What claims are excepted from the requirement to mediate for Ella Cafe?

Guarantor agrees that the existence of any claim it or Franchisee may have against Ella Coffee Company shall not constitute a defense to the enforcement by Ella Coffee Company of the covenants of this Section.

If Guarantor fails to comply with the obligations under this Section during the restrictive period, then the restrictive period will be extended an additional day for each day of noncompliance.

• **4.

Modification.** Guarantor agrees that Guarantor's liability hereunder shall not be diminished, relieved or otherwise affected by (a) any amendment of the Franchise Agreement, (b) any extension of time, credit or other indulgence which Ella Coffee Company may from time to time grant to Franchisee or to any other person or entity, or (c) the acceptance of any partial payment or performance or the compromise or release of any claims.

• **5.

Governing Law; Dispute Resolution.** This Guaranty shall be governed by and construed in accordance with the laws of the state of Florida (without giving effect to its principles of conflicts of law).

The parties agree that any Florida law for the protection of franchisees or business opportunity purchasers will not apply unless its jurisdictional requirements are met independently without reference to this Section 6.

The provisions of Article 17 (Dispute Resolution) of the Franchise Agreement apply to and are incorporated into this Guaranty as if fully set forth herein.

Guarantor shall pay to Ella Coffee Company all costs incurred by Ella Coffee Company (including reasonable attorney fees) in enforcing this Guaranty.

If multiple Guarantors sign this Guaranty, each will have joint and several liability.

Source: Item 22 — CONTRACTS (FDD page 50)