SMOOTHIE King

/wU SMOOTHIE KING Nutritional Lifestyle Centers™

Smoothie King Franchises, Inc. Franchise Disclosure Document

2*13-2014-2015 20*3-2014-2015 FRANCHISE DISCLOSURE DOCUMENT FOR PROSPECTIVE FRANCHISEES Smoothie King Franchises, Inc. A Louisiana Corporation 121 Park Place Covington3900 N. Causeway Blvd.. Suite 1300 Metairie, LA -7043370002 (985) 635-6973 www.smoothieking.com steveemichael.brunofgismoothieking.com *

CWU SMOOTHIE KiNG. TM Nutritional Lifestyle Centers The franchisee will operate a retail business offering smoothies and other nutritional drinks and general nutritional products under the name Smoothie King®. Smoothie King also offers Area Development rights to develop multiple Smoothie King businesses.

The total investment necessary to begin operation of a traditional Smoothie King® Business is from $444^00176,300 to $336200403.550. This includes $2025,000 to $3641,000 that must be paid to us. The total investment necessary to begin operation of a non-traditional Smoothie King® Business is from $100,200118,320 to $4^700239,380. This includes $4620,000 to $2326,000 that must be paid to us.4f you aro an existing franchisee that is devoloping an additional Smoothie King bupinoso, when you apply to develop the additional Smoothie King business, you must pay us a deposit of $1,000 for each Smoothie King business you desire to develop. If you sign an Area Development Agreement, you also must pay us a development fee of $5,000 for each Smoothie King® franchise you commit to develop after the first franchise.

This disclosure document summarizes certain provisions of your franchise agreement and other information in plain English. Read this disclosure document and all accompanying agreements carefully. You must receive this disclosure document at least 14 calendar days before you sign a binding agreement with, or make any payment to, the franchisor or an affiliate in connection with the proposed franchise sale. Note, however, that no governmental agency has verified the information contained in this document.

You may wish to receive your disclosure document in another format that is more convenient for you. To discuss the availability of disclosures in different formats, contact the Smoothie King franchise sales office at 121 Park Place, Covington, LA 704333900 N. Causeway Blvd.. Suite 1300. Metairie, LA 70002. (985) 635-6973.

The terms of your contract will govern your franchise relationship. Don't rely on the disclosure document alone to understand your contract. Read aUthe entirety of your contract carefully. Show your contract and this disclosure document to an advisor, like a lawyer or an accountant. Buying a franchise is a complex investment. The information in this disclosure document can help you make up your mind. More information on franchising, such as "A Consumer's Guide to Buying a Franchise," which can help you understand how to use this disclosure document, is available from the

Smoothie King 2014-2015 Federal Trade Commission. You can contact the FTC at 1-877-FTC-HELP or by writing to the FTC at 600 Pennsylvania Avenue, NW, Washington, D C. 20580. You can also visit the FTC's home page at www.ftc.gov for additional information. Call your state agency or visit your public library for other sources of information on franchising.

There may also be laws on franchising in your state. Ask your state agencies about them. Issuance Date: April 8,201330, 2014

Smoothie King 2014-2015 STATE COVER PAGE

Your state may have a franchise law that requires a franchisor to register or file with a state franchise administrator before offering or selling in your state. REGISTRATION OF A FRANCHISE BY A STATE DOES NOT MEAN THAT THE STATE RECOMMENDS THE FRANCHISE OR HAS VERIFIED THE INFORMATION IN THIS DISCLOSURE DOCUMENT.

Call the state franchise administrator listed in Exhibit L for information about the franchisor, or about franchising in your state.

MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENEW UNCONDITIONALLY AFTER THE INITIAL TERM EXPIRES. YOU MAY HAVE TO SIGN A NEW AGREEMENT WITH DIFFERENT TERMS AND CONDITIONS IN ORDER TO CONTINUE TO OPERATE YOUR BUSINESS. BEFORE YOU BUY, CONSIDER WHAT RIGHTS YOU HAVE TO RENEW YOUR FRANCHISE, IF ANY, AND WHAT TERMS YOU MIGHT HAVE TO ACCEPT IN ORDER TO RENEW.

Please consider the following RISK FACTORS before you buy this franchise:

1. THE FRANCHISE AGREEMENT AND AREA DEVELOPMENT AGREEMENT REQUIRE YOU TO RESOLVE DISPUTES WITH US BY LITIGATION ONLY IN LOUISIANA. OUT-OF-STATE LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST MORE TO LITIGATE WITH US IN LOUISIANA THAN IN YOUR OWN STATE.

2. THE FRANCHISE AGREEMENT AND AREA DEVELOPMENT AGREEMENT STATE THAT LOUISIANA LAW GOVERNS THE AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS.

3. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Effective Date: See the next page for state effective dates

Smoothie King 2014-2015 iii STATE EFFECTIVE DATES

The following states require that the disclosure document be registered or filed with the state, or be exempt from registration: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington and Wisconsin.

This disclosure document is registered, on file or exempt from registration in the following states having franchise registration and disclosure laws, with the following effective dates:

State Effective Date State Effective Date California December 15, 2012April 30, 2014 Minnesota Pending Hawaii Pending New York PendmeApril 30, 2014 Illinois PendmeApril 30. 2014 Rhode Island Pending Indiana PendineApril 30, 2014 Virginia Pending Maryland Pending Washington PendmeApril 30. 2014 Michigan PendmeApril 30, 2014 Wisconsin Pending

In the states listed below, the effective date (and issuance date) of this disclosure document is April ^ 304330, 2014.

Alabama Kentucky North Carolina Alaska Louisiana Ohio Arizona Maine Oklahoma Arkansas Massachusetts Oregon Colorado Mississippi Pennsylvania Connecticut Missouri South Carolina Delaware Montana Tennessee District of Columbia Nebraska Texas Florida Nevada Utah Georgia New Hampshire Vermont Idaho New Jersey West Virginia Iowa New Mexico Wyoming Kansas

Smoothie King 2014-2015 IV NOTICE REQUIRED BY 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:

Each of the following provisions is void and unenforceable if contained in any documents relating to a franchise:

(a) A prohibition on the right of a franchise to join an association of franchisees.

(b) A requirement that a franchisee assent to a release, assignment, novation, waiver, or estoppel which deprives a franchisee of rights and protections provided in this act. This shall not preclude a franchisee, after entering into a franchise agreement, from settling any and all claims.

(c) A provision that permits a franchisor to terminate a franchise prior to the expiration of its term except for good cause. Good cause shall include the failure of the franchisee to comply with any lawful provisions of the franchise agreement and to cure such failure after being given written notice thereof and a reasonable opportunity, which in no event need be more than 30 days, to cure such failure.

(d) A provision that permits a franchisor to refuse to renew a franchise without fairly compensating the franchisee by repurchase or other means for the fair market value, at the time of expiration, of the franchisee's inventory, supplies, equipment, fixtures, and furnishings. Personalized materials which have no value to the franchisor and inventory, supplies equipment, fixtures, and furnishings not reasonably required in the conduct of the franchised business are not subject to compensation. This subsection applies only if: (i) the term of the franchise is less than 5 years; and (ii) the franchisee is prohibited by the franchise or other agreement from continuing to conduct substantially the same business under another trademark, service mark, trade name, logotype, advertising, or other commercial symbol in the same area subsequent to the expiration of the franchise or the franchisee does not receive at least 6 months advance notice of franchisor's intent not to renew the franchise.

(e) A provision that permits the franchisor to refuse to renew a franchise on terms generally available to other franchisees of the same class or type under similar circumstances. This section does not require a renewal provision.

THE MICHIGAN NOTICE APPLIES ONLY TO FRANCHISEES WHO ARE RESIDENTS OF MICHIGAN OR LOCATE THEIR FRANCHISES IN MICHIGAN.

Smoothie King 2014-2015 (^ Ap^ônûirmg^ This shall not pûde the ftanchiseeftom ending into an a^ oondttet arbitration ataloeationootstdo this state.

(g) Aprovisionwhiehpermitsat^nehisortore^setopermitatransferorowners^^ franchise, except for good eause. This subdivision does not preventafranchisor from exercising aright offtrst refusal to purchase the franchise.Good cause shall include, but is not iim^^

(i) The failure of the proposed franchisee to meet the franchisor's then current reasonable qualifications or standards.

(ii) The fact that the proposed transferee is a competitor of the franchisor or subfranchisor.

(iii) The unwillingness ofthe proposed transferee to agree in writing to comply with all lawful obligations.

(iv) The failure ofthe franchisor or proposed transferee to remit any sums owing to the franchisor or to cure any default in the franchise agreement existing at the time of the proposed transfer.

(h) ^provision that requires thefranchisee to resell to thefranchisor items that are not uniquely identified with the franchisor. This subdivision doesnotprohibitaprovision that grants toafranchisoraright of f^rst refusal to purchase the assets ofafranchise on the same terms and conditions asabonafide third party willing and able topurchase those assets, nor does this subdivisionprohibitaprovision that grants thefranchisor the right to acquire the assets ofa franchise for the market or appraised value of such assets if the franchisee has breached the lawfulprovisions of the franchise agreement and has failed to cure the breach in the manner provided in subdivision (c).

(i) A provision which permitsthe franchisor to directly or indirectly convey,assign, or otherwise transfer its obligations to fulfill contractual obligations to the franchisee unless provision has been made for providing the required contractual services.

The ^ctth^tthere^sôtlce of this offers not constitute ^p^rov^recomê^^tioô^

Any questions regarding this notice should be directed to the Department of the Attorney General, State of Michigan, 670 Williams Building, Lansing, Michigan 48913, telephone (517) 373-71 17.

Smoothie King 2014-2015 vi TA^EE OF CONTENTS IT^M PACE

4 THEE^NCHISORANOANYPARENTS^REOECESSORSANDAEE^AT^^ I 2 BUSINESS EXPERIENCE 3 3 EITIOATION ^ 4 BANKRUPTCY ^ ^ 1NITIAEEEES ^ 6 OTHEREEES ^ 7 ESTIMATED INITIAE INVESTMENT ^3 8 RESTRICTIONSONSOURCESOE PRODUCTS AND SERVICES 9 ERANCHISEE'SOBEIOATIONS ^ 10 EINANCINC 11 ERANCEIISOR'SASSISTANCE^ADVERTISINO, COMPUTER SYSTEMS,AND TRAINING 12 TERRITORY 3^ 13 TRADEMARKS ^6 14 PATENTS, COPYRIGHTS AND PROPRIETARYINEORMATION 4137 15 OBLIGATION TOPARTICIPATE IN THE ACTUAL OPERATION OETHE ERANCHISEBUSINESS ^ 16 RESTRICTIONSONWHATTHE FRANCHISEE MAYSELL 423^ 17 RENEWAL, TERMINATION, TRANSEERAND DISPUTE RESOLUTION 443^ 18 PUBLIC FIGURES ^ 19 FINANCIAL PERFORMANCE REPRESENTATION ^ 20 OUTLETS AND FRANCHISEE INFORMATION ^1 21 FINANCIAL STATEMENTS ^8 22 CONTRACTS ^ 23 RECEIPTS ^

Smoo^Kmg20^0^ vii Exhibits:

Exhibit A List of Smoothie King Franchisees Exhibit B List of Former Franchisees Exhibit C Audited Financial Statements Exhibit D Guarantee of Smoothie King Franchises, Inc. Exhibit E Area Development Agreement Exhibit F Franchise Agreement Exhibit G Smoothie King Franchise Purchase Affidavit Exhibit H Guaranty Agreement Exhibit I Contingent Assignment of Lease Exhibit J Smoothie King Manuals-Table of Contents Exhibit K State Law Addendum Exhibit L State Agencies/Agents for Service of Process Exhibit M Automatic Bank Draft Exhibit N Franchise Agreement Addendum - Non-Traditional Location Exhibit O Smoothnet Terms of Use Agreement Exhibit P Form General Release of Claims Exhibit Q Now Franchisee Incentive Program Addendum Exhibit R Receipts

Smoothie King 2014-2015 vm FRANCmsED^CEO^REDOC^ENT SMOOTHIE KING FRANCH^E^ INC.

Iteml

THE ERANCHISORANDANYPARENTS^REDECESSORS AND AFFILIATES

TheF^n^o^ Tosimp^^e^guagem^^ ^w^means Smoothie King Franchisee the francs ^You^ means the persons who signs the Franchise Agreement, inciting a corporation, partnership, hmited hahihty company or other legal business entity business entity'^ lFyonareahnsinessentity,certainprovisionsofSmoothie King's Franchise Agreement and Oevelopment Agreement will also apply to some oF your owners. This disclosure document will indicate when your owners are also covered hyaparticular provision.

The Smoothie King^ concept and primary product wasoriginated in 1973 hy Stephen C. Kuhnau,Sr. Smoothie King isaEouisiana corporation incorporated on May^, 1987. The corporation was originally incorporated under the name Original California Smoothie Bar Franchise^^ On April 6, 1989, thenameof the corporation was changed toSmoothieKingFlomeoF the Muscle Funch Franchises,lnc. On January 2, 1997,the name oFthe Corporation was changed toSmoothieKing Franchises, Inc. Effective as oFJanuary l,1997,Smoothie King hecameasuhsidiaryoFSmoothie King Systems, Inc ^SKSF') OnJuly6, 2012, SK USA, Inc ^SKUSA'^purchasedSKSl SKUSAis controlled hy Smoothie King Korea, Inc., formerly known as Smoothies Korea, Inc. ^SmoothiesSmoothie King Korean Asaresult,SmoothicsSmoothieKingKorea.SKUSAandSKSl are our parent companies. Smoothie King's affiliate, SK Nutritional Formulas, EEC ^SKN'^owns^ develops, licenses and di^trihutesmay own, develop, licenseand^ordistrihute SMOOTF1IE KINO® privatelaheland other retailproducts which all Smoothie King® units are required to sell. Smoothie King® units must purchase these items From our designated third party suppliers. SKNhasnotoftered Franchises lor this or any other business Smoothie King's, SKtJSA's,SKSFs, and SKN's principal business address is 121FarkFlacc, Covington, Louisiana 70433. Smoothico3900N Causeway Blvd, Suitel300, Metairie, EA 70002. Smoothie King Korea's principal business address isll Oosan-daero 11-gil, Seoul, Korea 13^ 888. Smoothie King operates under its corporate name and under the service marks ^SMOOTFllE KINO®" and associated marks and logos. Smoothie King's agent in this state tbr service ofprocess,iFapplicable^ is disclosed in Exhibit E. Except as described in this Item, Smoothie King has no predecessors, parents or affiliates.

Smoothie King offers youafranchise whose primary business is the sale of products under the name and service mark ^SMOOTHIE KINO®." The type ofbusiness that you will operate is referred to inthisdisclosuredocumentasa^Smoothie King Nutritional Lifestyle Center,''^Uni^ Business."

Smoothie King has been oft^ring franchises since May 1988. Smoothie King does not currently operate any Smoothie King Businesses. Smoothie King's affiliate, Smoothie King Co., Inc. ^SKCl") currently owns and operates seven (7sixtcen^l^Smoothie King Businesses under non-exch^e^oya^ free licenses from Smoothie King. SKC1 may own and operate more Smoothie King Businesses in the future. Smoothie King has not offered franchises in any other lines ofbusiness. Smoothie King does not have any other business activities Neither SmoothicsSmoothie King Korea. SK USA nor SKC1 provide goods or services to franchisees or offer franchises in any line ofbusiness.

Smooth Kmg^4 ^5 TheFranch^opnortum^

Weoffer Smoothie King® ftanchisesfo r the operation You must enter intoaFranehise Agreement for eaeh Unit purchased Units ofter our original Smoothie King® smoothies consisting of ail natural hlends of real fruits, pure frmt^ supplements, other blended products, and meal replacement items that are custom made to order. Units alsooflerconsumers theheneftt ofnutritional retail merchandise, which includes: vitamins, herhs, mmerals,amyriadofsupplements,andhealthy snack items, among many others.

Smoothie King developed and owns a proprietary system (^System") that you will use in operating your Unit. ThisSystem includes specialized hands-ontraining,marketing and advertising support, volume buying power,husinesssynergy,on-going support and corporate integrity.

Smoothie King also provides you with certain confidential information and methods tor managingaSmoothie King NutritionalLifestyle Center. You will use Smoothie King's trademarks, logos, brand and overall developed intellectual property including ^SMOOTHIE KING®," the ^CROWN" design and other product and service names and marks that Smoothie King may designate to identity the System These names and marks are reterred to in this disclosure document as proprietary Marks"

Smoothie King offers franchises for^Tradi^ Traditional locations arefull-service,franchisedUnits that typically operate in strip centers or other c shopping centers. Youreceiveaprotectedterritory if you operate your Unit inaTraditional location. Non-Traditional Unitstypically are located withinapublic venue or another business or are dependent upon one main business or organization as its primary trade generator, such as convention centers, movie theaters, small health clubs, and small hospitals, and provide limited access to the general public. If you operate your Unit inaNon-Traditional location, you do not receiveaprotected territory. Smoothie King considers all sitesaTraditionallocation unless Smoothie King approves the location, in writ^ Non-Traditional location. All referencesto Units includebothTraditional andNon^Traditional locations, unless otherwise specified. You must sign our Franchise Agreement, attached as Exhibits. If you will operatefromaNon-Traditional location, you also must sign the Non-Traditional Location Addendum^ attached as Exhibit N.

Ifyou wish to have the right to open multiple Units in an area, you must enter intoadevelopment agreement (the development Agreement") with Smoothie King. Under the Development Agreement, youwill receive the right to openacertain number ofUnitsatTraditional locations overadefined period oftimeinadefined area, as Smoothie King determines, on the basis of the market potential and the size ofthe designated area. The term ofyour Development Agreement generally will not be longer than five (^years and will require you to lease or purchase the approved location ofthe first Unit within six (6) months from the dateofyour Development Agreement andopenyour first Unit within twelve (12) months from the date ofyour Development Agreement and open each subsequent Unit within six (6)^ twelve(12)monthtimeperiodsafterthe first Unit.

Market and Comoe^on: The marketfortheproducts sold inaSmoothie King Nutritional Lifestyle Center is the general public. Although the market for the nutritional products carriedinthe Unit is more developed, the market for smoothies and other blended products continues to develop and build on its growing recognition The market may be affected by general economic conditions and is seasonal in most areas. The market is highly competitive and you will be competing with other smoothie businesses,snackandjuicebars,generalfood service establishments carrying smoothies, vitamin and supplement retailers and other similar blended products as an offering on their menus, national and loc^^ generalnutritionbusinesses and healthfbod businesses. National andlocalrestaurants also develop

Smoo^Kmg^^O^ smoothie drinks as addition carry some ofthe same or similar product hues. Ifthe Unit is locatedinastrip center or local or regional shopping mall, you typically will compete with businesses ottering competitive the same center or malk

Government Reûlaôn: Local, stateand federal lawsand regulations will apply tothe business operations ofaSmoothie King Nutritional Lifestyle Center. The Food and Drug Administration ^TDA'ând FederalTrade Commission ^FTC") have certain laws and regulations that a howyou market, sell and label your vitamins, supplements and smoothies, and howyou present nutritional information For your products Food service, health and sanitation laws and regulations will also directly apply to the preparation oFyour smoothies and handling oFother Food products. In addition, certaingeneral laws will apply toaSmoothie King Nutritional Lifestyle Center For example, you must comply with laws and local ordinances concerning permits, occupational licensing and the construction and operation oFaUniL Theremaybeothergeneral laws that apply toaSmoothie King Nutritional Lifestyle Center, and you should make inquiries to find out about these regulations.

Item2

BUSINESS EXPERIENCE

Chairman of the Board and Chief Executive Officer: Sung-Wan Kim

Sung-Wan Kim has been Smoothie King's Chairman of the Board since July 2012 and Chief Executive Officer since January 2013. In addition, Mr. Kim has been the President and Chief Executive Officer of SmoothiosSmoothie King Korea, Inc. in Seoul, Korea since 2003. President, Chief Operating Officer and Director: Thomas O'Keefe

Mr. O'Keefe has been Smoothie King's President, Chief Operating Officer and a Director since January 2013. Before joining Smoothie King, Mr. O'Keefe held the positions of Senior Vice President and General Counsel for Anytime Fitness, LLC in Hastings, Minnesota, from March of 2010 until December 2012. Between January 2009 and February 2010, he was self-employed as an attorney in Covington, Louisiana. From March 2005 until January 2009, he was Executive Vice President, General Counsel and Secretary for Ruth's Hospitality Group, Inc. in Heathrow, Florida. Ruth's Hospitality Group, Inc. is the operator and franchisor of Ruth's Chris Steak House restaurants and Mitchell's/Columbus Fish Market and Mitchell's/Cameron's Steakhouse restaurants.

Executive Vice President-oC Business Development & Real Estate and Director: Richard Lcvoillo, fe: Michael Bruno

Richard R. Loveillo, Jr. has served as Executive Vice President of Smoothie King since March 1994 and has been a Director of Smoothie King since January 2013. He also was a member of Smoothie King's Board of Diroctoro from December 2007 until March 2011.

Executive Vice President of Administration Mr. Bruno has been Smoothie King's Vice President. Business Development since April 2014. Before joining Smoothie King, he held the position of Vice President Franchise Development. Retail Sales and Operations for 1-800-FLOWERS in Carle Place. New York, from March of 2013 until October 2013. Between January 2011 and March 2013. he was Director of Franchise Sales. Development and Operations for LUXOTTICA in Mason. Ohio. Prior to that, from January 2008 until January 2010. he was Owner and Chief Operating Officer for USA

Smoothie King 2014-2015 Restaurant Developers in Columbus, Ohio. Additionally. Mr. Bruno held the position of Senior Manager of Franchise Sales and Development for Dunkin' Brands. Inc. from August 2006 until January 2008. Vice President Operations: Al Hodges

Al Hodges has been Smoothie King's Vice President. Operations since October 2013. Before joining Smoothie King. John held the position of Vice President of Food and Beverage for MAPCO Mart Express in Brentwood. Tennessee, from June of 2013 until October 2013. Between September 2011 and December 2012. he was Vice President of Operations for Fazoli's System Management. Inc. in Lexington, Kentucky. Prior to that. Mr. Hodges was with Dunkin' Brands. Inc. in Canton. Massachusetts, serving as Region Vice President South Central Atlantic Region from January 2009 until January 2011. Vice President Eastern Seaboard from January 2007 to January 2009. and Region Vice President Central Atlantic Region from January 2006 to January 2007.

Vice President. Marketing: David Moore

David Moore has been Smoothie King's Vice President. Marketing since June 2013. Prior to joining Smoothie King, he was the Chief Marketing Officer of Spinfrv. Inc. in Woodridge. Illinois from October 2008 to June 2013. Mr. Moore was Vice President/Management Supervisor-McDonald's China Account for Leo Burnett. Chicago. USA. Singapore. Hong Kong and Shanghai from March 2003 until October of 2008 in Chicago. Illinois. Prior to that he held the position of Vice President/Regional account Director (South East Asia) from February 2001 to March 2003. also with Leo Burnett. Chicago. USA. Singapore. Hong Kong and Shanghai in Chicago. Illinois.

Vice President Purchasing & Product Development: Joseph (Rocky) Gettvs

Mr. Pettys has been Smoothie King's Vice President. Purchasing & Product Development since August 2012. Prior to that, he held the position of Director of Operations & Purchasing for Sicily's Italian Buffet in Mandeville. Louisiana, from October of 2007 until March 2011. Between February 1992 and March 2006. he was also with Smoothie King as its Director of Operations, R&D and Purchasing. Vice President. Finance: Bvoung Hoon (Paul) Ahn

Paul Ahn has been Smoothie King's Vice President of Finance since he joined the company in May of 2013. He previously held the positions of CEO and CFO at ZNP Creative Co.. Ltd. in Seoul. South Korea from August 2007 to February 2013. Prior to that Mr. Ahn was a Portfolio Manager in the Treasury Department of Samsung Electronics Co., Ltd in South Korea from July 2002 to July 2007. Vice President Project Management and Secretary: Katherine Meariman

Katherine Meariman has been the Vice President. Project Management at Smoothie King since March 2013. She has held several positions with Smoothie King since June 1998, including that of Executive Vice President of Administration smeefrom September 2006 until March 2013 and Secretary since January 2013. She also was a member of Smoothie King's Board of Directors from December 2007 until March 2011.

Vice President Design & Construction: Bret Cunningham. CFE

Bret Cunningham has been the Vice President of Design & Construction at Smoothie King since January 2014. He has held several prior positions, most recently as the Vice President of International from April 2013 to January 2014 and Director of Design & Construction from November 2012 until April 2013. Mr. Cunningham was also Store Design & Construction Manager from November 2008 until November 2012. Prior to joining Smoothie King in November of 2008. he served in various positions in

Smoothie King 2014-2015 his 8 years with Starbucks Coffee Company in Seattle. Washington in their Store Development Global Strategy, Design, and Construction Departments. Vice President Human Resources & Training: Dione Heusel Dione Heusel has been Smoothie King's Vice President of Human Resources & Training since April 2013. Prior to joining Smoothie King, she held the position of Vice President & Director. Human Resources and Performance Development for DM Petroleum Operations Co.. Inc. Officer of Finance and Accounting/Controller and Director: Joel Meariman

Joel Meariman has served as Officer of Finance and Accounting/Control lor for Smoothie King since June 2004 and a Director of Smoothie King since January 2013.—He also was a member of Smoothie King's Board of Directors from December 2008 until March 2011. Manager e&in New Orleans, Louisiana from May 2006 until April 2013. Vice President International Business Development: Steven Shields, Sr.Dan Hannah Steven Shields has served as Manager of Business Development for Smoothie King since August 30MT

Smoothie King 2014-2015 Dan Hannah has been Smoothie King's Vice President International Business Development since February 2014. Prior to joining Smoothie King, he was the owner of AmeriKoncepts. LLC in New York. New York from September 2010 until February 2014. Mr. Hannah was President of Gloval Franchise Development at Romano's Macaroni Grill in Dallas, Texas from February 2010 to August 2010. Before that he was Vice President of New Business Development for Ruth's Hospitality Group, Inc. in Winter Park. Florida from June 2004 to January 2010.

Vice President Information Technology: John Lapevrouse John Lapeyrouse has been Smoothie King's Vice President Information Technology since July 2013. Before joining Smoothie King. Mr. Lapevrouse held the position of Senior Director of Business Integration and Technology for Austal USA. LLC in Mobile. Alabama, from October of 2008 until July 2013. Between September 2005 and March 2008. he was Project Manager at Kingsway America. Inc. also in Mobile. Alabama. From August 2003 until July 2004. he was Director of Technology for AFC Enterprises, Inc. in Atlanta, Georgia- General Counsel: Joseph Lewis

Joseph Lewis has been Smoothie King's General Counsel since January 2013. Before joining Smoothie King, Mr. Lewis was the President and Chief Executive Officer of Sicily'srLLG- Italian Buffet in Mandeville, Louisiana, from March 2001 until January 2013. Sicily's, LLC is the parent of Sicily's Franchise Systems, LLC, the franchisor of Sicily's Italian Buffet restaurants. Director: Taevub Kim

Taeyub Kim has served as a Director of Smoothie King since January 2013. He also is a Director for Standard Chartered Private Equity Managers Korea Limited in Seoul, Korea, since March 2008. From November 2005 to March 2008, he was Vice President for Shinhan Private Equity Limited in Seoul, Korea.

Item 3

LITIGATION

Concluded Actions

Smoothie King Franchises, Inc. v. Southsido Smoothie Nutrition Center, Inc. and David J. Gregop:, Case No. 2:11 ov 02002 CJB ALC, United States District Court for the Eastern District of Louisiana, filed August 15,2011.

Smoothie King commenced an action against Defendants, Southsido Smoothie Nutrition Center, Inc. and David J. Gregory, the former franchisee of three former Smoothie King® Units in Florida, for breach of franchise agreements, violation of the Uniform Trade Secrets Act, and violation of Louisiana's Unfair Trade Practicoo and Consumer Protection Law. Defendants filed a counterclaim against Smoothie King for broach of franchise agreement, breach of express warranty, violation of Florida Statute § 817.416, fraud in the inducement and wrongful issuance of preliminary injunction.

Smoothie King filed a motion for preliminary injunction seeking to prevent the Defendants from operating the competing businesses at the sites of the former Smoothie King® Units. In September 2011, the Court granted Smoothie King's Motion for Preliminary Injunction and enjoined Defendants from operating the competing businesses at the locations, or within five (5) miles of the locations or any other

Smoothie King 2014-2015 Smoothie King® Unit for two (2) years, and requiring the return of certain proprietary software to Smoothie King. All three locations are now closed. Additionally, Smoothie King moved to dismiss the Defendants' Counterclaim.—In February 2012, the Court granted the motion to dismiss on all of Defendants' claims with the exception of the breach of contract claim and the claim for wrongful preliminary injunction. Smoothie King and Defendants brought cross summary judgment motions on all remaining claims and Smoothie King was successful on all counts. The Defendants appealed the decision of the District Court to the United States Court of Appeals for the 5* Circuit, filed Juno 12, 2012, Case No. 12 30647. On March 12, 2013, the Fifth Circuit affirmed the ruling of the District Court in Smoothie King's favor.

Smoothie King Franchisos. Inc. v. Michello and Joey Willoughbv rU.S.D.C. E.D. Arktinnnn. W.D., Court File No. 4 03 CV 00070 GTE). Wo commenced this action in February 2003 against former Arkansas based franchisees for breach of contract, trademark infringement, unfair competition, misappropriation of goodwill, and damages due to the former franchisees' continued operation of a Smoothie King® Unit. Wo sought injunctive relief, monetary damages, costs and attorneys' fees against the former franchisees. Later in February 2003, the former franchisees filed an answer and counterclaim against Smoothie King, denying our claims and alleging breach of contract, breach of the duty of good faith and fair dealing and broach of the Arkansas Franchise Practices Act (Sections 4 72 201 and 206) for failing to provide on going support and adequate advertising support and for wrongful termination of the franchise agroomcnt. The former franchisees sought treble damages in an unspecified amount for all fees paid to us and lost profits, together with costs, attorneys' fees, and specific porformanco (respecting the repurchase of the former franchisees' business assets). In March 2003, the former franchisees consented to, and the court issued an order for, a preliminary injunction under which the former franchisees agreed, among other items, to cease operating their Smoothie King® Unit. In Fobruaiy 2004, we filed a motion for summary judgment, seeking dismissal of all of the former franchisees' claims. In March 2004, and before a court ruling on our motion for summary judgment, the parties entered into a settlement agreement. Under the settlement agreement, the parties agreed to a mutual release of all claims, the former franchisees agreed to the termination of the franchise agreement and a related area development agreement, the preliminary consent order was made permanent, the parties agreed to a non disparagement covenant, and we agreed to pay the former franchisees $35,000 as consideration for their covenants under the settlement agreement.

Smooth Ventures. Inc., David and Marchant Surface v. Smoothie King Home of the Muscle Punch Franchises. Inc. n/k/a Smoothie King Franchises. Inc.. Jason Luther and Angler's Lure. Inc.. (Fourth Judicial Circuit Court, Duval County Florida, Case No. 2003-CA-4559, Division CV-B). David and Marchant Surface, existing Florida-based franchisees, and Smooth Ventures, Inc., an entity controlled by them (collectively, the "Plaintiffs") and Smoothie King were parties to a May 6, 1996, Area Development Agreement for a territory in the Jacksonville, Florida area (the "ADA"). Jason Luther and Angler's Lure ("Luther") also are existing Florida-based franchisees who operate Smoothie King® Units in a territory contiguous to Plaintiffs' claimed ADA territory. In June 2003, Plaintiffs filed a complaint and motion for temporary injunction against Smoothie King and Luther seeking to enjoin Smoothie King from allowing Luther to lease a location in a mall in Jacksonville, Florida that Plaintiffs alleged was within the exclusive territory granted by the ADA. In their complaint. Plaintiffs also sought compensatory and punitive damages for negligent misrepresentation and tortious interference. We opposed Plaintiffs' motion and also filed our own motion to dismiss as to venue. In August 2003, the court issued an order denying Plaintiffs' motion for temporary injunction, holding that Plaintiffs failed to demonstrate a likelihood of success on the merits of their claims and denied our motion to dismiss the action. In November 2003, we filed an answer and counterclaim against the Plaintiffs, seeking the damages we incurred due to the Plaintiffs' breach of the ADA, including attorney's fees and costs. The parties resolved this dispute by entering into a Settlement Agreement in November 2005. Under the

Smoothie King 2014-2015 Segment Agreement Smoothies Surfaee, granted Snriaee the r^ to deve^^rafee)one additions Unit andaright of ftrstre^^^ The parties also agreed toarautu^releaseofeiaim^

Franchisor Initiated Litigation

Ouringtheiasttiscai year, we initiated^

Smoothie King Franchises, Inc. ^ Mandeep Khattra and Jashir Bains eastern District of Louisiana, Case NoB^t^cvOO^^DEK) We commenced this action in March 20t2fbrvioiation of the Lanham Act and to enforce noncompetition obligations tbilowing the termination of the defendanfsfranchise agreement

Smoothie King Franchises, Inc.v.Mark Summers (Eastern District ofLonisian^Case^ cv 00839 SMKWR) recommenced this action in March 2012 forviolation of the Lanham Act and to enforce non competition obligations fol^

SmoothieKingFranchises, Inc. v.TerranceThomton and TinaThornton (Eastern District Louisiana,CaseNoB 2^12 cv 00850 1LRL ALC).—WecommencedthisactioninMarch2012fbr violation ofthe Lanham Act and to enforce non competition obligations following the termination defendanFsfranchise agreement

SmoothieKingFranchises.lnc. v.Samir Shah and One Ston Elite, LLC (Eastern District of Louisiana,CaseNoB2^2cv 02240 SSVSS)—We commenced this action in September 2012fbr violation ofthe Lanham Act and to enforce non competition obligations following the te^ defendanfsfranchise agreement

Dther than these actions, no litigation is required to be disclosed in this Item.

Item4

BANKRUPTCY

Dn June29,2012,SmoothieKing'sCeneralCounsel, Joseph Lewis,filedbankruptcy under Chapter7ofthe U.S.Bankruptcy Code in the Eastern District of Louisiana. Dn October 10, 2012, the debt was discharged. In addition,Mr.Lewiswasaprincipal officer of the following companies when they filed tor reorganization under Chapter llof the U.S. Bankruptcy Code in the Eastern District o Louisiana^ (i)Sicil^s, LLC, FD Box 353, MandeîlleMandeville. LA 70470 filed on CaseNumber^ 12-11945îi)Sicily'sCovmgton, LLC, 301NHwy 190, Covington, LA 70433,^ ^ June 22, 2012, Case Number^l2-11893îii) Sicily's NDLA1,LLC,1753 Manhattan Blvd,Ste^T Flarvey,LA 70058, filed March 12, 2012, Case Numbers 12-10717ând(iv)Sicily'sNDLA 11, LLC,214 Belle TerreBlvd, Laplace, LA 70068, filed April 19,2012, Case Numbers 12-11192Sicily^ parent and management company ofSicily's Franchise Systems, LLC, the franchisor ofSicily's Italian Buffet restaurants. The other three entities operate individual Sicily's Italian Buflct restaurants. The companies filed separately but have been consolidated into one administrative proceeding. The cases for Sicily's, LLC and Sicily's Covington, LLCwere dismissed, andaplan of reorganizationfbrSici^ NDLA1, LLC and Sicily's NDLA 11, LLC was confirmed on March 25, 2013 Sicily's Franchise Systems, LLC did not file for bankruptcy.

Other than as described above, no bankruptcies are required to be disclosed in this Item.

Smooth Kmg^^O^ Rem^

IN^ALFEES

IN^AL FRANCHISE FEE TRADITIONAL LOCATION

Youwi^paya^^OOO lumpsum imfi^ftanch^^

^youâuexistmgfranchiseemgoodstaudmgandwhom^^^ approve you to deydop an addifionÛmL You must pay usa$^000 deposit when youfifiout your appfieationtoaequireanadditionalUmL Wewill apply the^tÔO deposit towards your initial ftanehise fee. IF we do not approve your applieation to develop an add^ deposit. IFweapproveyourapplieationto develop an additional Unit and you decide not to signa Franchise AgreementForthe additional Unit, the^lÔOdeposit is notretundahle

Ifyou are an existing franchisee in good standing and who meets our qualifications^

1. If you are purchasing your fourth, fifth and sixth Unit, Smoothie King will offer youa reduced initial franchise fee equal to $2025,000^ and

2. Ifyou are an existing franchisee in good standing and who meets our qualifications, and are purchasing your seventh or subsequent Unit, Smoothie King will offer youareduced initial franchise fee equal to ^20,000.

The initial franchise fee is not refundable under any circumstances.

Smoothie King isamember of the International Franchise Association's Yet Fran program. If you are an active member ofthe United States Armed Forces or ifyou have been honorably discharged ftom the United States Armed Forces, you will be eligible torad^ fee

INITIAL FRANCHISE FEE NON TRADITIONAE LOCATION

You will payalump sum initial ftanchise fee of $^^1^000 when you sign the Franchise Agreement for aNon-Traditional location. The initial franchise fee is not refundable under any circumstances.

DEVELOPMENT FEE

Youwill payalump sum development fee when you sign the Development Agreement.The development fee is calculated at the rate of^,000 for each Unit that you are authorized to develop after the ftrst franchise. For example, ifyou enter intoadevelopment agreement to establish your first Unit and an additional four Units, your development fee will be $20,000 Development fees are separate and distinct tees and do not aoolywill be applied to the franchisefees breach Unit^p^d^^y^ Development Agreement. The development fee is not refundable under any circumstances.

In addition to the development fee, you must signaFranchise Agreement and pay the initial franchiset^cforyourfirstUnitatthesametimeyousignthe Development Agreement unless you area current Smoothie King franchisee. If you areacurrent Smoothie King franchisee, you must signa Franchise Agreement and pay the initial franchise fee at least four months before your Unit^

Smooth K^g 201^015 to open or before the beginning of tbe site selection process, wbicbever occurs first. Under tbe Development Agreement, tbe initial franchise fee tor the first, second, and tbirdUuittbird Unit is $^30,000 The initial franchise fee for fo^ franchise fee forthe seventh Unit and each subsequent Unit is $4^20,000. Each initial franchise fee under the Development Agreement is fbraTraditional locations the right to develop Units undcraDevelopment Agreement does not include nonDtraditional locations.

OTHER IN^AL FEES BEFORE THE

âddifiontotheimfi^fran^ pay usupto^ÔO^d^gn^^your Unit premie Aô, ifyou requ^t more than one site evaluation, you must reimburse us tor our reasonable aetuai expenses in eond^ you may need to pay us tor an impact study (ranging from $4,000 to $6,000) if your proposed site may impact the saiesofanotber existing Unit. These fees are not refundable under any circumstances.

Ifyou operate your Unit ataTraditionaiiocation^you must deposit witbpav us $2,500 to be spent on grand opening advertising. If you operate your Unit ataNon-Traditional location, you must deposit with^ayus$l,000 to be spent on grand opening advertising. You must deposit^ay the minimum amount with^ us on tbe earlier of(i) the date you begin the initial training programs and^(ii) the dat^ we scheduled the opening of the Unit. We will disburse thoseThose funds at your direction toshall pay expenses associated with approved grand opening advertising activities or reimburse you tor those expenses upon proofthat you have paid those expenses. The deposit is not refundable and we may spend any funds remaining on deposit 120 days after the Unit opens on advertising, marketing or promotional activities in your general market area.

SmoothieKingiscelebratingits 40th year anniversary and currently is offering an incentive program to new franchisees (the "New Franchiseelncentive Program").—Under the New Franchisee Incentive Program, if you^ (a) areanew franchisee who meets our qualifications^ (b)signaFranchise Agreement foraTraditionalUnit^(c)are one of the first 40 franchisees to signaFranchise Agreement under theNewFranchisee Incentive Programs and(d)signaFranchiseAgreementby Oecember^l, 2013^ Smoothie King will reduce the initial franchise fee by 40^ provided that no other discounts w^ apply (such as the Vet Fran discount). The New Franchisee Incentive Program also will be available to existing franchisees when the Existing Franchisee Incentive Program expires. SeeExhibitOfortheNew Franchisee Incentive Program Addendum.

Smooth K^g 2014^5 10 Item 6

OTHER FEES

Type of Fee Amount Due Date Remarks Operating Fee 4% to 6% of Gross Sales1"2 Accounting paperwork due within 6 days after the end of each month; payment due by the 16^ of each month for the prior month's fees National Marketing FeeJ Currently 2% of Gross Sales; Same as Operating we have the right to increase Fee the Fee to 5% of Gross Sales upon 60 days' notice Regional Marketing Fee If established in a region Same as Operating Any contribution to the where the Unit is located, we Fee Regional Marketing Fund will determine the amount of will be credited to your the Fee, not to exceed 2% of local marketing Gross Sales requirement. You will not be required to contribute to both a Regional Marketing Fund and Cooperative. Local Marketing Cooperative If established in an area where Monthly or as per Any contribution to Contribution the Unit is located, we will the Cooperative By- Cooperative will be determine the amount of the Laws credited to your local Fee, not to exceed 2% of marketing requirement. Gross Sales You will not be required to contribute to both a Regional Marketing Fund and a Cooperative. Local Marketing Requirement4 Minimum of 2% of Gross As incurred Any contribution to a Sales Regional Marketing Fund or a Cooperative will be credited towards your local marketing requirement. Grand Opening Advertising Minimum of $ 1,000 for Non Paid when the Traditional locations franchisee of any Minimum of $2,500 for new or transferred Traditional all locations Unit comes for initial management training or by the scheduled Unit opening date, whichever is earlier.

Smoothie King 2014-2015 11 TypeofFee Amount Due Date Remarks Site ApphcaUon and EvaluaUon No charge tor first evaluation. As incurred After firstevaîo ^ you Afterfirst evaluation, our ^reimburse us for our costs plus^^toÔO reasonable actual expenses tor an impact study,if incurred in conducting the necessary. evaluation. You may he required to pay tor an impact study if your proposed site may afieet sales of another Smoothie King Business Interest on Late Payments I^per annum or maximum Afterthedate rate allowed hy law, ifless payments are thanl^. overdue Training Pees^ No charge for initial training As incurred After the initial training Franchise and programs tor the first two program, we may require Development Agreement trainees. Between $200 and youtopayusareasonahle ^,000 for each additional fee tor other personnel to trainee. attend the same, or other, training programs The current fees are$l,000 per person tor additional initial management training and $200 per person tor regional training. Remodel Costs 5Years" $0^15,000 tor After5yearsfrom These amounts are for materials date the Franchised materials only Lahor costs Trans^$0$t0,000fbr Business opens for will vary hased on where materials operation, upon you are located Ifa Renewal^7^000for transfer ofUnit or Transfer occurs at the time materials upon renewal amidterm or renewal upgrade is due. those Non-Traditional locations are uo^rade costs shall a^lv. not subject toamidterm upgrade hut are subject to transferand renewal upgrades Late Remodel Fee $150 per month tor each As incurred Ifyou fail to remodel when month after required to required^ we may charge remodel youalatefee Audit Fees Audit discrepancies and After audit and audit reasonable actual costs of costs if gross sales conducting audit. are understated by 2^ or more Transfer Fees^ Transfer fees mav he Franchise Agreement ^to 50ôfthe then- 30daysbetbre reduced under certain current initial tranchise fee transfer circumstances

Development Agreement 10^ 20^ofthen-current initial franchise fee 30 days before transfer Securities OtTering Fee Upto $5,000 Upon your review Franchise and Development ofSecurities Agreement Offering.

