What is the geographic scope of the Chicken Guy addendum to the franchise agreement?

[Item 17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION]

• 1. The provisions of this Addendum form an integral part of, and are incorporated into, the Franchise Agreement. This Addendum is being executed because: (A) the offer or sale of a franchise to Franchisee was made in the State of California; (B) Franchisee is a resident of the State of California; and/or (C) the Franchised Restaurant will be located and/or operated, and/or all or part of the Protected Area will be located, in the State of California.
• 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. Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Franchise Agreement. Except as expressly modified by this Addendum, the Franchise Agreement remains unmodified and in full force and effect. This Addendum may be executed in multiple counterparts, each of which when executed and delivered shall be deemed an original and all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Addendum by facsimile and any other electronic transmission (including PDF) shall be as effective as delivery of a manually executed counterpart of this Addendum.

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IN WITNESS WHEREOF, the parties have duly executed, sealed and delivered this Addendum as of the day and year first above written.

CHICKEN GUY (FRANCHISOR), LLC

Print Name: Print Name: ADDENDA REQUIRED BY

THE STATE OF ILLINOIS

ADDENDUM TO THE CHICKEN GUY! RESTAURANT DEVELOPMENT AGREEMENT REQUIRED FOR ILLINOIS DEVELOPERS

[Item 17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION]

• 1. The provisions of this Addendum form an integral part of, and are incorporated into, the Franchise Agreement. This Addendum is being executed because: (A) the offer or sale of a franchise to Franchisee was made in the State of New York; (B) Franchisee is a resident of the State of New York; and/or (C) the Franchised Restaurant will be located and/or operated, and/or all or part of the Protected Area will be located, in the State of New York.
• 2. Any provision in the Franchise Agreement that is inconsistent with the New York General Business Law, Article 33, Sections 680 – 695, may not be enforceable.
• 3. The following sentence is added to the end of Sections 2.B.(2)(e), 19.B.(5) and 20:

Any provision in this Agreement requiring Franchisee to sign a general release of claims against Chicken Guy does not release any claim Franchisee may have under New York General Business Law, Article 33, Sections 680-695.

4. The following sentence is added to Section 18:

Chicken Guy will not assign its rights under this Agreement, except to an assignee who in Chicken Guy's good faith and judgment is willing and able to assume Chicken Guy's obligations under this Agreement.

5. The following sentence is added to the end of Sections 21.B.(1) and 32.E.:

Chicken Guy's right to obtain injunctive relief exists only after proper proofs are made and the appropriate authority has granted such relief.

6. The following sentence is added to the end of Section 31.A.:

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

[Item 17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION]

• 1. The provisions of this Addendum form an integral part of, and are incorporated into, the Franchise Agreement. This Addendum is being executed because: (A) the offer or sale of a franchise to Franchisee was made in the State of South Dakota; (B) Franchisee is a resident of the State of South Dakota; and/or (C) the Franchised Restaurant will be located and/or operated, and/or all or part of the Protected Area will be located, in the State of South Dakota.
• 2. The following language is added to the end of Section 7. A. of the Franchise Agreement:

Pursuant to an order by the South Dakota Securities Regulation Office, Chicken Guy has posted a surety bond in the amount of $50,000.

3. Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Franchise Agreement. Except as expressly modified by this Addendum, the Franchise Agreement remains unmodified and in full force and effect. This Addendum may be executed in multiple counterparts, each of which when executed and delivered shall be deemed an original and all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Addendum by facsimile and any other electronic transmission (including PDF) shall be as effective as delivery of a manually executed counterpart of this Addendum.

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IN WITNESS WHEREOF, the parties have duly executed, sealed and delivered this Addendum as of the day and year first above written.

CHICKEN GUY (FRANCHISOR), LLC

Print Name: Print Name: ADDENDA REQUIRED BY THE STATE OF WASHINGTON

WASHINGTON ADDENDUM TO THE DEVELOPMENT AGREEMENT AND RELATED AGREEMENTS

[Item 17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION]

• 1. The provisions of this Addendum form an integral part of, and are incorporated into, the Franchise Agreement. This Addendum is being executed because: (A) the offer or sale of a franchise to Franchisee was made in the State of Rhode Island; (B) Franchisee is a resident of the State of Rhode Island; and/or (C) the Franchised Restaurant will be located and/or operated, and/or all or part of the Protected Area will be located, in the State of Rhode Island.
• 2. The following language is added to Section 31.D:
• Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act."
• 3. Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Franchise Agreement. Except as expressly modified by this Addendum, the Franchise Agreement remains unmodified and in full force and effect. This Addendum may be executed in multiple counterparts, each of which when executed and delivered shall be deemed an original and all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Addendum by facsimile and any other electronic transmission (including PDF) shall be as effective as delivery of a manually executed counterpart of this Addendum.

