Are Buns On Fire Franchise Agreements supplemented with additional language?

State of Illinois without regard to the application of Illinois conflict of law rules.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Telephone Listing Agreement as of the Effective Date.

By: _____________________________________ Name: __________________________________ Title: ___________________________________ FRANCHISEE By: _____________________________________ Name: __________________________________ Title: ___________________________________

SMYA VENTURES LLC

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.
• 1. 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.
• 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."

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."

1. 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.

1. 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

ILLINOIS ADDENDUM TO FRANCHISE AGREEMENT

• 1. 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.
• 1. Illinois law will govern all Illinois Franchise Agreements.
• 1. Franchisees' rights upon termination and non-renewal are set forth in Section 19 and 20 of the Illinois Franchise Disclosure Act.
• 1. Section 41 of the Illinois Franchise Disclosure Act states that "any condition, stipulation, or provision purporting to bind any person acquiring any franchise to waive compliance with any provision of this Act is void".
• 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."

• 1. Section 22.1 ("Your Acknowledgments") is deleted from all Illinois Franchise Agreements.
• 1. Pursuant to Section 200.508 of the Illinois Administrative Rules promulgated under Section 15 of the Illinois Franchise Disclosure Act, payment of the Initial Franchise Fee and all other fees owed to Franchisor or its affiliates, by the Franchisee, are deferred until such time as all initial obligations owed to the Franchisee under the Franchise Agreement or other agreements have been fulfilled by Franchisor and the Franchisee has commenced doing business pursuant to the Franchise Agreement. The Illinois Attorney General's Office imposed this deferral requirement due to Franchisor's financial condition.
• 1. 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.

1. 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.]

INDIANA ADDENDUM TO FRANCHISE AGREEMENT

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

• 1. The laws of the State of Indiana supersede any provisions of the Franchise Agreement or Illinois law if such provisions are in conflict with Indiana law. The Franchise Agreement will be governed by Indiana law, rather than Illinois law, as stated in Section 24.10.3 of the Franchise Agreement.
• 1. Venue for litigation will not be limited to Illinois, as specified in Section 24.10.4 of the Franchise Agreement.
• 1. The prohibition by Indiana Code 23-2-2.7-1(7) against unilateral termination of the franchise without good cause or in bad faith, good cause being defined therein as a material breach of the franchise agreement, will supersede the provisions of Article 17 of the Franchise Agreement in the State of Indiana to the extent they may be inconsistent with such prohibition.
• 1. No release language set forth in the Franchise Agreement will relieve the Franchisor or any other person, directly or indirectly, from liability imposed by the laws concerning franchising of the State of Indiana.
• 1. Section 10.3 of the Franchise Agreement ("Failure to Comply") will not apply to franchises offered and sold in the State of Indiana.
• 1. Section 24.6 of the Franchise Agreement ("Our Withholding of Consent Your Exclusive Remedy") will not apply to franchises offered and sold in the State of Indiana.
• 1. Section 10.2 of the Franchise Agreement is revised to limit the geographical extent of the post-term covenant not to compete to Franchisee's Territory for all franchises sold in the State of Indiana.
• 1. Section 24.11 of the Franchise Agreement ("Injunction") will not apply to franchises offered and sold in the State of Indiana.
• 1. Section 24.10.5 is deleted from the Franchise Agreement.
• 1. Notwithstanding the terms of Article 15 of the Franchise Agreement ("Indemnification"), Franchisee will not be required to indemnify Franchisor and the other Indemnitees for any liability caused by Franchisee's proper reliance on or use of procedures or materials provided by Franchisor or caused by Franchisor's negligence.

[SIGNATURE PAGE FOLLOWS.]

SMYA VENTURES LLC

MARYLAND ADDENDUM TO FRANCHISE AGREEMENT

Notwithstanding anything to the contrary set forth in the Franchise Disclosure Document or Franchise Agreement, the following provisions shall supersede and apply to all franchises offered and sold under the laws of the State of Maryland.

1. No release language set forth in Section 3.2.1(g) of the Franchise Agreement (concerning requirements for renewal) or Section 14.4.1(n) of the Franchise Agreement (concerning requirements for transfer) shall relieve the Franchisor or any other person, directly or indirectly, from liability imposed by the laws concerning franchising of the State of Maryland. Sections 3.2.1(g) and 14.4.1(n) of the Franchise Agreement are each hereby amended to add the following language:

"The release requirement of this Section is not intended to nor shall it act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law. The release required under this Section will not apply to claims arising under the Maryland Franchise Registration and Disclosure Law."

• 1. Any claims arising under the Maryland Franchise Registration and Disclosure Laws must be brought within three (3) years after the grant of the Franchise.
• 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."

• 1. Section 24.10.4 of the Franchise Agreement requires venue to be limited to the state, county and judicial district in which the Franchisor's principal place of business is then located. This provision is hereby deleted from all Franchise Agreements for residents of the State of Maryland and/or franchises to be operated in the State of Maryland.
• 1. Section 22.1 ("Your Acknowledgments") is hereby deleted from all Franchise Agreements for residents of the State of Maryland and/or franchises to be operated in the State of Maryland.
• 1. The following sentence is added at the end of the last paragraph of Section 1.6 of the Franchise Agreement ("Our Reserved Rights"): "The waiver, release and other provisions of this paragraph are not intended to act, nor will they act, as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law."
• 1. The following language is added to the last sentence of Section 24.2 of the Franchise Agreement ("Integration of Agreement"): "provided, however, that the foregoing is not intended to, nor will it, act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law."
• 1. The following sentence is added at the end of Section 24.3 of the Franchise Agreement ("No Oral Modification"): "This Section is not intended to, nor will it, act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law."
• 1. 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.

1. 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

MINNESOTA ADDENDUM TO FRANCHISE AGREEMENT

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

1. The following language will appear at the end of Section 24.10.4 of the Franchise Agreement ("Venue"):

"Minn. Stat. §80C.21 and Minn. Rule 2860.4400J prohibit Franchisor from requiring litigation to be conducted outside Minnesota. In addition, nothing in the franchise disclosure document or agreement can abrogate or reduce any of Franchisee's rights as provided for in Minnesota Statutes, Chapter 80C, or Franchisee's rights to any procedure, forum or remedies provided for by the laws of the jurisdiction."

• 1. No release language set forth in the Franchise Agreement will relieve the Franchisor or any other person, directly or indirectly, from liability imposed by the laws concerning franchising of the State of Minnesota.
• 1. Minnesota law provides franchisees with certain termination and non-renewal rights.

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