Smo^eK^20^0^ 12 Type of Fee Amount Due Date Remarks Supplier Approval Fee Actual costs of inspection and Upon inspection and Incurred if you desire to testing testing of products, purchase any items from an unapproved supplier Monthly Financial Report Maximum of $20 per hour As incurred Incurred if we must correct Deviation Fee your financial reports because they do not meet our designated form Legal Fees/ Arbitration Costs Reasonable expenses Upon conclusion of Franchise and Development associated with enforcement legal proceedings Agreement of agreements. Design Documents for New and Up to $2,500 Paid to SKFI Relocated Units Local Architect and Local Range from $1,500 to $7,500 As incurred Mechanical/Electrical/Plumbing (MEP) Engineers NSF Checks or Draft $50 for first occurrence; $75 As incurred We may change this fee on for each occurrence thereafter. notice. Product and Service Purchases Varies As incurred Extra Operational and Reimbursement of reasonable As incurred Marketing Support, Including actual expenses. Visits to Cure Operational Issues Franchise and Development Agreement Replacement Fee for Manuals $2,500 for Recipe Before replacement Manuals/Books/Panels. of manual for loss, $500 for each other Manual. theft or destruction. Technology FeeFee7 Up4e-Reasonable monthly This fee is paid May increase the $200 fee; currently $200 per month; monthly at the same monthly cap by up to 3% currontly not charged time you pay the each yearWe may change operating fee. this fee on notice. Relocation Fee Up to $2,500 (site package As incurred and plans may be an additional charge) Renewal Fee $5,000 30 days before renewal. Currently not charged. Monthly Package Reporting $25 to $300 As incurred Incurred if you are late in Late Fee sending in the required monthly paperwork package Late Income Portion of $50 or as Smoothie King As incurred Paperwork Fee adjusts from time to time Resale Assistance feeTee* Greater of $10,000 or 10% As incurred plus any advertising costs

General Comments: All fees are payable to Smoothie King and apply to the Franchise Agreement. The fees are non-refundable and are uniformly imposed unless otherwise noted. During the term of the Franchise Agreement, Smoothie King may offer optional services not currently contemplated for which

Smoothie King 2014-2015 13 Smoothie King may chargea^ Afi fees apply to bothTradition^ otherwise noted.

(D Gross Sales: Gross Sales is defined as aliproduets and services sold in or from the Unit. This includes concessions off premises, catering, and delivery. Gross Sales do not include any excise or sales tax. lnthepast,wehavereducedorwaivedtheroyalty tee for certain locations.

(2) Operating Fee: You will pay us an Operating Fee equal to 6% of Gross Sales. Ifyou (directly or through an entity under "commoncontrol" with you) operate more than 10 Units, the Operating Fee will he 6% ofGross Sales for each ofthe first through 10^ Unit you opened and currently operate, 5% of Gross Sales tor thell^through 20^ Unit you opened and currently operate, and 4% of Gross Sales for the^lând each additional Unit you opened and currently operate. The Operating Fee paid tor any particular Unit will he determined hy the date on which the Unit opened. For example, ifyou operatellUnits, you must pay usaÔperating Fee on the Gross Sales tor each of the first lOUnits opened anda5% Operating Fee on thellÛnit opened. Ifat any time you close or sellaUnit that would result in an Operating Fee rate change, the change in the Operating Fee will he effective for the next full monthly reporting period tor the Unit. For example, if you operatellUnits and you sell one of those Units that is payinga6% Operating Fee on March l^,you will pay usaÔperating Fee on the Gross Sales for thellÛnit commencing with Gross Sales recorded for the April reporting period. An entity is deemed under "common control" with you if the entity is at least 80% owned hy the same individual(s)or entity who owns you.

We currentlvofferadeveloper incentive program (the"Oevelooer Incentive Program") which provides reduced operating fees lor up to^vears and certain free hlendereouipment to anvqualified developers signing newOevelooment Agreements withusif the developer develops andcommences operating at least^Smoothie King® Franchised Businesses withina24 month time period from the date of the new Oevelopment Agreement according to development schedule agreed to hy the parties.The Oeveloper Incentive Program applies toadeveloper that has signed an Addendum to the Oevelopment Agreement in the form ofExhihitOto this FOO. Ifyou participate in the Oeveloper Incentive Program, for the firstÛnits for which you signafranchise agreement under such Addendum.we will reduce the operating fees as follows^ during the first year the Unit is open.you will pay us operating fees of 3% of monthly Gross Sales and during the second year the Unit is open.vou will pay us operating fees of 4.5% ofmonthlv Gross Sales. Ouring the third year the Unit is open for business and thereafter, your wil^ us operating fees of6%ofmonthlv Gross Sales. If you fail to commence operatingaUnit according to the development schedule or you breach the Oevelopment Agreement or any franchise agreement with us. your operating fees will immediately revert to 6% ofmonthly Gross Sales for each franchise agreement signed by you under the Oeveloper Incentive Program. As an additional incentive under the Oeveloper Incentive Program, for the firstÛnits for which you signafranchise agreement under such Addendum, will provide you with five(5) "The Quiet One" Vitamix Blenders free of charge prior to the date the Unit isopenfbrbusiness.If you tîl to commence operatingaUnit according to the development schedule or you breach the Oevelopment Agreement or any franchise agreement with us.we will have no obligations to provide additional free blenders to you; however, we will allow you to retain any free blenders that vou have already received fromus. We maydiscontinue offering the Developer Incentive Program at any time, butwe will honor the provisions of anyAddendum to the Development Agreement already signed by you and us at the time the program is discontinued.

(3) National Marketing Fee: You must pay us the National Marketing Fee, beginning on the date you open for business. The National Marketing Fee is currently 2% of monthly Gross Sales? although we. We may increase the National Marketing Fee up to 5% of monthly Gross Sales with 60 days' notice. We do not charge a marketing and promotional fee for Units located in airports,

Smoothie King 2014-2015 14 afthou^buttheseUm^donotre^ Markefing Fund.

(4) Local Marking Requirement You must spend, on an annual ba5^ammimumof2% of annual Gross Sales on local advertising and marketrng. Except tor special locations, Smoothie King may require you to pay all or any part of the local advertising and marketing fee toaGooperativeoraRegional Marketing Eund ifoneis established inyourarea. Youwill notherequiredto contribute tohotha Regional MarketingEundandaGooperative.

(^ TraimngFees: You must pay all personal expenses you and/or your team members incur to attend training programs, including costs andexpensesoftransportation, lodging, meals, wages and employee benefits. Smoothie King reserves the right to charge reasonable fees tor materials and participation in any training courses or seminars, but Smoothie King will not charge for the attendance by up to two persons representing you at the initial franchise management training program.

(6) Transfer Fee: The amount of the transfer fee depends upon whether you are transferring your interest toacurrent Smoothie King Business manager,franchisee or developer and whether the transfer willrequireanewlocation fortheBusiness. Transfer feesmavbereducedunder certain circumstances.

^^TechnologyFee: Eor computer software support and other technical services provided bv Franchisor or its designee.

^ Resale Assistance Fee: From time to time, Smoothie King may offer this optional program. If the program is chosen, offered, you (as the franchisee)and the prospective purchaser meet our then- current qualifications, and you agree to follow all specified guidelines, Smoothie King will sale ofthe Unit and collect the greater of$IO,000 or 10% ofthe purchase price.

Smooth Kmg20^0^ 15 Item 7

ESTIMATED INITIAL INVESTMENT

YOUR ESTIMATED INITIAL INVESTMENT FOR A TRADITIONAL LOCATION

Type of Method of To Whom Amount When Due Expenditures Payment Payment Is To Be Made Initial Franchise Fee1 $+420,000 - $3430,000 Lump sum Upon signing of Smoothie King Franchise Agreement Three Months' Rental $6,000-518,000 As arranged As arranged Lessor & Deposit2 Computer U $11,500 $12,000 As arranged As arranged Approved Equipmcnt/POS $23,750 suppliers System^Technoloev Systems3 Grand Opening $2,500 As arranged As arranged Marketing Smoothie King; reimbursed to you and Suppliers after amounts are spent Travel and Training $2,700 - $4,200 As arranged As arranged Suppliers of Expenses4 lodging and transportation Insurance3 (First year's $1,500 -$5,000 Lump sum in Monthly, quarterly or Insurance premium) advance or yearly company installments Other prepaid $1,000-$2,500 As arranged Lump sum Smoothie King, expenses6 Suppliers, government Start-up supplies, $7,000-$14,000 As arranged As arranged Approved inventory7 Suppliers Equipment, Millwork, $49,000 $90,000 As arranged As arranged Approved Fixtures/ Signage and $57,350-$! 12.850 Suppliers Graphics Leasehold $31,700 $104,000 As arranged As arranged Suppliers improvements8 $50,250-$130,750 Legal, accounting & $500 - $4,000 As arranged As arranged Government, organizational costs attorneys, accountants Miscellaneous costsy $1,000-$5,000 As arranged As arranged Various suppliers Drive-Thru10 $0 - $2426,000 As arranged As arranged Various suppliers Additional funds— $15,000 -$25,000 As arranged As arranged Suppliers/ Line 3 months11 of Credit

Smoothie King 2014-2015 16 To Whom Type of Method of Amount When Due Payment Is To Expenditures Payment Be Made

TOTAL'213 $111,100 $336,200 $176^00-5403,550

YOUR ESTIMATED INITIAL INVESTMENT FOR A NON-TRADITIONAL LOCATION

To Whom Type of Method of Amount Payment Is To Expenditures Payment When Due Be Made Initial Franchise Fee $43^0015,000 Lump sum Upon signing of Smoothie King Franchise Agreement Three Months' Rental $1,000-$10,000 As arranged As arranged Lessor & Deposit2 Computer $&H500 $12,000 As arranged As arranged Approved Equipment/POS -$23,750 suppliers SvGtom^Technology Systems3 Grand Opening $-10002.500 Lump Sum As arranged Deposit with Advertising Smoothie King? reimbursed to you and suppliers after amounts are

Travel and Training $2,700 - $4,200 As arranged As arranged Suppliers of Expenses4 lodging and transportation Insurance (First year's $1,500-$3,000 Lump sum in Monthly, quarterly Insurance premium) advance or or yearly company installments Other prepaid $1,000-$2,500 As arranged Lump sum Smoothie King, expenses6 Suppliers, government Start-up supplies, $7,000-$14,000 As arranged As arranged Approved inventory7 suppliers Equipment, Millwork, $39,000 As arranged As arranged Approved Fixtures/Signage $58,000$45.640- suppliers $72.720 Leasehold $10,000 As arranged As arranged Suppliers improvements6 $47.500$I4,480- $59.710 Legal, accounting & $500 - $4,000 As arranged As arranged Government, organizational costs attorneys, accountants

Smoothie King 2014-2015 17 To Whom Type of Method of Amount When Due Payment Is To Expenditures Payment Be Made Miscellaneous costs9 $500 - $3,000 As arranged As arranged Various suppliers Additional funds—3 $15,000-$25,000 As arranged As arranged Suppliers/ Line months'' of Credit

TOTAL12"13 $100,200 $196,700 $118J20-$239J80

NOTES:

General Comments: The above figures are estimates of the complete investment in establishing a Smoothie King Nutritional Lifestyle Center and it is possible to significantly exceed these costs in many of the areas listed above. Your actual investment will depend upon many different factors like labor, location, amount of space leased, existing leasehold conditions, amount of leasehold improvements, and your ability to efficiently manage and coordinate the construction and opening of the Unit. The amounts paid to Smoothie King are non-refundable unless otherwise stated. The refundability of amounts paid to third parties depends upon your negotiations with these parties. The following notes are integral to the understanding of the financial commitment required to successfully establish and operate the Smoothie King Nutritional Lifestyle Center. You should review the notes thoroughly.

(1) Initial Franchise Fee: If you have 3 Units open and operating, and you desire to purchase more Units under new Franchise Agreements, we currently charge $3025,000 for the fourth, fifth and sixth Unit you purchase and $4420,000 for your seventh or subsequent Unit you purchase. The initial franchise fee for all Non-Traditional locations is $4^40015,000.

If you are an existing franchisee developing an additional Unit, you must pay us a $1,000 deposit when you fill out your application to acquire the additional Unit. We will apply the $1,000 deposit towards your initial franchise fee. If we do not approve your application to develop an additional Unit, we will refund the $1,000 deposit. If we approve your application to develop an additional Unit and you decide not to sign a Franchise Agreement for the additional Unit, the $1,000 deposit is not refundable.

If you are eligible for the Vet Fran discount, you qualify for a 20% discount off your initial franchise fee.

(2) Three Months' Rental and Deposit: Typical Traditional locations for Smoothie King Nutritional Lifestyle Centers are shopping centers within suburban shopping areas. Typically, you would lease an existing location in a strip center or other commercial shopping center and remodel the location to conform to the current design specifications of Smoothie King Nutritional Lifestyle Centers. You may also lease the land and an existing facility and convert the facility to a Smoothie King Nutritional Lifestyle Center or enter into a build-to-suit lease under which lease the landlord agrees to construct a structure which is used as the Smoothie King Nutritional Lifestyle Center and lease the land and the building back to you. You may also purchase the land and build the facility yourself. The cost of land may vary dramatically depending upon a multitude of factors and it varies by city and region. Smoothie King has not included costs for land acquisition or the construction of a free-standing building. You must perform a thorough investigation in your local area concerning land, site, leasehold and construction costs. These costs may vary significantly from location to location and are dependent upon factors like

Smoothie King 2014-2015 thegen^co^ lotion and space desired.

Non-Trad^onalloeations^ within another business or dependent upon one main business or organisation as its primary trade generator, normaiiy have hmited access by the general pu^ count in the location^strade area and the majority of its trade area is geographically hmited, usually relation to its primary trade generator. Non-Traditional locations include small universities, small health clubs, small hospitals, smail office buildings, small military bases, convention centers, gr^^ movie theaters, convenience stores and locations within other retail and food businesses. Non- Traditional locations will usually require remodeling ofthe existing premises.

Foratypical UnitataTraditional locations ofbuildingspacetbraTraditional location ^although certain locations, such as mall kiosk, to^ university settings may range from 100 to 500 square feet^. Rental rates foratypical Unit ataTraditional location may range from$l,500 to $4,500 permonth^l^,000 to $54,000 peryear^

Foratypical Unit ataNon-Traditional location,you must lease approximately250to750 square teet. RentalratestoratypicalUnitataNon-Traditionallocation may range trom $250 to $2,500 per month ^$3,000 to $30,000 peryear^foraNon-Traditional location.

Rental costs vary considerably depending upon regional and local actors, market factors, and the type of lease you negotiate. The rate may be higher for regional mall sites or locations in high demand. Smoothie King estimates that the range given will cover asecurity deposit and three months rent although,mcertain situations, landlords may requirealarger security deposit.

^ E^^mentTechnoIo^y Systems: Included in these costs are the costs of telephone and ITset up, Mu^ak, camera security system, burglary alarm system, computer equipment.aPoint of Sale ^POS^System and the set up and cost ofPCI compliance.

^ Training Expenses: Smoothie King provides instructors and instructional materials, but you must arrange for transportation, lodging, and meals for yourselfand tor any costs incurred by your employees Typically only one person attends training. The estimate above assumes that one person attendstheone-dayorientationandthetrainingprogram^currentlyl2days^and includes meals and hotel rates at our recommended hotels. The low end assumes that the individual attending training will drive to the site ofthe training program and will not incur airfare or car rental expenses in attending the training program. Thehigh end refiects the airfare and car rentalexpenses that the individual willincur in attending training. The costs will depend on the distance you must travel and the type of accommodations. The costs do not include wages paid for employees attending training. You also are responsible for your employees^and your costs associated with on-location training before Unit opening. Theestimates also include $200 to attendaServe-Safe course locally.

^ Insurance: You must obtain comprehensive liability, property and other types of insurancecoverageasprovidedinyourFranchiseAgreementand lease, and as required by law. The estimategiveninthechartisforthefirstyear^spremiumtbracustomary comprehensive general liability policyinthe amount of $2 Million collars per occurrence and $2 Million collars aggregate with replacement value ofbusiness contents coverage.

^ Other Prepaid Expenses: These costsinclude installation charges and deposits fora business telephone line, utilities, occupational licensing, and health and other permits This estimate does not include any non-typical zoning or impact fees.

Smooth K^20^0^ 19 ^ Sta^op Supply Inventor This is^e^m^damo^^cov^ an imfi^ supply smoothie ingredients, paper produce cleaning supphes and weeks to one month of business operations, depending upon your sales levek Smoothie King^ franchisees entering new markets willlikely incur higher freight costs than franehi^^^ markets, and may need additional storage space and higher levels ofinventory.

^ Leasehold Improvements: You must obtain design documents and architectural plans. You must make certain improvements and modifications to the particular building you lease to conform to the decor and design ofother Smoothie King Nutritional Lifestyle Centers. Smoothie King has an in house design department that will prepare design documents and specifications for your building. These design documents will not include mechanical, plumbing or electrical specifications and, in most but not all states,you willberequiredtohireaiocal licensedarchitectandmechanical^electrical^plumbing engineers to review, approve and complete plans for proper permitting. The cost of the improvements will vaiy depending upon the condition and type ofbuilding leased and the willingness ofthe lessor to contribute to the construction or remodeling of the Unit. Costs could exceed the estimates provided if remodeling is extensive and the lessor does not contribute significantly to the costs of remodeling the Unit

^ Miscellaneons Costs: Smoothie King recommends that you budget an additional amount ofcash to cover miscellaneous costs incurred with the opening ofthe Unit.

DrlveDThrn Location: Some Units may includeadrive-thru window. The low end of the estimate assumes that your Unit will not includeadrive-thru window. The high end of the estimate assumes that your Unit will includeadrive-thru window. If the Unit will includeadrive-thru window, the range ofadditional expenses is $9,000 to $24^000, which will include additional expenditure^ exteriorcommunicationsystem^Low$5,000, Fhgh $^,000^,drivethrusignage^Low $3,000, Fligh $7,000^, possible expansion ofthe POS system ^Low$0,^igh $4,000^, and additional contractor and other costs ^Low$l,000,Fligh $4,000^

^tt^ Additional Pnnds: This amount reflects the minimum amount of additional funds you will need for the first three months you operateaSmoothieKingNutritionalLifestyleC This amount includes salaries and wages, payroll taxes, advertising, product purchases, line of credit, payment of royalties, uniforms, utility bills, ongoing professional fees, freight, and other miscellaneous administrative and operating expenses.

^12^ Total Investment: Smoothie King relied on our many years of experience in this business to compile these estimates. Youshould review these figures carefully withabusiness advisor before making any decision to purchase the franchise.

^13^ Financing: Smoothie King does not offer, either directly or indirectly,financing to you for any items.

YOUR^TÂTE^^TIAE^NV^TÊNT AREADEVETOPMENT A^REEIÊNT

We cannotestimate your initial investment underaOevelopmentAgreement,other than the OevelopmentFee,which is described in ltem5. The amount ofthis fee will depend on the number of Units you agree to establish and operate in accordance with the development Schedule Wedo not offer separate financing for franchisees related toaOevelopment Agreement.

Smoo^Km^ 20^^15 20 Rem^

RESTRtcTIONSON SOURCES OE PRODUCTS AND SERVICES

Approved or De^natedSuo^he^ and Soec^ca^on^ Tomamtain the roputafion, goodwill high standard quahty and uniformity of our System, directly from our approved or designated Vou must purchase or leaseall othergoodsandservices under the speciticationsand guidehnesissuedhy Smoothie King. Specifications may include minimum standards for huiidingsi^e, leasehold improvements, zoning, lease provisions, location criteria, qualifications ofarchitects or contractors, security systems, signs, ^ quality, quantity, delivery, performance, design, appearance, durability, style and other related restrictions. Vou must also use only the standard forms approved hy Smoothie King and use and display sales, marketing, and promotional material provided in the manner and for the time periods designated hy Smoothie King. Vou must ensure that all items and printed materials used in the Smoothie King Nutritional EifestyleCenter^ hear the Proprietary Marksinthemanner requiredhy SmoothieKing. Smoothie King considers these specifications to he ofcritical importance to the success ofthe System. These specifications are listed in the Manuals or are otherwise provided to you in writing and may he revised hy SmoothieKing. Ifasupplier does not meet our specifications stated in theManuals or as provided to you in other written materials,we may require you to stop using that supplier.

PnrchasesProm Smoothie Km^ or Smoothie KmÂffihates: You must use Smoothie Kings design department to prepare design documents for your Unit premises. Wetypicallycharge$l,750fbr theseservices, althoughit may cost moreûpto$2,500ôrless depending onthedesigndocuments needed to ohtainlocalpermits. You may incur additionalcosts^paidtothirdpartiesîncompleting construction drawings and specifications. Other than the design documents, Smoothie King or its affiliates are currently not the only approved supplier ofany products or services and you currently are notohligatedtopurchaseanyproducts,equipment, supplies or other items from Smoothie King or its affiliates. Smoothie King may, however, requireyou to purchase from us or our affiliates certain SmoothieKingdevelopedproprietary productsinthefuture. Youmustpurchasetromdesignatedor approved third party suppliers certain retail items and various branded snacks, supplements and vitamins developed by or through Smoothie King.

PnrchasesProm Designated Snôiiers: You must purchase the following items from Smoothie King^s designated suppliers or their authorised distributors only: exterior signagcblenders. smoothie ingredients,menuboard,icemachine,waterfilteringsystem,smallwares, Focus POS System, table and chairs, interior non-neon store signage, shelving, security system, equipment, inventory, fixtures, furniture, displays and certain retail product lines making up your initial inventory upon opening the Urn Smoothie King may add other items that you must purchase from designated suppliers or their authorised distributors at any time in the future. We, an affiliate orathird-party vendor or supplier periodically may be theonlydesignatedor approved supplier for certainproducts. You currently must purchaseyour build-out Unit package fromWasserstrom and your Unit music system from Muâk. You must purchase certain branded inventory products from Europa Sports Products, Inc., IrwinNaturals^Fenny^sand Farry^slnc. and Performance Food Croup^Roma^PFO^Roma^. You must purchase your strawberries, purees and certain proprietary and confidential mixes manufactured for Smoothie King, other Smoothie King ingredientsand most logo items, paper products and private label from PFO^ROMA or other approved vendors. PFC^ROMAisSmoothieKing^scurrent authorised nationaldistribution company, which allows for the distribution ofunifbrm product lines throughout the system and the ability discounts on volume purchasing from manufacturer sources, fûe to minimum purchasing requirements and volume discounts on some items, it likely will be to your benefit to purchase other approved products trom PFO^ROMAevcnthough Smoothie Kingdoesnot requireyoutodoso. Smoothie King may change its authorised national distribution company if it deems it necessary to do so. Except as noted

Smo^^K^^O^O^ 21 abov^nefther SmoothieKing nor ^ SmoothieKing reserves the right to designate specified sup^ future.

PurehasesEromAo^ovedSnoohers: You must purchase or lease selected inventory supplies, computer hardware for the POS system, and other products and materials required for the operation of your Smoothie King^ business consistent with specifications set hy Smoothie King or solely from suppliers who demonstrate the ability to meet Smoothie King^s reasonable standards and specifications. You must purchase your vitamin and supplement inventory, signage, some paper goods, and other items from approved suppliers. All other items may be purchased or leased from suppliers whose products or services meet Smoothie King specifications, except tor general office supplies and equipment and other general business items. For your benefit, Smoothie King negotiates purchase arrangements, including favorable price terms, with approved supplied Inaddition, SmoothieKing has designated Kendall Frozen Fruits, Inc. as our exclusive broker through which all strawberries are supplied or selected. SmoothieKingorSKNmay receive rebates, management fees,otherpay,or cooperative advertising contributions from select approvedor designated suppliers. In the calendar year ended Oecember^l, 3^^2013, thoserebatesranged from less than 1% to 5% ofthe purchasepriceofcertain products purchased by our franchisees. Smoothie King plans on continuing to request that some suppliers contribute to our advertising funds, annual conventions and management costs to offset the associated costs of these activities. Asidefrompossiblefavorableprice terms, you donot receive any material benefits from SmoothieKingifyou use designated or approved suppliers. Flowever, purchasingor leasing from unapproved suppliers or using products that do not meet Smoothie King specifications isa default under yourFranchise Agreement, and Smoothie King may terminate your Franchise Agreement or pursue other remedies available to us under the Agreement. Adefault under your Franchise Agreement may also be cause for SmoothieKing to not renew yourFranchise Agreement or disqualify you from opening additional franchises.

Youshould beaware thattheremay beprice increases inany orall ofthe itemsyoumust purchase from suppliers and other third parties Costs of goods from FFG^ROMA and other suppliers may fluctuate from month to month. Prices charged to you are determined by the volume of purchases, usage, vendor minimums,inventory turns, ingredient costs, market demand, freight and other similar factors. Costofgoodswill vary by geographic area due to freight charges incurred asaresult of stocking ofproducts in multiple distribution centers. Franchisees entering new markets should be aware that your freight costs may be higher than the costs SmoothieKing^ franchisees incur in other markets and you should adjust your cost projections accordingly

Comohance with Soecificatmns: Ifyoudesire to purchaseany items from an unapproved supplier, you or the supplier must submit to SmoothieKingawritten request for approval in advance. The approval must beobtainedin writing. SmoothieKing willadviseyouwithinareasonabletime whether these items meet its specifications. Areasonable time for written approval from Smoothie King may rangefromfive business daystosixmonths,depending upon the amount of research,testing, cooperation from suppliers, and other factors involved in approving the items. SmoothieKingawritten approval willnot be unreasonably withheld although there are certain products that you must purchase from us or our designated suppliers. Smoothie King may require that our representatives be permitted to inspect the suppliers facilities and that samples from the supplier be delivered to Smoothie King or our designee for testing. Smoothie King may imposeacharge not to exceed the actual costs ofinspection and testing,which you or the supplier must pay. Smoothie King reserves the right to re-inspect the facilities and products ofany previously approved supplier and to revoke its approval upon the suppliers t^ilure to continuetomeetanyofSmoothieKing^sstandardsand specifications.

^oo^K^20^20^ 22 Ifyou o^msery^ from t^ terms and conditions of your arrangements and require additional intbrmation about tbe business background and qualifications of tbe provided tbe services. Ifanytbirdparty obtains access to confidential information andintellectualproperty, Smoothie King may require, asacondition of approval of tbe provider, tbe signing of confidentia^^^ non-competition agreements inatbrm satisfactory to Smoothie King. Smoothie King may disapprove any provider,upon written noticetoyou, whodocsnotdemonstrateanability to comply with the standards established tor the System and to meet the needs ofSmoothieKing^ franchisees promptly and reliably Smoothie King considers the following general criteria in determining whetherasupp^^^^ approved: ability to produce or deliver the products, services, supplies or equipment in accordance with Smoothie King^s standards and specifications for quality and uniformity^ production and delivery capabilities and ability to meet supply commitments^ association withSmoothieKingwouldnotbeinconsistent with SmoothieKing^simage or damage Smoothie King^s goodwills financial stability^ meets minimum standards of licensing,^ regulatory requirements^ and the negotiation ofamutually satisfactory agreement to protects King^s intellectual property Smoothie King^s criteria tor specific types ofsuppliers are either made available to you in the Manuals or will be made available to you upon written request.

SmoothieKingmaintainsawritten list of approved supplies ^generally identified by brand name^ andsuppliers, which is updated and provided to you onaregular basis Smoothie King does not provide confidential specifications to you or suppliers, except onalimited basis Ifaproduct, equipment or other itemdoes not meet SmoothieKing^sspecifications,however, SmoothieKing will provideawritten explanation withinareasonableamountoftime, depending upon the testing involved as described above, as to why the product or equipment doesnot meet SmoothieKing's specifications. SmoothieKing establishes and modifies specifications and standards by periodically pertbrming tests on its p equipment in relation to new products and equipment.

curing its last fiscal year ending December 31, 30^2013, Smoothie King received approximately $1^1,759174^50 in revenue from franchiseesorsupplicrs that directly or indirectly provide products or services to franchisees. Weused some of this revenue tootfset the costs ofSmoothie King^sannual franchise conference, advertising and management and administration costs This amount represents approximately less than l^% of SK USA and SKSFs total revenues of $12,127,5^17,245.1^0 as refiected on its audited financial statements attached to this disclosure document Additionally, during its last fiscal year ending Oeccmber31, 2^20^ Smoothie King was entitled to receive rebates from some of its vendors totaling approximately $4^3^000 but chose to direct those rebates to the National Marketing Fund and to offset franchisee freight costs Those rebate monies Smoothie King directed to the National Marked included in SKUSA^sandSKSFstotal revenues of$12,127,5^17.245.1^0 In the last fiscal y Oecember3l, 2^3^, SKN received $^^^00^34 in rebates from the sal^^ franchisees.

Certain officers own an interest in SKN and Smoothie King. Our officers otherwise currently do not ownamaterialinterestinany supplier.

We estimate that the purchase or lease of equipment, signs,fixtures,inventory, supplies and promotional materials which meet our specifications will represent approximately ^5% to ^0% of your total purchase in establishing your Smoothie King business and approximately 40% to ^0% ofthe cost to operate your Smoothie King business There are no product purchasing or distribution cooperatives currently in existence.

Smoo^Ki^ 201^015 23 Item 9

FRANCHISEE'S OBLIGATIONS

This table lists your principal obligations under the franchise and other agreements. It will help you find more detailed information about your obligations in these agreements and in other items of this disclosure document.

Section in Franchise Agreement and Development Disclosure Document Obligation Agreement Item

a. Site selection and Sections 1.2, 1.3, 10.2, 10.3.14, Items 6, 7, 11 and 12 acquisition/lease 10.4, Exhibit H; Exhibit 1, and Addendum Section lof Franchise Agreement and Sections 1.1, 4.2, 5.2.lof Development Agreement b. Pre-opening purchases/ Sections 1.5,3.8, 9.4, 10.2, Items 5, 6, 7, 8 and 12 leases 10.3, 10.4, 12.6; Article XllI; Exhibit F, Exhibit H, Exhibit I; and Addendum Section 6 of Franchise Agreement and Section 5.2.1 of Development Agreement c. Site development and Sections 1.2, 1.3, 1.4,3.4,4.1, Items 6, 7, 11 and 12 other pre- opening 9.2,9.3, 10.2, 12.6, and requirements Attachments A and B of Franchise Agreement and Sections 1.1,3.2,4.2,5.2.1 of Development Agreement d. Initial and ongoing Sections 2.2.6, 4.1.4, 17.3; and Items 6, 7 and 11 training Article IX of Franchise Agreement and Section 5.2.1 of Development Agreement e. Opening Sections 1.5,4.1.5, 10.3, 12.6, Items 6, 7, 8 and 11 18.3; and Addendum Section 6 of Franchise Agreement f. Fees and Payments Articles III, XI, XII, XV, Items 5, 6, 7, 8 and 11 XVIII; Exhibits H and M; Sections 2.2.8, 9.4, 16.1.5; and Addendum Section 3of Franchise Agreement and Articles II and XIII of Development Agreement

Smoothie King 2014-2015 24 Section in Franchise Obligation Agreement and Development Disclosure Document Agreement Item

g. Compliance with standards Articles VI, VII, VIII, XIII, Items 8, 16 and 17 and policies/Operating XIV, XVII, XVIII; and Manual Sections 2.2, 10.1, 10.2, 10.3, 10.5, 11.1, 11.4, 15.5, 15.6, 21.3; and Exhibit J of Franchise Agreement and Sections 5.2.2, 5.2.3, 5.2.4, and 5.2.5 of Development Agreement h. Trademarks and Articles VI, VII, VHI, XVI, Items 13 and 14 proprietary information XVII; Sections 10.1, 10.3.16, 10.3.17 and 14.1.7; and Exhibits G and J; and Addendum Section 4 of Franchise Agreement and Section 1.4, Article VII, and Section 10.1.1 of Development Agreement i. Restrictions on Section 10.3 of Franchise Items 8 and 16 products/services Agreement offered j. Warranty and guest Sections 10.3, 10.5, and 12.5 N/A service requirements of Franchise Agreement and Section 5.2.3 of Development Agreement k. Territorial development Articles I and Section 8.3.6; Items 12 and 20 and sales quotas Addendum Sections 1,4, 10 and 11; and Attachment A of Franchise Agreement and Articles I, III and IVof Development Agreement 1. On-going product/ service Section 10.3 of Franchise Items 8 and 16 purchases Agreement m. Maintenance, appearance Sections 2.2.5, 10.2, 10.3, Items 6, 7, 8 and 11 and remodeling 15.6.3; and Addendum Section requirements 5 of Franchise Agreement n. Insurance Article XIII of Franchise Item 7 Agreement o. Advertising Article XII; Sections 3.6, 3.7, Items 6, 7 and 11 8.2.3, 8.2.8; and Addendum Section 6 of Franchise Agreement and Section 5.2.2 of Development Agreement p. Indemnification Article XX; Sections 8.2.6 and Items 6 and 13 13.1.5 of Franchise Agreement and Article XIV of Development Agreement

Smoothie King 2014-2015 25 Section in Franchise Agreement and Development Disclosure Document Obligation Agreement Item

q. Franchisee's Article IX; and Section Item 15 participation/management 10.3.11 of Franchise and staffing Agreement, and Section 5.2.1 of Development Agreement

r. Records and reports Article XI; Sections 5.1.3, 5.2, Items 6, 8 and 17 5.3, 10.3.5, 13.3, 14.1.5, and 14.4 of Franchise Agreement, and Sections 5.2.2, 5.2.3,5.2.4 and 5.2.5 of Development Agreement s. Inspections and audits Sections 10.3.12, 11.4, 11.5 Items 6 and 11 and 11.6 of Franchise Agreement and Sections 5.2.4 and 5.2.5 of the Development Agreement t. Transfer Article XV; Addendum Section Items 6 and 17 8; and Section 14.4.4 of Franchise Agreement and Article VIII of Development Agreement u. Renewal Article II; Addendum Section 2 Items 6 and 17 of Franchise Agreement v. Post-termination Article XVI; and Addendum Item 17 obligations Section 9 of Franchise Agreement and Article X of Development Agreement w. Non-competition Article XVII ofthe Franchise Item 17 covenants Agreement and Article XI of Development Agreements x. Dispute resolution Articles XXV and XXVI of Item 17 Franchise Agreement and Article XIX of Development Agreement

Item 10

FINANCING

Smoothie King does not offer direct or indirect Financing. Smoothie King does not guarantee your note, lease or obligation. You may be eligible for a streamlined review process for Small Business Administration ("SBA") loan applications through the SBA's Franchise Registry Program, www.franchiseregistry.com.

Smoothie King 2014-2015 26 Remll

FRANCHISORS AS^STANC^ADVERT^N^

COMPUTERSYSTEMS^AND TRAINING

Except as listed below, Smooths King^not required to provide yo^

ERE OPENING OBLIGATIONS Betbre you openaSmootbie King Nutria ofyour development area, Smootbic King will provide:

Site Eoeation Assistance and A^rovai: Smootbie King will provide yon witb general site selection criteria and guidance in tbe selection ofan acceptable site. You alone must locate an acceptable site for tbe Unit. SmootbieKingmayrecommendareal estate broker, ifSmootbie King knowsabroker in your area You are not requiredto accept Smootbie King's recommendation and you maycontract witb any real estate broker you cboose. Smootbie King will evaluate and approve tbe location tor tbe Unit if it meets Smootbie King's site criteria franchise Agreement—Sectional.2; Oevclopment Agreement-Sections.1.1 ^b^.

Review ofEease: Smootbie Kin^ will review tbe lease tor tbe location oftbe Unit to ens^th^t provisions Smootbie King requires are included in tbe lease and tbat tbe terms oftbe lease are generally acceptable to Smootbie King. You alone must negotiate tbe business and financial terms of your lease and sbouldbavealocal real estateattomeyrepresentyouintbenegotiation^rancbise Agreement- Sections.1.2; OevelopmentAgreement^Section 5.1.1^. Tbe Smootbie King Contingent Assignment ofLease^Exbibitl^is required as an addendum of your lease document

Elans and Specifications: Once Smootbie King receives as-built drawingsûsually provided by tbe landlord or bis arcbitect^, Smootbie King will prepare design documents wbicb include: equipment, furnishings, decor and signsidentifiedwitbSmootbieKing^Businesscs and approved suppliers and specifications tor products and supplies^rancbiseAgreement--Section4.1.l;OevelopmentAgreemen^^^ Section 5.1.1^. You must supply to Smootbie Kingasite plan of tbe center in wbicb tbe Unit will be located,afioorplanoftbe leasedspace,elevationsoftbebuildingônt,side,andrearândotber drawings and intbrmation as we may require.

Review of Einal Site and Construction Plans: You must submit your final localised architectural plans to Smootbie King,wbo will review your final site plans and construction plans to ensuretbeycomplywitbSystemconstruction standards and specifications^Francbise Agreement-Section 4.1.3;Oevelopment Agreement-Sections.1.1^.

Manuals: SmoothieKing will loan to vou one copy ofor provide electronic acc^t^^b^ftb^ SmoothieKing confidential pre-opening,operationsandmarketingmanuals,trainingDYOs and other manualsthat Smoothie King makes available to all tranchisees^collectively, the ^Manuals^ Agreement-Sectional.^. The table ofcontents ofthe Manuals is attached to this disclosure document as Exhibits The total number ofpages in the Manuals is^l^pages.

Training: Smootbie King will train you and your Manager tooperate the Smoothie King Nutritional Lifestyle Center franchise Agreement-Section 4.1.^. This training is described in detail later in this Item.

S^oo^K^g 2014 2015 27 Other Resources and Askance: Smoothie King will provide other resources and assistance as Smoothie King deems appropriate in opening the Unit, including assistance hy Smoothie King^s personnel or itsagcnts franchise Agreement—Sections^l^ and^l.10; Development Agreement- Section^ll^e^

Form otEranchise Agreement: Smoothie King will provide you with Smoothie King^s then- current franchise agreement for use hy you in exercising your options under your Development Agreement ^Development Agreement—Section^l.^

OPENÔÔSTOPENINOOBÔATIONS

During theopcrationoftheSmoothie KingNutritional Lifestyle Center,Smoothie King will provide:

On Site Assistance: Smoothie Kingwill provide you with on site assistance upon the opening ofthe Smoothie King Nutritional Lifestyle Centers During the opening ofthe Unit, Smoothie King will provide at least one Smoothie King representative to you at the Unit location to facilitate the opening of theUniL The number of days of this on-site visit will vary,hutaSmoothieKing representative will normally he on-site up to7days^ranchise Agreement-Sectional^

OrandOpcnin^ Promotion Assistance: Smoothie Kingwill provide you withamarketing manual and guidance in marketing and promotions for your Grand Opening franchise Agreement - Section4t7^

Marketing and Advertising Guidance and Approvah Smoothie King will provide you witha Marketing Manual and periodically provide you with materials and advice to support your marketing and advertising efforts franchise Agreement-Sectional^ Smoothie King will also approve or disapprove all advertisingand promotional materialsyou propose to use franchise Agreement-Section l2Bt^ Advertising is explained in more detail helow

Oonsultation: YoumaycontactSmoothie King representatives onaperiodic or as-needed basis to receive consultation and guidance concerning the operation of your Business franchise Agreement- Sectional^ Smoothie King will also provide intbrmation to you about changes and modifications to the System and Manuals, advertising and marketing activities, and provide you with forms for required reports you must submit to Smoothie King.Smoothie King will periodically,as it considers necessary, inspect your supplies, merchandise, methods ofservice and merchandising and speak with you and your team members to ensure you are complying with your agreements, Manuals and the standards established for thcSystem franchise Agreement-Section 10311^

AdvancedTrainin^: SmoothieKing periodically will,as it considers necessary,provide you withadvanced training in operating the Unit^Franchise Agreement-Sectional^

Re^ionai Training: Smoothie King periodically will, as it considers necessary, provide a scheduled regional training courseconcerning Unit operations andother subjects Theduration and subject matter ofthese regional training courses will vary franchise Agreement-Sectional^

New Products and Services: Smoothie King^King will evaluate and consider for approval the products or services you submit tor approval for use in the Unit^Franchise Agreement-Section 10.^^^

OtherResources and Assistance: SmoothieKing will provide you with other resources and assistance, whichmay be intheformof newsletters, bulletins,brochures,manuals, andreportson

Sô^K^20^^5 28 Smoothie King's police reseat toall franchisees franchise Agreement-Seotionsîând 4.410; Development Agreement-Section 511^

SITE SELECTION METHODS

The franchise is granted tbraspecitic location. Smoothie King will approve an area tor you to search foralocation. You mustlocateasitetbryour Unit that Smoothie King will consent to. Smoothie King'sconsentwillnothe unreasonably withheld. Smoothie King will evaluate your proposed locations within^OdaysafrerSmoothieKingreceivesafullycompletedsitepackage, as described in the Manuals or as Smoothie King may otherwise provide in writing. Factors considered by Smoothie King in reviewing and accepting proposed sites include populate space, rent, available parking, traffic count and patterns, ease ofaccess, economic and population growth trends, the market penetration ofSmoothie King Businesses and proximity to other businesses, include other Smoothie King Businesses. Smoothie King also considers whether the lessor will agree to the Smoothie King permitted use language and other required lease provisions. IfSmoothie King determines that the locationisnotacceptableat that time or istoocloseto another SmoothieKingBusiness, Smoothie Kingwill not consent to the proposed site and you must locateanew site tor the Unit. If Smoothie King and you cannot agree onasite tor the Unit, Smoothie King may terminate the Franchise Agreement.

Smoothie Kingconsidersall sites aTraditional location unless Smoothie Kingapproves the location, in writing, asaNon-Traditional location. Traditional locations are not determined by si^e and may or may not carryafull line ofSmoothieKing^ products. Examples ofthese locations may include: strip centers, store fronts, enclosed mall spaces, mall food courts, airports, and other locations w access or medium to high population density in the trade area.

In certain situations, Smoothie King may offer franchises forNon-Traditional locations. If permitted, you may establishaUnitinaNon-Traditional location. NonTraditional locations are usually located within another business or dependent upon one main business or organisation as its primary trade generator, normally have limited access by the general public, havealower population density or traffic count in the location^strade area and the m^ority of its trade area is geographically limited,usual^^ relation to its primary trade generator. Non-Traditionallocations are not determined by si^e, potential salesvolumeorwhetheryouaresharing space with another concept and may or may not carryafull line of SmoothieKing^ products. For example,alocationinauniversitywithasmall student population may be approved asaNon-Traditionallocation whereas the same location in another university witha larger student population may not. Other examples of these locations may include: smalluniversities, small health clubs, small hospitals, small office buildings, small military bases, convention centers, grocery stores, movie theaters, convenience stores and locations within other retail and food businesses. SmoothieKinghasthesole and absolute discretion to determine whether to approveaNon-Traditional location.

Tbe typical length oftime between the signing ofthe Franchise Agreement or the frrst payment of any consideration for the franchise and the opening ofaSmoothie King Business ataTraditional location is six to twelvemonths andtwo to eight monthsforaNon-Traditional locationas the locationhas typically been found at the time the Franchise Agreement is signed. Factors aflecting this length of time include identification of asatisfactory site, lease negotiations, financing, zoning, building and other permits, construction delays^weather, labor, materials^, and delivery and installation of equipm signs. Problems or delays caused by anyof these factors could delay the opening of theUnit beyond eight months.

