What is the geographic scope of the North Dakota addendum for the Pearce Bespoke franchise?

FRANCHISOR: PEARCE BESPOKE FRANCHISING, LLC Nathan Pearce Chief Executive Officer , (Print Name, Title)

ADDENDUM TO THE PEARCE BESPOKE FRANCHISING LLC DISCLOSURE DOCUMENT AND FRANCHISE AGREEMENT REQUIRED BY THE STATE OF NORTH DAKOTA

The North Dakota Securities Commissioner requires that certain provisions contained in franchise documents be amended to be consistent with North Dakota law, including the North Dakota Franchise Investment Law, NDCC § 51-19 et seq. ("NDFIL"). To the extent that (a) the jurisdictional requirements of the NDFIL are met and (b) this Franchise Disclosure Document and Franchise Agreement contain provisions that are inconsistent with the following, such provisions are hereby amended:

• 1. Covenants not to compete upon termination or expiration of the franchise agreement are subject to NDCC § 9-08-06.
• 1. To the extent required by the NDFIL, arbitration proceedings shall take place at a location mutually agreed upon by you and us.
• 1. Any requirement that you consent to liquidated damages or termination penalties shall not apply to the extent prohibited by the NDFIL;
• 1. Any requirement that you consent to (i) the jurisdiction of courts outside of North Dakota, (ii) the application of laws of a state other than North Dakota, (iii) waiver of jury trial or (iv) waiver of exemplary and punitive damages shall not apply to the extent prohibited by the NDFIL;
• 1. Any release required as a condition to a renewal of the franchise agreement shall not apply to the extend prohibited by the NDFIL;
• 1. Any requirement that you consent to a limitation of claims shall not apply to the extent prohibited by the NDFIL. As applicable, the statute of limitations under North Dakota law shall control.
• 1. The prevailing party in any enforcement action is entitled to recover all costs and expenses, including attorney's fees.
• 1. 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.
• 1. The North Dakota Securities Commissioner 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.

Source: Item 22 — CONTRACTS (FDD page 39)