What state's laws govern the Mr. Sandless Franchise Agreement?

| w. Choice of law | 24.1 | | Agreement is governed by the laws of Pennsylvania. (subject to state law) | | q. | Non-competition covenants during the term of the franchise | 18.1 | During the term of the Franchise Agreement, you may not, directly or indirectly: (i) own, maintain, engage in, be employed by, lend money to, extend credit to or have any interest in any other business offering services and/or products similar to those offered under the System, except for your operation of any other Mr. Sandless; (ii) employ or seek to employ any person who is at that time employed by us, our affiliates or any other franchisee in the System, or otherwise directly or indirectly induce or seek to induce that person to leave his or her employment; or (iii) divert or attempt to divert any business or customer of the Business to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with the Proprietary Marks or the System. Subject to state law. |

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 of this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act."

STATE ADDENDUM REQUIRED BY THE STATE OF INDIANA

1. To be added to Item 3 of the Disclosure Document, is the following statement:

There are presently no arbitration proceedings to which the Franchisor is a party.

• 1. Item 17 of the Disclosure Document is amended to reflect the requirement under Indiana Code 23-2-2.7-1 (9), which states that any post term non-compete covenant must not extend beyond the franchisee's designated territory.
  • 1. Item 17 is amended to state that this is subject to Indiana Code 23-2-2.7-1 (10).
• 1. Under Indiana Code 23-2-2.7-1 (10), jurisdiction and venue must be in Indiana if the franchisee so requests. This amends Article 24 of the Franchise Agreement.
  • 1. Under Indiana Code 23-2-2.7-1 (10), franchisee may not agree to waive any claims or rights.

STATE SPECIFIC ADDENDUM FOR THE COMMONWEALTH OF VIRGINIA

In recognition of the restrictions contained in Section 13.1-564 of the Virginia Retail Franchising Act, the Franchise Disclosure Document for Mr. Sandless Franchise LLC for use in the Commonwealth of Virginia shall be amended as follows:

The following statement is added to Item 5:

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.

DISCLOSURE REQUIRED BY THE STATE OF MICHIGAN

THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE SOMETIMES IN FRANCHISE DOCUMENTS. IF ANY OF THE FOLLOWING PROVISIONS ARE IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOT BE ENFORCED AGAINST YOU:

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 30–34)