Sô^KÔÔ^ 29 Fai^toob^m financing w^ Date cons^csadcfauh of the Franchise Agreement franchise Agreement—Scctions3ândi43^

If youcntcrintoaDcvciopmcnt Agreement, Smoothie Kingandyouwiii havcagrcedtoan Option ArcaandaDcvciopmcntSchcdnlcwhich identity the numher of Units you time frame and area in which the Units will he developed. In order to exercise your option to open an additional Unit under the Development Agrccmcnt,youmusthc incompliance withany Franchise Agreement and other agreements you have with Smoothie King and our subsidiaries and affiliates; any Units owned hy you must ho and have heen operated in compliance with the Operations Manual; and you must execute each Franchise Agreement for an additionalUnit at least four^months before each particular Unit must be open and in operation undcrthc Development Schedule or bctbrc the beginning of the site selection process, whichever occurs first.

MANUALS

Smoothie King is currently in the process of revising the Manuals. The tabic of contents of all Manuals as of March 12, 20l3Aprill^20l^is attached to this disclosure document as Exhibits You mustpromptlycomply with the Manuals, which describes Smoothie King's comprehensive operating system, includingastandardi^ed design, decor, equipment system, color scheme, styleof signage, unitbrm standards, specificationsand proceduresof operation,quality anduniformity ofproductand services offered. The provisions ofthe Manuals are reasonable, necessary and essential to the image and success ofall Smoothie King Businesses. The Manuals contain Smoothie King's mandatory operating standards, specifications and proceduresfortheoperation ofaSmoothie King Business. Changes in the standards, specifications and procedures may become necessary and you must comply with these modifications, revisions and additions to the Manuals.

TRAINING PROGRAMS

The content of our training programs is described below.

Hours of Hours of On Subject Classroom The Job Location Training Training Smoothie King Home Office in Orientation/Pre-Opening' 6 None CovinctonMetairie, Louisiana Smoothie King Home Office in

2 CovinctonMetairie, Management Training 70-90 20-30 Louisiana & Company Unit in Metairie, Louisiana

Field Training3 16-24 24-30 Your Business Location

(1) Orientation and Pre-Opening: You must attend Smoothie King's orientation and pre-opening training program as soon as reasonably possible after signing your Franchise Agreement and before beginning site selection. This program is mandatory and held at Smoothie King's Home Office in Covington Metairie. Louisiana, and is scheduled as needed. It is designed to introduce you to the System, provide you

Smoothie Kins 2014-2015 30 withi^pôpemng Manual and ^ markefinând pre-opening acfivifiesêe Exhibits You may or may not be required to attend orientation andpre-openingtraioiugtbrNon-Traditionai locations if you are an existing tranebisee.

^ Imtial Management Traimng: You must attend and complete, to Smootbie King'ssatistaction, tbe initial management training program betbre you opcna Unit or acquire an existing Unit. Smootbie King'sinitial management training program is mandator for all trancbisees and managers and conducted every^wecks, depending upon tbe number of attendees, at our corporate oftice in CovinctonMetairie, Louisiana, and our corporate Unit in Metairie, Louisiana. You must attend tbe program after you completesiteselection and witbinarcasonable time betbre your scheduled opening date. All permits must be in place betbre attending training. Tbe initial management training course is up to 14 days, averaging 10 hours per day plus additional homework assignments. Instructional materials will include written training modules, the Manuals and actual products, books, and equipment. Before you attend the initial management training nrogram, vouYoumust attendandcompleteaServe-Satecourse Youmay attend and complete any Serve-Safe course provided byareputable third-party supplier in your local area-or vou may take the Serve-Sate course offered asanart of Smoothie King's management training program.

^ Field Training: Smoothie King will send one Smoothie King representative to theUnit location, at no cost to you, tor on-site training and assistance when you open the Unit. The length of time the representative is on-site may vary,but it isexpectedtobe upto7days. Cn-sitetrainingand assistance includesadditional blending training, consultation and training on hiring ofpersonnel, training of personnel, purchasing and inventory management, product promotion and merchandising, bookkeeping and reporting management, analysis of sales and product mix and other matters necessary to the opening and operation ofthe Unit.

SmoothieKing may requireany of your principalsor team members whobecomeactively involved in managing the Unit to attend and satisfactorily complete the required training programs.

Smoothie King also offers optional regional training programs, including refresher training, for you and your team members. Smoothie King may designate certain additional training courses ^br you or your team members as mandatory.

Ifyou areaDeveloper, Smoothie King may requireyouorany of your principals or employees who are actively involvedin developing the areafor your SmoothieKingBusinesses to attend and satisfactorily complete the training programs Smoothie King designates as mandatory.

You must pay all personalexpenses you and your team membersincur in attending training programs, including costs andexpensesoftransportation, lodging, meals, wages and employee benefits, and any training fees. This applies for both mandatory and optional training programs. SmoothieKing currently provides most of the materials and there is currently nofee tor any mandatory or optional training program although we may charge one in the future. Smoothie King may, however, chargea reasonable fee in the future tortraining courses offered afterthe Unit opens.

Robbie Bankston will overseeDione Heusel is Smoothie King's training program.—M^ BankstonVice President ofHumanResources^Training. Ms. Heusel has been employed by Smoothie King since4^^^andhasheldavariety of posits

Smoê^^lÔ^ 31 Op^^^îpexo^^^ ^ Diômrof Bêxpê in Human Rûr^ Trainin^^ Pe^rmance DeveiopmenL She began herca^r with Ruby Tuesday Restaurant and eontinued with brands sueh as Burger King and Ruth's Chris Steak ûse^ Other individuals in our Operations,^ in training All instructors^ have been employed by Smoothie King for at ieast^m the subject they teach.

ADVERT1S1NO

National MarketmgFund: Smoothie King operatesanational marketing and promotional fund ^National Marketing Fund^toadvertiseandpromoteSmoothie King^ Businesses. TheNational Marketing Fund was formerly known as the ^System Fund" Youwill pay Smoothie Kinga^National Marketing Fee" based onapercentage of your monthly Cross Sales The National Marketing Fee currently isôf monthly Cross Sales Smoothie King may increase the National Marketing Fee to an amount not to exceedôf monthly Cross Sales on 60 days written notice to you Smoothie King will deposit the National Marketing Fee in the National stores must pay the National Marketing Fee Certain franchisees or licensees under past versions of signedfranchiseorlicenseagreements may payaNational Marketing Fee based onadifferent percentage of Cross Sales or may pay no amount In addition, due to market conditions and location, certain franchisees or licensees with maôr food service organisations or atypical locations, such as ^^^^ be required to contributealesser or no amount to the National MarketingFund Smoothie King will at its solediscretiondetermine whethera location will beexempted from theNational Marketing Fund. Outside vendors and suppliers may contribute to the National MarketingFund in exchange tor promofi^^ their products or using their services These agreements are negotiated on an individual basis as the opportunity arises by Smoothie King orarepresentative of the National Marketing Fund ^Franch^ AgreementÂrticleXtl^.

SmoothieKing currently maintains and administers theNationalMarketing Fund. Smoothie Kingwill direct all advertising,promotional andmarketing programs witbsolediscretionover the concepts,materials,andmediaused intherelatedprograms and their placement allocationmedia purchases Smoothie King hasaNational Franchise Advisory Council ^FAC'^ made up of franchisees elected by the franchisee community TheFAC serves in advisory capacity only and may provide input on advertising programs and policies. Smoothie Kinghasthe power to form, dissolve or change theFAC at any time. Smoothie King has no other advertising council composed of franchisees The National Marketing Fees collected areintendedtomaximi^egeneralpublic recognition and acceptance of the Proprietary Marks and the overall brand awareness of the SmoothieKing^ name for the benefit of the System In administering the National Marketing Fund, Smoothie King is not obligated to ensure that you or any particular franchisee benefits directly or onaprorated basis from expenditures by the National Marketing Fund Smoothie King does not have to spend any amount on advertising in your area Smoothie King will not use any ofthe National Marketing Fund primarily to advertise the sales of new franchises.

TheNational MarketingFundwill be usedexclusively to meet costs of administering and preparing advertising, promotional and marketing activities. These costs may include creating, producing, placing, and conducting television, radio, internet, and print advertising campa^ producing, and distributing promotional materials for use in Smoothie King Businesses, such as si^^^ posters, direct mail, promotional brochures, and outdoor billboard advertising; marke^^ research; public relations activities; and employing advertising agencies and consultants. SmoothieKing engages outside marketing, advertising and graphic design companies to perform and coordinate most of the marketing and advertising activities listed above for Smoothie King In the year ending Oe

S^oo^^g^^^ 32 20^^^, the Nations Marking Fund was used as fohow^ point of purchase material ^7^; media ineludmgfishhowl and website agencies meluding public rela^^ accounting ^14^ loan note ^716^ digital/social^^ reserve fund expenses^^.

All amounts you pay into tbe National Marketing Fund will be accounted For separately. Smootbie King will be reimbursed for reasonable administrative costs and overhead incurred in administering the National Marketing Fund. At your request. Smoothie King will provide you with an annual unaudited statement of the receipts and disbursements of the National Marketing Fund for the most recently completed calendar year. Smoothie King anticipates that all contributions to and earnings oftheNationalMarketingFundwillbespentduring the taxable year in which the contributions and earnings are received. If any amounts in anyNational Marketing Fund are not spent during the current year, they will remain in the National MarketingFund for use in the following year.

RegionalFund: IfSmoothie Kingestablishesaregional promotional and marketing fund ^the ^Regional Marketing Fund'înaregion in which the Unit is located, you will pay to Smoothie King tor deposit in the Regional MarketingFunda^Regional Marketing Fee." Smoothie King will determine the amount of the RegionalMarketing Fee and reserves the right to increase such Fee upon 60 days'prior written notice, to an amount not exceeding 2^ of your monthly Gross Sales. Any contribution to the Regional MarketingFundwill be credited towards your local marketing requirement described below. In addition, we will not require you to contribute to bothaRegionalMarketingFundandaGooperative. As aresult,wewillnotrequireyoutospendmorethan2ôfGrossSalesonlocal or regional marketing, including the RegionalMarketingFund,aGooperative or approvedlocal marketing efforts Except as describedbelow,all franchiseesin each regiongenerally will contribute the same amountpercentage to the Regional MarketingFund. Certain franchisees or licensees under past versions ofsigned franchise or license agreementsmay pay adifterent percentage of Gross Sales or no amount. lnaddition,dueto conditions and location, certain franchisees or licensees with maôr food service organisations or atypical locations, such as airports, may be required to contributealesser or no amount to the Regional Marketing Fund. Smoothie King reserves the right to determine,in its sole discretion,whetheralocation will be exempted from the Regional MarketingFund.

Smoothie Kingmaintainsandadministcrseach Regional Marketing Fund,and will direct all advertising, promotional and marketing programs with sole discretion over the concepts, materials, and media used in the related programs and their placement allocation media purchases. In administering each Regional MarketingFund, Smoothie King isnotobligatedtoensure that youor any particular franchiseebenefitsdirectlyoronaproratedbasistromexpendituresbytheRegional Marketing Fund. Smoothie King will not use any portion of the Regional MarketingFunds primarily to advertise the sales of new franchises. Currently,thereisaRegional Marketing Fund in the St. Fouis region, Jacksonville region, Dallas region, Miami/Ft. Lauderdale region,Washington,D.C..region.the New Orleans region. theAtlantaregion,theCharlotteregion,theTamparegionandthe Houston region. In the year ending December^l,2^^^, the Washington, D.C.,Regional MarketingFund was used as follows; point of purchase materials^^^; media^^^; agencies, including public relations^^ and other miscellaneous expenses^Ô^. In the year ended December^l.2013^^. the New Orleans RegionalMarketing Fund was used as follows; point of purchase materials ^^5^; media ^50^; agencies including public relations ^0^; athletic endorsement ^t^; and sampling and other miscellaneous expenses In the year ended Oecember^l, 2013^^, the Atlanta Regional MarketingFund was used as follows; pointof purchasematerials^^; media ^4063^;agencies, including public relations ^ândl^ 20^ ofthe 2013 Atlanta Regional Marketing Fund will be carried over into 2014. In the year ended Oecember3l,201^^^, the Charlotte Regional Marketing Fund was used as follows; point of purchase materialsÔ^; media ^5^; agencies,inc^

Smooth ^^20^ 2015 33 sam^mgando^m^êous expend ^7^. ^^yêndedD^m^342^^^^ Tampa Region Maying Fund was used as fohow^ point of purchase materials Ô^; media Ô^; agencies, iueludiug public reiationsÔ^; and sampling and othermiseei^ lothe year ended December342^2^, tbe Houston Regional Marketing Fund was used as ^ point oFpurcbase materials ^7^; media agencies, including public relate otbermiscellaneouseênses^ând^^. In tbe year ended December^l^^ LauderdaleRegionalMarketingFundwas used as Follows; point of tbe 2012Floustonourcbase materials media ^0^; agencies, including public relationships and samolm^ expenses In tbe year ended December^l,2013, tbe Dallas Regional Marketing Fund was used as follows; ooint of ourcbase materialsÔ^ media ^10^; agencies, including public relate sampling and otber miscellaneous expenses ^0^ and 90^ oftbe 2013 Dallas Regional Marketing F will be carried oyer into 2^^2014. In tbe year ended December31, 2013, tbe St Louis Regional MarketingFundwas used as follows; point of purchase materials ^0^; media ^0^; agencies, including public relations ^0^; sampling and other miscellaneous expenses ^0^ and 100^ oftbe2013SL Regional Marketing Fund will be carried oyer into 2014. In the year ended December31, 2013, the âcksonyille Regional Marketing Fund was used as follows; point of purchase materials ^0^; media ^5^; agencies, including public relations ^0^; sampling and other miscellaneous expe^^^^ ôfthe2013Jacksonyille Regional MarketingFund will be carried oyer into 2014.

TheRegional MarketingFundwill beusedexclusiyelytocoyer costs of administering and preparing adyertising, promotional and marketing actiyities for use in each designated region. These costs may includecreating, producing,placing,andconductingteleyision,radio, internet,andprint advertising campaigns; creating, producing, and distributing promotional mate^ King Businesses, such as signs and posters, direct m advertising; marketingsurveysandresearch; public relationsactivities; andemployingadvertising agencies and consultants Smoothie King engages outside marketing, advertising and graphic design companies to perform and coordinate most ofthe marketing and advertising activities listed above tb^ SmoothieKing.

All amountsyoupayintoaRegional Marketing Fund will be accounted tor separately. Smoothie King will be reimbursed for reasonable administrative costs and overhead incurred in administering Regional Marketing Fund. At your request. Smoothie King will provide you with an annual unaudited statementof the receipts and disbursements of the RegionalMarketing Fund for the most recently completed calendaryear Smoothie King anticipates that all contributions to and earnings ofthe Reg^^ Marketing Fund will bespentduring the taxableyear in which the contributionsandearningsare received. Ifany amounts in the Regional Marketing Fund are not spent during the current year, they will remain inthe Regional MarketingFund tor use in the following year.

Local marketing Cooperatives: Smoothie King may designate any geographical area tor the purpose of establishingalocal marketing cooper becomeamember. The geographical area will be defined generally on the basis ofthe area of dominant influence^ADF^ and the number ofSmoothie King Businesses located within the AD1 SmoothieKing may change the geographic area and membership of the Cooperative to reflect the reach of the proposed advertising to be conducted in the area. Except for franchisees with special locations, each tranchisee within the designated geographic area of the Cooperative must participate in the Cooperative Each member of the Cooperative must contributeapercentageofits monthly Cross Sales, as Smoothie King designates, up to 2^ of Cross Sales. Any contribution toaCooperative will be credited towards your local marketing requirement described below. Inaddition, we will not require you to contribute to botha Regional Marketing Fund andaCooperative Affiliates of Smoothie King that operate Smoothie King Businesses must contribute to the Cooperative on the same basis as other members Cooperatives will be organised and governed in a manner approved in advance by Smoothie King in writing. Each

Smoo^^^O^O^ 34 Cooperafivew^ be organic under plans previo^y approved by Smootbie King. No advertising or promotional plans or materials may be used byaCooperative or furnisbed to Its members without tbe prior approval of Smootbie Km^^ ^governing board of franebisee members is responsible tor administering tbe Cooperative,^ severalCooperativesuse SmoothieKing to eolleot monies and pertbrm other administrative tun^ Smootbie King representatives may be designated to serve on tbe governing board. Tbe governing board may delegate some oftbe administrative duties to Smoothie King, an advertising ageney or another third party approved by Smoothie King Cooperatives will make all written governing documents available tor review by franchisees upon request. Cooperatives must prepare annual financial statements,which will be made available to members or SmoothieKing upon request. An audited statement is not required. Smoothie King has the power to tbrm, change, dissolve, or merge Cooperatives. Currently, there are Cooperutivesinthe Miami area and Baton Rouge area.

Local Adver^smg: If you operateaTraditional location, you must spendaminimumof$2,500 on gmnd opening advertising between the one month period before opening and within^months after opening.—lfyouoperateaNonTraditionallocation,youmustspendaminimumof$l,OOOongrand opening advertising betweenthe one-month period betbre opening and within^months after opening. You must deposit the minimum amount withlf you operateaNonTraditionallocation,vou must spenda minimumof$l.000 ongrandopening advertising between the onemonthperiodbefbre opening and within^months after opening. Youmustpav the minimum amount to us on the earlier of^the date you begin the initial training program described above îfapplicableând^the date on which we s^^^ the opening ofthe Unit, ê will disburse those funds at your direction to pay expenses associated with approved gmnd opening advertising activities or reimburse you for those expenses upon proof that you have paid those expenses. êmayspendanyfundsremainingondeposittÔ days after the Unit opens on advertising, marketing or promotional activities in your general market area.or^the date on whic^ we scheduled the opening ofthe Unit. lnaddition,youmustspendaminimumofôf annual Cross Sales on localmarketingactivities. Any amounts you contribute toaRegional MarketingFundora Cooperative will be credited towards this local marketing requirement.

All advertising, promotional and marketing activities that you conduct in your local market area will be subject to the prior approval of Smoothie King. You must submit to Smoothie King all local advertising, promotional and marketing plans and samples ofall local advertising materials not prep or previously approved by Smoothie King. If you do not receive written disapproval withinl5business days after the date of receipt by Smoothie King, your plans and materials will be deemed approved. If any plans or materials previously approved by Smoothie King are later disapproved, you must discontinue their use promptly upon notice from Smoothie King.

CO^P^TERSYSTE^S/CASH REGISTER

POSSystem/Cash Register: Smoothie King currently requires use ofthe Focus POS System, including the ^Tocus" proprietary softwares designated supplier which is currently RCS although ^ttheFOS system and the suppliermav change in the future. The Proprietary Software will be used with the computer hardware we specify. SmoothieKing requires computer terminals and related hardware through our approved supplier. FocusYou may require ^ouberequired to signacomputersoftwarelicense agreement related toyour use of theFroprietary Software.

Smoothie King requires that you have an in-store business computer and printer. . All The computer must have the latest version ofthe following soft^vare installed; Microsoft windows XF^F will no longer be supported after July 201^, Vista or windows 7, Microsoft Internet Explorer, ^uickbooks Suite and Microsoft Office for creating and viewing documents and reports.software must

S^^^20^20^ 35 meet the technic and secure s^ otfiee software nrogram^ Yon must eonfbm^ to onrteehnieal and security standard^w^^ software version updates, operating system undated hardware upgrades, secure broadband Internet eonneetivity, and others. You may not install any software programs wbicb are not approved by us on your store's pointo^saiesystemorbackoffice computer. You must haveabroadband/high speed internet access within your Unit, and the IP address provided by your Internet Service Provider must be static ^permanent numeric identification assigned by the ISP^. You are responsible tor maintaining all security standards associated with the store's local network. Additional Network devices such as cabling, firewalls, switches, and modems may be required. You will be required to maintain PCS Network Software updates; windows Operating System Updates, Anti-Virus, Maiware and any network device firmware These standards as defined by the PCI Security Standards Council can be found at the following web address; https;^www.pcisecuritystandards.org/security^standards/pcidss.shtmi. SmoothieKingrecommendsconsuftingaiocai I.T.protessionaiwithafuii understanding of the PCI OSS and Networking configuration to advise you on specific setup and maintenance requirements.

ToprocesscreditcardsthroughthePOSSystem,youmustbecertified PCI Compliant. Tobe certified compliant, you must submitaPassing PCI VulnerabilityAssessment Scan report along witha copy ofthe SA^v^.O before opening and once each following year Smoothie King reserves the right to terminate your Franchise Agreement and/or suspend credit card processing at any Unit which does not comply with the current PCI compliance requirements ^Veestimate that the cost to obtain and maintain your PCI Compliant certification will bea$300 to $500 set-up charge and up toa$I,600 annual tee

The Focus POS System will aid in collecting data, provide intelligent reporting and inventory control, aid in the communication between franchisees and us, and provide access to intormation. The Foeus^POS Store System has an up-front cost of approximately $^,500 toSI2,000, including the Proprietary Software and computer hardware, Inaddition, we may requirethatyoupayaTechnoIogy Fee of up to $^002,400 each year. ^Vewill have unlimited independent access to your cash register receipts, sales and other financialan d business informationstore systems data ^Franchise Agreement--ArticIeXI^ ^e will provide you with specifications and initial training on your Focus System, but Smoothie King is not obligated to assist you in obtaining the items described in this paragraph. You may be required to pay for all future updates, licensing fees, supplements and modifications to the Proprietary Software and the Focus System. There are no contractual limitations on the cost or frequency ofyour obligation to update or upgrade any system. SmoothieKingcurrentlvestimates that the annuaicostofanvoptionalor requiredmaintenance, updating, upgradingorsupportcontracts islessthan$l,000 per year-but this amount may increase as software and computer hardware systems are updated, added or changed.

SmoothNet: You must participatein theSmoothieKing^ intranet system^SmoothNet'^. ^Franchise Agreement^Section 10.3.15^. Toparticipate in SmoothNet, you must accept the Smoothnet Terms ofUse Agreement attached to this disclosure document as FxhibitO. Through SmoothNet, you can access portions ofour Manuals, corporate tbrms and news articles, as well as participate in discussion forums SmoothieKingdoesn'tchargeatee for your participation inSmoothNet ^Ve will have independent access to the intbrmation and data that is electronically generated. ^Ve also reserve the right in the future to requireyou to install computerised management systems meeting our standards, as modified periodically in response to business, operations and marketing conditions.

Restrictions onFranchisee^st^se of Electronic ^edia: Smoothie King restricts your right to useallelectronicmediaincludingtheinternetmoperating your Unit. You cannot conduct business over theinternet or createyourown website with which to conductbusiness without our express written consent ^seeFxhibitO^.

Sôo^^g 20^^15 Smooths KmgÔhâôns Under the DevônmentAgreemeoL ^Smoothie King and you enterintoaDevelopmentAgreement, Smoothie King and you will time the Development Agreement is signed, unless you are an existing franchisee,i n sign the first Franchise Agreement under the Development Agreement at least tour months hetbre your Unit is scheduled to open or hetbre the beginning ofthe site selection process,whichever occurs first. Except as described above, Smoothie King's obligations under the Franchise Agreement apply to Units developed underaDevelopment Agreement. Each time Smoothie King and you sign another Franchise Agreement, Smoothie King's obligations are activated for the new Unit to be established. Except as described above, Smoothie King does not have separate obligations under the Development Agreement

Rem 12

TERRITORY

Develonment Agreement: Smoothie King may award you the development rights to developa certain number ofUnitsinadesignated geographical area ^Option Area^ if you meet Smoothie King^s qualifications to become an area developer. IFyouareawardedadevelopment area and subject to the tollowing,Smoothie Kingwill not locateanycompany-owned Units or awardafranchise to any person other thanyouto locateaUnit inyourOption Area tor theterm ofyour Development Agreement. Smoothie King may establish, operate or grantafranchise or license to others to operate Units under the System and Proprietary Marks at any ^Special''location, as defined below,within the Option Area at any time. Speciallocations are defined as locations that Smoothie King determines havearestricted trade area ^Special" locations^. Examples of Special locations include locations in the following types of environments; malls, universities, schools, hospitals, military bases, casinos, convention stadiums, airports, health and fitness facilities, office buildings, theme parks, amu^ other locations that are not located on the street and the primary trade area is restricted to certainty generators. Smoothie King may also license or sell, at both wholesale and retail, product or service lines that are being sold in Units under the same or similar Proprietary Marks or any other proprietary marks, at any location or distribution point within and outside the Option Area at any time. ^Development Agreement-Sectionl.^.

The term ^Special location" is used only to define certain locations that are not included in your FrotectedTerritoiy and has nothing to do with whetheralocation is determined to beaTraditional or Non-Traditional. Any typeof location, includingaTraditional location, may bedeterminedtobea Special location. Foradiscussion oFTraditional and Non-Traditional locations, refer to Item^and Item llunderSite Selection Methods.

The Option Area is described by a written description or map in an attachment to your Development Agreement and shows the metropolitan area, ^ipcodes,cities, counties or other political subdivisions or market areas designated by physical boundaries like streets, highways or physical landfbrms, and is usually determined by density of population, demographics and number of projected trade areas available in the Option Area. The number of Units you must open in the Option Area is determined by the Development Schedule to which you and Smoothie King agree and is based on the density of population, demographics and number of projected trade areas available in your Option Area. ^TradeArea''isgenerally defined asageographic area withapopulation and business base that meets the demographicTrade Area guidelines fbraUnit. AtypicalTrade Area guideline would beacommercial development which includes retail shopping centers havingaminimum population of20,000withina3 mile radius andamix of residences and businesses.Flowever, each Trade Area is different and whethera location will be approved inaparticular Trade Area depends upon the factors discussed in Itemllunder SiteSelectionMethods. You must investigateyour particular prospective option areatoconfirmthe number ofprojected trade areas available before signing your Development Agreement.

Smoo^^20^20^ 37 You must en^r into new franchise a^ Traditional locations inyourOption Arcahy thedatcsagreed uponinyourdeveiopmcntscheduic ^Schcduie^. OpeningUnitsatNon-Traditionaiiocationsin your Option Area do not count toward fulfrilmcnt ofyour Schedule. The fees tor developing multiple Units are discussed in Item 5. You must also meet otherconditions provided inyour Development Agreement, includingcomplying with all material terms and conditions ofyour Franchise Agreements and other agreements with Smoothie King; operating your otherUnits incompliance withtheSmoothie King Confidential OperationsManual; notitying Smoothie King in writing ofyour desire to purchase an additional franchise and signing the then-current standard franchise agreement and other related documents; and pay the required franchise fee ^seeltem 17and Development Agreement-Sections 3^1,3.2^ and 3.3^. If you tail to have your designated Units open in the Option Area in accordance with the Schedule or meet the other conditions of your Development Agreement, Smoothie King may terminate the Development Agreement or take other action provided under your Development Agreement ^seelteml^and Development Agreement-Section 4^

Your Option Area is not dependent upon achievement of a certain sales volume, market penetration or other contingency or circumstances other than as described ahove.

Other than as described above, you will not receive an exclusive territory under your Development Agreement.You may tace competition from other franchisees, from Units that Smoothie King owns or from other channels ofdistribution or competitive brands that Smoothie King controls.

Franchise Agreement: YoucanoperateaUnitonly fromaspecifred location we approve. Smoothie King may designateageneral geographic area ^OeneralArea^ solely to limit the area wi^ whichyoumayseekasitelocationfor your Unit. UntilyouhavesecuredaleaseandaFrotected Territory is designated, Smoothie King may establish franchised or company-owned Units at any time in your Oeneral Area that may compete with the Unit that you operate and may limit your ability to seeka site in certain parts ofyour Oeneral Area. Smoothie King also may grant development rights to others thatmaylimityoufromseekingasiteinallorany part ofyour Oeneral Area.

Once you have secured your leaseforaUnittbraTraditionallocation, SmoothieKing will designateageographical area surrounding the Unit ^the^FrotectedTerritory^ Subject to the following, SmoothieKingwillnotestablishoroperateafull-service Unit, nor grantafranchise to any person other than to you to establish or operateafull-service Unit in the FrotectedTerritory.

The Protected Territory will be defined by identifiable boundaries and include abusiness, seasonal and/or residential population count of approximately 15,000 people, based upon our site selection data available at that time. TheboundariesoftheFrotectedTerritory may be established, at our sole discretion, to match the population criteria, street or walk by traffic patterns and natural geographic features, such as bodies of water, interstate highways and other features that normally define guest tri^ patterns. TheFrotectedTerritory may includeabusiness,seasonaland/or residential population count of less than 15,000 people where there is less thanl5,000 people withina^mile natural trade area of the location,based upon the criteria above, such as in suburban, rural, or beach communities ^Franchise Agreement-Sectionl.4;Section^.3.^

Your FrotectedTerritory is not an exclusive territory. ^Ve may operate or grantafranchise or license to others to operate Units at any ^Special" location. ^Special locations" are defined as locations that Smoothie King determines have arestricted tradearea. Examples of Special locations include locations in the following types of environments; m casinos, conventioncenters,arenas,stadiums,airports, health and fitnesstacilities,otficebuildings ,

Sm^^^g^^O^ 38 theme parks, amusement facile trade area is restricted to certain trade generators. You may tace competition trom other franchisees, trom outlets Smoothie King owns or from other channels ofdistrihution or competitive brands that Smoot^^ King controls.

If you operateaSmoothie King Nutritional^ willnotreceiveaProtectedTerritory and willnot have any protectable rights to an area or Protected Territory.

Smoothie King also may license or sell, at both wholesale and retail, product or service lines that arebeingsoldinUnitsundertheProprietary Marks or other marks,at any locationor through other channelsofdistribution, within or outside theProtectedTerritory at any time franchise Agr^^ Section l.^Section^.^.

Smoothie Kingmay locateaUnit, whethercompany-owned, franchised, licensed or otherwise at any locationwedeemappropriateif you do not receiveaProtectedTerritory franchise Agreement Addendum Sectionsland 4^.

SmoothieKingmay establish, operate or grantatranchise or license to others to operate Units at any location outside of your ProtectedTerritory. Smoothie King may license or sell,at both wholesale and retail, product or service lines that are being sold in Units, including the Llnit you operate, under the sameorsimilarProprietaryMarksorany other proprietary marks, at any location or distribution point within and outside your ProtectedTerritory^ranchise Agreement-Section ^3^.

Upon renewal of your Franchise Agreement, however. Smoothie King has the option of redefining theboundariesofyourProtectedTerritory, basedonthe criteria listedabove franchise Agreement-Section^.^.

You will not have a right of first refusal to purchase an additional franchise in any area. Smoothie King is not obligated to contact you before granting area development rights orafranchise in your General Area. Ifyou desire to obtain expansion rights to an area, you should consider applying to Smoothie King tor the development rights to that area and enter intoadevelopment Agreement.Tothe extent Smoothie King may consider granting additional tranchises, you will not be considered tor an^ franchise opportunity unless you are in good standing under each of your other Smoothie King^ Franchise Agreements.

Relocation ofthe Unit requires the prior written approval ofSmoothie King. Smoothie King will approve the relocation ofthe Unit only ifyou lose the right to do business at your location through no fault of your own or Smoothie Kingdetermines that it isin its best interest to allow the Unit to be relocated. You must enter intoanewFranchise Agreement to establish additional Units.

You may only ofler products or services tor retail sale from the premises of the Unit that you operate ^Franchise Agreement-Section 10.3.^. You must obtain our prior approval for all advertising, promotional and marketing activities you conduct in your local market area and you cannot offeror sell productsorservicesthroughalternativechannelsofdistributionunlessyoureceive our prior written consent.

There are no other restrictions in the Development or Franchise Agreement limiting activities of Smoothie King, you or other franchisees from advertising, marketing, soliciting sales or accepting orders within or outside your FrotectedTerritory or in any other specified area or region. ^Veare not required to pay you any compensation for soliciting or accepting orders from inside your FrotectedTerritory. You do

Smooth ^^20^^015 39 not have the right to use other chann^ other direct marketing, to make sales outside the ProteetedTerritory.

Although Smoothie King has no other plans to do so, Smoothie King reserves the right to establish alternative or other channels of distribution, including the Internet, within your Protected Territory using Smoothie King^s trademarks or different trademarks without any compensation to y^^^ Smoothie Kingalso reserves the right toestablish alternative orotherchannels of distribution; and operate or offer franchises in businesses that sell goods or services similar to or competitive with yours under difterent trade names or trademarks.

There is no minimum sales quota.

Item 13

TRADEMARKS

Development Agreement: The Development Agreement is not a franchise or license agreement and does not grant you any rights to use Smoothie King's Proprietary Marks.

Franchise Agreement: Smoothie King identifies the System by means of certain trade names, trade dress, service marks, trademarks, and logos ("Proprietary Marks"). Smoothie King grants you the right to operate the Unit under the name and mark ^SMOOTHIE KING®." Smoothie King may designate other Proprietary Marks to be used in the System. The principal Proprietary Marks, which you may use, are listed below. The following Proprietary Marks are registered on the principal register of the United States Patent and Trademark Office ("USPTO"):

MARK REG. NO. REG.DATE SMOOTHIE KING HOME OF THE 1633522 January 29, 1991 MUSCLE PUNCH SMOOTHIE KING * 1840792 June 21, 1994 SMOOTHIE KING & DESIGN 2036826 February 11, 1997 DESIGN ("CROWN") 2364537 July 4,2000

* The Smoothie King® concept and primary product was originated in 1973 by Stephen C. Kuhnau, Sr. The name Smoothie King® was established to be the trade name of the franchising entity in 1987 with final registration by the USPTO in 1994.

All required affidavits and renewal registrations have been filed for the Proprietary Marks listed. Smoothie King also claims common law rights to all of its Proprietary Marks on the basis that these marks have been used in interstate commerce.

Additionally, on July 24. 2013. we filed a trademark application for our new "splash crown" design with the United States Patent and Trademark Office which is currently pending.

SmoothieKing 2014-2015 40 T^c^ndy^no^^ Appeal Bo^^^demarka^ eaneellafion proceeding or any materiallftigafionm^ whieh are relevantto their use inaSmoothie King Nutritional L^

There currently are no agreements in efteetwhiehsignifieantly limits to use or license the use of its Proprietary Marks in any manner material toaSmoothie King Nu^ Litestyle Center.

Smoothie King will defend and hold you harmless trom any claims of trademark intringementf^^ the use ofthe Proprietary Marks ifyou promptly give written notice to Smoothie King and tender th^ defense ofthe claims against you to Smoothie King. Smoothie King shall have complete control ofthe legal action and may settle the claims at any time without providing notice to you. Smoothie King will hear all costs ofyour defense. Smoothie King has taken and will take all steps reasonably necessary to preserve and protect the ownership and validity ofthe Proprietary Marks. You must sign any documents deemed necessary hy Smoothie King or its counsel to obtain protection for the Proprietary Marks or to maintain their continued validity and enforceability. You may not contestthe validity or ownership ofthe Proprietary Marks. Iflitigation involving the Proprietary Marks is instituted or threatened against you, you must promptly notity Smoothie King and must cooperate fully with Smoothie King in defending or settling the litigation.

Smoothie King does not warrant or guarantee that it has the exclusive right to use the mark "SMOOTHIE KlNC®"oranyotherofits Proprietary Marks If for any reason it becomes necessary or desirable for Smoothie King to discontinue using the Proprietary Marks, Smoothie King may subs^ different proprietary marks. You then must operate under these other proprietary marks and cease using the Proprietary Marks. Smoothie King is not obligated to provide you with any other remedy other than the substitution ofthe Proprietary Marks.

Smoothie King does not actually know ofany superior prior rights or ofany infringing uses that could materially aftect your use or any Smoothie King® franchisee's use of the principal Prop^ Marks in any state.

Rem^

PATENTS, COPYRIGHTS AND PROPRIETARYINPORMATION

There are no patents that are materialto the franchise. Smoothie King claims ownership of copyrights in the tbllowing Manuals; Healthy Beginnings, Smoothie King University; The Art of Cuest Service, Smoothie King University;The Art of Retailing, the Smoothie King Policy Manua^^ Reference Manual Smoothie King, Marketing Manual, Team Member Fundamentals, Manager Fundamentals, Operations Manual, the Smoothie King ManagementTraining Manual and other manuals Smoothie King intends toclaimownershipofcopyright inany futuremanualsthatare developed. Copyright applications have not been filed for any ofthe Manuals. The information contained in the Manuals is confidential and proprietary and part ofSmoothie King's intellectual property. There are no other copyrights that are material to the franchise.

The Manuals and other materials Smoothie King possesses contain Smoothie King'sconfidential information and intellectual property. This information includes recipes for the Smoothie King drinks, formulas, methods of preparation, product content, specifications, standards, suppliers, systems, procedures, operational, sales and marketing methods, plans and other trade secrets of Smoothie King^ You may not use Smoothie King'sconfidential information and intellectual property in an unauthorised

Smoo^Km^O^O^ 41 manner either during or after the diseiosuretoothers. Forexampie,youmay notdupiieateany partofthe Reeipeorother Manual remove themftom the Unit location or fail to return them to Smoothie King when t^^ Franchise Agreement is over. Intbrmation or techniques developed hy you or your team memhers under the System or the operation of the Unit is deemedapartofSmoothie King'sconfidential intbrmation and intellectualproperty protectedunderyourAgreement. You must obtain and send to SmoothieKing signed confidentiality agreements from all ofyour team members or agents who may have access to confidential informationand intellectual property inaform satisfactory to Smoothie King.

There are currently no eftective determinations ofthe Copyright Office (Library of ^ any court regarding any ofthe copyrighted materials. There are no agreements currently in effect, which significantly limit SmoothieKing'srighttouseor authorise others touse the copyrightedmaterials. There are no intringing uses actually known to Smoothie King that could materially af^ct the use of copyrighted materials in any state. Smoothie King is not required by any agreement to protect or detend copyrightsorconfidentialinformationand intellectual property,although it intends to do so when it ism Smoothie King's best interests. Smoothie King may control any litigation that it participates in. You should notity Smoothie King ofany claims or infringing uses ofthe copyrights or unauthorised use of confidential intbrmation. Smoothie King may modify the Manuals at any time. Smoothie King may require you to discontinue use ofthe information in the Manuals at any time as long as it provides you with alternative information ortechniquesifthis information is critical to the Urn

Iteml^

OBLIGATION TOPART^CIPATE IN T^E ACTUALOPERATtONOFT^E FRANCHISE BUSINESS

ParticipationmBusmess: AsaSmoothie King^ franchisee, you do not have to conduct on- premisessupervisionor personally participate in the directoperationoftheUnit. Smoothie King recommends, however, that you are actively involved in the operation of the Unit, as personal participation may enhance the likelihood of operating successfully. You or your designated development agent or manager must devote full-time to the development of your Units in your development area, unless otherwise approved in writing by Smoothie King. The Unit that you develop and operate must at all times be under the direct, full-time, on-location supervision of you oratrained and competent team member acting as a full-time manager who has satisfactorily completed Smoothie King's initial management training program. Your development agent and manager must sign aconfidentiality agreementtomaintaintheconfidentiality ofallconfidentialinformationandmay havetosignanon- competeagreement. If you areabusinessentity,your development agent or manager need not have an ownership interest.

Personal Guaranty: Ifvouareabusinessentitv.each individual holding in excess ofi^^fth^ total voting power ofyour ownership interests (including each individual holding in excess of20^ ofthe total voting power of any business entity havingacontrolling interest in you) must personally guarantee your obligations under your Franchise and Oevelopment Agreement. Ifyou have personally signed the Franchise or Oevelopment Agreement and wish to transfer your Agreement toabusinessentity,you must enter intoapersonal guaranty regardless of your ownership interest in the business entity. Apersonal guaranty is attached to this disclosure document as Exhibit Fl.

Item^

RESTRIGTIONSON^ATT^E FRANCHISEE MAYSELL

Smooth K^g 20^ 2015 42 You must oândôn^ôse^

You must ofter^goods and servi^ franchisees, mcludmg new products or serves that Smooth There are no hmitson Smoothie King's right tochange the typesofgoodsandservicesoradd new productsor services. You may not otTer or sell any other products or services without our prior written consent. You must fr^iiowaliguidehnes required hy the iaws ofthe state in which your Unit is located and as required hy Smoothie King in the Manuals or otherwise. You must discontinue offering any products or services, whether or not previously authorised hy Smoothie King, promptly upon written notice from Smoothie King. You must provide tor equipment or other items reasonably necessary to support new products or services introduced to enhance the value ofthe System. You are not restricted as to guests to whom you may ofter goods and services.

All Smoothie King Businesses must otfer Smoothie King's proprietary line as designated in the Manuals or in other writings. Smoothie King designates the retail product lines and brands making up your initial inventory upon openingaUnit Afrer your opening order, the particular retail product lines that you may carry inthe Unitareoptional. You must, however,carry arepresentative inventory, depending upon the si^e of the Unit, of the tbllowing categories of products; vitamin formulas, mineral formulas,nutritional supplement formulas,sportsnutritionproducts,diet products, herbs,nutritional snacks, sport drinks, low tat and fat free items and natural food items. Each franchise will be required to implement and maintain a core inventory of representative products as Smoothie King directs. Depending upon the circumstances and si^e ofyour Business, some categories ofproduct lines may be added or omitted, but only upon our prior written consent. Smoothie King must approve the products and their suppliers. Smoothie King may require you to carry only specific product lines and certain brands in the future.

Smoothie King may periodically make suggestions to you with regard to your pricing policies. You may decide whether or not to tbllow these suggestions. Smoothie King also has the right to establish maximum prices and^or minimum prices to be charged by you tor the products and services you ofter at the Franchised Business, but any exercise of that right will be specifically set forth in writing. You must honor all maximum prices and minimum prices Smoothie King establishes in accordance with this Section. You must also honor and ofter all coupons, discounts, gifr cards or gift certificates, or similar promotions Smoothie King designates. You may not offer coupons, discounts, gift cards or gifr certificates, or similar promotions that are not part ofasystem-wide promotion or program without our prior written approval. In addition, Smoothie King has the right to periodically establish minimum advertised prices tor the products and services you ofter at the Franchised Business.

Smooth Kmg^4 20^ 43 Item 17

RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

THE FRANCHISE RELATIONSHIP

These tables list important provisions of the franchise and development agreements and related agreements. You should read these provisions in the agreements attached to this disclosure document.

