisee Disclosure Acknowledgement Statement

Exhibit H. Questionnaire

Exhibit I. Training Completion Agreement and Release

Exhibit J. [Reserved].

Exhibit K. Guaranty (Exclusive Supplier)

Exhibit L. Electronic Transfer Authorization

Exhibit M. Power of Attorney

Exhibit N. ADA Certificate

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 55

Following the termination of a Buns On Fire franchise, can the Franchisor grant an extension to the 15-day payment deadline for sums owed?

Accepted Answer

Within fifteen (15) days from the Effective Date of Termination of this Agreement, Franchisee shall immediately turn over and return to Franchisor any and all manuals, including the Confidential Operations Manual, records, files, instructions, recipes, correspondence, any and all materials relating to the operation of the Franchised Business in Franchisee's possession, and all copies of such written materials, including electronic copies (all of which are acknowledged to be Franchisor's property), and shall retain no copy or record of any of the foregoing, except only Franchisee's copy of this Agreement and of any correspondence between the parties, and any other documents which the Franchisee reasonably needs for compliance with any provision of law and the records described in Section 18.6 hereof.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 56

Is a former Buns On Fire franchisee allowed to own stock in a publicly traded company that might be considered a 'Competitive Business'?

Accepted Answer

#### **14.2 Post-Term Covenants**

For a period of two (2) years following termination, expiration, or non-renewal of this Agreement,

except where the termination occurs due to the fault or action of the Franchisor and not due to default of the Franchisee or any partner, if the Franchisee is a partnership, or any shareholder or member, if the Franchisee is a corporation or limited liability company, the Franchisee shall not, except with respect to the ownership or operation by Franchisee of additional Buns on Fire restaurants either directly or indirectly for himself or on the behalf of, or in conjunction with, any other person, persons, partnership, association or corporation, own, maintain, engage in, participate in, or have any interest in the operation of any Competitive Business, or which distributes, produces or sells the Products within (x), your Protected Territory as defined in Exhibit A; (y) the Protected Territory any other franchisee of Franchisor Business locations; or (z) the Protected Territory (as would be defined by the terms of Exhibit A) for any store operated by Franchisor. The restrictions of this Section shall not be applicable to the ownership of shares of a class of securities listed on a stock exchange or traded on the over-the-counter market that represents five percent (5%) or less of the number of shares of that class of securities issued and outstanding.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 57

In the Buns On Fire Franchise Agreement, what happens if the franchisor determines that a finding of illegality adversely affects the basic consideration of the agreement?

Accepted Answer

Should any one or more provisions of this Guaranty be determined to be illegal or unenforceable, all other provisions shall nevertheless be effective.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 58

In the Buns On Fire franchise agreement, if the Franchisor exercises any rights under Section 17.5, can the Franchisor terminate the agreement without providing an additional corrective or cure period?

Accepted Answer

Franchisor's exercise of Franchisor's rights under Section 17.5. (Other Remedies) will not (a) be a defense for Franchisee to Franchisor's enforcement of any other provision of this Agreement or waive or release Franchisee from any of Franchisee's other obligations under this Agreement, (b) constitute an actual or constructive termination of this Agreement, or (c) be Franchisor's sole or exclusive remedy for Franchisee's default. Franchisee must continue to pay all fees and otherwise comply with all of Franchisee's obligations under this Agreement (except as set forth in Section 17.5(h) (Franchisor's assumption of management)) following Franchisor's exercise of any of these rights. If Franchisor exercises any of Franchisor's rights under Section 17.5, we may thereafter terminate this Agreement without providing Franchisee any additional corrective or cure period, unless the default giving rise to Franchisor's right to

terminate this Agreement has been cured to Franchisor's reasonable satisfaction.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 59

Does the Buns On Fire franchise agreement include a provision requiring a notice to be inserted by the state of California?

Accepted Answer

## **EXHIBIT "F" STATE SPECIFIC ADDENDA CALIFORNIA ADDENDUM TO FRANCHISE AGREEMENT**

- 1. California franchisee should not complete Questions 9-15 of the Questionnaire annexed to the Franchise Agreement as Exhibit J, and if they do, Franchisor will destroy and disregard it.
- 2. No disclaimer, questionnaire, clause, or statement signed by a franchisee in connection with the commencement of the franchise relationship that serve to disclaim the franchisor's representations shall be construed or interpreted as waiving any claim of fraud in the inducement, whether common law or statutory, or as disclaiming reliance on or the right to rely upon any statement made or information provided by any franchisor, broker or other person acting on behalf of the franchisor that was a material inducement to a franchisee's investment. This provision supersedes any other or inconsistent term of any document executed in connection with the franchise.
- 3. Section 4.01 of the Franchisee Agreement shall be amended to add the following language:

"Notwithstanding the foregoing, payment of the Initial Franchise Fee shall be deferred until we have satisfied our pre-opening obligations, and you have commenced operation of your Buns on Fire Restaurant."

