What is Southern Steer Franchising International, LLC's intention regarding dispute resolution provisions, such as venue, choice-of-law, and arbitration, within the Franchise Agreement and Multi-Unit Development Agreement?

• Governing Law; Severability. Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. §1051 et seq.), this Agreement and the relationship between the Franchisor and the Multi-Unit Developer will be governed by the laws of the State of Florida, unless applicable state law specifically provides to the contrary; and further provided that the parties expressly agrees that this Agreement is not intended to confer on any Franchisee that is not operating a Southern Steer Business in, or a resident of, the State of Florida the benefit of the Florida franchise law or any other Florida law providing specific protection to franchisees residing in or operating in the State of Florida. The provisions of this Agreement which conflict with or are inconsistent with applicable governing law will be superseded and/or modified by such applicable law only to the extent such provisions are inconsistent. All other provisions of this Agreement will be enforceable as originally made and entered into upon the execution of this Agreement by the Multi-Unit Developer and the Franchisor.

• Definition of Dispute.

Subject to Section 14.4, "Dispute" means any disputes, controversies or claims between Franchisor, its Affiliate, shareholders, owners, officers, directors, agents, employees and attorneys (in their respective capacity) and Multi-Unit Developer and Controlled Entity (if any) and Multi-Unit Developer and Controlled Entity (if any)'s Operating Principal, Owners, Guarantors, Designated Manager(s), affiliates, officers, directors, agents and employees (collectively, "Parties") (a) arising out of or related to this Agreement or any other agreement between the Parties relating to the Southern Steer Business or the relationship of the Parties hereto; (b) the relationship of the Parties hereto; (c) the Multi-Unit Developer or Controlled Entity's development of Southern Steer Businesses; (d) the scope or validity of this Agreement or any other agreement between the Parties relating to the Southern Steer Business or the relationship of the Parties hereto or any provision thereof (including the validity and scope of the arbitration obligation, which Multi-Unit Developer and Controlled Entity (if any) and Franchisor acknowledge will be determined by an arbitrator and not a court, unless the arbitrator invalidates the Arbitration provision in its entirety, in which case, wither party has the right to appeal such invalidation to a court of competent jurisdiction).

• Business Judgment.

The Parties recognize and any mediator, arbitrator and judge is affirmatively advised, that certain provisions of this Agreement reflect rights of Franchisor and Multi-Unit Developer and Controlled Entity (if any) to take (or refrain from taking) certain actions in exercise of its business judgment based on its assessment of the long term interests of the franchised system as a whole.

Where such discretion has been exercised and is supported by the business judgment of Franchisor or Multi-Unit Developer and Controlled Entity (if any), a mediator, arbitrator or judge shall not substitute his or her judgment for the judgment so exercised by Franchisor or Multi-Unit Developer and Controlled Entity (if any).

Only those portions of the arbitration clause with respect to such claim or claims as are necessary to comply with applicable law will be invalid and considered severable, but the remainder will be enforced.

• Disputes Not Subject to Mediation and Arbitration.

The following disputes between the Franchisor and the Multi-Unit Developer and Controlled Entity (if any) will not be subject to mediation or arbitration:

• (a) use of the Marks, Confidential Information, Trade Secrets or Copyrighted Materials by the Multi-Unit Developer and Controlled Entity (if any), their Owners, directors, officers, agents, Guarantors, Operating Principal, Designated Manager(s), employees, affiliates or contractors;

• (b) conduct which is alleged to otherwise infringe the intellectual property rights of Franchisor or any of its Affiliates;

• (c) the obligations of the Multi-Unit Developer, Controlled Entity (if any) and the Franchisor upon termination or expiration of this Agreement;

• (d) any alleged breach of the provisions of this Agreement relating to data security, Confidential Information, Trade Secrets and in-term and post-term covenants not to compete as further set out in Section 11;

• (e) any dispute regarding the Multi-Unit Developer's and Controlled Entity's (if any) obligations to indemnify the Franchisor and/or an Affiliate for any Claims or Damages pursuant to Section 13 of this Agreement; and

• (f) any injunctive actions commenced by either party pursuant to this Agreement or pursuant to any statutory or common law rights.

THE PARTIES AGREE THAT THE EXCLUSIVE VENUE FOR DISPUTES BETWEEN THEM UNDER THIS SECTION 14.4 SHALL BE IN FEDERAL OR STATE COURTS SITUATED IN CLEARWATER, FLORIDA AND EACH PARTY WAIVES ANY OBJECTION IT MIGHT HAVE TO THE PERSONAL JURISDICTION OF OR VENUE IN SUCH COURTS. NOTWITHSTANDING THE FOREGOING, IF FRANCHISOR'S PRINCIPAL PLACE OF BUSINESS IS NOT LOCATED IN THE CLEARWATER, FLORIDA METROPOLITAN AREA, THE NEAREST CITY TO FRANCHISOR'S PRINCIPAL PLACE OF BUSINESS AT THE TIME WITH A STATE AN

Source: Item 5 — and 7 of the FDD, Section 3.1 of the Franchise Agreement and Section 4.1 of the Multi-Unit Development Agreement are hereby amended to state that payment of the initial franchise fee and development fee will be deferred until We have satisfied Our pre-opening obligations, and You have commenced business operations. (FDD pages 168–290)