Section in Franchise Provision Summary or Other Agreement a. Length of the franchise Section 2.1; Addendum Traditional location - 10 years. Non-Traditional term Section 2 location -5 years under addendum or less at your election if your lease term is less than 5 years. b. Renewal or extension of Section 2.2; Addendum You may renew your agreement for 3 additional the term Section 2 terms of 5 years each. c. Requirements for you to Section 2.2; Addendum You must have a good record of compliance with renew or extend Section 2 the requirements of all Smoothie King manuals and be in compliance with the Franchise Agreement; satisfy all monetary obligations to Smoothie King; give written notice; remodel Unit before singing the new Franchise Agreement; attend training; sign release; pay renewal fee; and sign new Franchise Agreement (which may contain materially different terms and conditions than your original Franchise Agreement). d. Termination by you Not Applicable e. Termination by Smoothie Not Applicable King without cause f. Termination by Smoothie Article XIV; Addendum Smoothie King can terminate only if you default. King with cause Section 7

Smoothie King 2014-2015 44 Section in Franchise Provision or Other Agreement Summary g. "Cause" defined - curable Sections 14.2. 14.3 and 14.4; You have 24 hours to cure: failure to allow defaults Addendum Section 7 Smoothie King to inspect your Business; or violation of any law, regulation, order or system standard relating to health, sanitation or safety; You have 10 days to cure non-payment of fees to Smoothie King or undisputed amounts owed to vendors, including taxing authorities and failing to observe standards, recipes, ingredients or procedures; You have 30 days to cure: failure to submit reports; failure to obtain Smoothie King's required consent; failure to obtain execution of confidentiality and non-compete agreements; if you make an unauthorized transfer to a third party; failure to attend and complete the initial management training program to Smoothie King's satisfaction; fail to obtain financing within six months or open the Unit within one year; you do not substantially comply with any other Franchise Agreement obligations or carry out its terms in good faith; if you are in default under the terms of any other agreement between you (or an entity under common control) and Smoothie King or its affiliates. h. "Cause" defined - non- Sections 14.1 Non-curable defaults: insolvency, general curable defaults assignment to creditors or file petition in bankruptcy; convicted of felony or liable in civil claim for practice that may have an adverse effect on the System; fail to comply with covenants not to compete; unauthorized disclosure of Manuals or confidential information; knowingly maintain false books or records or knowingly submit false reports; abandonment of Unit (except for certain events not in your control); commit act that impairs goodwill of Proprietary Marks; non- curable default; violation of immigration laws or loss of immigration status to operate Business: repeated defaults even if cured; knowingly fail to comply with requirements concerning taxes, permits and indebtedness. i. Your obligations on Article XVI; Addendum Obligations include immediately ceasing to termination/non-renewal Section 9 operate the Unit; discontinue use of Proprietary Marks and Proprietary Software; return Manuals, other materials and confidential information and intellectual property; assign telephone numbers if requested; payment of amounts due; assign lease if requested; de-identify Business; allow Smoothie King to purchase proprietary products at cost; maintain confidentiality of information (also see r. below). j. Assignment of contract by Section 15.10 No restriction on Smoothie King's right to assign. Smoothie King

SmoothieKing 2014-2015 45 Section in Franchise 1 Provision or Other Agreement Summary k. "Transfer" by you- Section 15.1 Includes transfer of contract, assets or ownership definition interest. 1. Smoothie King's approval Section 15.5 You must obtain Smoothie King's consent to all of transfer by franchisee transfers, except a transfer to an heir or beneficiary after your death or mental incapacity. Smoothie King will not unreasonably withhold approval as long as certain conditions are satisfied. m. Conditions for Smoothie Article XV; Addendum You may transfer your interest to a corporation or King approval of transfer Section 8 other legal entity if you retain ownership of a majority of the total voting power. You may transfer to a third party if; Smoothie King does not exercise its right of first refusal; the transferee qualifies; all of your obligations are satisfied; you are in compliance with your Franchise Agreement; the transferee enters into a personal guaranty; you sign a release; you and the proposed transferee have complied with provisions regarding confidentiality and non competition; the transfer fee is paid; transferee enters into a new Franchise Agreement, remodels the premises and completes training. If you are a business entity, your principals may transfer part of their ownership interest if they retain over 50% of the total voting power if prior notice is given, Smoothie King approves and confidentiality and non-compete agreements are obtained. n. Smoothie King's right of Section 15.4 Smoothie King can match any offer for the Unit. first refusal to acquire the Unit o. Smoothie King's option to Sections 16.2 and 16.3 Smoothie King may conduct an inventory of your purchase the Unit assets within 15 days and exercise its option to purchase your assets at fair market value within 30 days after the Franchise Agreement expires or is terminated. Also, Smoothie King may purchase any proprietary product you may have at fair market value. p. Your death or disability Section 15.3 Your estate must transfer your interest to your heirs or beneficiaries, or a third party approved by Smoothie King. q. Non-competition Article XVII No involvement in similar business anywhere; covenants during the term cannot divert business to a competitor; or employ of the franchise team member of Smoothie King or another franchisee without consent.

Smoothie King 2014-2015 46 Section in Franchise Provision Summary or Other Agreement r. Non-competition Article XVII No involvement in similar business for two years covenants after the within a 5 mile radius of the Unit location or any franchise is terminated or other franchisee or Smoothie King company- expires owned Business; cannot compete with or solicit guests of Smoothie King® or other franchisees; cannot divert business to competitor; or employ team member of Smoothie King or another franchisee without consent. s. Modification of the Article XXIII; Addendum No modifications generally but standards, Agreement Section 10 specifications, Manuals, products and services, Proprietary Marks and other items specified in the Franchise Agreement are subject to change. t. Integration/merger clause Section 23.1 Only the terms of your Franchise Agreement are binding (subject to state law). Any representations or promises outside of the disclosure document and Franchise Agreement may not be enforceable. u. Dispute resolution by Not Applicable arbitration or mediation v. Choice of Forum Section 25.5 All disputes, claims and controversies will be brought in the Federal District Court for the Eastern District of Louisiana or in state court in the judicial district in which Franchisor has its principal place ofbusiness. (Subject to state law) w. Choice of Law Section 26.1 Louisiana law applies (subject to federal and state law).

Section In Development Provision Summary Agreement a. Term of the development Section 4.1 From signing of Development Agreement until 3 agreement months after your last Business is opened, which may range from 12 months to 5 years depending upon the number of stores to be developed and the market area. b. Renewal or extension of None N/A the term c. Requirements for you to None N/A renew or extend d. Termination by you None N/A 1 e. Termination by Smoothie None N/A King without cause f. Termination by Smoothie Article IX Smoothie King can terminate only if you default. King with cause g. "Cause" defined—defaults Sections 9.3 and 9.4 You have 60 days to cure a failure to open your which can be cured Businesses by the date set in the development schedule; you have 30 days to cure: failure to

Smoothie King 2014-2015 47 Section In Development Provision Agreement Summary submit reports; failure to maintain System standards and procedures; engaging in illegal business practices; unauthorized use of Proprietary Marks; failure to obtain Smoothie King's required consent; a default in any other franchise or development agreement; failure to obtain execution of confidentiality and non compete agreements; if you make an unauthorized transfer to third party; if a permitted transfer is not effected within a reasonable time following your death or incapacity; failure to pay taxes, rent or payments to suppliers timely; you fail to substantially comply with any other obligations of the Development Agreement or carry out its terms in good faith.

h. "Cause" defined—defaults Sections 9.1 and 9.2 Non-curable defaults: file petition in bankruptcy which cannot be cured or other proceedings are begun to foreclose on assets; convicted of felony or liable in civil claim for practice that may have an adverse effect on the System; fail to comply with covenants not to compete; unauthorized disclosure of Manuals or confidential information; knowingly maintain false books or records or knowingly submit false reports; repeated defaults even if cured; knowingly fail to comply with requirements concerning taxes, permits and indebtedness.

i. Your obligations on Article X Obligations include: return Manuals, other termination/non-renewal materials and confidential information; payment of amounts due; maintain confidentiality of information (also see r. below). j. Assignment of contract by Section 8.10 No restriction on Smoothie King's right to assign. Smoothie King k. "Transfer" by you— Section 8.1 Includes transfer of contract, assets or ownership definition interest. I. Smoothie King's approval Section 8.5 Smoothie King has the right to approve all of transfer by developer transfers, except a transfer to an heir or beneficiary after your death or mental incapacity, but will not unreasonably withhold approval as long as certain conditions are satisfied. m. Conditions for Smoothie Article VIII You may transfer your interest to a legal entity as King approval of transfer long as you retain ownership of a majority of the total voting power; you may transfer to a third party if: Smoothie King does not exercise its right of first refusal; the transferee qualifies; all of your obligations are satisfied; you are in compliance with your Development Agreement; the transferee enters into a personal guaranty; you sign a release; the transfer fee is paid (see Item 6); transferee enters into a new development

Smoothie King 2014-2015 48 Section In Development Proven Summary Agreement agreement and transferee compos naming If you area business entity^your principals may transferpartoftbeirownersbip interest as iong as tbey retain over 50%oftbetotai voting power if prior notice is given, Smoothie King approves and confidentiality and non compete agreements are obtained. Tbe purchase price froma transferee must not exceed the development tees charged to Developer by Franchisor. n. SmoothieKing right of Articled Smoothie King can match any otfer tor first refits to acquire developer. developer o. Smoothie King's option to None N/A purchase your Business p. Your death or disahihty Sections Yourestate must transferyour interest to your heirsorbeneticiaries^orathird party approved by SmoothieKing. q. Noncompetition Articled No involvement in similar business anywhere; covenants during the term cannot divert business toacompetitor; or employ ofthe franchise employee ofSmoothie King or another tranchisee or developer without consent. r. Noncompetition Articled No involvement in similar business fortwo years covenants after the within development area ("Option Area^and/ora franchise is terminated or reasonable market area extending from the Option expires Area or the market area ofany other franchisee or Smoothie King company^wned Business; no competing with or soliciting customers of Smoothie King or other franchisees; cannot divert business to competitor; or employ employee of Smoothie King or another franchisee or developer without consent. s Modification ofthe Article XYII No modifications generally but standards, Agreement specifications, assistance and other items specified in the Development Agreement are subject to change^see Items 8,9andl^. t Integration/merger clause Article XYlt Only the terms ofyour Franchise, Development and other Agreements attached to this offering circular and signed by you are binding(subject to state law). Any other promises may not be entbrceablc u. Dispute resolution hy None N/A arbitration or mediation ^ Choice ofForum Section!^ Litigation must be in United States District Court tor the Fastem District ofFouisiana or the state court in thejudicial district where Franchisor has its principal place ofbusiness

Smoo^K^^l^O^ 49 Frovi^on Section In Development Agreement Snmmary w Choice ofLaw Sectional Louisiana law applied

Itcml^

PUBLIC FIBRES

Smoothie King doos not uso any public figure to promote its fraochiso.

Item 19

EtNANCtAL PERFORMANCE REPRESENTATION

The FTC^s Franchise Rule permits a tranchisorto provide information about thcactual or potential financial pcrtbrmanccofits Franchised and/or Franchisor-owned outlets, if basis For the intbrmation, and if the information is included in the disclosure document. Financial performance information that dift^rsfro^ provides the actual records of an existing outlet you arc considering buying; or ^ a franchisor supplements the information provided in this Item 19, forcxamplc, by providing information about possible performance ataparticular location or under particular circumstances.

Under ScctionAbclow, Smoothie King has provided unaudited statements of average annual Unit Cross Sales as ofOcccmbcr^l,^^2013 and Occcmbcr^l,2^2012 Under ScctionBbclow, Smoothie King has provided information on the average annual Cross Sales percentage increase for comparing the 2013 and 20l2calcndar years, the 20l2and20llcalcndarvcarsand^thc 20lland 2010 calcndarycars,andthe20l0 and 2009 calendar years. ThcUnitsuscdin the data below included franchised Units and3Units that were acquired by Smoothie King in late December 20l2and that were only operated by Smoothie King for less than two weeks in the year ended December3l,2012. Those3 Units were not included in the 2013 fi^anchise sales data. The data below does not include any other Units operated by Smoothie King.

All Units offer substantially the same products and services to the public. New franchisees will receive substantially the same services as those oftered to existing franchisees. Smoothie King obtained thesehistorical financial results fromthe information submitted byour franchisees Neither Smoothie King nor an independent certified public accountant has independently audited or verified the information, written substantiation for the financial performance representation will be made availab^ the prospective franchisee upon reasonable request.

AD Statement ofAverage Cross Sales for 20^20t3 and ^tT20t2

The below th^f^ tables provide information on average Cross Sales of Units during each of thel2 month periods starting January L 2013^ and ending December3L20l3; and starting January L 2012,and ending December3l,2012; and starting January I,2011,and ending December31,2011. The Units are limited to Units operated by franchisees. The term ^CrossSales" is defined as all products and services sold in or from theUnit, including off premises catering and delivery,but excluding excise or sales taxes.

Tbe data below isarepresentation of average Cross Sales for Units broken into^segments; top I0^,top2^top50^,top75%andtotal/all Cross Sales information is provided onTraditional

Smooth Kmg20^^5 50 locationsUnits only with Non-Traditional and military base locationsUnits excluded. Non-Traditional and military base locationsUnits are excluded as they typically operate with a limited menu and have a non-public trade area.

As of December 3 K 2013, there were 525 Units operated by franchisees and 11 Units operated by Smoothie King. Of the 536 Units, 482 Units operated by franchisees and 7 Units operated by Smoothie King had been open for at least 12 months as of December 31, 2013. Of those 489 Units, 27 Units were excluded since they were Non-Traditional Units or military base Units, and 7 Units were excluded because they were operated by Smoothie King for the majority of the year ended December 31, 2013. During this time period the range of Gross Sales of all Units was $1.441.067 to $47,997.

Table 19-1 Average Gross Sales of Traditional USA Units

TOTAL Top 10% TOD 25% Top 50% Top 75% (ALL) Number of Units in Cateeorv 45 114 227 341 455 Average Gross Sales $673,917 $567,578 $486,394 $432,689 $380,142 Number and Percent that Met or Exceeded the Average 15/33% 45/39% 84/37% 132/39% 201/44% Gross Sales in Category

Notes; 1. Each ofthe columns identified as "TOD 10%." "TOD 25%." "TOD 50%" and "TOP 75%" refer to the respective percentage of the number of total Units ranked bv the Gross Sales in a descending order. The column identified as "TOTAL fALLV' refers to all Units open during the entire period beginning on January 1. 2013, and ending December 31, 2013. 2. The "Number of Units in Category" refers to the number of Units within the respective category. 3. The "Average Gross Sales of Category" refers to the average Gross Sales of all Units within the category. The average is computed by the sum of all the Gross Sales divided by the number of Units in the category.

As of December 31, 2012, there were 503 Units operated by franchisees and 5 Units operated by Smoothie King. Ofthe 508 Units, 482 Units operated by franchisees and 4 Units operated by Smoothie King had been open for at least 12 months as of December 31, 2012. Of those 486 Units, 28 Units were excluded since they were Non-Traditional Units or military base locationsUnits, and one Unit was excluded because it was operated by Smoothie King for the entire year ended December 31, 2012. The remaining 3 Units operated by Smoothie King as of December 31, 2012, were included in Table 19-1 below because Smoothie King acquired these Units in late December 2012 and the Units were operated by franchisees for most of the 12 month period ending December 31, 2012 and are considered franchised Units for the purpose of this Item 19. Of the 457 Units referenced in the below table, all reported sufficient financial performance information to be included in this financial performance representation. During this time period the range of Gross Sales of all Units was $1,341,902 to $51,427.

Table 19-42 Average Gross Sales of Traditional LocntionsUSA Units January 1,2012 to December 31, 2012 Top 10% Top 25% Top 50% Top 75% TOTAL (ALL)

Smoothie King 2014-2015 51 Number of Units in Category 46 114 229 343 457 Average Gross Sales $641,342 $542,640 $461,772 $410,590 $361,356 Number and Percent that Met or Exceeded the Average Gross 14/30% 41/36% 88/38% 134/39% 195/43% Sales in Category

Notes: Each of the columns identified as "Top 10%," "Top 25%," "Top 50%" and "Top 75%" refer to the respective percentage of the number of total Units ranked by the Gross Sales in a descending order. The column identified as "TOTAL (ALL)" refers to all Units open during the entire period beginning on January 1,2012, and ending December 31, 2012. 2. The "Number of Units in Category" refers to the number of Units within the respective category. 3. The "Average Gross Sales of Category" refers to the average Gross Sales of all Units within the category. The average is computed by the sum of all the Gross Sales divided by the number of Units in the category.

As of December 31, 2011, there were 511 Units operated by franchisees and 1 Unit operated by Smoothie King. Of the 512 Units, 476 had been open for at least 12 months as of December 31, 2011. Of the 476 Units, 21 Units were excluded since they were Non-Traditional Units, military base locationsUnits or a Unit operated by Smoothie King. Of the 155 Units referenced in the below table, all reported sufficient financial performance information to bo included in this financial performance representation. During this time period the range of Gross Sales of all Units was $1,112,364 to $55,004.

Table 19-23 Average Gross Sales of Traditional LocntionsUSA Units

Top 10% Top 25% Top 50% Top 75% TOTAL (ALL) Number of Units in Category 46 114 228 341 455 Average Gross Sales of Category $594,875 $496,906 $418,150 $368,738 $322,916 Number and Percent that Met or Exceeded the Average Gross Sales 16/35% 42/37% 90/39% 133/39% 191/42% in Category

"Top 10%/' "Top 20%," "Top GQ%" and "Top 7596" refer to the rospoctiv ho number of total Units ranked by the Cross Sat The column idontifiod as "TOTAL (ALL)" refcro to oil Units open during the entire period bi =2011, and ending December 31, 2044?

Notes: 1. Each of the columns identified as "Top 10%." "Top 25%." "Top 50%" and "Top 75%" refer to the respective percentage of the number of total Units ranked bv the Gross Sales in a descending order. The column identified as "TOTAL (ALL)" refers to all Units open during the entire period beginning on January 1, 2011. and ending December 3 K 2011. 2. The "Number of Units in Category" refers to the number of Units within the respective category. 3. The "Average Gross Sales of Category" refers to the average Gross Sales of all Units within the category. The average is computed by the sum of all the Gross Sales divided by the number of Units in the category.

Smoothie King 2014-2015 52 The information disclosed in Table 19-1 is limited to average Gross Sales for Units that had that had been open for a full 12 months of operations as of December 31, 2012; and the information disclosed in Table 19-2 is limited to average Gross Sales for Units that had been open for a full 12 months of operations as of December 31,2011. Gross Sales during the first year of operations likely may differ than for those that have been open for a year or more.

B. Statement of Average Annual Gross Sales Percentage Increase for Units

Table 19-34 below includes the average Gross Sales Percentage Increase for Units based on a comparison of Gross Sales: (i) in 2013 and 2012 for Units that were in operation for the entire 24 month period ended December 31. 2013: Hi) in 2012 and 2011 for Units that were in operation for the entire 24 month period ended December 31, 2012; and Oil in 2011 and 2010 for Units that were in operation for the entire 24 month period ended December 31, 2011; and (ii) in 2010 and 2009 for Units that wore in operation for the entire 24 month period ended December 31, 2010.. Only Gross Sales for the Units that were open for the entire comparison period are included. For example, for a Unit which opened in October 2010 and recorded its first full year of operation in 2011, the Gross Sales Percentage Increase for that Unit would be included in the 2012 v. 2011 comparison, but not included in the 2011 v. 2010 comparison. The information disclosed in Table 19-34 does not include Non-Traditional Units, military base locationsUnits or the one Unit operated by Smoothie King during the periods described below. The information disclosed in Table 19-3 includes information for the three Units Smoothie King acquired in December 2012, as described above.

Number and Percentage of Units Comparison Year Number of Units Percentage Increase Above Average 2013v2012 435 5.64% 208/47.8% 2012v2011 430 10.88% 214/49.8% 2011 v2010 427 5.16% 195/45.7% 2010v2009 405 2.75% 190/46.9%

Somo outlets havo sold this amount. Your individual results may differ. There io no assurance you will sell as much.

C. Statement of Units with $500.000 or More in Gross Sales and Units with Less Than $500.000 in Gross Sales for Calendar Years 2010-2103

Table 19-5 below provides information on the number, percentage and average Gross Sales of Units located in the United States that have achieved Gross Sales of $500.000 or more in the last four calendar years (2010-2013). We refer to the group of Units with $500.000 or more of Gross Sales in a calendar year as the King's Club. Table 19-5 also gives the number, percentage and average Gross Sales of those Units which had less than $500.000 of Gross Sales as well as the total Units and the average Gross Sales for all Units reported on for each calendar year.

The Units are limited to Units operated by franchisees. Units operated bv Smoothie King for the majority of the calendar year were excluded from Table 19-5. The information in Table 19-5 is provided

Smoothie King 2014-2015 53 for Traditional Units only with Non-Traditional and military base Units excluded. Non-Traditional and military base Units are excluded as they typically operate with a limited menu and have a non-public trade area. Table 19-5 Gross Sales of Traditional USA Units with $500.000 or More in Gross Sales (King's Club) and Units with Less Than $500.000 in Gross Sales from 2010 - 2103 Units with Gross Sales of ' $500.000 or More Units with Gross Sales of Less than 'King's Club) $500.000 Total (All Units) Average Average Average Percent Gross Gross Gross of Units Sales of Percent of Sales of Percent of Sales of Calemar Number in Units in Number Units in Units in Number Units in Units in Yeai of Units Category Category of Units Cateeorv Category of Units Category Category

201( 26 6% $590.410 377 94% $294.857 403 100% $313.925

201 40 9% $610.686 415 91% $295.180 455 100% $322.916

20i: 64 14% $606.315 393 86% $321.465 457 100% $361.356

201: 75 16% $616.182 380 84% $333.556 455 100% $380.144

Notes: 1. The "Number of Units" refers to the number of Units within the respective category. 2. The "Percentage of Units in Category" refers to the number of Units within the respective category divided bv the total of all Units. 3. The "Average Gross Sales of Units in Category" refers to the average Gross Sales ofall Units within the category. The average is computed bv the sum of all the Gross Sales of Units in the category divided bv the number of Units in the category.

The information disclosed in Table 19-5 is limited to Units that were open for a full 12 months of operations for the applicable calendar year. Gross Sales during the first year of operations likely will differ from those that have been open for a year or more.

D. Statement of Gross Sales and Cost Information for USA Smoothie King Owned Units January 1. 2013 to December 31. 2013

Table 19-6 below provides information on the Gross Sales and certain cost information of Smoothie King owned Units located in the United States. Specifically, information is provided for the following three cost categories: Cost of Goods Sold. Wage Expenses, and Rent Costs for each Smoothie King Unit identified in the table. Table 19-6 also states total costs for each cost category as a percentage of Gross Sales for each of the Smoothie King Units identified. In addition. Table 19-6 states the total costs for all three cost categories as a percentage of Gross Sales for each ofthe Smoothie King Units identified.

The information and results described in Table 19-6 are based on Smoothie King Units that have been owned by us and in operation during all of calendar year 2013. Smoothie King Units that were not in operation during all of the 2013 calendar year are excluded from Table 19-6.

Smoothie King 2014-2015 54 Table 19-6 Gross Sales and Major Costs (Costs of Goods Sold, Labor and Rent) for Smoothie King

Total COGS, Wage Wage Expenses, COGS as Expenses Rent Costs and Rent Cost of a as a as a Costs as a Smo( ithie Gross Goods Percentage Percentage Percentage Percentage Ki »S Sales of Sold of Gross Waffe of Gross Rent to Gross of Gross Ur it Unit (COGS) Sales Expenses Sales Costs Sales Sales A $736,807 $220,243 29.9% $164,744 22.4% $81,107 11.0% 63.3% B $667,086 $168,945 25.3% $182,298 27.3% $78,143 11.7% 64.4% C $463,410 $120,082 25.9% $134,507 29.0% $46,811 10.1% 65.0% D $535,640 $145,415 27.1% $144,346 26.9% $72,016 13.4% 67.5% E $488,776 $153,345 31.4% $168,818 34.5% $39,382 8.1% 74.0% F $372,473 $111,628 30.0% $150,267 40.3% $71,101 19.1% 89.4% Ave age $544,032 $153,276 28.2% $157,497 28.9% $64,760 11.9% 69.0% Ea ;h Ui it

Notes: 1. "Gross Sales of Unit" means the Gross Sales for the Unit for the 2013 calendar year. 2. "Cost of Goods Sold" includes the cost of the products and inventory shrinkage, freight and shipping, including food products and other consumables, and does not include any warranty expenses. 3. "COGS as a Percentage of Gross Sales" means the Cost of Goods Sold for the Unit divided by the Gross Sales of Unit. 4. "Wages Expenses" include wages, employee commissions, payroll taxes, and bonuses for all in-Unit employees. The Wages Expenses include wages for the Unit manager. We presume that in a single, franchised Unit, the owner-operator will be the Unit manager. "Wages Expenses" do not include workers compensation insurance, health insurance or any profit sharing expenses. 5. "Wage Expenses as a Percentage of Gross Sales" means the Wage Expenses for the Unit divided by the Gross Sales of Unit. 6. "Rent Costs" include base rent, common area maintenance (CAM) costs, taxes, insurance, and percentage or additional rent if applicable. 7. "Rent Costs as a Percentage of Gross Sales" means the Rent Cost for the Unit divided by the Gross Sales of Unit. 8. "Total COGS, Wage Expenses and Rent Costs as a Percentage of Gross Sales" is the sum of Cost of Goods Sold, Wage Expenses, and Rent Costs for the Unit divided by the Gross Sales ofthe Unit. 9. Table 19-6 includes certain major costs of our operation of Smoothie King Units but does not include all cost information regarding operations. For example, this cost information does not include certain corporate allocated expenses such as human resources. IT

Smoothie King 2014-2015 55 support, banking and credit card fees, legal fees, accounting, invoicing, payment, collection, tax preparation and financial reporting expenses that were incurred because the Smoothie King Units are part of a larger corporate structure. While an owner- operated, single unit franchised Unit will likely incur some costs related to one or more of these items, many of these allocated expenses are unique to our corporate structure and are not reflective of an owner-operated, single unit franchised operation. In addition, other costs and expenses will be incurred when operating a Unit which are not included in the three categories of cost information provided (i.e. COGS, Wage Expenses and Rent Cost).

Some Units have attained the results described above in Sections A. B, and C. Your individual results may differ. Your individual results also may differ from the results of the Smoothie King Units identified in Section D. There is no assurance you will do as well.

We will, on reasonable demand, provide to you written substantiation for all information illustrated in this Item 19.

Other than what is included in this Item 19, Smoothie King doeswe do not make any financial performance representations about a franchisee's future financial perfonnance or the past financial performance of company-owned or franchised eutletsUnits. We also do not authorize our employees or representatives to make any such representations either orally or in writing. If you are purchasing an existing outlet, however, Smoothie Kingwe may provide you with the actual records of that outlet. If you receive any other financial performance information or projections of your future revenue and/or income, you should report it to the franchisor's management by contacting Thomas O'Keefe at 121 Park Place, Covington3900 N. Causeway Blvd.. Suite 1300. Metairie. LA 7043370002. (985) 635-6973, the Federal Trade Commission, and the appropriate state regulatory agencies.

Item 20

OUTLETS AND FRANCHISEE INFORMATION

TABLE NUMBER 1 Systemwide Unit Summary For Years 30142011 to 3#320I3 Unit Type Year Units at the Start of Units at the End of Net Change the Year the Year Franchised 2040 550 533 -U Franchised 2011 532 532 0 2012 532 528 -4 2013 528 543 +15 Company-Owned 20112040 1 1 0 3444- 4- + 0 2012 I 5 +4 Total Units 30442013 £*5 53311 -n±6 Total Units 2011 533 533 0 2012 533 533 0 2013 533 554 +21

SmoothieKing 2014-2015 56 TABLE NUMBER 2 Transfers of Units From Franchisee to New Owners (Other than the Franchisor) For Years 20#2011 to 20142013

State Year Number of Transfers Alabama 20113040 2044 2012 2013 California 20112040 3044 3043 District of Columbia 2W4

2012 Memd* 20442013 District of Columbia 2011 2012 50 Georgia 5O4O2013 Florida 2011 40 2012 45 Illinois 20402013 21 Georgia 2011 04 2012 04 Indiana 20402013 42 Illinois 2011 2012 Kansas 20402013 20 Indiana 2011 2012 2013 Kansas 2011 2012 2013 Louisiana 20112040 3-7 £044- 2012 2013 Maryland 20113044 3444 2012 2013

Smoothie King 2014-2015 57 State Year Number of Transfers Mississippi 20113014 0 3444 0 2012 1 2013 1 Missouri 20112444 0 3444 0 2012 0 2013 1 North Carolina 20113444 0 3444 0 2012 I Okie 34442013 -w Ohio 2011 0 2012 0 2013 0 Tennessee 20113444 02 3444 2 2012 3 34442013 40 Texas 2011 5 2012 3 tk*4* 34442013 02 Utah 2011 0 2012 0 2013 o Virginia 20113444 40 3444 0 2012 1 TOTAL 30442013 430 TOTAL 2011 19 2012 21 2013 15

TABLE NUMBER3 Status of Franchised Units For Years 20102011 to 20422013(1)(2)

Smoothie King 2014-2015 58 State Year Units at the Units Termina Non- Reacquired Ceased Units at the Start ofthe Opened tions Renewals by Operations End ofthe Year Franchisor / Other Year Reasons Alabama 2011301 0 #14 40 20 0 0 0 14 2012304- + 14 0 0 0 0 0 14 3013201 3 14 02 01 0 0 0 4415 Arizona 2011201 0 54 81 40 0 0 0 45 7017201 + 45 40 01 0 0 0 54 2012201 3 H 0 1 0 0 0 43 Arkansas 2011201 0 2 0 0 0 0 0 2 2044 2 0 0 0 8 a 2 2012 2 0 0 0 0 0 2 2013 2 o 1 0 o 0 1 California 2011201 0 438 0 43 0 0 0 &5 2044 & 0 3 0 0 0 5 2012 5 0 I 0 0 1 3 2013 3 0 1 o 0 0 2 Colorado 2011304- 0 1 01 0 0 0 0 12 3044 + 4 0 0 & a 2 2012 2 1 2 0 0 0 1 2013 I 0 0 0 0 0 1 Connecticut 2011 0 0 0 0 0 0 0 2012 0 o 0 0 0 0 0 2013 0 1 o 0 0 o 1 District of 2011201 0 3 0 0 0 0 0 3 Columbia 2012304- 4- 3 0 0 0 0 0 3 2012201 3 3 0 0 0 0 0 3 Florida 2011201 0 #76 51 7 0 0 0 #70 3044 76 4 7 0 0 0 70 2012 70 3 5 0 4 0 64 G**. 2010201 3 5764 37 74 0 01 0 5266

Smoothie King 2014-2015 59 State Year Units at the Units Termina Non- Reacquired Ceased Units at the Start ofthe Opened tions Renewals by Operations End of the Year Franchisor / Other Year Reasons Georgia 2011 52 0 52 2012 52 52 2013 52 53 Illinois 2Q_um 0 3W4. 2012 2013 Indiana 2011204- 0 w 10 3044 2012 2010201 2 4-5 +2 03 Iowa 2011 2012 2013 Kansas 2011201 0 02 46 2044 2012 2013 Kentucky 2011201 0 911 20 01 4410 2044 44- 40 2012 10 10 2013 10 Louisiana 2040201 1 84 23 8485 2044 84 85 2012 85 88 Maryland 3OW201 2 +488 08 40 4396 Maryland 2011 13 13 2012 13 14 Massachusetts 2044201 3 OM 01 02 Oil Massachusetts 2011 2012 Michigan 2040201 3 21 21

SmoothieKing 2014-2015 60 State Year Units at the Units Termina Non- Reacquired Ceased Units at the Start ofthe Opened tions Renewals by Operations End ofthe Year Franchisor / Other Year Reasons Michipfln 2011 0 2012 Minneootn 2O#201 3 +3 4-3 Minnesota 2011 2012 Missiofiippi 2444201 3 444 40 430 Mississippi 2011 12 14 2012 14 15 Miooouri 2044201 3 m 43 018 Missouri 2011 2012 Nevada 2040201 3 48 03 411 Nfyada 2011 2012 New Jcrocy 2040201 3 52 30 82 New Jersey 2011 10 2012 10 10 New Menieo 2040201 2 310 01 311 New Mexico 2011 2012 New York 2040201 3 70 10 40 70 New York 2011 2012 North Carolina 3W420I 3 217 01 227 North Carolina 2011 22 22 2012 22 01 99 OWe 2O+O201 3 #22 21 1422 Ohio 2011 16 19 2012 19 18 Oltlnhomn 2010201 3 318 01 10 219 Oklahoma 2011 2012

Smoothie King 2014-2015 61 State Year Units at the Units Termina Non- Reacquired Ceased Units at the Start of the Opened tions Renewals by Operations End of the Year Franchisor / Other Year Reasons Pcnnoylvani. 3 0 Pennsylvania 2011 2012 South Curolim 2040201 2 23 02 25 South Carolina 20) I 2012 Tennessee 24+4201 3 333 40 304 Tennessee 2011 30 30 2012 30 30 2414201 3 42130 21 141 41330 Texas 2011 113 115 2012 115 115 2414201 1 3115 45 43 01 3116 Utah 2011 2012 ¥t*gHH» 24+4201 3 +31 40 40 431 Virginia 2011 13 12 2012 12 13 W«H 3040201 3 313 313 Wisconsin 2011 2012 TOTAL 3040201 3 5501 260 440 5321 TOTAL 2011 532 30 30 532 2012 532 17 17 527 2013 527 41 23 541

(1) All numbers are as of December 31 of each applicable year.

(2) The total number of Businesses operating at year end includes Non-Traditional locations ("NT's"). There were 25 NT locations operating in 2010, 26 NT locations operating in 2011, emd-26 NT locations operating in 2012. and 24 NT locations operating in 2013. It also includes any Unit temporarily closed pending a relocation.

Smoothie Kine 2014-2015 62 TABLE NUMBER 4 Status of Company-Owned Units For Years 20442011 to 20422013

State Year Units at the Units Units Units Closed Units Sold Units at the Start ofthe Opened Reacquired to End ofthe Year From Franchisees Year Franchisees Louisiana 2O#20ll 1 0 0 0 0 1 20123W. 1 0 0 0 0 1 20132013 1 0 0 0 0 1 Florida 2O+O2011 0 0 0 0 0 0 20122044 0 0 04 0 0 04 2013 4 3 1 o 0 8 Texas 2011 o 0 0 o 0 0 . 2012 0 0 40 0 0 40 TOTAL 2O+O2013 40 01 01 0 0 42 TOTAL 2011 1 0 0 0 0 1 2012 1 0 4 0 0 5 2013 5 4 2 0 0 ii

TABLE NUMBERS Projected Openings As of December 31, 20122013

State Franchise Agreements Projected New Franchised Projected New Company- Signed But Unit Not Units in the Next Fiscal Owned Units in the Opened Year NextCurrent Fiscal Year Alabama 20 21 0 Arkansas 01 1 0 California 0 0 0 Colorado 0 0 0 Connecticut 0 33 0 District of Columbia 0 0 0 Florida 615 12 4511 Georgia U 45 0 Illinois 0 2 0 Indiana 01 0 0 Kansas 01 02 0 Kentucky 1 0 o Louisiana 129 34 04 Maryland +1 45 0 Massachusetts 0 0 0

Smoothie King 2014-2015 63 State Franchise Agreements Projected New Franchised Projected New Company- Signed But Unit Not Units in the Next Fiscal Owned Units in the Opened Year N«rtCurrent Fiscal Year Michigan 0 0 0 Mississippi 59 54 0 Missouri 4-8 46 0 Nebraska 1 02 0 Nevada 0 0 0 New Jersey 3 44 0 New Mexico m 44) 0 New York -H) 01 0 North Carolina 23 42 0 Ohio 21 21 0 Oklahoma 0 02 0 Pennsylvania 2 42 0 South Carolina 44 32 0 Tennessee 44 31 0 Texas 319 15 4412 Virginia 0 42 0 TOTAL 4590 7079 3027

The names, addresses and telephone numbers of all Smoothie King® franchisees as of December 31, 30+22013, are attached to this disclosure document as Exhibit A. In addition, you will find in Exhibit B the names, city, state and business telephone numbers (or, if unknown, home telephone number) of each Smoothie King® franchisee or developer whose franchise or development agreement has, between January 1, 20+22013, and December 31, 20+22013. been terminated, cancelled, not renewed, or who has, during the same time period, otherwise voluntarily or involuntarily ceased to do business, or who has not communicated with us within 10 weeks of the date of this disclosure document. Ifyou buy this franchise, your contact information may be disclosed to other buyers when you leave the franchise system.

During the last three fiscal years, franchisees have signed confidentiality agreements with Smoothie King. In some instances, current and former franchisees sign provisions restricting their ability to speak openly about their experience with the Smoothie King System. You may wish to speak with current and former franchisees but be aware that not all such franchisees will be able to communicate with you.

As described in Item 11, we have a Franchise Advisory Council. In addition, the following franchisee association has requested that Smoothie King include their contact information in this disclosure document: SKI FA - Smoothie King Independent Franchisee Association, 4624 Town Crossing Drive, Suite 119, Jacksonville, FL 32246, (904) 591-7899, www.skifa.org.

Smoothie King 2014-2015 64 Item 21

FINANCIAL STATEMENTS

The audited consolidated financial statements of our parent SK USA, Inc. and its operating subsidiaries as of December 31. 2012(including Smoothie King Franchises, Inc.) and the related period July 7, 2012 to December 31, 2012 and the financial statements ofpredecessor Smoothie King Systems,

Inc. for the period January 1 periods ending December 31. 2013, December 31. 2012 to July 6, 20121 and the years ended December 31, 2011 and 2010, are attached to this disclosure document as Exhibit C. together with the related auditors' report. SK USA absolutely and unconditionally guarantees the obligations of Smoothie King under your Franchise Agreement. See Exhibit D for a copy of the written guarantee.

Item 22

CONTRACTS

The following agreements are attached as exhibits to this disclosure document.

Exhibit E Area Development Agreement Exhibit F Franchise Agreement Exhibit G Smoothie King Franchise Purchase Affidavit Exhibit H Guaranty Agreement Exhibit I Contingent Assignment of Lease Exhibit K State Law Addendum Exhibit M Automatic Bank Draft Exhibit N Franchise Agreement Addendum - Non-Traditional Location Exhibit O SmoothNet Terms of Use Agreement Exhibit P Form General Release of Claims Exhibit Q New Franchisee Incentive Program Addendum

Item 23

RECEIPTS

Two copies of an acknowledgment of your receipt of this disclosure document are included at the end of this disclosure document (Exhibit R). You should keep one copy as your file copy and return the second to us.

