that require the franchisee to sign a general release upon renewal of the franchise agreement.

• I. Limitation of Claims: Franchise agreements that require the franchisee to consent to a limitation of claims. The statute of limitations under North Dakota law applies.
• J. Enforcement of Agreement: Franchise agreements that require the franchisee to pay all costs and expenses incurred by the franchisor in enforcing the agreement. The prevailing party in any enforcement action is entitled to recover all costs and expenses including attorney's fees.

In recognition of the requirements of NDCC §51-19-09, the Franchise Disclosure Document of Chatime Franchise, LLC for use in the State of North Dakota will be amended to include the following:

1. Item 17(c) will be supplemented by the addition of the following language:

You will not be required to sign a general release upon renewal of the Franchise Agreement or Multi-Unit Development Agreement.

1. Item 17(i) will be supplemented by the addition of the following language:

You will not be required to consent to liquidated damages or termination penalties.

1. Item 17(r) will be supplemented by the addition of the following language:

All covenants restricting competition are subject to NDCC §9-08-06. Covenants not to compete such as those mentioned above are generally considered unenforceable in the State of North Dakota.

1. The language in Item 17(u) will be deleted and replaced by the following language:

Most disputes and claimsrelating to the Franchise Agreement and Multi-Unit Development Agreement will be settled by arbitration under the Arbitration Rules of the American Arbitration Association arbitration service at a location agreeable to all parties.

• 1. The language in Item 17(v) will be deleted and replaced by the following language:
  • All litigation must be brought in North Dakota.
• 1. The language in Item 17(w) will be deleted and replaced by the following language:
  • All disputes will be governed by the laws of the State of North Dakota.
• 1. Exhibit F to the Franchise Disclosure Document (Acknowledgement Addendum to Franchise Agreement) is deleted. Franchisee and its principals are not required to complete and sign the Acknowledgement Addendum.
• 1. No statement, questionnaire, or acknowledgement 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.

NORTH DAKOTA AMENDMENT TO THE CHATIME FRANCHISE, LLC FRANCHISE AGREEMENT

In recognition of the requirements of North Dakota Century Code ("NDCC") §51-19-09, the parties to the attached Chatime Franchise, LLC Franchise Agreement (the "Franchise Agreement") and, if applicable, the attached Chatime Franchise LLC Multi-Unit Development Agreement ("Multi-Unit Development Agreement"), agree as follows:

1. The following language will be added at the end of Clause 2.6(3)(f) of the Franchise Agreement, and if applicable Clause 2.7.3(h) of the Multi-Unit Development Agreement:

You will not be required to sign a general release upon renewal of the Franchise Agreement.

1. The following language will be added at the end of Clause 9.2(2) of the Franchise Agreement:

All covenants restricting competition are subject to NDCC §9-08-06. Covenants not to compete such as those mentioned above are generally considered unenforceable in the State of North Dakota.

1. Clause 16.3(2) of the Franchise Agreement, and if applicable Clause 14.3(2) of the Multi-Unit Development Agreement, is hereby deleted in its entirety, and replaced with the following:

The site of the arbitration shall be agreeable by all parties and may not be remote from the franchisee's place of business. The parties and witnesses may appear by videoconference unless the parties agree otherwise.

1. The language in Clause 25.9 of the Franchise Agreement, under the heading "Costs and Expenses," is hereby deleted in its entirety, and replaced with the following:

The prevailing party must pay or reimburse the non-prevailing party, on demand, for all of its Costs (including Legal Costs) in connection with or incidental to:

• (a) Any default by the Franchisee in observing or performing any of its obligations under this Agreement
• (b) Any termination of this Agreement; and
• (c) The contemplated, attempted or actual enforcement, preservation or exercise of any right under this Agreement including the obtaining by the Franchisor of any advice or

information as to its rights under this Agreement or otherwise arising from a breach of this Agreement by the Franchisee.

1. The language in Clause 25.1 of the Franchise Agreement, and if applicable Clause 23.1 of the Multi-Unit Development Agreement, is hereby deleted it its entirety, and replaced with the following:

This Agreement will be interpreted and construed exclusively under the laws of the State of North Dakota.

• 1. Sections 21.1(1), (2), and (3), and 21.2(3) of the Franchise Agreement are deleted, and if applicable, Sections 19.1(1), (2) and (3), and 19.2(3) of the Multi-Unit Development Agreement are deleted.
• 1. Section 16.4 of the Franchise Agreement, and if applicable Section 14.4 of the Multi-Unit Development Agreement, entitled "Waiver of Jury Trial," is deleted.
• 1. No statement, questionnaire, or acknowledgement signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
• 1. Each provision of this Amendment will be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the North Dakota Franchise Investment Law are met independently without reference to this Amendment.

IN WITNESS WHEREOF, the parties hereto have duly executed this North Dakota Amendment to the Franchise Agreement on the same date as that on which the Franchise Agreement was executed.

CHATIME FRANCHISE, LLC FRANCHISEE

SOUTH DAKOTA

SOUTH DAKOTA ADDENDUM TO THE CHATIME FRANCHISE, LLC FRANCHISE DISCLOSURE DOCUMENT

In recognition of the requirements of the South Dakota Securities Regulation Office, the Chatime Franchise, LLC Franchise Disclosure Document for use in the State of South Dakota will be amended to include the following:

Source: Item 23 — Receipts (FDD pages 58–262)