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 60

Is the Buns On Fire Franchise Agreement provision for termination upon bankruptcy enforceable under federal bankruptcy law?

Accepted Answer

The Franchise Agreement provides for termination upon bankruptcy. This provision may not be enforceable under federal bankruptcy law (11 U.S.C. § 101, et seq.).

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 61

For a Buns On Fire franchise, what is the relationship between purchasing from approved suppliers and maintaining the franchised business to the franchisor's standards?

Accepted Answer

(i.) In connection with the operation of the Franchised Business, the Franchisee is required to purchase certain items of equipment, if applicable, and also certain products and food supplies, containers, packaging supplies, paper goods and other product service items for the preparation

and service of the Products from sources designated by the Franchisor. Franchisee's obligations under this shall be satisfied so long as Franchisee equips the Franchised Business and keeps it maintained in accordance with Franchisor's strict specifications and standards for the Franchised Business.

- (ii.) In the event that Franchisee proposes to purchase any brand, type, and/or model of products, supplies, or services which are not then approved by Franchisor, Franchisee will first notify Franchisor and will submit to Franchisor, on Franchisor's request, sufficient written specifications, photographs, drawings, samples, and/or other information for a determination by Franchisor of whether the brand, type, and/or model of products, supplies, or services complies with Franchisor's specifications and standards, which determination will be made and communicated to Franchisee in writing within sixty (60) days after receipt of the necessary samples and information.

In the event Franchisor does not respond within sixty (60) days Franchisee's request is deemed denied.

Franchisor does not make the criteria for approving suppliers available to franchisees.

Franchisor may approve or disapprove a supplier or item in Franchisor's sole discretion.

Franchisor may charge the Franchisee a reasonable testing fee and will decide within a reasonable time after receiving the required information whether Franchisee may purchase items from such supplier.

Upon Franchisor's approval of your proposed item and/or supplier, Franchisor will permit Franchisee to contract with the alternative supplier.

Franchisor may revoke approval of a supplier or a particular item at any time in Franchisor's sole discretion by notifying Franchisee and/or the supplier in writing of the revocation of approval.

- (iii.) In connection with the operation of the Franchised Business, the Franchisee is required to purchase certain other products, beverages and other similar products and other items offered for consumption as stated in the Confidential Operations Manual.

Franchisee's obligation under this Section 8.7 shall be satisfied so long as Franchisee purchases the stated products from sources of supply designated by Franchisor.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Question 62

When will a Buns On Fire franchisee be billed for the Annual Conference Fee?

Accepted Answer

| Type of Fee1                       | Amount                                                                                              | Due Date                                                                                             | Remarks                                                                                                                                                                                                                                                                                                                                                       |
|------------------------------------|-----------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Annual Conference Fee              | $500 per year, if established                                                                   | If established, we will bill you no less than sixty (60) days before the annual conference. |                                                                                                                                                                                                                                                                                                                                                               |

Source: Item 6 — OTHER FEES (FDD pages 12–16)

Question 63

Is a Buns On Fire franchisee required to participate in marketing campaigns, including a loyalty program, if established?

Accepted Answer

You will be required to participate in marketing campaigns, including our loyalty program, if we establish one, under the terms we establish which we may change in our sole discretion. If established, your participation may include a requirement that you provide free product as incentives and rewards, as set forth in the loyalty program. We will administer any loyalty program established and we will make all decisions regarding its use, including all decisions regarding promotions, rewards, and incentives, which you may be required to provide at your own cost. We may discontinue the use of the loyalty program at any time.

Source: Item 11 — FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING (FDD pages 25–33)

Question 64

For Buns On Fire franchisees in North Dakota, what must Buns On Fire have completed before the initial franchise fee is due?

Accepted Answer

Notwithstanding anything to the contrary in the Franchise Agreement, if you are a resident of the State of North Dakota and/or purchasing a franchise for a Buns on Fire Restaurant located in the State of North Dakota, then you need not pay the Initial Franchise Fee or any of the other initial fees or payments to us until your Buns on Fire Restaurant commences doing business, by which time we will have fulfilled our initial obligations to you under the Franchise Agreement and related agreements.

Source: Item 23 — RECEIPTS (FDD pages 49–200)

Buns_On_Fire 2025 FDD FAQ