SmoothieKing 2014-2015 65 EXHIBIT A

LIST OF SMOOTHIE KING FRANCHISEES Smoothie King Franchisees As of December 31,20422013

Franchisee Address City ST Zip Phone Layton Huskey 1499 S. College St. Auburn AL 36830 334-887-1882 Chris Bowman 1926 28th Ave. South Birmingham AL 35209 205-870-9771 Shannah Stamm 28841 US Highway 98 Daphne AL 36526 25!-626-5464

StammCFaifr 256 217 Fiddler 6290 University Drive 199 Baldwin Square, Suite 101 EairhopeHuntsville AL 36532#*@6 4033251-929-3804 Lisa Cole 975 Airport Road, Suite A-4 Huntsville AL 35802 256-881-1163 Craie Fiddler 6290 University Drive Hunts vi lie AL 35806 256-217-1933 Ed Fusaiolti 310-B S. University Blvd. Mobile AL 36609 251-341-0605 Ed Fusaiotti 2029-D Airport Road Mobile AL 36606 251-479-5464 Pollyanna Crawford 720 Schillinger Road S Mobile AL 36695 251-633-9033 Clav Koenie 3057 Dauphin St. Mobile AL 36606 251 287-2023 Essence Phenix 7026 East Chase Pkwy. Montgomery AL 36117 334-356-5621 Chris Bowman 1932 Highway 31 South Pelham AL 35244 205-402-9993 -Christopher McFarlandWe 205 319 415 15th Street E.I097 Industrial Pkwv. AL 3657134441 4724251-675-9003 Lee Henderson 401 5th Ave. Tuscaloosa AL 3540134486 205-348-4695 Lee HendersonEssence Phenix 1403 University Blvd., Suite 1 Tuscaloosa AL 35401 205-462-3664 Donald Stobaugh 985 Carson Cove, Suite D Conway AR 72034 501-336-9555 Gray!in Sohultheis, St- 3954 Central Avenue, Suite B 2 Hot Springs AR =mn 501 525 5757 Bhoveoh Pandya 21001 N. Totum Sto. 78 1600 Phoenix AZ 480 502 7962 Greg Nutt 15030 N. TatumBlvd, #140 Phoenix AZ 85032 602-788-1874

Smoothie King 2014-2015 A-I Bhavesh PandvaJ 480-2*4- 4445421001 N. Scottsdnlc Rd., Ste. IQlTatum. Suite 78-1600 ScottsdaloPhoenix AZ mS485050 4O&7502-7962 Man deep Khattra 23411 Aliso Viejo Parkwav-Ste, Suite G Aliso Viejo CA 92656 949-334-0422 Greg Hagen 13538 Powav Rd. Ste.Road. Suite D Poway CA 92064 858-486-2204 Carl Mikeska 300 S. Twin Oaks Valley Rd., Suite 101 GA 92m 760 752 8660 Eric Pham 398 W. El Camino Real #110 Sunnyvale CA 94087 408-245-4644 Jack Anderson 1801 E. Cheyenne Mountain Blvd. Colorado Springs CO 80906 719-576-1706 Kevin Glazier 350 Boston Post Rd. Oranee CT 06477 203-553-9559 Franchisee Address City ST Zm Phone Eun Sunt; Kim 1300 Pennsylvania Ave., FC 118 Washington DC 20004 202-216-0699 Hasan Aker 2438 18th SkStreet NW Washington DC 20009 703-528-7912 Thomas Huphes 703 7th Street NW Washington DC 20001 202-525-5721 Hasan Aker 1621 Connecticut Ave., Suite 100 Washington DC 20009 202-239-5590 Ok Soon Shin 1300 Pennsylvania Ave., FC 118 Washington DC 30004 202 216 0699 Thomas Hughes 703 7th Street NW Washington DG 20004- 202 525 5721 Kris Risch 363 Atlantic Blvd. Atlantic Beach 32233 904 242 2993 Smoothie King Co., Inc. 18185 BiscayneBlvd. Aventura FL 33160 305-933-1211 Smoothie King Co.. Inc. 21200 St. Andrews Blvd.. Suite 7 Boca Raton FL 33433 561-416-2500 David Cotrone 3543 53rd Ave. W. Bradenton FL 34210 941-758-1000 Christopher Thomas 11161 EState Road 70, Unit #101 Bradenton FL 34202 941-727-9242 941-75*- David Cotrone 3543 53rd Ave.3816 Manatee Avenue W. Bradenton FL 24202342+0 4000747-5464 941-747- David Cotrone 3816 Manatee Avo.5500 34th Street W. Bradenton FL 3421034209 5464749-8770 DJ(DwightJ.) Halligan 2020 W. Brandon Blvd. Brandon FL 33511 813-654-5222 Jinky Parsons 1806 Del PradoBlvd^Unit 1 Cape Coral FL 33990 239-673-8164 Ravi Murjani 2532 State Road 580 Clearwater FL 33761 727-799-5464

.SmoothieKing 2014-2015 A-2 Smoothie King Co., Inc. 3034 Grand Avenue Coconut Grove FL 33133 305-476-9435 Smoothie King Co., Inc. 2315 Ponce De Leon Blvd. Coral Gables FL 33134 305-200-5392 Omar Medrano 6555 Nova Drive, #314 Davie FL 33317 954-236-8020 Kris Risch 1808 W Int'l Speedway Blvd, SteSuite 701 Daytona Beach FL 32114 386-253-1004 Troy Gleason 1255 Airport RdrRoad Destin FL 32541 850-654-7114 Jaime Maussan 9690 NW 41st Street, Suite 5A Dora! FL 33178 305-406-3710 Robert Bertel 1757 Memorial Trail. BX Food Court Eelin AFB FL 32542 850-613-6381 Harold Suttles 1135 E. Sunrise Blvd. Fort Lauderdale FL 33304 954-306-8065 Cory Dickson 8595 College Pkwy, #370 Fort Myers ¥h 33444 239 466 1368 Nasser Naura 4464 Fowler Street, Unit 103 Fort Myers FL 33907 239-275-6749 Corv Dickson 8595 College Pkwv., #370 Fort Myers FL 33919 239-466-1368 Danny Johnson 880 Gulf Breeze Pkwy. Gulf Breeze FL 32561 850-677-9456 Franchisee Address City ST Zip Phone Robert Bertel 427 Tully St, Bldg 9036*90228 Hurlburt Field AFB FL 32544 850-796-2400 Christopher Scarpinati 1661 Riverside Avenue Jacksonville FL 32204 904-354-5145 Kris Risch 9810-4 Baymeadows RdrRoad Jacksonville FL 32256 904-642-1777 Kris Risch 13770 Beach Blvd., #109 Jacksonville FL 32224 904-821-1771 Kris Risch 4624 Town Crossing Dr^ Suite 119, St. John's Town Center Jacksonville FL 32246 904-996-2889 904-221 1299242- Kris Risch 13157 Atlantic9901 San Jose Blvd.-StHte-4 Jacksonville FL 3333*32202 2993 Timothy Edwards 445 Florida 13, Suite 5 Jacksonville FL 32259 904-230-3193 Christopher Scarninati 790 Skvmarks Drive, Suite 102 Jacksonville FL 32218 904-527-8329 Jason Luther 1020 S. Third ^Street Jacksonville Beach FL 32250 904-246-6336 John Hutto 3423 S. Florida Ave. Lakeland FL 33803 863-647-9602 Tammy Peavy 1408 N. Dale Mabry Hwy-Ster., Suite 114 Lutz FL 33548 813-949-9627 Mannv DobalAtew i T-TTQ cyu Sfith ^tront Millrr cn Rrtnil RuilHintr I Inif TS^fifiT? 305-3**- (Joel) Vnldoo S. Dixie Hwv. Miami FL 331433342$ 4444661-5464

Smoothie King 2014-2015 A-3 Andrew Cambridge 14473 S. Dixie Hwy Miami FL 33176 305-378-4843 Antonio De La Maza 12636 SW 88th STStreet Miami FL 33186 305-598-7004 Dale Johnson 18355 NW 57TH AVE, Suite 101 Miami Ft #055 305 621 2000 Errol Arzola 14200 S.W. 8th Street, Unit 102 Miami FL 33184 305-223-2632 Errol Arzola 16327 SW 88th Street Miami FL 33446 305 386 1017 Fauoto Faraldo 1557 SW 107th Ave Miami FL 33474 305 221 5152 Alzur fJoeH ValdesJatme S64413730 SW 40th56th St.. Swite-SMiller Sq. Retail Building. 305-220- Maussan Unit 355 Miami FL 33I75&W44 5464388-1111 Manny Dobal 6637 S. Dixie Hwy. Miami FL 33443 305 661 5164 Manny Dobal 1010 South Miami Avenue Miami FL 33130 305-377-0085 Fausto Faraldo 1557 SW 107th Avenue Miami FL 33174 305-221-5152 Errol Arzola 16327 SW 88th Street Miami FL 33196 305-386-1017 Dale Johnson 18355 NW 57th Ave.. Suite 101 Miami FL 33055 305-621-2000 Smoothie King Co., Inc. 2001 BiscayneBlvd., Suite 107 Miami FL 33137 305-576-5464 Jaime Maussan 8611 SW 40th Street. Suite 5 Miami FL 33155 305-220-5464 Antonio De La Maza 11399 South Dixie Hwv. Miami FL 33156 305-234-3447 Eduardo PeaesSmoothie King Co.. Inc. 1525 Alton R&Road Miami Beach FL 33139 305-672-6595 Franchisee Address Citv ST Zip Phone Fausto Faraldo 15366 NW 79 Ct. Miami Lakes FL 33016 305-200-1511 Smoothie King Co., Inc. 12607 BiscayneBlvd. North Miami FL 33181 305-981-8660 Jerald McGrath 2708 SW College Road Ocala FL 34474 352-624-4001 Robert BortolBrad 850 678 Lepp OkaloosaOrlando FL 3354432817 &&47407-3 81-2900 Thomas Eckel 3689 Tampa Road Unit 303 QldomoP FL 34677 Adam Lichter UCF, Student Union, Pegasus Circle, Bldg 52 Orlando FL 32816 407-380-3333

Smoothie King 2014-2015 A-4 Franchisee Address City ST Zip Phone Layton Huskey 1499 S. College St. Auburn AL 36830 334-887-1882 Chris Bowman 1926 28th Ave. South Birmingham AL 35209 205-870-9771 Shannah Stamm 28841 US Highway 98 Daphne AL 36526 251-626-5464 Shannah SlamrnCroie 256 217 Fiddler 6290 University Drive 199 Baldwin Square. Suite 101 EmrhQP.eHuntsvillo AL 4433251-929-3804 Lisa Cole 975 Airport Road, Suite A-4 Huntsville AL 35802 256-881-1163 Craie Fiddler 6290 University Drive Huntsville AL 35806 256-217-1933 Ed Fusaiotti 310-B S. University Blvd. Mobile AL 36609 251-341-0605 Ed Fusaiotti 2029-D Airport Road Mobile AL 36606 251-479-5464 Pollyanna Crawford 720 Schillinger Road S Mobile AL 36695 251-633-9033 Clav Koenie 3057 Dauohin St. Mobile AL 36606 251 287-2023 Essence Phenix 7026 East Chase Pkwy. Montgomery AL 36117 334-356-5621 Chris Bowman 1932 Highway 31 South Pelham AL 35244 205-402-9993 Christcmlier McFarlandWe ^05 319 415 15th Street E. 1097 Industrial Pkwv. AL 3657 4724251-675-9003 Lee Henderson 401 5th Ave. Tuscaloosa AL 35401354*6 205-348-4695 Lee HendersonEssence Phenix 1403 University Blvd., Suite 1 Tuscaloosa AL 35401 205-462-3664 Donald Stobaugh 985 Carson Cove, Suite D Conway AR 72034 501-336-9555 Brad Lepp 12110 Collegiate Way, ff 100 Orlando ¥h 32*47 107 381 2900 Michelle Dukler Orlando International Airport-Airside #2 Orlando FL 32*27 Michelle Dukler Orlando International Airport- Airside #4 Orlando FL 32827 Barbara Schlappi 4956 Ridgemoor Blvd. Palm Harbor FL 34685 727-232-1299 Vimal Talati 801 Pier Park Drive, Suite 120 Panama City Beach FL 32413 850-234-3124 Danny Johnson 1630 Airport Blvd., #220 Pensacola FL 3250133511 850-473-8888 Omar Medrano 815 N. Nob Hill RdrRoad Plantation FL 33324 954-577-0944

SmoothieKing 2014-2015 A-5 Omar 951 1r)3 Wolpin 700 S. Pine Island Drive3 North State Road 7 Plantation FL 3333433317 40*7584-5161 Tim Johnson 1665 Dunlawton Ave. Port Orange FL 32129 386-756-5856 Stephen Tibstra 1629 Rinehart Road San ford FL 32771 407-322-2993 Terry Pridemore 3800 S. Tarniami Trail Sarasota FL 34239 941-955-9100 Kris Risch 1835 U.S.-l South, Suite 113 St. Augustine FL 32086 904-825-6770 David Thompson 1474 66th. ^Street North St. Petersburg FL 33710 727-345-3500 Brad Matherne 1121 W. Kennedy Ave. Tampa Fh 33604- 813 341 6659 Jennifer Eckel 7873 Gunn Highway Tampa PL 33636 813 926 0700 Johnny Me Cray 2307 S. Dale Mabry Hwy, Suite B Tampa FL 33639 813 258 1084 Justin Clark 2205 W. Swonn Avenue Tampa FL 33606 8)3 250 3888 Tammy Peavy 15788 N.Dale Mabry Hwy. Tampa FL 33618 813-963-5581 Tammy Peavy 13106 N. Dale Mabry Hwy Tampa FL 33618 813-963-6480 Justin Clark 2205 W. Swann Avenue Tampa FL 33606 813-250-3888 Brad Matherne 4424 W. Kennedy Ave. Tampa FL 33601 813-341-6659 Jennifer Eckel 7873 Gunn Highway Tampa FL 33626 813-926-0700 Johnny McCrav 2307 S. Dale Mabry Hwy., Suite B Tampa FL 33629 813-258-1084 Earl Lanoue 5207 E. Fowler Ave. Temple Terrace FL 33617 813-985-3888 Barbara Schlappi 10720 SR54, Suite 107 Trinity FL 34655 727-372-1432 Terry Pridemore 1554 US 41 Bypass S Venice FL 34293 941-492-3225 Franchisee Address City ST Zifi Phone Smoothie King Co., Inc. 10300 W Forest Hill Blvd. Space K100 Wellington FL 33414 561-753-7955 DJ (Dwight J.) Halligan 1029 Bruce B Downs Boulevard Wesley Chapel FL 33544-9357 813-994-9606 Hans Noumnn 650 S. Rosemary Ave., City Place West Palm Beach FL 33404- 561 822 9921 Joshua Sacca 12280 Houze Road Alpharetta GA 30004 678-205-8157 Joshua Sacca 5530 Windward Parkway, Suite 320 Alpharetta GA 30004 770-663-8900

Smoothie King 2014-2015 A-6 Nathan Sonke 1591 South Lumpkin St^Street. Suite B Athens GA 30605 706-613-2600 Nathan Sonke 2361 W. Broad Athens GA 30606 706-369-3111 Carl a Desormot Saintil 1000 Northsido Dr.NW, Sto. 1000 Atlanta GA 3034* 101 228 7230 Christopher Lund 1270 West Paces Ferry Road NW Atlanta GA 30324 404-495-3600 Christopher Lund 3330 Piedmont Road Atlanta GA 30305 404-261-0094 Christopher Lund 1572 Piedmont Ave. NE Atlanta GA 30324 404-685-3520 Christopher Lund 3330 Piedmont Road Atlanta GA 30305 101 261 0091 Christopher Lund 650 Ponce de Leon Atlanta GA 30309 404-873-5222 Christopher Lund 2068 Hendersen Mill Road Atlanta GA 30345 770-723-9155 Christopher Lund 60 Luckie, Suite 136 Atlanta GA 30303 404-223-0770 Hope Boldon 171 Auburn Ave. Atlanta GA 30303 404-549-8360 Joshua Sacca 2022 Powers Ferry Road, Suite 120 Atlanta GA 30339 771 1 0\S 61\J L 2A* 291'Cr 1 9JT 1221 CnrolinoStroot, Suite 130 GA Michello Dukler Terminal D, ATL Airport Atlanta GA 30330 Phalon Glowers 6175 Old National Highway, Suite 410 Atlanta GA 30349 770-907-4663 Joshua Sacca 2022 Powers Ferry Road, Suite 120 Atlanta GA 30339 770-612-2919 Carla Desormot- Saintil 1000 Northside Dr. NW. Suite 1000 Atlanta GA 30318 404-228-7230 Kirt Beasley 1221 Caroline Street. Suite 120 Atlanta GA 30307 404-581-9181 Christooher Lund 1001 Piedmont Rd.. Suite 101 Atlanta GA 30309 404-815-2949 Eric Yu 1145 Agerton Lane Augusta GA 30909 706-736-3687 Ray Irby 2480 East-West Connector, Suite 340 Austell GA 30106 770-439-5464 Viet Le 3276 Buford Drive, Suite 108 Buford GA 30519 770-271-8006 Stephanie Lannon 6124 Hickory Flat Hwy. Canton GA 30115 770-213-4053 Dean King 5555 Whittlesey Blvd., Suite 1180 Columbus GA 31909 706-494-8770 Michelle Goodall 2239 GA. Highway 20, Suite B Conyers GA 30013 770-761-5855 Joshua Sacca 405 Peachtree Pkwy^ Suite 125 Gumming GA 30041 770-205-0991 Franchisee Address Citv ST -Zifi Phone

Smoothie King 2014-2015 A-7 Torrance ThorntonRon Analin 4920 Flat Shoals Parkway, Suite 101 Decatur GA 30034 770-322-8771 Sanden Andrews 4205-A Pleasant Hill Road Northwest. Building A Duluth GA 30097 770-497-3900 Sandcn AndrewsJeff 770-698 0999935- McMullcn 5561 Chnmbloo Dunwoodv Road 1630 Pleasant Hill DumvoodvDuluth GA 3033*30096 8500 Phalon Glowers 3515 Camp Creek Pkwy^ Suite 30 East Point GA 30344 404-349-1000 Russell Fiveash 3002 Allen Drive, Suite B Evans GA 30809 706-736-3687 Felicia Elibert 315 Hwy. 314 Fayetteville GA 30214 770-460-0866 Robert Bertel Smith Fitness Center, 6835 Dixie Rd., Bldg 2874 Ft Benning GA 31905 706-685-8200 Sanden 890 Dawsonville Hwy^ Suite E Gainesville GA 30501 770-532-9100 Philip Jones 1155 Virginia Ave., Suite E Hapeville GA 30354 404-763-0690 Sanden Andrews 11720 Medlock Bridge Road Johns Creek GA 30097 770-814-2552 Andrew Gehl 400 Barret Parkway, Town Center Hall Kennesaw GA 30144 770-528-6050 Andrew Gehl 2615 George Busbee Pkwy., Unit 4 Kennesaw GA 30144 770-792-2424 Wale Oyenuga 3375 SugarloafPkwy^ Suite 106 Lawrenceville GA 30044 770-277-8822

Ron Anglin 4747 Stone Mountain Hwy?ii Suite 100 Lilburn GA 30047 770-736-9334 Terrance Thornton 3054 Panola Road. Suite J Lithonia GA 30038 678-518-8400 Tawana McGhee 2998 Turner Hill Road, Suite 107 Lithonia GA 30038 678-526-8100 Terrance Thornton 3051 Panola Road, Suite J Lithonia GA 3003* 678 518 8100

Tramel Gilmore 2735 Loganville HwyTii Suite C-- Bldg. 8 Loganville GA 30052 678-226-2569 Norman Rankin The Shoppes at River Crossing, 5080 Riverside D^Drive Macon GA 31210 478-474-0408 Mark Morton 2525 Shallowford Rd. #600 Marietta GA 30066 678-445-1287 Matt Davidson 1271 Johnson Ferry Rd. Marietta GA 30068 770-973-0001 Antonio Ray 6681 Jonesboro Rd., Suite I08B Morrow GA 30260 770-961-7944 Janee WilsonPhilip Jones 2707 West Hwy. 54, Suite 10 Peachtree City GA 30269 770-487-7650 JeffMcMullen 6309 Roswell Road. Suite IG Sandy Springs GA 30328 404-843-8191

Smoothie King 2014-2015 A-8 Christopher Lund 8725 Roswell Road, Dunwoody Place Sandy Springs GA 30350 770-587-9444 JeffMcMullen 6309 Roswell Road, Suite IG Sandy Springs GA 3033* m 843 8191 PattPasquale-ffttf) Rocca 8108 Abercorn St. Savannah GA 31406 912-961-0634 Pasquale(Pat) Rocca 4827 B. Waters Ave. Savannah GA 34405 912 354 3755 Tim Dennis 103 W. Broughton St. Savannah GA 31401 912-232-2070 Franchisee Address Citv ST Zip Phone Pat (Pasquale) Rocca 4827 B. Waters Ave. Savannah GA 31405 912-354-3755 Greg Thomas 2507 Highway 78 Snellville GA 30078 770-979-2030 Seigfried Jones 105 S. Stephens Ct. Tyrone GA 30290 770-969-7226 Carol West 2045 Towne Lake Pkwy., #100 Woodstock GA 30189 678-445-0092 Janet Butzinger 3030 Frank Scott Parkway West, Suite 11 Belleville 1L 62223 618-234-2658 Brent Fletcher 2205 East Oakland Ave., Unit 3A Bloomington IL 61701 309-662-0865 Brent Fletcher 2109 N. Veterans Pkwv. Bloomineton IL 61704 309-585-2568 Joshua CookDavid Line 1912a Round Barn Rd. Champaign IL 61821 217-351-0800 Chicago O'Hare Airport. United Terminal 1 Gate B-6. Chicago Michelle Dukler O'Hnro Airport Chicago IL 62666 Clint Gilbert 426 Riverside Drive East Peoria IL 61611 309-694-6100 Brent Fletcher 1608 Northbrook Drive, Suite 106 Normal IL 61761 309-862-1575 Clint Gilbert 4203 N. Sheridan Rd^Ste.. Suite Al-I Peoria IL 61614 309-686-1500 Thomas Chen 603 Coliseum Blvd. E Fort Wayne IN 46805-1215 260-444-3048 Jason Williams 8810 North Michigan Indianapolis 4N 4636* 317 872 5464 John Lopp 3105 E. 10th St. Jofforoonvillo m 47430 812 283 5464 Debbie Mcllvoy 4214CharlestownRd. #1 New Albany IN 47150 812-945-5464 Roger Florkiewicz 8235 Wicker Ave. St. John IN 46373 219-558-2233 Troy Robinson 28 H Vine St. Way* 67604 785 621 2130 Scott Harrick 4325412050 W. 135th St. Overland Park KS 66221 913-897-2525

Smoothie King 2014-2015 A-9 Scott Harrick 13440 Metcalf Ave. Overland Park KS 66213 913-851-8444 Neil Bhakta 8000 W. eenWCentral, Suite 400 Wichita KS 67212 316-721-2233 Neil Bhakta 3236 N. Rock ft^Road. Suite 200 Wichita KS 67226 316-636-2811 Neil Bhakta 110 N. Rock Road, Suite 150 Wichita KS 67206 316-425-7525

Michelle Dukler B, 2939 Terminal Drive K¥ 4vm 859 767 7533

Michello Dukler A, 2939 Terminal Drive K¥ 859 767 5852 Building 99 PXpmMichigan Ave.. PXTRA Town Center? Robert Bertel Michigan Ave. Ft. Campbell KY 42223 270-640-8383 Garnett Furnish 3001 Blake James Drive Lexington KY 40509 859-335-5464 Barrv Hartlage 1504 Bardstown Rd. Louisville KY 40205 502-454-5494 Alan Simon 2400 Lime Kiln Lane, Suite A1 Louisville KY 40222 502-426-1971 Alan Simon 12130 Shclbyvillc Road Louisville 40243 502 365 2882 Barry Hartlagc 1500 Bardstown Rd., Sto. 103 Louisville KY 40205 502 454 5194 Barry Hartlage 3925 Shelbyville Road Louisville KY 40207 502-893-4228 Barry Hartlage 411 S.4th ^Street. Suite 171 Louisville KY 40202 502-584-5464 Franchisee Address Citv ST Zip Phone Alan Simon 12430 Shelbyville Road Louisville KY 40243 502-365-2882 Thomas Marcantel 4611 Jackson Street, Suite C Alexandria LA 71303 318-448-1520 Robin Campbell»#W 225-767- 7770 Bluobonnet Blvd5727 Essen Lane, Suite D-2 Baton Rouge LA 70810 4639769-0421 Rodnev Leblanc 4257 Perkins Rd. Baton Rouge LA 70808 225-346-6969 Monty Montgomery 3851 S. Sherwood Forest Blvd. Baton Rouge LA 70816 225-291-5464 Potty Tate 14455 Wax Rd., Suite A A Baton Rouge LA 70818 225 262 4422 Robin Young 5727 Esson Lane Sto. D 2 Baton Rouge hA 70&W 225 769 0421 Rod Nunez 301 Main St. Baton Rouge LA 70804- 225 336 6560 Rodney Leblane 1257 Perkins Rd. Baton Rouge LA 7080* 225 346 6969 Roger Wilder 9634 Airline Hwy., Suite F-1C Baton Rouge LA 70815 225-926-9104

Smoothie King 2014-2015 A-10 Sean Cangelosi 3272 Highland Rd. Baton Rouge LA 70802 225-267-5464 Roger Wilder 6725 Siegen Lane, Suite V Baton Rouge LA 70809 225-291-0449 Brad Crowderfteger 225-767- Wilder Mall of Louisiana, 64017770 Bluebonnet Blvdv. Suite D Baton Rouge LA 70810*836 88261639 015 ^75 Tate 10825 Florida Blvd. 14455 Wax Rd., Suite AAA Baton Rouge LA 70818*844 6202262-4422 1 AIA 1 f^i.m^,, D1,,J C, I*-,-. D A\An\i ^-T I m,<,r, CACXI T>5 75 j Roger Wilder Bluebonnet Blvd. Baton Rouge LA 70836W*W 4040767-8826 Roger WilderRod 225-644- Nunez 6556 Siegan Lane, Suite A301 Main Street Baton Rouge LA 7080970801 7793336-6560 Sean Cangelosi 3272 Highland Rd. Baton Rouge LA 70802 225 267 5164 Sean Cangelosi 4965 Government Street Baton Rouge LA 70806 225-927-5080 Sean Cangelosi LSD Student Recreation Center Baton Rouge LA 70803 225-578-7199 Roger Wilder 10825 Florida Blvd., Suite A Baton Rouse LA 70815 225-275-6202 Roger Wilder 14241 Coursev Blvd.. Suite B-4 Baton Rouee LA 70817 225-751-4040 Shannon Miller 10000 Perkins Rowe, Suite 100. Inside Bally's Fitnessr-SWWW Baton Rouge LA 70810 225-246-2656 Roger Wilder 6556 Siegan Lane. Suite A Baton Rouge LA 70809 225-6!5-7793 Sean Cangelosi 3676 Harding Blvd. Baton Rouge LA 70807 225-355-5464 Robert Israel Phi Linh Ho 8160 Hwy. 23 Belle Chasse LA 70037 504-393-1604 Donna Bertel 455 Curtiss Rd Bldg 4711, Barksdale BX Bossier City hA 74440 318 711 2335 Ken Hampton 4970 Barksdale Blvd., Suite 1300 Bossier City LA 71112 318-747-7795 Donna Bertel 455 Curtiss Rd, Bldg. 4711 , BX Food Court Bossier Citv LA 71110 318-741-2335 Eric Gibbs 2650 Beene Blvd. Bossier Citv LA 71111 318-213-6016 Mark Knight 113 St. Nazaire Rd. Broussard LA 70518 337-839-9373 Charlene Carrouche' 3366 Paris Rd. Chalmette LA 70043 504-277-6195 Frank Nuccio 1600N. Hwv. 190. Suite 4 Covington LA 70433 985-809-9722 Christine Nuccio 70456 Hwy. 21, Suite 2 Covington LA 70433 985-875-7793 FranchiseeFrank 985 809 Nuccio 1600 N. Hwy. 190, Suite 4Address CovingtonCitv LAST 70433ZiD 9722Phone

Smoothie King 2014-2015 A-11 Roger Wilder 1121 South Range Ave, Suite B Den ham Springs LA 70726 225-667-5322 Tiphery Grimes 12519 Airline Highway, SteSuite I Destrehan LA 70047 985-725-0008 Robert Bertel 2275 Louisiana Ave^ Building 3310 FtFort. Polk LA 71459 337-537-1500 Thad Allemand 283 La. Hwy. 3162 Galliano LA 70354 985-325-2043 Randall Pierce 13011 HW¥Hwy. 73, Suite B Geismar LA 70734 225-673-9143 Roger Wilder 1602 Burnside Ave, Suite C Gonzales LA 70737 225-644-0155 Roeer Wilder 1618 N. Airline Hwv. Gonzales LA 70737 225-644-8539 Tyronne Astugue 197 Westbank Expressway^ Suite 1165 Gretna LA 70056 504-362-5506 Brett Lawson 91 Westbank Expressway, Westside Shopping Center Gretna LA 70053 504-365-5464 Brooks Montgomery 404 West University Ave. Hammond LA 70401 985-542-2737 Jason Finley 1910 SW Rail Road Ave. Hammond LA 70403 985-542-1699 Robert Israel 1000 S. Clearview Pkwy., Suite 1004 Harahan LA 70123 504-734-1442 Karen Nichols 1650 Manhattan Blvd. Harvey LA 70058 504-227-9205 Gina Marcel 703 Terre Haute Place Houmo LA 70364 985 532 6050 Thad Allemand 1052 W Tunnel Blvd Houma LA 70364 985-851-3313 Thad Allemand 1925 Martin Luther King Blvd. Houma LA 70360 985-360-3189 Conrad Bujard 4041 Williams Blvd., SteSuite 4-A Kenner LA 70065 504-305-3980 Michelle Dukler MSY Concourse D LA 20063 859 767 3703 Michelle Dukler Now Orleans International Airport, Concourse C Konnor LA 70063 Michelle Dukler New Orleans International Airport, Concourse B Koiwor LA 20063 Steve Shields 327 West Esplanade Kenner LA 70065 504-468-5952 Tyronne Astugue 1401 W. Esplanade, Suite 716 Kenner LA 70065 504-712-9002 Michelle Dukler New Orleans International Airport - Concourse D Kenner LA 70062 859-767-3793 Michelle Dukler New Orleans International Airport - Concourse C Kenner LA 70062 859-767-3793 Michelle Dukler New Orleans International Airport - Concourse B Kenner LA 70062 859-767-3793 Donald Lacoste 3619 Ambassador Caffery Pkwy^ Suite A Lafayette LA 70503 337-989-8187 Mark Knight 4307 Ambassador Caffery Lafayette LA 70508 337-993-9963

Smoothie King 2014-2015 A-12 Donald Lacoste 4300 Ryan StStreet Lake Charles LA 70605 337-478-4080 Tyronne Astugue 1506 West Airline Hwy. LaPlace LA 70068 985-651-2947 Barry Roberts 12715 Hwy. 90. SteSuite 100 Luling LA 70070 985-785-1400 Jason Finley 1830 North Causeway Approach Mandeville LA 70471 985-626-9159 Franchisee Address Citv ST Zip Phone Robbie Bankston 2100 Florida Street Mandeville LA 70448 985-624-5556 Karen Nichols 1991-B BaratariaBlvd. Marrero LA 70072 504-349-0900 David Crush 3301 Veterans Blvd, Suite 78 G Metairie LA 7W42 504 838 8314 Eric Sol sky 909 Veterans Blvd. Metairie LA wm 501 831 1818 Gregory Ferro 5022 W. Esplanade Ave. Metairie LA 70006 501 887 7780 Joe Gallo 2701 Airline Drive, sto. N Metairie LA 70004- 501 837 4020 Marlon Warner 4436 Veterans Memorial Blvd, Suite 28B Metairie LA 70006 501 155 6686 Rose Kuhnau 3515 Veterans Memorial Blvd. Metairie LA 70002 501 885 8111 Smoothie King Co, tee? 2222 Clearview Pkwy, Sto. G Metairie LA 70004 501 151 8002 Steve Shields 7215 Veterans Memorial Blvd, Suite C Metairie LA 70003 504-457-4456 Steve Shields 3400 Houma Blvd. Metairie LA 70006 504-887-5006 Eric Solskv 909 Veterans Blvd. Metairie LA 70005 504-834-1818 Smoothie King Co.. Inc. 2222 Clearview Pkwv.. Suite G Metairie LA 70001 504-454-8002 Steve Shields 5022 W. Esplanade Ave. Metairie LA 70006 504-887-7780 Tiphery Grimes 6313 B Airline Drive Metairie LA 70003 504-734-3994 David Crush 3301 Veterans Blvd.. Suite 78-G Metairie LA 70002 504-838-8344 Joe Gallo 2701 Airline Drive. Suite N Metairie LA 70001 504-837-4020 Rose Kuhnau 3515 Veterans Memorial Blvd. Metairie LA 70002 504-885-8444 Marlon Warner 4436 Veterans Memorial Blvd, Suite 28B Metairie LA 70006 504-455-6686 Susan Moore 1404 N. 18th StStreet Monroe LA 71201 318-387-0037 NickTamporello 1141 Victor H Blvd. Morgan Citv LA 70380 985.380-3157

Smoothie King 2014-2015 A-13 Rod NunozLee Waskom 810 University Pkwy, Suite A Natchitoches LA 71457 318-238-5464 Chandra Gettys 3865 General DeGaullc Dr. Ste. B Now Orleans LA 701 M 501 363 9995 Charlene Carrouche' 6600 Franklin Ave, #A-II New Orleans LA 70122 504-288-5863 Eric Solsky 5300 Tchoupitoulas St, #D-4 New Orleans LA 70115 504-895-4340 Eric Solsky 6221 S. Claiborne Ave. New Orleans LA 70125 504-866-3555 Chandra Gettvs 3865 General DeGaulle Dr., Suite B New Orleans LA 70114 504-362-9995 Wardell Bourgeois 8050 Crowder Blvd. New Orleans LA 70127 504-245-1133 Rose Kuhnau 1905 St. Charles Avenue New Orleans LA 70130 504-523-2030 Sodexo Sodexo Loyola University - 6363 St. Charles Ave.. Camous Box 243" New Orleans LA 70118 504-865-2127 Shahid Oavum 701 Poydras St.. Box 27 New Orleans LA 70139 504-524-5051 Khalil Jatala 1515 Poydras Street Buildine. Suite 160 New Orleans LA 70112 504-309-8311 Khalil Jatala 114 Royal Street New Orleans LA 70132 504-218-8994 Rose Kuhnau 201 St. Charles Ave^ Suite 111 New Orleans LA 70170 504-522-7069 Franchisee Address Citv ST Zip Phone Robert Israel 224 N.Carrollton Ave. New Orleans LA 70119 504-486-0330 Rose Kuhnau Ill-A Robert E. Lee Blvd. New Orleans LA 70124 504-286-1471 Shahid Qayum 701 Poydras St, Box 27 New Orleans LA 70m 501 521 5051 Shahid Qoyum Now Orleans LA 504 309 8311 Jfle_GallQShfthid 504-218- Qoyum 1201 Jefferson Hwy.lH Royal St. New Orleans LA 7012170133 89947853 Sodexo Sodexo Loyola University, 6363 St. Charles Avenue, Campus Box 213 tA 70118 —50' V 11 36KJ %J5 ±J 2XJIU] 27J Wardell Bourgeois 8050 Crowder Blvd. New Orleans LA 7O427 501 215 1133 Thomas Marcantel 3766 Monroe Hwy. Pineville LA 71360 318-640-0587 Christy 401 West Pine SkStreet Ponchatoula LA 70454 985-370-0501 Shirline Oubre 3225 LA Highway 1 S Port Allen LA 70767 225-448-3257 Randall Pierce 37459 Ultima Plaza Blvd, SteSuite A Prairieville LA 70769 225-744-4888 Gina Marcel 4841 Hwv. 1 Raceland LA 70394 985-532-6050

Smoothie King 2014-2015 A-14 Marlon Warner 9605 Jefferson Hwy., #C-1 River Ridge LA 70123 504-738-9239 Bradley Walker 1100 Cooktown Rd. Ruston LA 71270 318-251-8181 Bradley Walker 1641 E 70th, Suite 100 Shreveport LA 71105 3l8-797-l799 Doug Nash 533 Cause Blvd. Slidell LA 70458 985-643-1015 Doug Nash 2349 East Cause Blvd. Slidell LA 70461 985-649-6144 Mike (Herbert) DuereKatina De Berry 150 Northshore Boulevard, Suite 5016 Slidell LA 70460 985-781-3456 Mike (Herbert) Ducre 4038 Ponchartrain Drive SMeW LA 7045* 985 641 8860 Mike (Herbert) Ducre 61103 Airport Road Slidell LA 70460 985-781-5950 Larry Welch 4038 Pontchartrain Drive Slidell LA 70458 985-641-8860 Robert Israel 900-A Terry Parkway Terrytown LA 70056 504-393-7600 Thad Allemand 1123 Audubon Ave. Thibodaux LA 70301 985-447-5220 Roger Wilder 28977 Hwy 447, Suite A Walker LA 70785 225-271-8019 Susan Moore 2419 North 7th Street West Monroe LA 71291 318-396-2272 Roger Wilder 5635 Main Street, Suite B Zachary LA 70791 225-658-5464 Philip Garofalo 314 Newbury St. Boston MA 02115 617-236-4443 Minseok Yu 851 East Fort A ve. Baltimore MD 21220 410-837-4902 John Avalos 225 Brierhill Drive-Ster. Suite J Bel Air MD 21015 410-836-5563 Gilly Arie 7720 Wisconsin Ave. Bethesda MD 20814 301-656-3431 Thomas Hughes 7403 Baltimore Avenue College Park MD 20740 301-277-2771 Franchisee Address Citv ST Zip Phone Dominique Atkins 8874 McGaw Road, Suite C Columbia MD 21045 410-290-3455 Troy Clinedinst 5219-A Presidents Court Frederick MD 21703 301-663-5464 Romica Brashear 1316 Main Chapel Way Gambrills MD 21054 410-451-4519 Andrea Lachin 19706 Germantown Rd. Germantown MD 30*74 301 515 5464 Eli Kimol White Flint Mall, 11301 Rockvillc Pike, Space 206 A Kensington MB 30*95 301 881 9166

Smoothie King 2014-2015 A-15 David Olinde 9167 Riesterstown Rd. Owings Mills MD 21117 410-581-8003 Patricia Marple 428 Solomons Island Road Prince Frederick MD 20678 443-295-7167 Eli Kimel 14941-F Shady Grove Rd. Rockville MD 20850 301-279-2660 Marc Hudacsko 8563 Fenton StStreet Silver Spring MD 20910 301-495-8887 David Olinde 1830 York Rd, Suite C Timonium MD 21093 410-308-4930 Dulaney Valley Shopping Center, Suite 812? Dulaney Valley David Olinde ReadRd" Towson MD 21204 410-296-1240 Robert Gough 222 N. Fourth Ave. Ann Arbor Ml 48104 734-994-8807 Katherine Kemp 316 N.Drake Road Kalamazoo Ml 49009 269-388-5464 Greg Minner 1422 Presque Isle Ave. Marquette Ml 49855-2808 906.227.6633 Sandy Donley 97 N. Kingshighway St, Suite 13 Cape Girardeau MO 63701 573-335-6400 David Porta 703 Long Road Crossing Drive, swteSuite 8 Chesterfield MO 63005 636-5! 9-7775 Ceasar Villegas 4765 Hwy. N, Suite C Cottleville MO 63304 636-939-5464 Jeremy Kubicek 12599 A-Olive Blvd. Creve Coeur MO 63141 314-576-4770 816-333- Scott Harrick 8825 State Line Road Kansas City MO 64114 #220404 Joe Cali 6368 N. Cosbv Ave. Kansas City MO 64151 816-746-5464 Jeremy Kubicek 465A South Kirk wood Road Kirkwood MO 63122 314-821-4770 Sandy Donley 9793 Clavton Road Ladue MO 63124 314-993-0358 Rusty Maple 14505 Manchester Road Manchester MO 63011 636-527-9553 William (Chase) Mathis 1211 Pine Street St. Louis MO 63103 314-588-2185 David Trauterman 6600 Delmar University City MO 63130 314-862-9700 Travis Bolster 921 Cedar Lake Road, Suite A Biloxi MS 39532 228-396-1721 Jason Roberts 105 Hwy. 80 E Clinton MS 39056 601-924-2833 Clav Koenie 3826 Promenade Pkwv. D'Iberville MS 39540 228-396-2777 Franchisee Address Citv ST Zip Phone Bert Wilkinson 4327 Lakeland Dr. Flowood MS 39232 601-932-0077 Travis Bolster 632 Courthouse Rd. Gulfport MS 39507 228-896-4989

Smoothie King 2014-2015 A-16 Travis Bolster 3705 Hardy Street, Suite 30 Hattiesburg MS 39402 601-271-2050 Travis Bolster 6101 Highway 98, Suite 70 Hattiesburg MS 39402 601-264-2936 Bert Wilkinson 6392-E Ridgewood Ct., Suite A-1 Jackson MS 39211 601-952-0400 John Roberts 2601 N. State Street Jackson MS 39216 601-366-1528 Richard (Clay) Perry 100 East Capitol St. Jackson MS 39201 769-257-7483 John Roberts 1022 US 51, Suite 400 Madison MS 39110 601-605-6001 Garrick

1611 Delaware Ave, Delaware Shopping Center McComb MS 39648 601-680-0202 Travis Bolster 918 Bechtel Blvd. Ocean Springs MS 39564 228-875-0858 Jason Roberts 2311 West Jackson Ave^ Suite 307 Oxford MS 38655 662-259-2651 Mark Summers 549 HiqhwavHwv. 11 South Picayune MS 39466 601-749-5389 Richard (Clav) Perry 918 Hwv. 49 South Richland MS 39218 601-487-8063 Bert Wilkinson 1000 Highland Colony Pkwy^ Suite 8004 Ridgeland MS 39157 601-856-4303 Nanette Shoemaker 3982N.GIosterSt, Suite 1 Tupelo MS 38804 662-205-4917 Anne Monsted 301 S. College Street Charlotte NC 28202 704-374-0200 Anne Monsted 210 E. Trade St. Charlotte NG 2&202 704 979 6911 Rick HumiBefe 7510 Pineville Matthews Road,8022 Providence Rd.. Suite 704-543- Busbee 44A400 Charlotte NC 2.827_72S226 3773540-2303 Brad Sorg 9605 N. Tryon St, Suite V Charlotte NC 28262 704-503-5122 Lieava Maeno 8710Krefeld Drive Charlotte NC 28227 704-846-1665 Brad Sorg 1600 E. Woodlawn, #220 Charlotte NC 28209 704-525-0999 Bradley Antonoff 14825 John J. Delaney Dr., #185 Charlotte NC 28277 704-544-4374 Bradley Antonoff 9405 Bryant Farms Rd. Charlotte NC 28277 704-752-5031 Bob Busbee 7510 Pineville Matthews Road. Suite 1IA Charlotte NC 28226 704-543-3773 Bradley Antonoff 14130 Rivergate Parkway. Suite #100 Charlotte NC 28273 704-587-6001 Ligaya Magno 87l0Krefeld Dr. Charlotte NG 2*227 704 846 1665 Ligaya Magno 9831 Rea RdRoad, Suite A Charlotte NC 28277 704-845-6811

SmoothieKing 2014-2015 A-17 Franchisee Address City ST Zip Phone Layton Huskey 1499 S. College St. Auburn AL 36830 334-887-1882 Chris Bowman 1926 28th Ave. South Birmingham AL 35209 205-870-9771 Shannah Stamm 28841 US Highway 98 Daphne AL 36526 251-626-5464

StammCfatg 256 217 Fiddler 6290 University Drive 199 Baldwin Square. Suite 101 EaiihofteHuntsvillo AL 16532#S06 4-933251-929-3804 Lisa Cole 975 Airport Road, Suite A-4 Huntsville AL 35802 256-881-1163 Craia Fiddler 6290 University Drive Huntsville AL 35806 256-217-1933 Ed Fusaiotti 310-B S. University Blvd. Mobile AL 36609 251-341-0605 Ed Fusaiotti 2029-D Airport Road Mobile AL 36606 251-479-5464 Pollyanna Crawford 720 Schillinger Road S Mobile AL 36695 251-633-9033 Clay Koenie 3057 Dauphin St. Mobile AL 36606 251 287-2023 Essence Phenix 7026 East Chase Pkwy. Montgomery AL 36117 334-356-5621 Chris Bowman 1932 Highway 31 South Pelham AL 35244 205-402-9993 Christopher. McFprlandkee 205 349 Hondoroon 415 15th Street E. 1097 Industrial Pkwv. AL 36571^40+ 4724251-675-9003 Lee Henderson 401 5th Ave. Tuscaloosa AL 35401354*6 205-348-4695 Lee HondorsonEssence Phenix 1403 University Blvd, Suite 1 Tuscaloosa AL 35401 205-462-3664 Donald Stobaugh 985 Carson Cove, Suite D Conway AR 72034 501-336-9555 Matthow Whallcy 2907 Providence Rd. Charlotto NG 2*244 704 362 6700 Michelle Buechler 1235-H East Blvd. Charlotte NC 28203 704-335-2200 Anne Monsted&iek 704-540- 8022 Providence Rd, Suite 400210 E. Trade St. Charlotte NC 28202*044 2303979-6911 Franchisee Address Citv ST Zip Phone Mike Rodgers 360 Exchange St. NW, Suite 105 Concord NC 28027 704-262-7541 Erick Lewis 1125 W.NC Hwy. 54, Suite 806 Durham NC 27707 919-489-7300

Smoothie King 2014-2015 A-18 Jennifer Clausen 2403 Battleground Ave.. Suite 9 Greensboro NC 27408 336-285-9372 Brad Sorg 16933 KaufinaerStrrStreet. Suite 150 Huntersville NC 28078 704-987-1431 Clay Hellner 3118 Fincher Farm RdRoad. Suite 100 Matthews NC 28104 704-321-9015 Rich Pacella 591-T River Hwy. Mooresville NC 28117 704-663-1001 Frank Horrocks 6271 IIOGlenwood Ave.l 117 Market Center Dr. RaloiphMorrisville NC 3*4327560 919-800-0118 Guy Catoir 3101-107 Edwards Mill Rd. Raleigh NC 27612 919-783-8330 John Arch Robert Brindley 1336 E Main St.. SterSuite A Sylva NC 28779 828-63!-4333 Patrick Pak 415-2 South College Road Wilmington NC 28403 . 910-796-0025 Frank Gilanelli 195 Route 130 South, Suite 127 Cinnaminson NJ 08077 856-786-0044 Edward Shamy 322 RtrRoute 31 Flemington NJ 08822 908-237-0307 Denise MacDonald 251 Rock Rd. Glen Rock NJ 07452 201-445-4560 Keith Stickel 3100 Ouakerbridae Rd., Clover Square Shoppine Center Hamilton Township NJ 08619 609-838-7292 Edward Shamy 706 Route 206, Suite 4 Hillsborough NJ 08844 908-359-6665 David Diamant 1159 Hwy. 35 Middletown NJ 07748 732-671-3430 Donald Smith 4310 Dearborn Circle,#104 Mount Laurel NJ 08054 856-222-0023 David Diamant 65 Broad StrStreet Red Bank NJ 07701 732-747-2130 William Leitner 458 Elizabeth Ave, Suite 1. Somerset NJ 08873 732-805-0555 Lynda Fumari 1150 White Horse Rd. Voorhees NJ 08043 856-520-8101 Henrietta Leitner 9 Mount Bethel Road Warren NJ 07059 908-222-3590 Jennifer Rolls 6530 N. Buffalo Dr, Suite #150 Las Vegas NV 89131 702-880-5464

Jennifer Rolls 8000 W. Sahara AveTil Suite 190 Las Vegas NV 89117 702-384-5464 Gary Schneiderman 1291 Broadway • Brooklyn NY 11221 718-443-7913 Andrew Vicari 225A Glen Cove Rd. Carle Place NY 11514 516-280-6585 Joseph MacDonald 50 Livingstone Ave. (Exit 16 on the Saw Mill PorkwavlAvenue Dobbs Ferry NY 10522 914-478-8373 Michelle Dukler JFK International Airport New York NY 11430 718-917-6405 Franchisee Address Citv ST Zip Phone Michelle Dukler JFK International Airport Delta Terminal 2 New York NY 11430