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IN WITNESS WHEREOF, the parties have duly executed, sealed and delivered this Addendum as of the day and year first above written.

CHICKEN GUY (FRANCHISOR), LLC

Print Name: Print Name: ADDENDA REQUIRED BY

THE STATE OF SOUTH DAKOTA

ADDENDUM TO THE CHICKEN GUY! RESTAURANT DEVELOPMENT AGREEMENT REQUIRED FOR SOUTH DAKOTA DEVELOPERS

[Item 17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION]

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.

8. Miscellaneous. Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Development Agreement. Except as expressly modified by this Addendum, the Development Agreement remains unmodified and in full force and effect. This Addendum may be executed in multiple counterparts, each of which when executed and delivered shall be deemed an original and all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Addendum by facsimile and any other electronic transmission (including PDF) shall be as effective as delivery of a manually executed counterpart of this Addendum.

IN WITNESS WHEREOF, the parties have duly executed, sealed and delivered this Addendum as of the day and year first above written.

CHICKEN GUY (FRANCHISOR), LLC

Print Name: DEVELOPER: Print Name:

ADDENDUM TO THE CHICKEN GUY! RESTAURANT FRANCHISE AGREEMENT REQUIRED FOR MARYLAND FRANCHISEES

[Item 17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION]

• 1. The provisions of this Addendum form an integral part of, and are incorporated into, the Franchise Agreement. This Addendum is being executed because: (A) the offer or sale of a franchise to Franchisee was made in the State of Minnesota; (B) Franchisee is a resident of the State of Minnesota; and/or (C) the Franchised Restaurant will be located and/or operated, and/or all or part of the Protected Area will be located, in the State of Minnesota.
• 2. Releases. The following sentence is added to the end of Sections 2.B.(2)(e), 19.B.(5) and 20:

Notwithstanding the foregoing, Franchisee will not be required to assent to a release, assignment, novation, or waiver that would relieve any person from liability imposed by Minnesota Statute §§ 80C.01 - 80C.22.

3. Non-Renewal. The following sentence is added to the end of Section 2.B.:

With respect to franchises governed by Minnesota law, Chicken Guy will comply with Minnesota Statute § 80C.14, Subdivision 3, 4, and 5 which requires, except in certain cases, that a franchisee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice for non-renewal of franchise agreements.

4. Indemnification. The following sentence is added at the end of Section 15:

Notwithstanding the foregoing, Chicken Guy will indemnify Franchisee against liability to a third party resulting from claims that Franchisee's use of a Proprietary Mark infringes trademark rights of a third party; provided, that Chicken Guy will not indemnify against the consequences of Franchisee's use of the Proprietary Marks unless the use is in accordance with the requirements of this Agreement and the System.

5. Injunctive Relief. Section 21.B.(1)(i) is deleted and replaced with the following statement:

[Item 17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION]

• 1. The provisions of this Addendum form an integral part of, and are incorporated into, the Development Agreement. This Addendum is being executed because: (A) the offer or sale of a franchise to Developer was made in the State of California; (B) Developer is a resident of the State of California; and/or (C) part or all of the Development Territory is located in the State of California.
• 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. Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Development Agreement. Except as expressly modified by this Addendum, the Development Agreement remains unmodified and in full force and effect. This Addendum may be executed in multiple counterparts, each of which when executed and delivered shall be deemed an original and all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Addendum by facsimile and any other electronic transmission (including PDF) shall be as effective as delivery of a manually executed counterpart of this Addendum.

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IN WITNESS WHEREOF, the parties have duly executed, sealed and delivered this Addendum as of the day and year first above written.

CHICKEN GUY (FRANCHISOR), LLC

Print Name: DEVELOPER: Print Name:

ADDENDUM TO THE CHICKEN GUY! RESTAURANT FRANCHISE AGREEMENT REQUIRED FOR CALIFORNIA FRANCHISEES

[Item 17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION]

10. Representations. The following paragraph is added to the end of Section 33:

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.

11. Miscellaneous. Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Franchise Agreement. Except as expressly modified by this Addendum, the Development Agreement remains unmodified and in full force and effect. This Addendum may be executed in multiple counterparts, each of which when executed and delivered shall be deemed an original and all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Addendum by facsimile and any other electronic transmission (including PDF) shall be as effective as delivery of a manually executed counterpart of this Addendum.

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IN WITNESS WHEREOF, the parties have duly executed, sealed and delivered this Addendum as of the day and year first above written.

CHICKEN GUY (FRANCHISOR), LLC

Print Name: Print Name: ADDENDA REQUIRED BY

THE STATE OF NEW YORK

ADDENDUM TO THE CHICKEN GUY! RESTAURANT DEVELOPMENT AGREEMENT REQUIRED FOR NEW YORK DEVELOPERS

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 40–46)