anchisee.

This is also to provide Covenantor with notice that, pursuant to 18 U.S.C. §1833(b), an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret: (i) made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (ii) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, please note that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, provided that such individual (i) files any document containing the trade secret under seal, and (ii) the individual does not disclose the trade secret, except pursuant to a court order.

In-Term Covenant Not to Compete.

To protect the goodwill and unique qualities of the My Salon Suite franchise system and the confidentiality and value of the Confidential Information, and in consideration for the disclosure to Covenantor of the Confidential Information, Covenantor covenants that, during the time Covenantor is associated with Franchisee, Covenantor will not:

• (i) Divert, or attempt to divert, any business or customer of the Franchised 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 SMF's proprietary trademarks and operating system.
• (ii) Own, maintain, engage in, lend money to, extend credit to, have any interest in, or be employed as an officer, director, executive, or principal of any other business that: (i) is the same as, or substantially similar to the Franchised Business; (ii) engages in the rental of salon studio spaces or that offers or provides any of the other products/services that are offered by the Franchised Business; or (iii) grants or has granted franchises or licenses, or establishes or has established joint ventures, for one or more businesses that engage in the rental of salon studio spaces or that offer or provide any of the other products/services that are offered by the Franchised Business (collectively, a "Competing Business"); provided, however, that this Section does not apply to Franchisee's operation of a Franchised Business pursuant to a valid franchise agreement with SMF.

Post-Term Covenant Not to Compete.

In further consideration for the disclosure to Covenantor of the Confidential Information and to protect the goodwill and unique qualities of the My Salon Suite system, Covenantor agrees that for a continuous uninterrupted period of two (2) years that Covenantor will not, directly or indirectly, for themselves, or through, on behalf of or in conjunction with any person(s) or Entity:

• (i) Franchising or Licensing Activities*.* Be involved with any business competing in whole or in part with SMF in granting franchises or licensing, or establishing joint ventures, for one or more businesses that engage in the rental of salon studio spaces or that offer or provide any of the other products/services that are offered by the Franchised Business;
• (ii) Other Competing Businesses*.* Own, maintain, engage in, have any interest in, or be employed as an officer, director, executive, or principal of any other Competing Business within the following areas: (i) at the location of the Franchised Business; (ii) within Franchisee's territory; (iii) within a radius of 20 miles of the perimeter of the Franchisee's territory granted hereunder; or (iv) within a radius of 20 miles of the perimeter of any other protected territory licensed by SMF to any third party or any Franchised Business that is in operation or under development, as of the date of expiration, transfer or termination of this Franchise Agreement through the date of Covenantor's involvement in the Competing Business; or
• (iii) Vendor Usage*.* Contact any of SMF's vendors for any competitive business purpose.

Irreparable Injury.

Covenantor agrees that in the event of a breach of this Agreement, Franchisee and SMF would be irreparably injured and would be without an adequate remedy at law. Therefore, in the event of such a breach or threatened breach, Franchisee and/or SMF shall be entitled, in addition to any other remedies which are made available to it at law or equity, to a temporary and/or permanent injunction, without the necessity of showing actual or threatened harm, and without being required to furnish a bond or other security.

Third-party Beneficiary.

SMF is expressly intended to be a third-party beneficiary of this Agreement. SMF shall have the right to enforce this Agreement and all provisions hereof.

No Waiver.

Any failure by Franchisee or SMF to object to or act with respect to any breach of any provision of the Agreement by Covenantor shall not operate or be construed as a waiver of or consent to that breach or any subsequent breach by Covenantor.

Enforcement.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCEPT FOR TEXAS CHOICE OF LAW RULES. COVENANTORS HEREBY IRREVOCABLY SUBMIT THEMSELVES TO THE JURISDICTION OF THE STATE COURTS OF DALLAS COUNTY, TEXAS, AND THE FEDERAL DISTRICT COURTS FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS, DIVISION. COVENANTORS HEREBY WAIVE ALL QUESTIONS OF PERSONAL JURISDICTION OR VENUE FOR THE PURPOSE OF CARRYING OUT THIS PROVISION. COVENANTORS HEREBY AGREE THAT SERVICE OF PROCESS MAY BE MADE UPON HIM IN ANY PROCEEDING RELATING TO OR ARISING UNDER THIS AGREEMENT OR THE RELATIONSHIP CREATED BY THIS AGREEMENT BY ANY MEANS ALLOWED BY TEXAS OR FEDERAL LAW.

COVENANTORS FURTHER AGREE THAT VENUE FOR ANY PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT SHALL BE DALLAS COUNTY, TEXAS; PROVIDED, HOWEVER, WITH RESPECT TO ANY ACTION WHICH INCLUDES INJUNCTIVE RELIEF OR OTHER EXTRAORDINARY RELIEF, FRANCHISOR OR FRANCHISEE MAY BRING SUCH ACTION IN ANY COURT IN ANY STATE WHICH HAS JURISDICTION.

Severability.

Each of the foregoing covenants shall be construed as independent of any other covenant or provision of this Agreement. If all or any portion of a covenant is held unreasonable or unenforceable, Covenantor expressly agrees to be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and made a part of this Agreement.

Entire Agreement.

This Agreement contains the entire agreement of the parties regarding the subject matter hereof. This Agreement may be modified only by a writing executed by all parties. IN WITNESS WHEREOF, the undersigned has entered into this Agreement as witnessed by their signatures below.

COVENANTOR:# ATTACHMENT I TO THE FRANCHISE AGREEMENT TRANSFER ADDENDUM

| THE | SUITE | MANAGEMENT | FRANCHISING, | LLC | FRANCHISE | AGREEMENT | | |------------|----------|---------------------------------------------------------------------------------------------------|------------------------|------------------|-----------------------|-----------------------------------------------------|--| | | | ("Agreement") between | | ,whose principal | | | | | address is | | LLC, a Florida limited liability company located at 2542 Highlander Way, Carrollton, Texas 75006-2333 ("we, us, or our") as of the date signed by us and set forth opposite our signature on | | | | ("you" or "your") and Suite Management Franchising, | | | this | Addendum | (the "Effective Date") which shall be considered an integral part of the Agreement (the "Addendum"): | shall be amended | by the | addition of the | following language, | | Certain provisions contained in the Agreement are amended to be consistent with your purchase of an existing Franchised Business.

INCORPORATION OF TERMS OF AGREEMENT

This Addendum shall amend and supplement the Agreement simultaneously executed by the parties herein. The terms, covenants, and conditions of this Addendum are incorporated into the Agreement, and with respect to any conflict between the two agreements, the terms of this Addendum shall be controlling with respect to the subject matter thereof.

AMENDMENTS TO THE AGREEMENT

The Agreement shall be amended as follows:

1.

Source: Item 23 — RECEIPTS (FDD pages 95–230)