Smoothie King 2014-2015 A-19 Franchisee Address City ST Zip Phone Layton Huskey 1499 S. College St. Auburn AL 36830 334-887-1882 Chris Bowman 1926 28th Ave. South Birmingham AL 35209 205-870-9771 Shannah Stamm 28841 US Highway 98 Daphne AL 36526 25!-626-5464 Shannah StammGfGie 256 217 Fiddlor 6290 University Drive 199 Baldwin Square, Suite 101 EairhoDsHuntsville AL 1653233*06 4434251-929-3804 Lisa Cole 975 Airport Road, Suite A-4 Huntsville AL 35802 256-881-1163 Craie Fiddler 6290 University Drive Huntsville AL 35806 256-217-1933 Ed Fusaiotti 310-B S. University Blvd. Mobile AL 36609 251-341-0605 Ed Fusaiotti 2029-D Airport Road Mobile AL 36606 251-479-5464 Pollyanna Crawford 720 Schillinger Road S Mobile AL 36695 251-633-9033 Clav Koenig 3057 Dauphin St. Mobile AL 36606 251 287-2023 Essence Phenix 7026 East Chase Pkwy. Montgomery AL 36117 334-356-5621 Chris Bowman 1932 Highway 31 South Pelham AL 35244 205-402-9993 Christopher McFarlandWe 205 349 Hondoroon 115 15th Street E. 1097 Industrial Pkwv. AL 365713*40+ 4324251-675-9003 Lee Henderson 401 5th Ave. Tuscaloosa AL 35401354*6 205-348-4695 Lee

Phenix 1403 University Blvd., Suite 1 Tuscaloosa AL 35401 205-462-3664 Donald Stobaugh 985 Carson Cove, Suite D Conway AR 72034 501-336-9555 Michollo Dukler LaGuardia Airport—Delta Terminal, Departuroo Level Now York NY 718 565 3208 Joseph MacDonald #10 Purchase Street Rye NY 10580 914-437-7019 Joseph MacDonald 1 RideeHiil Blvd. Yonkers NY 10701 914-423-1200 Eric Fierce-French 3510Pentaeon Blvd. Beavercreek OH 45431 937-429-0779 Frederick Barnoff 5250 Dressier Road Canton OH 44718 330-498-5464 Ken Quan 3880 Paxton Ave^ Suite M Cincinnati OH 45209 513-321-3024 Ken Quan 7875 Montgomery Road Cincinnati OH 45236 513 984 0194

Smoothie King 2014-2015 A-20 Stephen Lund 440-C Ohio Pike Cincinnati OH 45255 513-528-4539 Stephen Lund 11414 Montgomery Road Cincinnati OH 45242 513-489-2567 Ken Ouan 7875 Montgomery Road Cincinnati OH 45236 513-984-0194 Tony Kwong 441 Carew Tower, 2nd FIFIoor Cincinnati OH 45202 513-381-1107 Tony Kwong 9591 B Colerain Avenue, North sate Mall Cincinnati OH 45251 513-385-0890 Teresa Becker 1924 Polaris Pkwv. Columbus OH 43240 614-505-7072 Shane Chauvin 5470 Westpointe Plaza Dr. Columbus OH 43228 614-921-1100 Shane Chauvin 8211 North High St. Columbus OH 43235 614-985-9999 Teresa Becker 1921 Polaris Pkwy Columbus OH 43340 614 505 7072 Lynne Fierce- French 2321 Miamisburg Centerville Rd. Dayton OH 45459 937-434-4100 Laura Shepherd 1350 N. Hamilton Rd. Gahanna OH 43230 614-478-4901 Rachelle (Shelly) Churchill 6007 Hoover Rd. Grove City OH 43123 614-875-0242 Donald James (Jim) Smith 6752 Cincinnati Dayton RdRoad, Suite 104 Liberty Township OH 45044 513-779-5464 John McKenna 4891 Grand Blvd. Medina OH 44256 330-723-6910 DeffeUMatthew Graham 10501 Blacklick Eastern RtkRoad, Suite 900 Pickerington OH 43147 614-759-9183 Julie Matix 9320 Union Centre Blvd. West Chester OH 45069 513-847-4929 Wright -Field Fitness Center, 2690 C Street C3, Bldg. 571, Area Wright -Patterson Donna Bertel B AFB OH 45433 Brian Sipes 5075 S. Yale Tulsa OK 74135 918-622-2224 GMs 215-92-5- Lamb 2112 South EagkLRoadHOl Market St. PA 1894044443 44^267.685.0942 William Whitaker 1625 Chestnut Street* Suite 207 Philadelphia PA 19103 215-557-9557 Franchisee Address Citv ST Zip Phone Chris Whitaker 1101 Market Street Philadelphia PA 19107 215-925-3165 Frank Gilanelli 111 Indenendance Mall East Philadelohia PA 19106 215-290-9059 Sean Krebs 2609 E. Market StrStreet York PA 17402 717-650-2546

Smoothie King 2014-2015 A-2] Mark FaustBavW 864-644- 1941 A Woodruff Rd.5154 Calhoun Memorial Hwy. GreenvilleEaslev SC 3960729640 2444442-5336 Mark Faust 27 South Pleasantburg, Suite 170 Greenville SC 29607 864-271-1921 David MvusMaruio GreenvilleMtr 843 971 Brian o 1941-A Woodruff Rd.976 Houston Northoutt Blvd.. Sto. K SC 2960754464 4676864-631-2344 Margie BrierreTem Marino 976 Houston NorthcuttEML_743 Louisville Rd.Suite K Mt._BLeasantA4«©ft TNSC 2946447744 6m843-971-4676 Paul McCulloch 330 Franklin Rd^.. Suite 102 A Brentwood TN 37027 615-309-1890 Himanshu Patel 1913Gunbarrel Rd., Suite 105 Chattanooga TN 37421 423-499-6059 Sameer Jaiswal 325 Market Street, Suite 102 Chattanooga TN 37402 423-266-1918 Tim Maslov 2100 Hamilton Place Blvd. Chattanooga TN 37421 423-899-9910 Robert Cooke 2520 Keith St. NW. Suite 4 Cleveland TN 37311 423-339-6726 Andy Mouhot 3615 Houston Levee Rd^ Suite 109 Collierville TN 38017 901-861-0222 Rod Slagle 1095-D South Walnut Avenue Cookeville TN 38501 931-526-2999 Tracy Oakley 3333932 North Germantown Pkwy, Suite 103. Cordova TN 3*44638018 901-372-7033 John Sevieri 600-A Frazier Dr.. Suite 105 Franklin TN 37067 615-771-3988 Paul McCulloch 1800 Galleria Blvd. Franklin TN 37027 615-778-0225 John SevieriRebert Allbritton 600 A Frazier Dr9040 Carothers Pkwv.. Suite 4056-10] Franklin TN 37067 615-771-3988 Robert <;i c A-j-t i c\£i nm 01 j-'i fjL- lyoj VU1 Mouhot 9040 Carothors Pkwv. Suite B 1017820 Ponlar Avenue TN 38138*46? 309-8039 Toby Rennie 125 Indian Lake Blvd^ Suite D Hendersonville TN 37075 615-824-7500 Darshna Patel 5200-B Hwy. 153 Hixson TN 37343 423-875-8488 Matt Ingram 241 Stonebridge Blvd. #A Jackson TN 38305 731-664-8486 Tom Marine 8515 A-Kingston Pike Knoxville TN 37919 865-470-2888 Tom Marine 305 Forest Park Blvd. Knoxvitle TN 37919 865-583-0699 Tom Marine 2111 Volunteer Blvd. Knoxville TN 37916 865-974-4461 Fred Jacob 1995 Union Avenue Memphis TN 38104 901-726-1300 Paul McCulloch 5013 Crossing Circle Mt. Juliet TN 37122 615-773-4729

Smoothie King 2014-2015 A-22 FranchiseWeb* 615 396 Soviori 1970 Medical Center Pkwv, Suite FAddress TOST &mPhone Rod Slagie 2818 Middle Tennessee Blvd. Murfreesboro TN 37130 615-890-1336 John SevieriE4 6I5_3$3_ McClnrty 1546 Hording Road 1970 Medical Center Pkwv.. Suite F e TN 3730537129 7757396-8187 Ed McClart>' 2700 Childrens Way,Vnnderbilt University Noohvillo W 4%W 615 313 1932 Paul McCulloch 2422 Elliston Place Nashville TN 37203 615-321-4909 Paul McCulloch 3706 Hillsboro Road Nashville TN 37215 615-369-5240 Ed McClartv 4546 Harding Road Nashville TN 37205 615-383-7757 Paul McCulloch 7087 A Old Harding Pike Nashville TN 37221 615-673-0234 615-463- Paul McCulloch 1801 21st2418 West End Avenue-^ Nashville TN 3734337203 &444369-5240 Paul McCulloch 15590 Old Hickory Blvd. Nashville TN 37211 615-445-8718 T> / JUUZ 81-7-472- Kilburn Suite 1406 AlkllArlington TX -8761 9904214-383-0045 Sid Weigand 3751 Matlock Rd. Arlington TX 76015 817-375-0200 Matt Vastine The Parks at Arlington. 3811 South Coooer Street Arlington TX 76015 817-472-9904 Jeff Brown 504 W. 24th Street, Suite B Austin TX 78705 512-474-2929 Michael Morrow 4301 West William Cannon. BWeBuilding G, Suite 200 Austin TX 78749 512-892-5464 Michael Morrow 360 Nueces St., Suite 60 Austin TX 7*704 512 179 0999 Ria Griffin 4601 North Lamar, Suite 506B506 B Austin TX 7*75478756 512 374-4909 David Gellner 4012 Dovvlen Rd. Beaumont TX 77706 409-899-1660 David Gellner 6465 Phelan Blvd. Beaumont TX 77706 409-347-7461 Rick Estes 333 SW Wilshire Blvd., Suite F Burleson TX 76028 817-295-9292 Dave McMahon 1908 Texas Avenue College Station TX 77840 979-696-5464 Texas A&M University, Sbisa Underground Food Court, 233 Paul Alfonso Houston St. College Station TX 77843 713-348-3950

Smoothie King 2014-2015 A-23 Holly Alfonso TMAU Rec Center. 797 Olsen Blvd. Collese Station TX 77840 713-348-5788 Ricardo Anderson 2105 West Davis Street, Suite G Conroe TX 77304 936-539-6555 David Resendez 5017 Saratoga Blvd., Suite 101 Corpus Christi TX 78413 361-991-5464 George Walker 29300 Hemostead Rd.. Premium Outlet - Unit #837 Cypress TX 77433 281-758-2432 Dave McMahon 17255 Spring Cypress Road, Suite D Cypress TX 77429 281-758-3022 Franchisee Address Citv ST Zip Phone 29300 Hempstead Rd., Premium Outlet Unit #83710920 Fry 281-75*- George Walker Road #900 Cypress TX 77433 2432256-8601 David Staffin 6061 Forest Lane Dallas TX 75230 972-404-1852 Smoothie King Co.. Inc. 5706 E. Mockingbird Lane. Suite 130 Dallas TX 75206 214-827-8885 Femi Ayeni Plaza of Americas, 650 N. Pearl Street, Suite H105 Dallas TX 75205 214-754-9975 Michelle Dukler DFW Airport C Terminal (Gate CI4) Dallas TX 75216 708-531-1694 Michelle Dukler DFW Texas Airport Terminal D Dallas TX 75216 972-973-2273 Tedd MurrahSmoothie 211 827 King Co.. Inc. 5706 E. Mockingbird Lnne5000 Belt Line Road. Suite 440400 Dallas TX 7520675254 m5972-3 86-7660 Keith Miner 1601 Brinker Road-Ster, Suite 105 Denton TX 76208 940-484-5464 Keith Miner 1900 W. Chestnut St., Pohl Rec Center Denton TX 76201 940-369-7015 Larry Pearce 2750 State Highway 121 N, Suite 100 Euless TX 76039 817-354-5464 David Staffin 13901 Midway Rd. Farmers Branch TX 75244 972-66!-9666 Alfred Hew 6101 Long Prairie Rd., #704 Flower Mound TX 75028 972-906-9101 Sid Weigand 3054 University Drive Fort Worth TX 76109 817-923-4663 Thomas Breslin 4805 Bryant Irvin Road Fort Worth TX 76132 817-423-3566 Jan Gates 9583 Sago Meadow Trail Fort Worth TX 76177 817 711 8080 Larry Pearce 2901 Western Contor Blvd Ste. 105 TX 76131 817 817 8083 Matt Vastine 4601 West Freeway, Suite 218 Fort Worth TX 76107 817-763-5400 Larrv Pearce 2901 Western Center Blvd., Suite 105 Fort Worth TX 76131 817-847-8083 Jan Gates 9583 Sage Meadow Trail Fort Worth TX 76177 817-741-8080

SmoothieKing 2014-2015 A-24 Stephen Frank 301 Clifford Center Drive, Suite 107 Fort Worth TX 76108 817-367-1966 Gilberto Vazquez Ramos 2809 Preston Road, Suite 1220 Frisco TX 75034 972-712-7030 Scott Kilburn 8755 Preston Road, Suite 340 Frisco TX 75034 214-872-1660 Thinh Nguyen 5129 N. Garland Ave., Suite 400 Garland TX 75040 972-675-2747 Aaron Smith Terminal C George W. Bush International Airport Houston TX 77033 281 397 7797 Aaron Smith 5015 Wosthoimor Blvd., Golloma Mall 4% 713 810 0077 ¥X #060 381 871 0381 815 Wolkop St., Suite T 06 3% 713 237 1889 6586 Woodway Drive Dave McMahon 4509 FM I960 West Houston TX 77069 281-893-1504 Dave McMahon 5410 Kirbv Houston TX 77005 713-667-1843 Dave McMahon 5300 Richmond Ave. Houston TX 77056 713-626-5464 Dave McMahon 12513-B Westheimer Houston TX 77077 281-293-9563 FranchiseeDave 713 331 McMahon 9703 Wcsthoimcr Rd., Suite CAddress HoustonCitv TXST 77043Zifi 0033Phone Dave McMahon 3651 Weslayan Houston TX 77037 713 627 3866 Dave McMahon 3007 S. Shepherd Drive Houston TX 7709$ 713 521 2220 Dave McMahon 5770 Hollister Street Houston TX 77040 713 162 7086 Dove McMahon 913 Westheimer Houston TX 77006 713 520 5090 Dave McMahon 1500 E. Memorial Loop Drive Houston TX 77007 713 869 5050 Dave McMahon 562 Moyorland Plaza Houston TX 77096 713 319 8300 Dave McMahon 6020 Westheimer Houston fX 77057 713 785 5161 Dove McMahon 10201 A Katy FWY, Sto. 300 Houston TX 77034 713 161 3387 Dove McMahon 5410 Kirby Houston TX 77005 713 667 1813 Dave McMahon 1340 North Fry Road Houston TX 770*4 281 578 8300 Dave McMahon 3007 S. Shepherd Drive Houston TX 7709* 713 521 2220 Dave McMahon 850 FM 1960 W . Houston TX 77090 281 880 8686 Frank Mazharian 19736 S.H. 249 Houston TX 77070 281-469-7742

Smoothie King 2014-2015 A-25 Franchisee Address City ST Zip Phone Layton Huskey 1499 S. College St. Auburn AL 36830 334-887-1882 Chris Bowman 1926 28th Ave. South Birmingham AL 35209 205-870-9771 Shannah Stamm 28841 US Highway 98 Daphne AL 36526 251-626-5464 Shannah StammGWe 256 217 Fiddler 6290 University Drive 199 Baldwin Square, Suite 101 EairhopeHuntsville AL 36S1Z#*06 443325!-929-3 8O4 Lisa Cole 975 Airport Road, Suite A-4 Huntsville AL 35802 256-881-1163 Craig Fiddler 6290 University Drive Huntsville AL 35806 256-217-1933 Ed Fusaiotti 310-B S. University Blvd. Mobile AL 36609 251-341-0605 Ed Fusaiotti 2029-D Airport Road Mobile AL 36606 251-479-5464 Pollyanna Crawford 720 Schillinger Road S Mobile AL 36695 251-633-9033 Clav Koenie 3057 Dauohin St. Mobile AL 36606 251 287-2023 Essence Phenix 7026 East Chase Pkwy. Montgomery AL 36117 334-356-5621 Chris Bowman 1932 Highway 31 South Pelham AL 35244 205-402-9993 Christopher McFarlandkee 305-349- 115 15th Street E.I097 Industrial Pkwv. AL 3657I#4W. 4724251-675-9003 Lee Henderson 401 5th Ave. Tuscaloosa AL 35401354*6 205-348-4695 Lee HendersonEssence Phenix 1403 University Blvd., Suite 1 Tuscaloosa AL 35401 205-462-3664 Donald Stobaugh 985 Carson Cove, Suite D Conway AR 72034 501-336-9555 George Walker 1923 Taylor St. Houston TX 77007 713 869 5056 Kelly Kelso 9220 A Hwy 6 South Houston TX 770*3 281 198 1308 Lyndell Cogshell 12710 Wcstlake Houston Pkwy, Suite G Houston TX 77044 281 159 9942

Dining Sorviooo 1515 Holoombo Blvd. 3* 713 703 7163 Michollo Dukler Houston Bush Intercontinental Airport, Terminal B Houston TX 77332 281 230 3193 Nilii Smith Evans Houston ¥X 77007

Smoothie King 2014-2015 A-26 Franchisee Address City ST Zip Phone Layton Huskey 1499 S. College St. Auburn AL 36830 334-887-1882 Chris Bowman 1926 28th Ave. South Birmingham AL 35209 205-870-9771 Shannah Stamm 28841 US Highway 98 Daphne AL 36526 251-626-5464 Shannah StammCfaig 256 217 Fiddler 6290 University Drive 199 Baldwin Square. Suite 101 EaithQueHuntsvillo AL 165_323Sm 443^251-929-3804 Lisa Cole 975 Airport Road, Suite A-4 Huntsville AL 35802 256-881-1163 Craie Fiddler 6290 University Drive Huntsville AL 35806 256-217-1933 Ed Fusaiotti 310-B S. University Blvd. Mobile AL 36609 251-341-0605 Ed Fusaiotti 2029-D Airport Road Mobile AL 36606 251-479-5464 Pollyanna Crawford 720 Schillinger Road S Mobile AL 36695 251-633-9033 Clav Koenie 3057 Dauohin St. Mobile AL 36606 251 287-2023 Essence Phenix 7026 East Chase Pkwy. Montgomery AL 36117 334-356-5621 Chris Bowman 1932 Highway 31 South Pelham AL 35244 205-402-9993 Christopher McFarlandWe 205 319 Hondoroon 115 15th Street E.I097 Industrial Pkwv. AL 4734251-675-9003 Lee Henderson 401 5th Ave. Tuscaloosa AL 35401354*6 205-348-4695 Lee HendersonEssence Phenix 1403 University Blvd., Suite 1 Tuscaloosa AL 35401 205-462-3664 Donald Stobaugh 985 Carson Cove, Suite D Conway AR 72034 501-336-9555 Paul Alfonso University of Houston Downtown ,1 Main Street Houston TX 77002 713 221 8235 Paul Alfonso 3801 Cullcn Blvd. U of H University Contor Satellite Houston TX 77004 713 713 2726 Houston fX 77004 Salman Ratnny 2617 D W. Holcombo Blvd. Houston TX 77025 713 661 1663 Tim Tran 14549 Memorial Drive Houston TX 77079 281-493-3711 Dave McMahon 913 Westheimer Houston TX 77006 713-520-5090 Dave McMahon 3007 S. Sheoherd Drive Houston TX 77098 713-521.2220

Smoothie King 2014-2015 A-27 Dave McMahon 9703 Westheimer Rd.. Suite C Houston TX 77042 713-334-0033 TJ Patel 5161 San Felipe, Suite 160 Houston TX 77056 713-626-4062 Salman Ratanv 2617-DW. HolcombeBlvd. Houston TX 77025 713-661-1663 Dave McMahon 3651 Weslavan Houston TX 77027 713-627-3866 Dave McMahon 5770 Hollister Street Houston TX 77040 713-462-7086 Paul Alfonso University of Houston - Downtown. 1 Main Street Houston TX 77002 713-221-8235 Paul Alfonso 3801 Cullen Blvd.. U of H University Center Satellite Houston TX 77004 713-743-2726 Dave McMahon 1500 E. Memorial Loop Drive Houston TX 77007 713-869-5050 Dave McMahon 6020 Westheimer Houston TX 77057 713-785-5464 Dave McMahon 562 Meverland Plaza Houston TX 77096 713-349-8300 Dave McMahon 10201-A Katy Fwv.. Suite 300 Houston TX 77024 713-461-3387 Abdallah Shanti 12132 Greenspoint Dr. Houston IX 77060 281-874-0384 Paul Alfonso Univ. of Houston Recreation Center. 4500 University Dr. Houston IX 77004 713-743-1688 Daniel Chen 815 Walker St.. Suite T 06 Houston IX 77002 713-227-1889 MD Anderson Cancer Center DininK Services - 1515 Holcombe Blvd. Houston IX 77030 713-792-7162 Niki Smith Rvans 5535 Memorial Drive. Suite F. Houston IX 77007 832-673-0101 Kelly Kelso 9220-A Hwv. 6 South Houston TX 77083 281-498-1308 Daniel Chen 1001 Fannin St. Houston TX 77002 713-651-0172 Danon Garrett 6586 Woodway Drive Houston IX 77057 713-467-0500 Aaron Smith 5015 Westheimer Blvd., GalleriaJVWl Houston IX 77056 713-840-0077 Dave McMahon 1340 North Frv Road Houston TX 77084 281-578-8300 Michelle Dukler Houston Bush Intercontinental Airport - Terminal B Houston TX 77332 281-230-3493 Franchisee Address Citv ST Zip Phone Georee Walker 1923 Taylor St. Houston TX 77007 713-869-5056 Lvndell Cocshell 12710 Westlake Houston Pkwv.. Suite G Houston TX 77044 281-459-9942 Dave McMahon 3007 S. Shepherd Drive Houston TX 77098 713-521-2220 Dave McMahon 850 FM1960 W Houston TX 77090 281-880-8686

SmoothieKing 2014-2015 A-28 Dave McMahon 19717 Eastex Freeway Humble TX 77338 281-446-4416 Laura Thomason 1328 Sam Houston Ave. Huntsville TX 77340 936-291-2400 Jeremy Bankes 1316 West Pipeline Road Hurst TX 76053 817-595-7690 Femi Ayeni 7707 N. MoArthur Blvd #110 Irving TX 75063 2H 613 2277 Joe Moon 5000 Katy Mills Circle Kety TX 77494 281 571 7001 Walter Puzyk 890 South Mason Rd. #D Katy TX 77450 281-395-6890 Joe Moon 5000 Katv Mills Circle Katv TX 77494 281-574-7001 Jeremy Bankes 535 Keller Pkwy. Keller TX 76248 817-337-6074 Andres Ballesteros 4373 Kingwood Dr. Kingwood TX 77339 281-361-7878 Miguel Rodriguez 1408 E. Delmar Blvd., Suite 4A Laredo TX 78041 956-726-5550 Adrianne Chang YMCA - 1700 League City Parkway, YMCA League City TX 77573 281-332-6846 Robin Daniels 2660 Marina Bay Drive, Suite 101 League City TX 77573 281-334-7888 Avesha Oavum 1620 WFM 646 Road. Suite G League Citv TX 77573 832-340-7334 Hetal Patel 500 E. Round Grove Rd., Suite 305 Lewisville TX 75067 972-3! 5-9755 Matt McKinney 530 E. Loop 281 Longview TX 75605 903-753-4300 Tim Meade 3723 19th Street Lubbock TX 79410 806-785-5464 Kathy Brown 4505 S. Medford Dr., SteSuite 209 Lufkin TX 75901 936-632-5464 Dale BairdBewd Gellner 104A S. LHS Drive Lumberton TX 77657 409-755-1660 Dave McMahon 6627 P.M. 1488, Suite 207 Magnolia TX 77354 281-259-3828 Julio Torres 1920 Eldorado Pkwy^Stev., Suite 700 McKinney TX 75069 972-548-7111 Debra Royal 1 2200 Wadley DfrrDrive, Suite 17 Midland TX 79705 432-686-2665 Ricardo Anderson 15260 Hwy. 105 W^ Suite 132 Montgomery TX 77356 936-588-6559 Matt McKinney 2417 North Street Nacogdoches TX 75965 936-559-5464 David Gellner 1033 Nederland AveAvenue Nederland TX 77627 409-237-5283 Ihsan Shanti 5861 Fairmont Pkwy. Pasadena TX 77505 281-991-7899 Franchisee Address Citv ST Zip Phone Doug Mulvaney 11037 Shadow Creek Pkwy^ Suite 115 Pearl and TX 77584 713-340-2691

Smoothie King 2014-2015 A-29 Jayesh Desai 6009 W. Parker Rd., #141 Piano TX 75093 972-378-9950 Scott Kilburn 4701 West Park Blvd^ Suite 106 Piano TX 75093 972-398-1107 Zohreh Abadi 342 W. Campbell Road. Richardson TX 75080 972-699-1039 Mark Cole 718 East Interstate Hwy. 30 Rockwall TX 75087 972-722-5840 Luis Quijano 150 Sundance Pkwy. #200 Round Rock TX 78664 512-600-5464 CharlosSharon 210-6*4- Heausler 1141 N Loon 1604 East # 1061 Mil Bandera Rd., Suite 107 San Antonio TX 7825878350 &&00545-2426 Charles HeauslenbeaW 210-545- Beiby 11411 Bandera Road, Suite 1071111 N Loop 1601 Eaot#l06 San Antonio TX zazsozaas* 2426684-8800 JefftWJerrv Bailey 6900 N. Loop 1604 W., University Rec Center San Antonio TX 78249 210-458-6471 John Peace Library, Univ.Universitv of Texas San Antonio - JeraWJerrv Bailey John Peace Library San Antonio TX 78249 210-233-3514 Thomas Breslin 2707 E. Southlake Blvd., Suite 150 Southlake TX 76092 817-488-7733 Dave McMahon 314 Sawdust Road, Suite 103 Spring TX 77380 281-465-8807 Frank Mazharian 7312 Louetta Road Spring TX 77379 281-251-0799 Dave McMahon 3303 South Hwv. 6, Suite A Sugar Land TX 77478 281-265-7600 Ali Shah 14111 S.W. Freeway Sugar Land TX 77478 281-494-5999 Dave McMahon 3303 South Hwy 6, Sto. A Sugar Land TX 7747$ 381 265 7600 Tanweer Ahmad 5022 H-WYHwv. 90 A East-Ste, Suite R Sugarland TX 77478 281-240-6451 Dave McMahon 1440-B Lake Woodlands Drive The Woodlands TX 77381 281-419-1338 Dave McMahon 28165 Tomball Pkwy. Tomball TX 77375 281-516-3835 Matt McKinney 1819 Troup Hwy. Tyk* TX 747# 903 597 5464 Wilbur McKinney 4502 S. Broadway Tyler TX 75703 903-939-2033 Matt McKinnev 1849 Trouo Hwv. Tvier TX 75701 903-597-5464 Adrianne Chang 3144 FM 528, Suite 3144 Webster TX 77598 281-996-5300 Adrianne Chang 19431 Gatebrook Drive #1 Webster TX 77598 281-557-1380 Michael Muse 1438 E Main StStreet, Suite 100 Lehi UT 84043 801-766-3226 Donald Lacoste 6920-K Bradlick Circle Annandale VA 22003 703-462-9639

Smoothie King 2014-2015 A-30 Thomas Hughes 1101 S. Joyce St., Suite B-9, Pentagon Row Shopping Center Arlington VA 22202 703-414-7832 Ed Bucaj 44260 Ice Rink Plaza, Suite 108 Ashburn VA 20147 703-858-4661 Dan Stendig 945-B Emmet Street Charlottesville VA 22903 434-295-8502 Franchisee Address Citv ST Zip Phone Dan Stendig 1980 Abbey Rd. Charlottesville VA 22903 434-975-5464 Donald Lacoste 10342 Main Street Fairfax VA 22030 703-218-1826 Vincent Riggi 10871 West Broad St. Glen Allen VA 23060 804-290-4480 Dan Stendig 1645 Reservoir Street, Suite 120(B) Harrisonburg VA 22801 540-438-8348 Stephen Mistretta 120 D Simons Run Lynchburg VA 24502 434-832-0777 Vincent Riggi 3152 West Gary Street Richmond VA 23221 804-355-9934 Vincent Riggi 1211 West Broad St. Richmond VA 23220 804-257-5510 Rocky Starleigh 638 Brandon Avenue SW Roanoke VA 24015 540-343-0340 Steve Kosnick 2980 Cahill Main Madison Wl 53711 608-278-1776

Smoothie King 2014-2015 A-31 Franchise Agreements Signed but Stores Not Open as of December 31,20+22013

Store Franchisee Address City State Zip Phone 251 981 COMING SOON to 199 Baldwin Square2110 Fair Park +370870-761- Blvd. ALAR 72401445* 8969 251 436 3S26305-221- EgDjingCOMING SOON to 1097 Industrial Pkwy ALFL ##4. 5152 Fausto Faraldo Pending Dade County FL 305-221-5152

COMIMO SOON tn 'Ml Ri-nynr^^O'* F OilrlmH Pirl- sas^asr Smoothie Kim Co.. KnintQ/: Blvd. FL #43233306 Jerald McGrath Pending Gainesville FL 352-624-4001 Fausto Faraldo COMING SOON to 15366N.W. 79 Ct. Miami Lakes ¥h 305 221 5152 Antonio De La Maza COMING SOON to 11399 South Dixie Hwy Miami FL 3*444 305 598 7001 Michael Fili Pending Hialeah FL 305-297-2669 Smoothie King Co.. Inc. COMING SOON to Dolphin Mall Miami FL 33172 985-635-6973 Smoothie King Co., Inc. Pendine Miami FL 33126 985-635-6973 Jaime Maussan PfindillgCOMING SOON to 9690 N.W. 41st St. MiamiBem* FL ^44% 305-220-5464 Mannv Dobal COMING SOON to 244 Biscayne Blvd. Miami FL 33132 305-661-5464 Richard Van Alnhen Pendine Orlando FL 407-403-6428 Christine Kraus Pendine Palm Coast FL 386-93!-4953 Dannv Johnson COMING SOON to 1791 E. Nine Mile Rd. Pensacola FL 32514 850-473-8888 Timothy Edwards Pending Ponte Vedra FL 904-230-3193 COMING SOON to The Mall at University Town Smoothie King Co., Inc. Center Sarasota FL 985-635-6973 Christonher Thomas Pending Sarasota FL 941-727-9242 Terry Pridemore Pending Sarasota FL 941-492-3225 Merle Need Pending Seffner FL 813-598-1971 Clav Koenie COMING SOON to 1603 West Tennessee Street Tallahassee FL 32304 251-287-2023

SmoothieKing 2014-2015 A-32 Store Franchisee Address City State Zip Phone Brad Matherne Pending Tampa FL 813-341-6659 Carla Desormot-Saintil Pending Atlanta GA 404-228-7230 Emanuel Spurlock Pending Atlanta Metro GA 404-539-4395 770 814 3^3706-494- Dean KingSandcn Androsvo Pending GA 8770 Jeremy Pate COMING SOON to 3219 N Oak Street Extension Valdosta GA 31603 229-563-3221 Lauren Schrimsher Pending Granger IN 513-520-5353 Neil Bhakta Pending Wichita KS 316-721-2233 Jeri Ginn COMING SOON to 4050 Ft. Campbell Blvd. Hopkinsville KY 42240 290-235-2818 504 245 Baton RoueeWew 44^225-673- Pendinge**dw*s LA 9143 Sean Cangelosi Pending Baton Rouee LA 225-267-5464 Thad Allemand COMING SOON to Grand Caillou Rd. Houma LA 985-851-3313 Mark Knight Pending Lafayette LA 337-993-9963 Mark Knight Pending Lafayette LA 337-993-9963 Robert Israel COMING SOON to 224 230 N Carrollton Ave LA 504 734 1442 Thad Allemand Pending New Iberia LA 985-851-3313 Roger Wilder COMING SOON to 1618 North Airline Hwy Conjqloo hA 30*3 225 271 8019 Brett Lawson COMING SOON to Westside Shopping Center hA 504 236 0558 Robbie Bankston COMING SOON to Florida St. Mandeville hA 985 635 6073 Sean Cangelosi COMING SOON to Harding Blvd. hA 225 267 5464 504-&37- New Orleans LA W444 4020245-1133 Bradlev Walker Pending Shreveport LA 318-251-8181 318 347 4584. Eric Gibbs Pending Bossier CitvShreveport LA 213-6016 Romica Brashear Pending Anne Arundel County MD 410-451-4519

Smoothie King 2014-2015 A-33 Store Franchisee Address City State Zip Phone Tonya Brieham Pendine Prince George's County MD 202-302-0981 Marc McDaniel Pendine Severna Park MD 410-729-4013 Joe Cali Pendine Kansas Citv MO 816-746-5464 985 519 Nick TamporelloCeasar COMING SOON to 1314 Hi eh way Kl HI Viotop II 3779636-459- Villesas aw? O'FallonMori-an City LAMO 6336620#0 8823 Robert Edwards Pendine South County MO 314-616-5170 410 110 4290636-947- Minseok YuRobert Dodd COMING SOON to 920 5th Streets 1 EaotPort Avo. MDMO 63301^4^ 0753 Sandy Donley Pendine St. Louis MO 573-335-6400 David Donley Pendine St. Louis MO 573-335-6400 901 550 Wit 11 i mm \ ifnJ-U ifT~^oT/1 A (\AC -WIIIIUIli lVIall\\bLJdv\U Trauterman COMING SOON to 1226 Olive St.4867 Mexico Road St. LetHsPeters MO 6340363376 1321 816 241 44243! 4-835- Joe-GaUSteven Geschke Pending ; WildwoodKanono City MO 4465 Larry Sellers Pending MS 601-264-1131 251-287- 2023601 605 Jason RobertsClay Koenie Pending StarkvitteBiloxi MS WW 769-257- HAOIZfW CCiZ Perry Pending JaekseftBrandon MS 60# Bert Wilkinson COMING SOON to 1220 E. Northside DrivePWme Jackson MS 39211 601-952-0400 Richard (Clav) Perry Pending Jackson MS 769-257-7483 Kimborlv MasokJohn O'Neil 601-485- Johnson III Pending LmeWmMeridian NEMS 601-485- Brian FieldsJohn O'Neil 1620733 239 Johnson III Pending Long BranohMeridian NJMS

Smoothie King 2014-2015 A-34 Store Franchisee Address City State Zip Phone Jason Roberts Pendine Southaven MS 601-605-6001 Jason Roberts Pendine Starkville MS 601-605-6001 Jennifer Clausen Pendine Greensboro NC 336-285-9372 Bradlev Antonoff COMING SOON to 208 Postage Way Indian Trail NC 28079 704-752-5031 Ouamisha Palmer Nelson COMING SOON to 460 Western Blvd. Jacksonville NC 28546 910-381-0920 Dennis Duean Pendine Omaha NE 402-650-1410 Steven Gottlieb COMING SOON to 121 Chambers Bridge Rd.Pendine Bricktown NJ 732-741-7020 201 181 Keith StickelBrandon 449+908-359- Shamy COMING SOON to 3100 Quakerbridge Rd. #18Pending MeroervilleBridgewater NJ S6+9 6665 Brian Fields Pendine Lone Branch NJ 732-229-6750 911 137 COMINn SOON tn Wr-trhr-trr PirW HilHSSft F Tnincnc nrt /U I VJVJ-JZV- Simpson Main Street YonkersFarmineton N¥NM 4474487401 5538 Stephen Lund Ponding University of Cincinnati" Cincinnati OH 513 528 1539 937-434- ErieLynne Fierce-French COMING SOON to 3510 Pentagon Blvd.Pending OH 45434 4444429-0779 Krioton Lamb COMING SOON to 3113 South Eaglo Road PA 262 392 5030 Newtown Brad Liermann COMING SOON to 20 North Newtown Street RdrRoad TownshipSquare PA 267-315-2001 Brad Liermann pendine Philadelphia PA 267-315-2001 Pat (Pasquale) Rocca Pendine Bluffton SC 912-354-3755 Mark Faust Pending GroenvilloCherrvdale SC 864-271-1921 Michael McNultv Pendine Clemson SC 846-784-8187 Kenneth Sheets COMING SOON to 2000 Hwv 160. Suite 111 Ft. Mill SC 29708 803-548-1946 Barry Smith COMING SOON to 1101 Nashville Pike Gallatin TN 37066 615-557-2070 901-454- Malcolm Jackson COMING SOON to 3586 Riverdale RdrRoad Memphis TN 38115 7644308-1351 Tracy Oakley Pendine Memphis TN 901-372-7033 Brandi Sevieri COMING SOON to 2943 G Church Street. Suite B Murfressboro TN 37127 615-625-3982

SmoothieKing 2014-2015 A-35 Store Franchisee Address City State Zip Phone Frank Mazharian Pending Houston TX 281-469-7742 Jeremy Bankes pending Arlington TX 817-595-7690 Roeer Grimm Pendine Boerne TX Unknown Paul Carter Pendine Clear Lake TX 281-470-9120 Larry Pearce Pending Colleyville TX 817-847-8083 Joe Moon Pendine CooDerfield TX 281-574-7001 Paul Carter COMING SOON to 8015 Soencer Hiehwav. Suite B Deer Park TX 77536 281-470-9120 Scott Kilburn Pendine Frisco TX 214-872-1660 Syed Ali COMING SOON to 9102 West Sam Houston Pkwv. N Houston TX 77064 281-235-3808 Joe Moon COMING SOON to 1901 N. Shepherd Drive Houston TX 99008 281-574-7001 Dave McMahon pendine Houston TX 713-952-9900 281 758 2432713-869- George Walker Pending Houston TX 5056 Cindy Paul in COMING SOON to 7203 Atascocita Road. Suite E Humble TX 77346 281-570-2689 504 208 TTTQIOl A CO 7228251-459- Coeshell Pending TX Fort WorthHumble TX 9942 Mieuel Rodriguez Pendine Laredo TX 956-726-5550 Michael (Britt) Sweat COMING SOON to 4770 State Hwv. 121 Lewisville TX 75056 903-521-2471 Fern Carty Pendine Pearland TX 404-668-1204 Charles Heausler Pendine San Antonio TX 210-545-2426 Joseph Anderson Pending San Marcos TX 713-521-2270 Christonher (Kit) Luebs Pending Spring TX 28!-323-4542

Smoothie King 2014-2015 A-36 EXHIBIT B

LIST OF FORMER FRANCHISEES SMOOTHIE KING UNIFORM FRANCHISING DISCLOSURE DOCUMENT EXHIBIT B

This is a list of the names, cities, states and telephone numbers of each Smoothie King franchisee whose franchise agreement has, between January 1, 2G+32013, and December 31, 30132013, been terminated, cancelled, not renewed, or who has, during the same time period, otherwise voluntarily or involuntarily ceased to do business, or who has not communicated with us within 10 weeks of the date of this disclosure document. If you buy this franchise, your contact information may be disclosed to other buyers when you leave the franchise system.

TRANSFERRED STORES As of December 31,20122013

Former Franchisee City State Phone 256 881 1163205-393- Lee HendersonLisn Colo TuscalQQsaHuntsville AL 4929 941 321 3269202-216- Hunter Talbotlohn Im Bradenton Washington FLDC 0699 Cape Coral Panama Citv 239 275 6749985-845- Nasser NauraGary Guidry Beach FL 2211 David Surface Jaoltoonvillo FL 904 355 1831 Mike Giovio Orlando PL 107 380 3333 Justin Clark Tampa Ft 813 250 3888 Nirav GhandiTerrance Thornton Johns CreekDecatur GA 678-417 9015518-8400 912 272 1875770-205- YkLLeRobyn Glisson SavannahGainesville GA 0991 Robyn Glisson Savannah GA 912 272 1875 Cheryl Long 4We GA 678 615 2636 Robert Israel Char loo Lacoste LafayetteBelle Chasse LA 504-130 0338734-1442 San jay Biswas Metairie LA 561-222-9801 CharloG LacostoGregory Ferro Lake CharlesMetairie LA 504-430-033*309-3232 601 736 5367985-351- Buddy BellKevin Kemp, Sr. ©xferdPonchato u I a MSLA 6841 919 785 3253985-788- H. Michael ColtrainDucre RaleighSlidell NGLA 6604 Himanshu PatelH. Michael 423 199 6059985-788- Ducre iSlidell TOLA 6604 123 902 1803816-216- John HangsteferGosse HixseftKansas Citv TNMO 6311 931 520 3111601-551- lAndy Redut MurfreesboroMcComb TOMS 0457 972 572 1218109-899- David GellnerKatrice Rand LumbertonArlington TX 1660 211 336 0700210-458- Jerald BaileyGail Branaugh PlaneSan Antonio TX 6471 Samir Shah Southlake TX 611 316 501: Brad Lepp Ashburn VA 107 381 2900

Smoothie King 2014-2015 B-l STORES CLOSED As of December 31, 20132013

Store Franchisee City State Phone Lee Henderson Tuscaloosa AL 205-348-4695 Gravlin Schultheis. Sr. Hot Springs AR 501-262-4658 J Michael StanleyNkselas 602 300 9008480- Smith Scottsdale AZ 794-0970 Vincent ScarsbrookCarl Colorado SpringsSan 719 181 6846858- Mikeska Marcos COCA 486-2204 615 156 8115305- Nelson PerezJeffrey Ponchillia DurangoMiami GGFL 854-2379 813-309 5777926- Atif KhanThomas Eckel QldsniarTampa FL 0700 863 647 9602954- Randv WolpinJapon Hutto LakolandPlantation FL 804-4392 MiramorWest Palm 850 685 3811305- Vincc WalkcrHans Neuman Beach FL 740-8000 Anthony D'AgostinoMichelle 239 262 6111718- Dukler AtlantaNapte FLGA 917-6405 Jason Williams Indianapolis IN 317-247-9329 John Lopp Jeffersonville IN 812-945-0835 Troy Robinson Hays ICS 785-623-0050 Michelle Dukler Burlinfiton KY 718-917-6405 Michelle Dukler Burlington KY 718-917-6405 Mike Armstrong Owensboro KY 270-926-9073 Andrea Lachin Germantown MD 301-515-5464 Eli Kimel Kensington MD 301-656-3431 Hunter TalbotMatthew 941 321 3269704- Whallev Pert-Charlotte FLNC 362-3112 PrintoQ DuncanMichelle 770 593 1410718- Dukler ConyorsNew York GANY 917-6405 Trevor Ros: Athens GA 706 208 8724 David Line Urban a 4L 217 351 0800 Adam Dohm Belleville IL 618 980 7627 Frank Clark Springfield MO 117 877 8590 Vinay Arora Canton OH 832 321 5478 865-523 3111470- TemThomas Marine Alcoafe 4Ue TN 2888 Alfredo F. GarzaMichael 956 125 2591512- Morrow AustinMcAllen TX 892-5464 801 458 1812713- Kami CallAaron Smith QgdeftHouston UTTX 840-0077 Femi Ayeni Irving TX 214-754-9975

Smoothie King 2014-2015 B-2 FRANCHISE AGREEMENT TERMINATED - UNIT NEVER OPENED As of December 31, 20132013

Store Franchisee City State Phone 951 536 9639972- Dana RomeoZohreh Abadi Riverside DallasGity GATX 699-1039 Eduardo Pazos FL 305 228 1394 Seth Petruzelli Orlando FL 407 774 5464 Maurice Florence GA 678 764 0025 Glcnda Hatohott Atlanta GA 404 831 2322 Roy Noble Lexington KY 256 759 4575 Sunil bulla Weston MA 781 237 5687 Lois Langloy Mecklenburg County NG 800 398 9883 Craig Rochollo Yonkers NY 914 318 9905

Smoothie King 2014-2015 B-3 EXHIBIT C

AUDITED FINANCIALS NEW

SKUSA, INC. AND SUBSIDIARIES AND PREDECESSOR SMOOTHIE KING SYSTEMS. INC.

CONSOLIDATED FINANCIAL REPORT

DECEMBER 31. 2013

Postlethwaite & Netterville A Profeisional Accounting Corporation www.pncpa.com SKUSA, INC. AND SUBSIDIARIES AND PREDECESSOR SMOOTHIE KING SYSTEMS, INC.

CONSOLIDATED FINANCIAL REPORT

DECEMBER 31,2013 TABLE OF CONTENTS

Page

INDEPENDENT AUDITORS' REPORT 1 _2

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets 3 _ 4

Consolidated Statements of Operations 5

Consolidated Statements of Stockholder's Equity 6

Consolidated Statements of Cash Flows 7

Notes to Consolidated Financial Statements 8-18 Postlethwaite & Netterville

A Professional Accounting Corporalion Associated Offices in Principal Ciliei of the United Stales

www.pncpa.com

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholder of SKUSA, Inc. Metairie, Louisiana

We have audited the accompanying consolidated balance sheets of SK USA, Inc., and subsidiaries (collectively "the Company") as of December 31, 2013 and 2012 and the related consolidated statements of operations, stockholder's equity, and cash flows for the year ended December 31,2013 and for the period July 7,2012 to December 31, 2012, and the related notes to the consolidated financial statements. We have also audited the related consolidated statements of operations and cash flows for the period January 1,2012 to July 6,2012 of Smoothie King Systems, Inc. (the "Predecessor Company"), and the related notes to the consolidated financial statements.

Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America. This includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraudo r error.

Auditors' Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraudo r error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation ofthe financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as" well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

30th Floor - Energy Centre • 1100 Poydras Street • New Orleans, LA 70163-3000 • Tel: 504.569.2978 One Galleria Blvd., Suite 2100 • Metairie, LA 70001 • Tel: 504.837.5990 • Fax: 504.834.3609 Opinion In onr option, the consohdatedfman^ the financial position ofSK USA, Ine.^ their operations and their cash fiowstbrtheyearendedDeeemher^t,2013 andtbrtheper^ December 31, 2012 in eontbrmity with accounting principles generally accepted in th^ America. Also, in onr opinion, the consolidated financial statements ofthe Predecessor Company present tairly,mall material respects, its results ofits operations and Its cash fiowstbrthe period 3uly^20l2

OtherMatter As discussedinNote3to the financialstatements,Smoothi e King Systems, h^c.wasacquiredefiectiveJul^ 2012. The transaction was accounted tor using the acquisition method ofaccounting whereby the purchase price was allocated to the assets acquired and liabilities assumed based on their respectively valu^ Accordingly, the consolidated balance sheet and related consolidated statements ofoperations, changes in stocld^older^sequity,and cash fiows of thePredecessor Company tor the periods reterredtointhe first paragraph ofthis report are not comparable with those presented tor the Company.

^^^^^^^

Metairie, Louisiana Pebr^ary 7,2014

^ SK USA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2013 AND 2012

ASSETS

2013 2012 CURRENT ASSETS Cash and cash equivalents $ 2,688,667 $ 5,627,830 Restricted cash 1,587,694 1,332,602 Receivables: Trade, net of allowance for doubtful a, 3 and $40,366 at December 31,2012 827,429 1,159,920 Franchisee reimbursements 1,198,683 - Other 758,282 66,603 Inventories 154,257 75,961 Prepaids and other current assets 295,664 196,173 Deferred income taxes 125,065 341,718 Total current assets 7,635,741 8,800,807

PROPERTY AND EQUIPMENT. NET 3,069,870 985,384

OTHER Goodwill 27,686,140 27,154,113 Intangibles - net 15,375,715 15,704,476 Investments, less current portion 100,000 850,000 Other assets 59,463 42,952 Total other assets 43,221,318 43,751,541

TOTAL ASSETS $ 53,926,929 $ 53,537,732

The accompanying notes are an integral part of these statements. SK USA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2013 AND 2012

LIABILITIES AND STOCKHOLDER'S EQUITY

2013 2012 CURRENT LIABILITIES Accounts payable $ 693,800 $ 390,190 Accrued payroll and related expenses 95,257 96,967 Accrued expenses 1,981,501 2,480,993 Other current liabilties 956,551 956,551 Deferred franchiserevenu e 519,500 757,750 Total current liabilities 4,246,609 4,682,451

LONG TERM LIABILITIES Note payable to parent 20,050,000 Note payable to stockholder 4,772,998 4,075,726 Deferred income taxes 2,971,561 3,134,127 Total liabilities 11,991,168 31,942,304

STOCKHOLDER'S EQUITY Voting common stock, $.01 par value, 1,000,000 shares authorized, 20,579 shares issued and outstanding 206 100 Additional paid-in capital 39,389,476 19,341,002 Retained earnings 181,617 (71,500) Total SK USA, Inc. stockholder's equity 39,571,299 19,269,602 Noncontolling interest 2,364,462 2,325,826 Total equity 41,935,761 21,595,428

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 53,926,929 $ 53,537,732

The accompanying notes are an integral part of these statements. SK USA. INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Year ended December 31, 2012 2013 July 7-Dec 31 Jan 1-July 6 REVENUES (Sucessor) (Sucessor) (Predecessor) Royalty fees $ 11,242,069 4,811,257 5,991,985 Franchise, development and transfer fees 1,949,643 $ 396,278 J 388,436 Product sales 4,053,468 253,377 2*6,253 Total revenues 17,245,180 5,460,912 6,666,674

COST OF REVENUES Cost of product sales 1,154,327 69,342 92,154 General and administrative 13,470,609 3,740,136 5,948,808 Acquisition related costs 589,916 Depreciation and amortization 680,196 235,148 83,383 Total cost of revenues 15,305,132 4,634,542 6,124,345

Income from operations 1,940,048 826,370 542,329

OTHER INCOME (EXPENSES) Interest expense (1,371,692) (836,932) (405) Interest income 22,446 16,037 50,047 Other income, net 34,935 172,873 Total other income (expenses) (1,349,246) (785,960) 222,515

Income before income taxes 590,802 40,410 764,844

INCOME TAX EXPENSE (299,049) (42,352) (346,611)

CONSOLIDATED NET INCOME (LOSS) 291,753 (1,942) 418,233

NET INCOME ATTRIBUTABLE TO NON CONTROLLING INTEREST 38,636 69,558

NET INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 253,117 % (71,500) $ 418.233

The accompanying notes are an integral part of these statements. $K VgA.^'CA^PgVBglDIARjE?

CONSOLIDATED STATEMEIVT^ QF gTOCKHQlPER'S EQUITY

Additional Less: Cost of •SucMJor; Common Stock Paid-in Noncontrolling Retained Treasury Voting Non-Voting Capital Interest Earnings Stock Total BALANCES. JANUARY I. 2012 7,274- 13,000 1,073,417 . 6,779,499 (2,163,894) 5,709,296

Net income 418,233 418,233 BALANCES. JULY 6. 2012 s 7,274 $ 13,000 $ 1,073,417 $ $ 7,197,732 $ (2,163,894) $ 6,127,529

Sucessor:

Issuance of common stock 100 19,999,900 2,256,268 - 22,256,268

Distribution - (658,898) - - (658,898)

Net income 69,558 (71,500) (1,942) BALANCES. DECEMBER 31. 2012 100 19,341,002 2,325,826 (71,500) 21,595,428

Issuance of common stock 106 20,048,474 - - 20,048,580

Net income 38,636 253,117 291,753 BALANCES. DECEMBER 31. 2013 $ 206 $ $ 39,389,476 $ 2,364,462 $ 181,617 $ $ 41,935,761

The accompanying notes are an integral part of these statements. SK USA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended December 31, 2012 2013 July 7-December 31 Ja -July 6 CASH FLOWS FROM OPERATING ACTIVITIES (Sucessor) (Sucessor) (Predecessor) Net income (loss) $ 291,753 $ (1,942) $ 418,233 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 680,196 235,148 83,383 Bad debt expense 15,100 (92,135) 55,167 Deferred income tax (benefit) expense 54,087 (103,480) (23,613) Imputed interest expense on stockholder note 697,272 334,309 . Changes in operating assets and liabilities: Receivables (1,572,971) 1,016,315 (539,698) Income tax receivable - 71,057 305,039 Inventories (60,262) (56,330) (3,661) Prepaid expenses (99,491) (53,264) 69,304 Accounts payable 294,877 19,708 (95,219) Accrued expenses (501,202) 1,430,648 (110,666) Deferred franchise revenue (238,250) (40,250) 83,300 Other assets (16,511) 155,255 (256,895) Net cash (used in) provided by operating activities (455,402) 2,915,039 (15,326) CASH FLOWS FROM INVESTING ACTIVITIES Change in restricted cash (255,092) (1,169,730) (85,724) Purchases of corporate stores net of cash acquired (541,328) Collections on notes receivable 22,006 Purchase of SKS and SKN net of cash acquired (34,799,666) Purchases of investments (750,000) Proceeds from sales of investments 750,000 3,000,000 Purchases of property and equipment (2,435,921) (730,921) (38.155) Net cash (used in) provided by investing activities (2,482,341) (36,678,311) 2,126,121 CASH FLOWS FROM FINANCING ACTIVITIES Payments on notes payable (1,420) Proceeds from notes payable 20,050,000 issuance of common stock 20,000,000 Principal payments on capital lease obligation (13,231) Distribution to shareholder V , 1 Net cash provided by (used in) financing activities (1/20) 39,391,102 (13,231)

Net change in cash and cash equivalents (2,939,163) 5,627,830 2,097,564

Cash and cash equivalents at beginning of year 5,627,830 - 1,838,902 Cash and cash equivalents at end of year $ 2,688,667 $ 5,627,830 $ 3,936,466

The accompanying notes are an integral part of these statements. SK USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of Business and Organization

SK USA, Inc. and subsidiaries (the "Company") operates and sells Smoothie King franchises and area development rights throughout the world. Smoothie King locations specialize in the preparation and sale of nutritional drinks and products. At December 31, 2013 and December 31, 2012, the Company included 663 and 623 franchised locations, respectively, and eleven and five locations, respectively, owned and operated by the Company.

On July 6, 2012, 95% of the shares of Smoothie King Systems, Inc. (the "Predecessor Company") were acquired by Smoothie King Korea ("SKK" or the "Parent") through its wholly owned subsidiary SK USA, Inc. Prior and subsequent to the acquisition, SKK operates franchised Smoothie King stores.

Due to the impact of acquisition accounting, the Company's consolidated financial statements and certain note presentations for the period ended December 31, 2012 are presented in two distinct periods to indicate the differences in comparability resulting from the transactions described in note 3 for the periods presented: (1) the periods up to and including the acquisition date (January 1,2012 to July 6,2012 "Predecessor") and (2) the period after that date (July 7, 2012 to December 31, 2012, labeled "Successor").

2. Summary of Significant Accounting Policies

a. Principles of Consolidation

The consolidated financial statements include the financial statements of the Company and its majority owned subsidiaries. Smoothie King Franchises, Inc., Smoothie King Company, Inc., Smoothie King Dallas, Inc., and its wholly owned subsidiary SKNutritionals, Inc. In the period prior to the acquisition the consolidated financial statements included the Predecessor Company and its three wholly-owned subsidiaries. Smoothie King Franchises, Inc., Smoothie King Company, Inc., and Smoothie King Dallas, Inc. In 2013, the Company dissolved Smoothie King Dallas, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

b. Cash Equivalents

For purposes of the consolidated statements of cash flows, the Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. At December 31, 2013 cash and cash equivalents exceeded FD1C limitations in the amount of $4,480,813.

c. Trade Accounts Receivable

Trade accounts receivable are stated at the amount management expects to collect from outstanding balances. Customer accounts are considered delinquent based upon contractual payment terms. Management provides for probable uncollectible amounts through a charge to earnings and a credit to a valuation allowance based on its assessment of the current status of individual accounts. Balances still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to trade accounts receivable. SK USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary of Significant Accounting Policies (continued)

d. Inventories

Inventories consist of frozen fruit, health food mixes, vitamins, and paper products for the Company owned stores and are valued at cost which is equal to or less than fair value.

e. Investments Investments consist of certificates of deposit. The investments are carried at cost which approximates fair value.

Management evaluates investments for other-than-temporary impairment annually. A decline in the fair value of investments that is deemed other-than-temporary is charged to earnings for a decline in value deemed to be credit related, and a new cost basis for the security is established. The decline in value attributed to non-credit related factors is recognized in other comprehensive income. Management has determined that there were no investments at December 31,2013, and December 31,2012 that were other than temporarily impaired.

f. Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line method over the estimated useful lives of the various classes of depreciable assets. Leasehold improvements are amortized based on the straight-line method over the shorter of the estimated useful lives of the improvements or the lease term. Expenditures of $500 or greater for renewals and betterment are capitalized. Expenditures for maintenance, repairs, and minor renewals are expensed as incurred.

The Company reviews its long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

g. Advertising Costs

Advertising costs are expensed as incurred. Advertising costs for the year ended December 31,2013 and the periods July 7, 2012 to December 31, 2012, and January 1, 2012 to July 6, 2012, were $309,026, $55,507, and $105,555, respectively. SKUSA^NC. AND SUBSIDIARIES

NOTESTOCONSOLIDATEDEINANCIALSTATEMENTS

2. Summary oISignilicanlAccountmg Ponies continued)

^ Income Taxes

Defe^cdtaxassetsand habile bctwccoêfinancialstatementca^mgamoootsofexistm^ bases. Dcêdtaxassctsandliabiîcsarcmeasuredusmge^ meomemtbeyearsmwbieb those temporary differences are expected^ The effect oo deterred tax assets and hahihtiesofachan^ that includes the enactment date.

Revenue Recognition for Company Owned Stores

The Company recognizes revenue from its company owned stores at the time ofsaies to customers.

^ Franchisee Deveiopment^Transler^and Royalty Fees

The Company sells franchiseagreement s within the United States wherehythe franchisees pay an in^ franchise fee upon executionofthefranchiseagreement.TheCompanyincursvariouscosts in providing services to the franchiseesmcludingestahlishmgth e sites,approvingf^nchisesiteleaseagreements,organizingfloorplans,trainingstafândo^^^ The Company expenses these costsas incurred. Priorto 2013, the Company recognized approximately 30% ofthe franchisefe e as revenue at the timeafranchise agreement was executed with the remainder recognizedatthetimethefranchise isopenedâtwhichtimes tothefranchiseearemetBeginningonJanuaryf,20âlifranchiseagreementshecamenonrefundahle. Additionally^theCompanychangedthenaturcandtimingoftheservicesperformedandrecognize^ ofthe franchise fees for agreements executed in 2013, with the remainder recognized at the time the franchise is opened, at which time substantially all ofthe Company^sohligations with the franchis^^ met.

Underthefranchiseagreements in the United States, theCompanygenerallyreceivesa5%to6% royalty fee based on the franchisees^ total monthly gross sales.

Agreements sold to parties for development outside ofthe United States are sold as master development agreements where an entire province or country is sold to one master group. The fee collected is nonrefundable. Certainagreementscontainoptionsforftrturefranchisepaymentsundercertainconditions. The Company recognizeslOO% of the fee as revenue when the agreement is executed.

Underthe franchise agreements outside ofthe United States, the Company generallyreceives an agreed upon royalty fee based on the franchisees total monthly gross sales.

TheCompanychargesatransferfeewhen an existing nutritional lifestyle center is fransferredt^ franchisee Thefransferfeeisusually 30% to 75%oftheinitial franchise fee, dependi^^ and othervariables.Thetransferfee is earned upon execution ofthe transferagreement, because thereat no further obligations to the new franchisee.

10 SK USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. Summary of Significant Accounting Policies (continued)

k. Use of Estimates

The presentation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date ofthe consolidated financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

1. Goodwill

Goodwill is tested for impairment annually as of December 31st or on an interim basis if events or circumstances indicate that the fair value of the asset has decreased below its carrying value. The Company performed a qualitative assessment of events and circumstances to determine whether it was more likely than not that the fair value of goodwill was less than its carrying amount. Based on this assessment, it was determined that it was not more likely than not that the fair value of goodwill was less than its carrying amount. As a result of this assessment, no impairment loss was recognized during the year ended December 31, 2013 and for the period July 7, 2012 to December 31, 2012. A significant amount of judgment was involved in performing these evaluations since the results are based on estimated future events.

m. Intangible Assets

Intangible assets consist of trademarks and franchise agreements. Trademarks are not subject to amortization and are tested for impairment annually (at year-end), or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company performed a qualitative assessment of events and circumstances to determine whether it was more likely than not that the fair value of its intangible assets was less than its carrying amount. Based on this assessment it was determined that it was not more likely than not that the fair value of the intangible assets was less than its carrying amount. As a result ofthis assessment, no impairment loss was recognized during the year ended December 31, 2013.

Franchise agreements have a useful life of 18 years based on the average contractual life ofthe agreements and renewals. No impairments were noted on the franchise agreements for the year ended December 31, 2013. Amortization expense was $328,761 and $156,724 for the year ended December 31,2013 and for the period July 7, 2012 to December 31, 2012, respectively.

11 SK USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. Acquisitions

During 2013, the Company acquired two corporate stores for cash and liabilities assumed that had previously been franchisees of the Company. The total aggregate purchase price for these stores was $541,328 and the goodwill recognized for these purchases was $532,027. The remaining net assets acquired primarily related to inventory and liabilities assumed.

On July 6, 2012, the Company acquired 95% of the outstanding shares of Smoothie King Systems, Inc. The purchase price was $45,125,368 which was comprised of $39,127,683 ofcash, a $6,500,000 note to the seller with a present value of $3,741,417, and $2,256,268 of residual equity to the seller. The Company incurred $20,500,000 of debt in association with the acquisition. The debt is included on the December 31, 2012 balance sheet as note payable to parent. As part ofthe transaction, the Company incurred acquisition related costs of $589,916 for the period July 7, 2012 to December 31, 2012.

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of the acquisition:

Cash $ 3,936,466 Other current assets 2,992,537 Property and equipment 332,887 Other non current assets 1,048,207 Intangible assets 15,861,200 Current liabilities (2,315,722) Other liabilities (22,328) Total identifiable net assets acquired 21,833,247 Deferred tax liability for $8,676,296 of taxable temporary differences (3,296,992) Goodwill 26,589,113 $ 45,125,368

The goodwill resulting from the acquisition reflects the value of the assembled workforce and potential synergies. Intangible assets include $9,943,507 for the value of the tradename and $5,917,693 for the value of existing franchise agreements.

Concurrent with the acquisition of Smoothie King Systems, Inc. the Company acquired 100% of the outstanding stock of SK Nutritionals for $630,000 ofcash. SK Nutritionals distributes private label nutritional products to Smoothie King store locations and was under common ownership with Smoothie King Systems, Inc. As a result of this transaction, the Company acquired $65,000 in cash and $565,000 of goodwill.

On December 18, 2012, the Company acquired four Smoothie King store locations from an entity that was 90% owned by a controlling shareholder of SKK, the sole stockholder of the Company. The carrying value of the net assets associated with the stores was $668,782, and the total purchase price was $1,327,680. The transaction was accounted for as an acquisition between entities under common control; therefore, the net assets acquired were recorded at their carrying value at the date of acquisition. The $658,898 excess purchase price over the carrying value of the net assets was accounted for as a distribution to shareholders for the period July 7, 2012 to December 31, 2012.

12 SK USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. Restricted Cash

The Company, as franchisor, acts as the agent for advertising funds. Funds contributed by franchisees to the advertising funds are used exclusively for advertising and promotional activities and are recorded in the accompanying balance sheets as a liability for which the specific costs are charged. The total restricted cash related to the advertising fund at December 31, 2013 and 2012 was $444,126 and $376,051, respectively.

During the acquisition, it was determined that a portion of the outstanding common stock ofthe Predecessor Company could not be located. As a result, the consideration attributable to those shares of stock was not distributed by the Company. The Company has restricted $956,551 of cash and recorded a related liability for these proceeds pending the location of the outstanding common stock.

The Company is participating in a cooperative endeavor agreement with the State of Louisiana. As part ofthe agreement, the state has agreed to provide certain incentives to the Company in exchange for meeting certain criteria related to the Company remaining in Louisiana including payroll benchmarks and cash held in escrow. Restricted cash related to this agreement at December 31, 2013 was $187,017.

5. Receivables From Franchisees

Included in Other Receivables at December 31,2013 is $ 1,198,683 due from franchisees of the Company. This amount relates to frozen strawberries purchased on behalf of the franchisees by the Company. The frozen strawberries were stored at an offsite location and were fully utilized by the franchiseesa s of December 31, 2013.

6. Cooperative Endeavor Agreement

The Company entered into a Cooperative Endeavor Agreement (the Agreement) with the state of Louisiana for the years 2013 -2017. The Agreement reimburses the Company up to $480,000 per year for costs incurred with maintaining certain payroll levels. Cost reimbursements are scheduled to occur within ninety days after year-end. The Agreement requires the Company to maintain its headquarters within the state of Louisiana and to maintain and create a certain amount of jobs at the Company's headquarters. As a result of this Agreement, the Company has recognized a receivable and a credit to general and administrative expenses for $480,000 as of December 31,2013 and for the year then ended.

7. Property and Equipment

Property and equipment consisted of the following at December 31:

Useful Life 2013 2012 Equipment 5-7 years $ 1,191,802 $ 376,854 Furniture and fixtures 5-7 years 235,312 34,736 Leasehold improvements 5 years 1,925,430 507,086 Automobiles 5 years 137,717 145,133 3,490,261 1,063,809 Accumulated depreciation (420,391) (78,425)

$ 3,069,870 $ 985,384

13 SK USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. Property and Equipment (continued)

Depreciation expense was $351,435, $78,425, and $83,383, for the year ended December 31,2013 and for the periods July 7, 2012 to December 31, 2012 and January 1,2012 to July 6, 2012, respectively.

8. Notes Payable

A summary of long-term debt as of December 31, 2013 and 2012 was as follows:

2013 2012 Note payable to Smoothie King Korea, a related party, bearing an interest rate of 5% payable

quarterly, due June 2022 $ . $ 20,050,000

Non-interest bearing note payable to non-controlling shareholder of Smoothie King Systems, with a face value of $6,500,000, due July 2017, presented net of accumulated discount based on 15% discount rate "j ' * 4,0 / J, /jiO Total Notes Payable 4,772,998 24,125,726 Less current portion Total long-term notes payable $ 4,772,998 $ 24,125,726

On August 31,2013, Smoothie King Korea, the parent company, exchanged the outstanding notes payable of $20,048,580 for equity.

The Company entered into a revolving line of credit with Whitney Bank for $3,500,000 during 2013 with a variable interest rate based on the Prime Rate but not less than 4% per annum, which has a maturity date of December 9, 2014. Any borrowings under the lines of credit are guaranteed by certain ofthe Company's members and certain of their personal property. The line of credit had a balance outstanding of $0 as of December 31,2013.

9. Income Taxes

The Company has adopted the guidance on uncertain tax positions mASC 740-Income Taxes. This guidance prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has reviewed its income tax positions and identified certain tax deductions or revenue deferrals that are not certain.

Significant management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against net deferred tax assets. In the event that actual results differ from these estimates or the Company adjusts these estimates in future periods, it may need to change its allowance, which could materially impact the Company's financial condition and results of operations.

14 SK USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. Income Taxes (continued)

The total amount of gross unrecognized tax benefit that if recognized would affect the effective tax rate was $121,000 at December 31, 2013 and 2012, respectively. The Company's policy with respect to potential penalties and interest is to record them as other expense and interest expense, respectively. The Company had $53,050 of accrued interest and penalties related tothe unrecognized tax benefits at December 31, 2013 and 2012, respectively. To the extent tax, interest, and penalties are not assessed with respect to uncertain tax positions in the future, amounts accrued will be reduced and reflected as a reduction of income tax expense, interest expense, or "other" expense.

Income tax expense related to continuing operations consisted of the following for the year ended December 31,2013:

Current Deferred Total Federal $ 219,118 $ 48,394 $ 267,512 State 25,844 5,693 31,537 Totals $ 244,962 $ 54,087 $ 299,049

Income tax expense (benefit) related to continuing operations consisted of the following for the period July 7, 2012 to December 31, 2012:

Current Deferred Total Federal $ 130,481 $ (92,587) $ 37,894 State 15,351 (10,893) 4,458 Totals $ 145,832 $ (103,480) $ 42,352

Income tax expense related to continuing operations consisted of the following for the period January 1, 2012 to July 6, 2012:

Current Deferred Total Federal $ 310,818 $ (21,128) $ 289,690 State 59,406 (2,485) 56,921 Totals $ 370,224 $ (23,613) $ 346,611

Income tax expense differed from amounts computed by applying the U.S. federal income tax rate of 34% to income before income taxes due to the following:

Year ended July 7,2012- January 1, December 31, December 31, 2012 - July 6, 2013 2012 2012 Computed "expected" tax expense $ 200,873 $ 13,739 $ 260,047 Change in income taxes resulting from: State income taxes, net of federal benefit 31,537 4,516 56,921 Expenses not deductible for tax purposes 66,639 19,938 29,643 Other 4,159 - $ 299,049 $ 42,352 $ 346,611

15 SK USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. Income Taxes (continued)

Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities. Significant components of the Company's deferred tax assets and liabilities as of December 31, 2013 were as follows:

Current Non-current Deferred franchise revenue $ 93,670 $ Allowance for doubtful accounts 13,436 Intangibles - (2,741,266) Accrued liabilities 17,959 Tax depreciation in excess of book amounts - (230,295) Net deferred tax assets (liabilities) $ 125,065 $ (2,971,561)

Significant components of the Company's deferred tax assets and liabilities as of December 31,2012 were as follows:

Current Non-current Deferred franchise revenue $ 287,945 $ Allowance for doubtful accounts 15,339 Intangibles - (3,131,158) Accrued liabilities 38,434 Tax depreciation in excess of book amounts - (2,969) Net deferred tax assets (liabilities) $ 341,718 $ (3,134,127)

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

16 SK USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. Advertising Funds

The Company promotes their brand by advertising in territories in which the franchisee stores are located. Advertising funds are managed by the Company by collecting required advertising contributions from franchisees and purchasing advertising and other market initiatives on behalf of all Smoothie King franchisees ("Advertising Fund"). Under the terms of the franchiseagreements , all Smoothie King franchisees are required to contribute up to 3% of weekly gross sales to the Advertising Fund. Contributions were 2% of their gross sales in 2013 and 2012. The Company does not record advertising contributions collected from the franchisees as revenues, or expenditures of these contributions as expenses. Amounts which are contributed to the ftind increase the restricted cash, whereas expenditures for advertising by the Company decrease the restricted cash balance. To the extent that franchiseecontribution s exceed Company expenditures on advertising expenses for a particular year, the excess contributions are recorded as a deferred advertising liability on the consolidated balance sheets. To the extent that Company expenditures on advertising expenses exceed the franchisee contributions for a particular year, the excess expenditures are recorded as other receivables on the consolidated balance sheets. At December 31, 2013 and 2012, the Company recorded other receivables of $54,592 and $22,200, respectively, for advertising expenses paid by the Company and due from the franchisees. During 2013 and 2012, the Company did not charge the Advertising Fund any administrative fees.

11. Related Party Transactions

The Company also has agreements with certain related parties who operate nutritional lifestyle centers that are licensed to use the Smoothie King trademark and sell smoothies and related products whereby the related parties are not required to pay royalty fees. Had the related parties been subject to royalty fees required by the standard franchise agreement, the Company would have earned additional royalty fees of $117,159, $46,991, and $71,053 for the year ended December 31,2013 and the periods July 7,2012 to December 31,2012, and January 1,2012 to July 6, 2012, respectively.

The Company subleases office space from a company owned by the non-controlling shareholder pursuant to a lease agreement classified as an operating lease. The lease expired on July 6, 2013.

Employees of Smoothie King Franchises, Inc. receive a preloaded King (Gift) Card with a value of $81.25 monthly. The team member is allowed to use that card for personal smoothie and supplement purchases. At December 31, 2013 and 2012 the outstanding liability for the value of unused King Cards was $117,566 and $93,155, respectively. These amounts are included in accrued expenses in the accompanying consolidated balance sheets.

On January 1, 2008, the Company entered into a 12 month management and consulting agreement with SK Nutritional Formulas, LLC ("SKN"), a company owned by its shareholders. In accordance with the agreement, the Company paid SKN $ 10,000 a month for its services. For the periods July 7, 2012 to December 31,2012, January 1, 2012 to July 6, 2012, the Company expensed $50,000 and $70,000, relating to this agreement, respectively. The agreement was terminated effective December 31, 2012. These amounts are included in general and administrative expenses in the accompanying consolidated statement of income.

17 SK USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12. Leases

The Company leases office, store, and warehouse space pursuant to lease agreements which are classified as operating leases. Rent expense was $864,490, $146,954, and $203,926, for the year ended December 31,2013 and the periods July 7, 2012 to December 31, 2012, and January 1, 2012 to July 6, 2012, respectively.

As of December 31,2013, future minimum lease payments under non-cancelable operating leases with initial terms in excess of one year are as follows:

2014 $ 1,593,944 2015 1,551,407 2016 1,499,531 2017 1,427,145 2018 695,809 Thereafter 1,039,641

13. Profit-Sharing Plan

The Company has a profit-sharing plan ("the Plan"). Employees are eligible to participate in the Plan on the first of the month immediately following the date on which they complete one year of service with the Company. Contributions under the Plan are discretionary and determined by management. The Company accrued contributions of approximately $91,028, $57,784, and $70,500, for year ended December 31,2013, and the periods July 7, 2012 to December 31, 2012 and January 1, 2012 to July 6, 2012, respectively.

14. Commitments and Contingencies

The Company is involved in various legal matters arising in the ordinary course ofbusiness. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's financial position or results of operations.

15. Supplemental Cash Flow Information

In 2013, the Company's parent exchanged note payable of $20,048,580 for equity. This transaction represents a non cash financing activity for the Company. In 2012, as part of the acquisition, the Company issued a note with a fair value of $3,741,417 that represents a non cash financing activity.

The Company paid cash for interest of $1,177,043, $0, and $405, during the year ended December 31,2013, and the periods July 7,2012 to December 31,2012, and January 1,2012 to July 6,2012, respectively, and paid cash for income taxes of $83,659, $0, and $0, during the year ended December 31,2013, and the periods July 7, 2012 to December 31, 2012, January 1,2012 to July 6, 2012,, respectively.

16. Subsequent Events

Management has evaluated subsequent events through the date that the financialstatement s were available to be issued, February 7, 2014, and determined that no other events occurred that require disclosure.

18 SKUSA, INC. AND SUBSIDIARIES AND PREDECESSOR SMOOTHIE KING SYSTEMS, INC.

CONSOLIDATED FINANCIAL REPORT

DECEMBER 31,2012 AND 2011 AND THE PERIODS JULY 7, 2012 TO DECEMBER 31, 2012 JANUARY 1, 2012 TO JULY 6, 2012 AND THE YEAR ENDED DECEMBER 31, 2011

Postlethwaite P&N & Netterville A Professional Accounting Corporation

www.pncpa.com SK USA, INC. AND SUBSIDIARIES AND PREDECESSOR SMOOTHIE KING SYSTEMS, INC.

CONSOLIDATED FINANCIAL REPORT

DECEMBER 31, 2012 AND 2011 AND THE PERIODS JULY 7,2012 TO DECEMBER 31,2012 JANUARY 1,2012 TO JULY 6,2012 AND THE YEAR ENDED DECEMBER 31,2011 TABLE OF CONTENTS

Page

INDEPENDENT AUDITORS' REPORT 1 -2

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets 3-4

Consolidated Statements of Operations 5

Consolidated Statements of Stockholder's Equity 6

Consolidated Statements of Cash Flows 7

Notes to Consolidated Financial Statements 8-19 Postlethwaite & Netterville

A Profeuional Accounting Corporofion Ajjociated Officej in Principal Cities of the United State* www.pncpa.com

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholder of SKUSA, Inc. Covington, Louisiana

We have audited the accompanying consolidated balance sheet of SK USA, Inc., and subsidiaries (collectively 'the Company") as of December 31,2012 and the related consolidated statement of operations, stockholder's equity, and cash flows for the period July 7, 2012 to December 31, 2012. We have also audited the consolidated balance sheet as of December 31, 2011 and the related consolidated statements of operations, stockholders' equity, and cash flows for the period January 1, 2012 to July 6, 2012 and for the year ended December 31, 2011 of Smoothie King Systems, Inc. (the "Predecessor Company").

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America. This includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraudo r error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraudo r error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation ofthe financialstatement s in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financialstatements .

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

1 30th Floor - Energy Centre • 1100 Poydras Street * New Orleans, LA 70163-3000 • Tel: 504.569.2978 One Galleria Blvd., Suite 2100 • Metairie, LA 70001 • Tel: 504.837.5990 • Fax: 504.834.3609 Opinion

In onr option, the consolidated fi^ the financial position of SK USA, Ine^^ operafions and its cashfiowsfortheperiodJnly7,20l2toOecemher3l,2012 in contor p^ciples generally acceptedin the UnitedStatesofAmericaAlso, in onropinion,thecons statements ofthe Predecessor Company present t^ly, in all material respects, its finance Oecemher3l,20tlandtheresnltsofitsoperationsanditscashfiowsfbrtheperiodJannaiy 2012 andtortheyearendedDecemher3I,2011

Othe^ Matter

As discussed in Note^to the financial statements, Smoothie King Systen^, Inc. was acqniredef^ctiv^ 2012 The transaction was accounted for using the acqnisifion method of accounting wherehy the pn^ price was allocated to theassets acquired and liabilities assumed hased on their respective^ Accordingly, the consolidated balance sheet and related consohdated statements ofoperations, changes in stocl^olders'equity,^d cash fiows of the Predecessor Company tor the periods referred to in the fi^ paragraph ofthis report are not comparable with those presented for the Company.

^^^^^^^

Metairie, Louisiana Februaryl8,2013

^ SK USA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31. 2012 AND 2011

ASSETS

2012 2011 CURRENT ASSETS (Successor) (Predecessor) Cash and cash cquivaJents $ 5,627,830 $ 1,838,902 Restricted cash 1,332,602 77,148 Receivables: Trade, net of allowance for doubtful accounts of $40,366 at December 31, 2012 and $138,210 at December 31,2011 1,159,920 890,510 Other 66,603 561,665 Income tax receivable - 376,096 Investments, current portion - 1,500,000 Inventories 75,961 15,970 Prepaids and other current assets 196,173 234,219 Deferred income taxes 341.718 419.106 Total current assets 8.800.807 5,913,616

PROPERTY AND EQUIPMENT, NET 985,384 378,115

OTHER Goodwill 27,154,113 Intangibles - net 15,704,476 - Investments, less current portion 850,000 1,600,000 Deferred income taxes Other assets 42,952 155,309 Total other assets 43,751,541 1,755,309

TOTAL ASSETS $ 53,537,732 S 8,047,040

The accompanying notes are an integral part of these statements. SK USA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31. 2012 AND 2011

LIABILITIES AND STOCKHOLDERS' EQUITY

2012 2011 CURRENT LIABILITIES (Successor) (Predecessor) Accounts payable $ 390,190 $ 302,572 Accrued payroll and related expenses 96,967 445,027 Accrued expenses 2,480,993 812,951 Other current liabilties 956,551 - Capita] lease obligation, current portion - 20,806 Deferred franchiserevenu e 757,750 714.700 Total current liabilities 4,682,451 2,296,056

LONG TERM LIABILITIES Note payable to parent 20,050,000 Note payable to stockholder 4,075,726 - Deferred income taxes 3,134,127 41,688 Total liabilities 31,942,304 2.337.744

STOCKHOLDERS' EQUITY Voting common stock, $.01 par value, 1,000,000 shares authorized, 10,000 shares issued and outstanding 100 Voting common stock, SI stated value, 3,000,000 shares authorized, 7.274 shares issued and outstanding - 7,274 Non-voting common stock, $4.33 stated value, 3,000,000 shares authorized, 4,218 issued at 2011 and 3,000 shares outstanding . 13,000 Additional paid-in capital 19,341,002 1,073,417 Retained earnings (71,500) 6,779,499 Treasury stock, 1,218 shares, at cost at December 31,2011 _ (2,163,894) Total SK USA. Inc. stockholders' equity 19,269,602 5,709,296 Noncontolling interest 2.325.826 - Total equity 21.595,428 5,709,296

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 53.537.732 $ 8,047,040

The accompanying notes are an integral pan of these statements. SK USA. INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Year coded 2012 December 31, July 7-Dec 31 Jan 1-July 6 2011 REVENUES (Sucessor) (Predecessor) (Predecessor) Franchise, development and transfer fees $ 396,278 $ 388,436 $ 921,704 Royalty fees 4,811,257 5,991,985 9,823,209 Product sales 253.377 286.253 464,734 Total revenues 5.460.912 6.666.674 11,209.647

COST OF REVENUES Cost of product sales 69,342 92,154 146,254 General and administrative 3,740,136 5,948,808 10,248,054 Acquisition related costs 589,916 Depreciation and amortization 235.148 83.383 184.824 Total cost of revenues 4,634,542 6,124.345 10,579,132

Income from operations 826,370 542.329 630.515

OTHER INCOME (EXPENSES) Interest expense (836,932) (405) (7284) Interest income 16,037 50,047 116,096 Other income, net 34,935 172.873 196,778 Total other income (785,960) 222,515 305.590

Income before income taxes 40,410 764,844 936,105

INCOME TAX EXPENSE (42.352) (346,611) (340.020)

CONSOLIDATED NET INCOME (1,942) 418,233 596,085

NET INCOME ATTRIBUTABLE TO NON CONTROLLING INTEREST 69,558 _

NET INCOME ATTRIBUTABLE TO PARENT S (71,500) $ 418,233 $ 596,085

The accompanying notes are an integral part of these statements. SK USA. INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

Addilional Less: Cost of Predecessor: Common Stock Paid-in Noncontrolling Retained Treasury Voting Non-Voting Capital Interest Earnings Stock Total BALANCES. JANUARY 1.2011 $ 7,274 13,000 598,150 - 6,183,414 (810,925) 5,990,913

Issuance of common stock - 2,390 (1,390) - - - 1,000

Repurchase of common slock - (2,390) - - - (1,352,969) (1,355,359)

Tax benefit of stock option exercise - - 476,657 - - - 476,657

Net income _ . 596,085 - 596,085 BALANCES, DECEMBER 31, 2011 7,274 13,000 1,073,417 . 6,779,499 (2,163,894) 5,709,296

Net income 418,233 418,233 BALANCES. Julv 6. 2012 $ 7,274 $ 13,000 $ 1,073,417 $ $ 7,197,732 $ (2.163,894) $ 6,127,529

Sucessor:

Issuance of common stock 100 - 19,999,900 2,256,268 - - 22,256,268

Distribution - - (658,898) - - - (658,898)

Net income . _ 69,558 (71,500) . (1.942) BALANCES. DECEMBER 31. 2012 S 100 $ $ 19,341,002 $ 2,325,826 $ (71,500) $ $ 21,595,428

The accompanying notes are an integral part of these statements. SK USA. INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended 2012 December 31, July 7-December31 Jan 1 - Julv 6 2011 CASH FLOWS FROM OPERATING ACTIVITIES (Sucessor) (Predecessor) (Predecessor) Net income $ (1,942) $ 418,233 $ 596,085 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 235,148 83,383 184,824 Bad debt expense (92,135) 55,167 73,282 Deferred income tax (benefit) expense (103,480) (23,613) (6,418) Imputed interest expense on stockholder note 334,309 - - Changes in operating assets and liabilities: Receivables 1,016,315 (539,698) (780,778) Income tax receivable 71,057 305,039 152,488 Inventories (56330) (3,661) 4,745 Prepaid expenses (53,264) 69,304 11,072 Accounts payable 19,708 (95,219) 156,251 Accrued expenses 1,430,648 (110,666) 484,729 Deferred franchise revenue (40,250) 83,300 (303,800) Other assets 155,255 (256,895) 84.002 Net cash provided by (used in) operating activities 2.915.039 (15,326) 656.482

CASH FLOWS FROM INVESTING ACTIVITIES Change in restrictedcas h (1,169,730) (85,724) 136,648 Issuances of notes receivable - - (49,250) Collections on notes receivable 22,006 . 80,592 Purchase of SKS and SKN net of cash acquired (34,799,666) - - Purchases of investments - (750,000) (1,600,000) Proceeds from sales of investments - 3,000,000 2,809,617 Purchases of property and equipment (730,921) (38,155) (62,731) Net cash (used in) provided by investing activities (36,678,311) 2,126,121 1,314,876

CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from notes payable 20,050,000 (7,172) Issuance of common stock 20,000,000 - 1,000 Principal payments on capital lease obligation - (13,231) (22,682) Distribution to shareholder (658,898) - (1,355,359) Net cash provided by (used in) financing activities 39.391.102 (13,231) (1,384.213)

Net change in cash and cash equivalents 5,627,830 2,097,564 587,145

Cash and cash equivalents at beginning of year . 1,838.902 1.251.757 Cash and cash equivalents al end of year $ 5,627,830 $ 3,936.466 $ 1.838.902

The accompanying notes are an integral part of these statements. SK USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of Business and Organization

SK USA, Inc. and subsidiaries (the "Company") operates and sells Smoothie King franchises and area development rights throughout the world. Smoothie King locations specialize in the preparation and sales of nutritional drinks and products. At December 31, 2012 and December 31, 2011, the Company included 623 and 621 franchised locations, respectively, and five and one locations, respectively, owned and operated by the Company.

On July 6, 2012, 95% ofthe shares of Smoothie King Systems, Inc. (the "Predecessor Company") were acquired by Smoothie King Korea ("SKK" or the "Parent") through its wholly owned subsidiary SK USA, Inc. Prior and subsequent to the acquisition, SKK operates franchisedSmoothi e King stores.

2. Summary of Significant Accounting Policies

a. Principles of Consolidation

The consolidated financial statements include the financialstatement s of the Company and its four wholly- owned subsidiaries, Smoothie King Franchises, Inc., Smoothie King Company, Inc., Smoothie King Dallas, Inc., and SK Nutritionals. In the period prior to the acquisition the consolidated financial statements included the Predecessor Company and its three wholly-owned subsidiaries. Smoothie King Franchises, Inc., Smoothie King Company, Inc., and Smoothie King Dallas, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

b. Cash Equivalents

For purposes of the consolidated statements of cash flows, the Company considers all short-term investments with an original maturity of three months or less to be cash equivalents.

c. Trade Accounts Receivable

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. Summary of Significant Accounting Policies (continued)

d. Inventories

Inventories consist of frozen fruit, health food mixes, vitamins, and paper products for the Company owned stores and are valued at cost which is equal to or less than fair value.

e. Investments Investments consist of certificates of deposit. All investments are classified as held-to-maturity as management has a positive intent and ability to hold these investments to maturity. The investments are carried at cost adjusted for amortization of premiums and accretion of discounts, computed by the interest method.

Management evaluates investments for other-than-temporary impairment annually. A decline in the fair value of investments that is deemed other-than-temporary is charged to earnings for a decline in value deemed to be credit related, and a new cost basis for the security is established. The decline in value attributed to non-credit related factors is recognized in other comprehensive income. Management has determ ined that there were no investments at December 31,2012, and December 31, 2011 that were other than temporarily impaired.

f. Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line method over the estimated useful lives of the various classes of depreciable assets. Leasehold improvements are amortized based on the straight-line method over the shorter of the estimated useful lives ofthe improvements or the lease term. Expenditures of $500 or greater for renewals and betterment are capitalized. Expenditures for maintenance, repairs, and minor renewals are expensed as incurred.

g. Advertising Costs

Advertising costs are expensed as incurred. Advertising costs for the periods July 7,2012 to December 31, 2012, January 1,2012 to July 6, 2012, and the year ended December 31, 2011, were $55,507, $105,555, and $95,726, respectively. SKUSA^N^ANDSUBSIDIA^ES

NOTES TOCONSOLIDATEDFINANCIALSTATEMENTS

2D Summary of Significant Accounting Po^cies(con^oued)

hD IncomeTaxes

Deterred tax assets and labilities arc recognized torthc to between the tinanciai statement carding amounts of cxistingasscts and liabili^ bases Deterred tax assctsand liabilities are measured using enacted tax ratcscxpcctcd income in tbe years in wbicb tbosc temporary differences arc expected to be recoveredo r settled. Tbe cf^ct on deterred tax assets and liabilities ofacbangc in tax rates is recognized in income in^ tbat includes tbe enactment date.

L Franchisee Development Transle^and royalty Fees

Tbe Company sells franchise agreements witbin tbe United States wberebytbe franchisees pay an initial franchiseteeuponexecution ofthe franchiseagreement.TheCompanyincursvariouscosts in provide servicesto the franchisees includingestablishingthefranchiseagreement^monitoringacceptablefranch^ sites, approving franchise site lease agreements, organizing floor plans, training staff, and otherserv^ The Company expenses these costs as incurred. The Company recognizes approximately 30% ofthe franchise teeas revenue atthetimeafranchiseagêement is executed with theremainderrecognizedatth^ timethefranchiseisopened,atwhichtimesubstantiallyalloftheCompanyôbligationstothefr are met.The franchisee has the right to terminate the franchise agreement prior to the opening of the franchise. The Company alsocanterrninatetêfranchiseagreementundercertainconditions, asdefrnedm the franchise agreement, priorto the opening oftbefranchise.Iftheagrecmentisterminatedundereithe^ ofthese circumstances, the Company is obligated to refrind 50% ofthe initial franchise fee with the remaining amounts recognised as revenue.

Underthefranchiseagreements in the United States, the Company generally receivesa5%to6% royalty fee based on the franchisees total monthly gross sales.

Agreements sold to parties tor development outside ofthe United States are sold as master development agreements where anentire province or country is sold to one master group. The tee collected is nonrefundable. Certainagreementscontainoptionsfbrfuturefranchisepaymentsundercertainconditions The Company recognizesl00% ofthe fee as revenue when the agreement is executed

Underthe franchise agreements outside ofthe United States, the Company generallyreceives an agreed upon royalty fee based on the franchisees^ total monthly gross sales.

The Company chargesatransfer fee when an existing nutritional lifestyle center is transferred toa franchisee.Thetransferfee is usually 30% to 75% ofthe initial franchise fee, depending on the ^^^^ and othervariables.Thetransferfee is earned upon execution ofthe transferagreement,becausethere are no further obligations to the new franchisee.

10 SK USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. Summary of Significant Accounting Policies (continued)

j. Use of Estimates

The presentation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

k. Goodwill

Goodwill is tested for impairment annually as of December 31 st or on an interim basis if events or circumstances indicate that the fair value of the asset has decreased below its carrying value. The Company performed a qualitative assessment of events and circumstances to determine whether it was more likely than not that the fair value of goodwill was less than its carrying amount. Based on this assessment, it was determined that it was not more likely than not that the fair value of goodwill was less than its carrying amount. As a result of this assessment, no impairment loss was recognized during the period July 7,2012 to December 31, 2012. A significant amount of judgment was involved in performing these evaluations since the results are based on estimated future events.

I. Intangible Assets

Intangible assets consist of trademarks and franchise agreements. Trademarks are not subject to amortization and are tested for impairment annually (at year-end), or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company performed a qualitative assessment of events and circumstances to determine whether it was more likely than not that the fair value of its intangible assets was less than its carrying amount. Based on this assessment it was determined that it was not more likely than not that the fair value of the intangible assets was less than its carrying amount. As a result of this assessment, no impairment loss was recognized during the period July 7, 2012 to December 31, 2012.

Franchise agreements have a usefnl life of 18 years based on the average contractual life of the agreements and renewals. No impairments were noted on the franchise agreements for the period July 7, 2012 to December 31, 2012. Amortization expense was $156,724 for the period July 7, 2012 to December 31, 2012.

11 SK USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. Acquisitions

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date ofthe acquisition:

Concurrent with the acquisition of Smoothie King Systems, Inc. the Company acquired 100% of the outstanding stock of SK Nutritionals for $630,000 of cash. SK Nutritionals distributes private label nutritional products to Smoothie King store locations and was under common ownership with Smoothie King Systems, Inc. As a result of this transaction, the Company acquired $65,000 in cash and $565,000 of goodwill.

12 SK USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. Restricted Cash

During the acquisition, it was determined that a portion of the outstanding common stock of the Predecessor Company could not be located. As a result, the consideration attributable to those shares of stock was not distributed by the Company. The Company has restricted $956,551 of cash and recorded a related liability for these proceeds pending the location ofthe outstanding common stock.

5. Property and Equipment

Property and equipment consisted of the following at December 31:

Useful Life 2012 2011 Equipment 5-7 years $ 376,854 $ 570,459 Furniture and fixtures 5-7 years 34,736 200,701 Leasehold improvements 5 years 507,086 118,662 Automobiles 5 years 145.133 217,861 1,063,809 1,107,683 Accumulated depreciation (78,425) (729,568)

$ 985,384 $ 378,115

Depreciation expense was $78,425, $83,383, and $184,824 for the periods July 7,2012 to December 31,2012, January 1, 2012 to July 6, 2012, and for the year ended December 31, 2011, respectively.

13 SK USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6. Notes Payable

A summary of long-term debt as of December 31, 2012 was as follows:

Note payable to Smoothie King Korea, a related party, bearing an interest rate of 5% payable quarterly, due June 2022 $ 20,050,000

Non-interest bearing note payable to non-controlling shareholder of Smoothie King Systems, with a face value of $6,500,000, due July 2017, presented net of

accumulated discount based on 15% discount rate 4 0^ ^

Total Notes Payable 24,125,726 Less current portion Total long-term notes payable $ 24,125,726

7. Income Taxes

Effective January 1,2009, the Company adopted the guidance on uncertain tax positions in ASC 740~lncome Taxes. This guidance prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has reviewed its income tax positions and identified certain tax deductions or revenue deferrals that are not certain.

The total amount of gross unrecognized tax benefit that if recognized would affect the effective tax rate was $121,000 at December 31, 2012 and 2011, respectively. The Company's policy with respect to potential penalties and interest is to record them as other expense and interest expense, respectively. The Company had $53,050 of accrued interest and penalties related to the unrecognized tax benefits at December 31,2012 and 2011, respectively. To the extent tax, interest, and penalties are not assessed with respect to uncertain tax positions in the future, amounts accrued will be reduced and reflected as a reduction of income tax expense, interest expense, or "other" expense.

14 SK USA. INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. Income Taxes (continued)

Income tax expense (benefit) related to continuing operations consisted of the following for the period July 7, 2012 to December 31,2012:

Current Deferred Total Federal $ 130,481 $ (92,587) $ 37,894 State 15,351 (10,893) 4,458 Totals $ 145,832 $ (103,480) $ 42,352

Income tax expense related to continuing operations consisted of the following for the period January 1,2012 to July 6, 2012:

Current Deferred Total Federal $ 310,818 $ (21,128) $ 289,690 State 59,406 (2,485) 56,921 Totals $ 370,224 $ (23,613) $ 346,611

Income tax expense related to continuing operations consisted of the following for the year ended December 31,2011:

Current Deferred Total Federal $ 320,394 $ (5,595) $ 314,799 State 26,044 (823) 25.221 Totals $ 346,438 $ (6,418) $ 340.020

15 SK USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. Income Taxes (continued)

Income tax expense differed from amounts computed by applying the U.S. federal income tax rate of 34% to income before income taxes due to the following:

July 7, 2012 - January 1, Year ended December 31, 2012 - July 6, December 31, 2012 2012 2011 Computed "expected" tax expense $ 13,739 $ 260,047 $ 320,333 Change in income taxes resulting from: State income taxes, net of federal benefit 4,516 56,921 25,221 Expenses not deductible for tax purposes 19,938 29,643 42,472 Other 4,159 - (48,006) $ 42,352 $ 346,611 $ 340,020

Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis ofthe Company's assets and liabilities. Significant components of the Company's deferred tax assets and liabilities as of December 31, 2012 were as follows:

Significant components of the Company's deferred tax assets and liabilities as of December 31,2011 were as follows:

Current Non-current Net operating losses $ - $ 1,681,785 Deferred franchise revenue 271,586 Allowance for doubtful accounts 52,520 Accrued liabilities 95,000 Tax depreciation in

excess of book amounts : (41,688) 419,106 1,640,097 Less valuation allowance - (1,681,785) Net deferred tax assets (liabilities) $ 419,106 $ (41,688)

16 SK USA. INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. Income Taxes (continued)

At December 31, 2011, net operating loss carryforwards of approximately $24,000,000, were available for state income tax purposes. The Company has no federal loss carryforwards. These loss carryforwards will enable the Company to offset future state taxable income and thereby eliminate related state income taxes. Due to a state tax audit in Louisiana for the years ended 2008 and 2007, the net operating loss carryforward was eliminated in 2012.

Based upon projections for future state taxable income over the periods in which the temporary differences are deductible, management believes that it is unlikely that the Company will realize all of the benefits ofthe net operating loss attributable to the state income taxes. As a result, a valuation allowance in the amount $1,681,785 was recorded as of December 31, 2011. This amount represents that portion of the deferred tax asset generated as a result of the carryover of net operating losses which is not expected to benefit future years.

8. Advertising Funds

The Company promotes their brand by advertising in territories in which the franchisee stores are located. Advertising funds are managed by the Company by collecting required advertising contributions from franchisees and purchasing advertising and other market initiatives on behalf of all Smoothie King franchisees ("Advertising Fund"). Under the terms of the franchiseagreements , all Smoothie King franchisees are required to contribute up to 3% of weekly gross sales to the Advertising Fund. Contributions were 2% of their gross sales in 2012 and 2011. The Company does not record advertising contributions collected from the franchisees as revenues, or expenditures of these contributions as expenses. Amounts which are contributed to the fund increase the restricted cash, whereas expenditures for advertising by the Company decrease the restricted cash balance. To the extent that franchiseecontribution s exceed Company expenditures on advertising expenses for a particular year, the excess contributions are recorded as a deferred advertising liability on the consolidated balance sheets. To the extent that Company expenditures on advertising expenses exceed the franchisee contributions for a particular year, the excess expenditures are recorded as other receivables on the consolidated balance sheets. At December 31, 2012 and 2011, the Company recorded other receivables of $22,200 and $670,623, respectively, for advertising expenses paid by the Company and due from the franchisees. These receivables are a result of a large advertising campaign during 2008 in which the advertising expenditures exceeded the franchisee contributions. During 2012 and 2011, the Company did not charge the Advertising Fund any administrative fees.

17 SK USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. Related Party Transactions

The Company also has agreements with certain related parties who operate nutritional lifestyle centers that are licensed to use the Smoothie King trademark and sell smoothies and related products whereby the related parties are not required to pay royalty fees. Had the related parties been subject to royalty fees required by the standard franchise agreement, the Company would have earned additional royalty fees of $46,991, $71,053, and $110,415 for the periods July 7, 2012 to December 31,2012, January 1,2012 to July 6,2012, and for the year ended December 31, 2011, respectively.

The Company subleases office space from a company owned by the non-controlling shareholder pursuant to a lease agreement classified as an operating lease. The lease expires on July 6, 2013.

The Company holds a note receivable from a related party due by April 2014 payable in monthly installments of $323. This note bears no interest. The outstanding balance on this note was $0 and 7,493 at December 31, 2012 and 2011, respectively.

Employees of Smoothie King Franchises, Inc. receive a preloaded King (Gift) Card with a value of $81.25 monthly. The team member is allowed to use that card for personal smoothie and supplement purchases. At December 31, 2012 and 2011 the outstanding liability for the value of unused King Cards was $93,155 and $80,826, respectively. These amounts are included in accrued expenses in the accompanying consolidated balance sheets.

On January 1, 2008, the Company entered into a 12 month management and consulting agreement with SK Nutritional Formulas, LLC ("SKN"), a company owned by its shareholders. In accordance with the agreement, the Company paid SKN $ 10,000 a month for its services. For the periods July 7,2012 to December 31,2012, January 1,2012 to July 6, 2012, and for the year ended December 31,2011, the Company expensed $50,000, $70,000, and $120,000 relating to this agreement respectively. The agreement was terminated effective December 31,2012. These amounts are included in general and administrative expenses in the accompanying consolidated statement of income.

10. Leases

The Company leases office, store, and warehouse space pursuant to lease agreements which are classified as operating leases. Rent expense was $146,954, $203,926, and $343,580 for the periods July 7, 2012 to December 31,2012, January 1,2012 to July 6, 2012, and the year ended December 31, 2011, respectively.

As of December 31,2012, future minimum lease payments under non-cancelable operating leases with initial terms in excess of one year are as follows:

2013 $ 409,754 2014 228,525 2015 198,715 2016 174,103 2017 47,708

18 SKUSA^N^ANDSUBS^ARIES

NOTES TOCONSOLIDATEDFINANCIALSTATEMENTS

IL Profit eering Plan

The Company hasaprofitsharing plan (^ePlan^ Employees are eligible to participate in the Plan on the first of the month inuriediateiy following the date on which they complete one year of se^ Company. Contributions nnder the Plan are discretionary and determined hy management. The Company accrued contributions of approximately $^7^ $70^0^ and $114311^ December3420l^January420l2toJuly^

^Commitments and Contingencies

The Company is involved in various legal mattersarising in the ordinar^courseofbusiness. In the opm^ management, the ultimate disposition ofthesematterswillnothaveamaterialadverseefiectontbeCompany's financial position or results of operations.

13, Snnpiementai Cash Elow Information

Aspartofthe acquisition, the Company issuedanotewithatairvalueof$3,74l,4l7thatrepresentsano financing activity.

TheCompanypaidcashtbrinterestof$0,S^,and^09duringtheperiodsJuly7,^^ 2012, January 1,20l2toJuly^20i2, and the yearendedDecember31,2011,respectively,and paid cash^ mcometaxesof$0,$0,and$200,000durmgtheperi toJuly 6, 2012, andtheyearendedDecember3l,2011,respectively

14, Snbseonent Events

OnJanuary 23,2013,the Company entered intoafive year operating lease tor ofiicespaceconmiencingon or aboutJulyl,2013.Future minimum lease payments will average approximately $344,000 annually overthe term ofthe lease.

On February 4, 2012, the Company purchased an existing franchise location tor $332,000.

Managementhas evaluated subsequent events through the date thatthe financial statements wereavailable to be issued, Februarys,2013,and determined that noother events occurred that require disclosure. EXHIBIT D

GUARANTEE OF SMOOTHIE KING FRANCHISES, INC. NEW

GUARANTEE OF PERFORMANCE

For value received, SK USA, Inc., a Delaware corporation (the "Guarantor"), located at 3900 N. Causeway Blvd., Suite 1300, Metairie, Louisiana 70002, absolutely and unconditionally guarantees to assume the duties and obligations of Smoothie King Franchises, Inc., located at 3900 N. Causeway Blvd., Suite 1300, Metairie, Louisiana 70002 (the "Franchisor"), under its franchise registration in each state where the franchise is registered, and under its Franchise Agreement identified in its 2014 Franchise Disclosure Document, as it may be amended, and as that Franchise Agreement may be entered into with franchisees and amended, modified or extended from time to time. This guarantee continues until all such obligations ofthe Franchisor under its franchise registrations and the Franchise Agreement are satisfied or until the liability of Franchisor to its franchisees under the Franchise Agreement has been completely discharged, whichever first occurs. The Guarantor is not discharged from liability if a claim by a franchisee against the Franchisor remains outstanding. Notice of acceptance is waived. The Guarantor does not waive receipt of notice of default on the part of the Franchisor. This guarantee is binding on the Guarantor and its successors and assigns.

The Guarantor signs this guarantee at Metairie, Louisiana, on the 28™ day of A-pri I 2014.

Guarantor:

SK USA, INC.

By7

Name: Sung Wan Kim

Title: Chairman of the Board EXHIBIT E

AREA DEVELOPMENT AGREEMENT Dev. Area

SMOOTHIE KING FRANCHISES, INC.

AREA DEVELOPMENT AGREEMENT

TABLE OF CONTENTS ARTICLE I. GRANT OF DEVELOPMENT RIGHTS I ARTICLE II.

ARTICLE III. DEVELOPMENT FEE AND INITIAL FRANCHISE FEES 2

ARTICLE IV. OPTION AREA; OPTIONS 2 TERM AND DEVELOPMENT SCHEDULE; RIGHT OF FIRST ARTICLE V. REFUSAL 3 ARTICLE VI. OBLIGATIONS OF FRANCHISOR AND DEVELOPER 4 ARTICLE VII. DEVELOPER'S FORM OF ORGANIZATION 5 ARTICLE VIII. CONFIDENTIAL INFORMATION 6 ARTICLE IX. TRANSFER OF INTEREST 7 ARTICLE X. DEFAULT AND TERMINATION 10 ARTICLE XL OBLIGATIONS UPON TERMINATION OR EXPIRATION 12 ARTICLE XIL COVENANTS NOT TO COMPETE 12 ARTICLE XIII. TAXES, PERMITS, INDEBTEDNESS 14 ARTICLE XIV. INDEPENDENT CONTRACTOR 14 ARTICLE XV. INDEMNIFICATION 14 ARTICLE XVI. APPROVALS AND WAIVERS 15 ARTICLE XVII. NOTICES 16 ARTICLE XVIIL ENTIRE AGREEMENT 16 ARTICLE XIX. SEVERABILITY AND CONSTRUCTION 16 ARTICLE XX. APPLICABLE LAW 17

ACKNOWLEDGMENTS 17 Exh2014.doc OPTION AREA DESCRIPTION 19

DEVELOPMENT SCHEDULE 20

ACKNOWLEDGMENT 21

EXHIBIT F - Form of Franchise Agreement

Exh2014.doc SMOOTHIE KING FRANCHISES, INC. AREA DEVELOPMENT AGREEMENT

This Area Development Agreement is made and entered into as of the date set forth below by and between Smoothie King Franchises, Inc., a Louisiana corporation having its principal place of business CovingtonMetairie, Louisiana, with a mailing address of 121 Park Place, Covington, La. 704333900 N. Causeway Blvd.. Suite 1300, Metairie, LA 70002 ("Smoothie King" or "Franchisor") and ("Devolopor"^

RECITALS

A. WHEREAS, Franchisor, as the result of the expenditure of time, skill, effort and money has developed and owns a unique and distinctive system for the establishment and operation of businesses offering unique nutritional drinks and general nutrition products (hereinafter referred to as the "System") and offers franchises to persons whose primary business will be the sale of products under Franchisor's System and Proprietary Marks from a specific retail location (hereinafter referred to as "Unit" or "Franchised Business");

B. WHEREAS, the distinguishing characteristics of the System include, without limitation, unique and specialized training, management, and marketing techniques and materials; procedures and methods of operation; unique and confidential recipes and formulas, uniform standards, specifications, and procedures for products, equipment and services; distinctive appearance; and advertising and promotional programs, all of which may be changed, improved, and further developed by Franchisor from time to time;

C. WHEREAS, Franchisor identifies the System by means of certain trade names, service marks, trademarks, logos, emblems, and indicia of origin ("Proprietary Marks"), including but not limited to the name and mark "SMOOTHIE KING", and such other names, marks and indicia as may now or hereafter be designated by Franchisor in writing for use in connection with the System;

D. WHEREAS, Franchisor continues to develop, use, and control the use of the Proprietary Marks in order to identify for the public the source of products and services marketed thereunder and to represent the high standards of quality associated therewith;

E. WHEREAS, Developer desires to obtain rights to establish businesses under the System and service geographical areas described herein and in accordance with the terms and conditions hereof;

NOW, THEREFORE, in consideration of the premises and the mutual undertakings and commitments set forth herein. Franchisor and Developer hereby agree as follows:

ARTICLE I. GRANT OF DEVELOPMENT RIGHTS

1.1 Franchisor hereby grants to Developer the right and option, subject to the terms and conditions of this Agreement, to establish and operate multiple Smoothie King franchised businesses ("Unit" or "Franchised Business") to be located in the geographic area ("Option Area") specified in Section 3.1.

1.2 Except as otherwise provided in this Agreement and subject to the following, during the term of this Agreement, Franchisor will not establish or operate Smoothie King Units, nor grant a franchise to any person other than Developer to establish or operate Smoothie King Units, under the System and Proprietary Marks in the Option Area. Franchisor may establish, operate or grant a franchise

Exh2014.doc I ^^^100^5^0^ "Spec^âfiâsdefi^ Specie loîons^defined as â^s^âîsor^rmmeshavea^s^^ Examp^sof Special nations mûde^ hospitals, militaryhases, casinos, convcntionccntcrs,arcnas, stadinms,airports, health andfitncss facilities, office buildings, theme parks, amusement facilifi^^ the street and the primary trade area is restricted to certain trade generators. Franchisor may also license or sell, at both wholesale and retail, product or service lines that are being sold in Smoothie King Un^ under the same or similar Proprietary Marks or any other proprietary marks, at any location or dis^^^ point within and outside the Option Area at any time.

1.3 FachUnit established by Developer shall be subject toaseparate SmoothieKing franchise agreement executed by Franchisor and Developer The form of franchise agreement lor each Unit shall be the standard form offranchise agreement then being offered by Franchisor in thejurisdiction where the Unit is proposed to be located. The form of franchise agreement currently being offered by Franchisor in thejurisdiction in which the Option Area is located is attached hereto as FxhibitF.

1.4 This Agreement is notafranchiseor license agreement and does not grant Developer any rights to use the Proprietary Marks or grant subfranchises to others. Developer's rights to use the Proprietary marks are limited and governed by the terms of separate franchise or license agreements betweenFranchisor and Developer

ARTICLED DEVELOPMENT PEE AND INITIAL FRANCHISE PEES

2.1 Developershall pay to Franchisor upon execution of this Agreementadevelopment )^which fee shall be fully earned by Franchisor upon execution ofthis Agreement for administrative and other expenses incurred by Franchisor and fo^ development opportunities lost or deferred asaresult of the rights granted to Developer herein The development fee shallbeinadditionorooortionallv applied to theinitial franchise feesfor Franchise Agreements executed pursuant to this Agreement and any other fec^ or payments due to Franchisor under any oth^ragr^m^ntsb^tw^nFranchisor and Developer.

2.2 Upon execution of this Agreement, Developer shall execute and forward to FranchisoraSmoothie King franchise agreement in the form attached hereto as E^hibitF(and ancillary agreements and related documents), together with the initial franchise fee for the first Unit to be developed by Developer.

2.3 Notwithstanding the terms ofany franchise agreement executed by Developer under this Agreement, the initial franchise fee for each such franchise agreement shall be as set forth bel^^ All other fees shall be payable as provided in each franchise agreement. The initial franchise fee payable by Developer upon execution ofeach franchise agreement shall be as follows:

2 3.1 For the first, second and third franchise, the initial franchise fee is Twenty FivcTl^Thousand Dollars^

2.3.2 For the fburth^^a^ fifth and si^th franchise, the initial franchise fee is Twenty Fiye^Thousand Dollars (^25,000 ^

2 3 3 For the seventh and any subsequent franchises, the initial franchise fee is F^^Twe^Thousand Dollars^^OO OO)

ARTICLE IIL OPTION AREA^ OPTIONS

3.1 The area ("Option Area") within which Developer may locate Units is described in the Option Area Description attached hereto E^014^ 2 3.2 Duringê^mofÂgêm^ tothetormsandcondifions^fort^ ( Ûn^tobeâ^dm theOpfionA^ Each option be exeîê as ôws:

Priortoandasaconditionofexer^ and isincomphance withal material terms and conditions of eac^ and all other agreements with Franchisor, its subsidiaries or affiliates, and has been and is operating its franchises in compliance with the Smoothie King Confidential Operations Manual.

3.2.2 Developer shall notify Franchisor in writing of its desire to purchase an additionalfranchise, whereupon Franchisor shallprovideDeveloper the then-current standard form offranchise agreement, together with any disclosure or other documents required by law.

3.2.3 Developer shall execute the then-current standard form of franchise agreement as described in Sectionl.3 and such other ancillary agreements and all other required ancillary agreementsanddocumentsandfbrwardthemtoFranchisor,together with theinitial franchise fee as provided under Article 11.

ARTICLED TERM AND DEVEEOEMENTSCHEDI1EE

4.1 The term ofthis Agreement shall commence on the date ofexecution by Franchisor ("Effective Date") and shall expire three (3) months afier the date on which the last Unit is op^^^ the Schedule, unless sooner terminated in accordance with the terms set forth herein.

4.2 During the term ofthis Agreement Developer shall establish and operate Units in the Option Area in accordance with theDevelopment Schedule attached hereto and further described as follows("Schedule"):

4.2.1 Contemporaneous with the execution ofthis Agreement, Developer shall execute a franchise agreement for the first Unit to be developed in the Option Area. Notwithstanding the terms ofthe first franchise agreement, Developer shall open the first Unit for business by the date set forth in the Schedule.

4.2.2 Thereafter, Developer shall exercise its options to purchase the remaining number of franchises as agreed upon in Section 3.2 to be located in the Option Area and execute the respective franchise agreements at least fbur(4) months before each particular Unitmustbeopenand in operation under the Schedule or prior tothebeginningof the site selection process,whichever occurs first. Notwithstanding the terms ofthe franchise agreements, Developer shall open each Unit for business by the date set forth in the Schedule.

4.3 Except as provided in Sections,failure to have Units open and in operation in the Option Area inaccordancewiththeScheduleshallconstituteamaterial default under this Agreement. Upon such default, unless timely cured by Developer within sixty(60)days after receipt of written noticed Franchisor,in its discretion, may take any one or moreofthe following actions:

4.3.1 Terminate this Agreement and all rights granted hereunder;

4.3.2 Reduce the number of Units that Developer may establish in the Option Area;

4.3.3 Terminate the territorial protections granted to Developer under Section 1.2 ofthis Agreement;

4.3.4 Reduce the size ofthe Option Area by any amount; ^h2^4d^ 3 4.3.5 Accelerate the Schedule;

4.3.6 Avail itself of any other rights or remedies provided under this Agreement or permitted under law or equity.

ARTICLE V. OBLIGATIONS OF FRANCHISOR AND DEVELOPER

5.1 Obligations of Franchisor.

5.1.1 Franchisor agrees to make available to Developer, or assist Developer in obtaining the following:

(a) Such standard construction plans, specifications for the structures, equipment, furnishings, decor and signs identified with Smoothie King Units and approved suppliers for products and supplies as Franchisor makes available to all franchisees from time to time;

(b) General site selection criteria and guidance in the selection of acceptable sites and review of leases for the locations of Developer's Units;

(c) Review of site plans and final construction plans and specifications for conformity to the construction standards and specifications of the System;

(d) Such assistance as Franchisor determines is required in connection with the development of the Option Area, including assistance by Franchisor's personnel or its agents;

(e) Such other resources and assistance as may hereafter be developed and offered by Franchisor to Smoothie King franchisees or developers.

5.1.2 Franchisor will provide to Developer, from time to time upon Developer's request, Franchisor's then-current form of franchise agreement for use by Developer in exercising its options hereunder.

5.2 Obligations of Developer.

5.2.1 Except as Franchisor may otherwise expressly permit in writing, Developer (or, if Developer is a corporation or partnership, a principal of Developer) and/or its designee shall devote full time, energy, and best efforts to the development and operation of Units in the Option Area.

(a) Franchisor may require that any principal or employee of Developer who is actively involved in the development and operation of Units in the Option Area attend and satisfactorily complete such training programs as Franchisor may require;

(b) Developer shall cause its employees to attend and satisfactorily complete all mandatory training programs, including basic and advanced training, refresher courses, and business seminars, as Franchisor may require from time to time;

Exh2014.doc 4 (c) De^oper or ^ employe sh^l be responsible for ^ persons expenses incurred by tbem in connection witb training programs, including, without limitation, costs and expenses of transportation, lodging, meats, and wages and employee benefits. Franchisor reserves tbe right to charge reasonable fees for materials and^or participation in any training courses or seminars offered by or on behalf ofFranchisor.

5.2.2 Developer shall be responsible for conducting local advertising and promotional activities for Units owned by Developer in accordance with the terms ofthe franchise agreements In particular, but without limiting theforegoing. Developer shall be responsible for the preparation and submission toFranchisor ofthe following:

(a) annual advertising budgets, updated quarterly; (b) quarterly advertising plans; (c) periodic detailed accounting of media expenditures and verification of placement;(d) periodic written evaluation ofeffectiveness of advertising activities.

5.2.3 Developer shall comply with Franchisor's requirements for customer satisfaction programs and quality control, including responding to customer complaints and inquiriesandprovidingperiodicoral and writtenreportstoFranchisorontheresultsofsuch contacts.

5.2.4 Developer shall inspect each of its Units and report to franchisor on the results ofitsinspectionsonatleastaquarterly basis, using the forms provided by Franchisor for that purpose. Developer shall also submit to Franchisor upon request from time to time such other forms,reports, records,statements, infbrmation,anddataas Franchisor may reasonably require, in the form and at the times and places reasonably specified by Franchisor.

5.2.5 Within ninety (90) days after the end of each fiscalyear of Developer during the term of this Agreement, Developer, at its expense, shall submit to Franchisoraprofit- and-loss statement showing the results of Developer's operations during said fiscal year anda balance sheet as ofthe end ofthe fiscal year. Fachfinancial statement shall be accompanied bya swornstatement signedby Developerorby Developer's treasurerorchief financial officer attesting that the items contained therein are true and accurate, that they completely and fully describe anddisclosethe informationsought insuch statement, and that the signer basmade diligent and careful efforts to ascertain the truth, accuracy and completeness of such information.

ARTICLED DEVELOPERS FDRMDFDRGAN^ATIDN

6.1 IfDeveloperisorbecomesacorporation, partnership, limited liability company,or otherentity,Developershall comply with the following requirements:

6.1.1 Developer shall confine its activities to the development and operation of the Option Area and performing all necessary functions thereto as part of the Smoothie King System

6.1.2 Developer's articles of incorporation and bylaws, partnership agreement or articles of organization or operating agreement(or comparable governing documents)shall at all times provide that its activities are confined exclusively to those specified in subsection 6.1 1, andthattheissuanceandtransfer of voting stockor other ownershipinterest in Developer is restricted by the terms ofthis Agreement.

6.1.3 Developer shall furnish Franchisor promptly upon request copies of Developer's articles of incorporation, bylaws, partnership agreement, articlesoforganization, Ex^^^ 5 opening agreement and other reasonably request, and any amendments thereto. 6.1.4 Developer shall maintain stop-transfer Instructions against the transfer on its reeordsof any equity securities except in accordance with the provisionsof Article Vlll hereof. All securities issued hy Developer shall hear the following legend, which shall he printed legibly and conspicuously on each stock certificate or other evidence of ownership interest:

The transfer of these securities is subject to the terms and conditions of an Area Development Agreement with Smoothie l^ing Franchises, Inc. dated . Reference is made to said Agreement and to the restrictive provisions ofthe Articles and Bylaws ofthis Corporation.

6.2 Developer shall furnish Franchisor promptly upon request copies of any other documents, including trust orotherdocuments which may reasonably relateto theoperationof the Franchised Business, as Franchisor may reasonably request, and any amendments thereto.

6.3 Developershallmaintainacurrent list of all general and limited partners, managers and members, and all owners of record and all beneficial owners of any class of voting stock of Developer, and any other persons having an ownership interest in Developer, and shall furnish the list to Franchisor promptly upon request

6.4 Fach individual holding in excess of fifteen percent(15^ of the total voting power inDeveloper (including each individualholding in excess of twenty percent (20^) of the total voting power in any corporation, partnership or limited liability company having a controlling interest in Developer)shall, upon the request of Franchisor, execute this Agreementor enter intoacontinuing guaranty agreement under seal,inaform satisfactory to Franchisor, assuming and agreeing to discharge all of the obligations of Developer under this Agreement; provided, however, that each individual who has executed this Agreement shall continue to be boundby this Agreement or enter intoacontinuing guarantyagreementunderseal,inaform satisfactory to Franchisor, assuming and agreeing to discharge all ofthe obligations ofDeveloper under this Agreement, regardless ofthat individual's ownership interest in the new entity.

ARTICLED CDNFIDENTIAL INFORMATION

7.1 Developer expressly understands and agrees that a confidential relationship is established between Franchisor and Developer under this Agreement and that, as a result thereof, Franchisor will be disclosing and transmitting to Developer certain confidential and proprietary information in connection with the System and Developer's development ofthe Option Area. Developer hereby agrees that:

7.1.1 Developer shall treat and maintain such information as confidential during the term ofthis Agreement and thereafter.

7.1.2 Developer shalluse such information only for its operations under this Agreement.

7.1.3 Developer shall disclose such information only to its employees or agents and not to anyone else.

7.1.4 Developer shall restrict disclosure of such information to only those of itsprincipals,employeesoragents who are directly connected with the performance of work requiring knowledge thereofand shall disclose only as much information as is required to enable those employees or agents to carry out their assigned duties.

Fxh20^d^ 6 7^.5 Developer shall advise Its prlnelpals, employees and agents of the confidential nature of snehinform^^

7.1.6 Developer shallohtalnanddellvertoFranehlsor signed confidentiality agreements from anyorallof Developer's principals,employees, agents or other persons who may have access to confidential information. Suchagreementsshall he inaform satisfactory to Franchisorand shall identity Franchisorasathird-party beneficiary withthe independent right to enforce them.

7.2 Any and all recipes, formulas, customer and supplier lists, product specifications and other information,knowledge,techniques and know-how,including any and all records thereof in any form, which Franchisordesignatesas confidential shall he deemed confidential for purposesof this Agreement.

7.3 Developer acknowledges thatany failureto comply withtherequirements of this Article Vll willcauseFranchisor irreparahleinjury,and Developer agrees topayallcourtcosts and reasonable legal and accounting fees incurred hy Franchisor in obtaining specific performance of, or an injunction against violation of, the requirements ofthis Article Vll.

ARTICLE TRANSFER OF INTEREST

8B Developer understands and acknowledges that the rights and duties of Developer set forthin this Agreement are personaltoDeveloper and that Franchisor has granted this development agreementinrelianceonthebusinessskill,financial capacity,and personal character of Developer and Developer's principals. Accordingly,Developer agrees thatFranchisor'sexpresspriorwrittenconsent shall be a necessary condition precedent to the sale, assignment, transfer, conveyance, gift, pledge, mortgage, encumbrance, or hypothecation ofany ofthe following:

any dfredor mdi^ct inte^inthis Agreementortherigh^gran^d he^nd^

8^.2 any direct or indict invest in Developed

8^.3 allorsubstantiailyalioftheassetsofDeveloper.

8.2 if Developer is an individnai or partnership Developer Developer's interest in this Agreement toaeorporat^ formed for convenience of ownership. Franchisor will charge no transfer fee tor the first snch transfer; however.Franchlsor's consent to any snch transfer shall he subject to the following conditions:

8.2.1 Developer, or one or more trusts ofwhich Developer is trustee, shall he theownerofatleastamaiorityofthetotal voting power of the corporation or limited liability companyorshallbeageneral partner of the limited partnership owning at leastamajority of the total voting power ofthe general partners ofthe limited partnership;

8.2.2 Developer shall comply with the terms and conditions set forth in Article VI

8.3 Within six (6) months afterthe death or mental incapacity of Developer (or, if Developer is a corporation, partnership or limited liability company, a principal of Developer), the executor, administrator,or personal representativeofsuchperson shall transfer that person's interest, without having to obtain approval by franchisor, to one or more heirs or beneficiaries ofsuch person who agree in writing to be bound by the terms and conditions of this Agreement, or toathird party approved by Franchisor. All such transfers shallbe subject tothe conditions set forth in Sections 8.5.1 through 8.5.4and 8.7but shall not be subject to the conditions ofSection 8.6. Exhî^^ 7 8.4 Any person ("Sê^whoê^s^ third partytopnrehasefiftypereent(50^ or more ofSelleBsin^^ or voting interests, if Developer isaeorporation^partnership or hm^^ Agreement or, (e) the franchise,shai l notity franchisor in writing of eaehsneho^^ franchisor shaii have the right and option, exercisahie within thirty (30) days afrer receipt of snch written not^ written notice to Seller that franchisor intends to purchase Seller's interest on the same terms and conditionsofferedhy thethirdparty. ToenahleFranchisortodetermine whether it will exercise its option. Developer and Seller shall provide such information and documentation, including financial statements, as franchisor may require, if the consideration, terms, or conditions offered hyathird party are such thatfranchisor may not reasonably he required to furnish the same, franchisor may purchase the interest proposed to he sold tor the reasonable equivalent in cash. If the parties cannot agree withina reasonable time on the cash consideration, franchisor and Developer may appoint an independent appraiser,whosedeterminationshall be binding, and the costs of such appraisal shall be divided equally between franchisor and Developer. IfDeveloper and franchisor cannot agree on an appraiser, each party shall designate an appraiserandbothappraiserswill agree on and designateathird independent appraiser to make the determination of lair market value,whose determination shall be binding. Iffranchisordoes not exercise its option as provided hereunder. Seller may sell the interest, subject to franchisor's consent asotherwise required under this ArticleVlll. Any material change in the terms of any offer prior to closingshallconstituteanewoffersubjecttothesamerightsoffirstrefusal by franchisor as in the case of an initial offer. This Section 8.4shallapply to any transfer if such transfer, alone or together with otherprevious,simultaneousorproposed transfers would have theeftectoftransterringfinancialor management control ofDeveloper.

8.5 franchisorwill not unreasonably withhold itsconsenttoatransterofany interest in DeveloperorthisAgreement; provided, however, that franchisor may,in its sole discretion, require any orall ofthe following as conditions ofits approval:

8.5.1 All of Developer's accrued monetary obligations and all other outstandingobligationstofranchisor, its subsidiaries, affiliates and divisions shall be satisfied;

8.5.2 Developer shall have substantially complied withallof the terms and provisions of this Agreement, any amendment hereof or successor hereto, and all other agreements between Developer and franchisor, its subsidiaries, affiliates or divisions, and, at the timeoftransfer,shall not be in default thereof;

8.5.3 Ifthe obligations ofDeveloper were guaranteed by the transferor(s), the transferee shall guarantee the performance of all such obligations in writing inaform satisfactory to franchisor, and franchisor will not unreasonably withhold itsconsent toa releaseof the transferor(s)from the guarantee;

8.5.4 Developer,thetransferor(s)andfranchisor shall executeamutual release under seal, inaform satisfactory to franchisor,ofany and all claims against each other and their subsidiaries, affiliates, and divisions, and their respective officers, directors, shareholders, employees, and agents; provided that this release shall not affect claims or obligations relating to confidentiality and covenants not to compete;

8.5.5 Tbe price paid to Developer by thetransferee fbrthe transferofthe Agreement shall not exceed the development fees charged to Developer by franchisor.

8.6 Ifa transfer, alone or together with other previous, simultaneous, or proposed transfers,would have the effect of transferring financial or management control of Developer, franchisor may require, in its sole discretion and in addition to the conditions provided in Section 8.5, any or all of the following as conditionsofits approval:

Ex^^d^ 8 The transferee (or, if the transferee is a corporation, partnership or Ihnited iiahihty company, the principals of the transferee) shall demonstrate to franchisor's satisfaction that they meet franchisor's then-cnrrentstandardsfor new developers^franchisees nnder the System; possess good moral character, hnsiness reputation, and credit rating; have the aptitude and ability to develop the Option Area (as may he evidenced hy prior related business experience or otherwise); and have adequate financial resources and capital to develop the Option Area;

Thetransfereeshallexecute,fbraterm ending on the expiration date of this Agreement, the standard form of area development agreement then being offered by franchisor and such other ancillary agreements (including guaranty agreements provided under Section6^)asfranchisormayrequire,which agreements shall supersede this Agreement in all respects and the terms of which agreements may reasonably differ from the terms of this Agreement; provided, however, that no additional initial development fee shall be required;

The transferee shall complete, andBor cause its employees to complete, to franchisor's satisfaction, such initial and refresher training asfranchisor may require;

8.7 Developer or the transferee shallpaytofranchisoranonrefundable transfer fee to compensate franchisor for its reasonable costs and expenses in connection with each proposed transfer subject to Sections 8.5 and 8.6, as follows:

8.7.1 afeenottoexceedtenpercent(10^)ofthethen-current initial franchise fee establishedby franchisor for newfranchisesfor the transfer ofacontrollinginterest toa current Smoothie King developer or franchisee who has satisfied all obligations and substantially complied with all material requirements under its agreements with franchisor, its subsidiaries, affiliates, and divisions up to and including the time ofthe proposed transfer;

8.7.2 a fee not to exceed twenty percent (20^) ofthe then-current initial franchise fee established by franchisor for new franchises for any other transfer ofacontrolling interest toaperson other than those described in Section 8.7.1.

8.8 Ifsecurities in Developer are offered to the public, by private offering or otherwise, all materials required for such offering by federal or state law shall be submined to franchisor for revi^^ priortotheiruseorfiling with anygovernmentagency,and any materials to be used in anyoffering exempt fromfederalor state securitieslaws shall be submitted to review prior to their use. No such offering shall imply(by use of thefroprietary Marks or otherwise) that franchisor isparticipating in underwriting,issuingor offering securities of Developer or franchisor. Review by franchisor of any offering shallbelimited solely to the subject of the relationship between Developer and franchisor. Developer and the other participants in the offering shall fully indemnify franchisor in connection with the offering, foreachproposedoffering, Developer shall pay franchisoranonrefundablefeenotto exceed five Thousand Dollars ($5,000.00) to compensate franchisor for its reasonable costs and expenses (including without limitations legal and accounting fees)associated with reviewing^ offering. Developer shall givefranchisor written notice at least ten(10) business days prior to the date of commencement ofany offering or other transaction subject to this Section 8.8.

8.9 Neither franchisor's consent to any proposed transfer nor franchisor's failure to exercise its option to purchase any interest ofaseller shall be deemed to constituteawaiver of any claims franchisor may have against any transferor,any right to demand exact compliance with any terms of this Agreement by any transferor or transferee, any future rights or options offranchisor, or any provision of this Agreement.

8.10 This Agreement shall inure to the benefit offranchisor, its successors, and assigns, and franchisor shall have the right to transfer and assign all or any part ofits interest herein, including its rights under Section 8.4, to any person or legal entity. fxh^ffd^ 9 8.11 Except as specifically provided in this Article Vlll, any purported assignment or transfer, hy operation oflaw or otherwise, not having the express prior written consent of hennllandvoidandshallconstltnteamaterlal hreach of this Agreement. Franchlsor'sprlor written consentshall not he required for transfer ofanon-controlhngmterestmapuhllcly held co^ As usedinthls Agreement, the term^puhlicly held corporatlon^meansacorporatlon registered unde Securities and Exchange Act of 1934. Developer acknowledges and agrees that each condition required to he met hyaproposed transferee hereunder is necessary to assure the transferee's full performance ofits obligations as "Developer" hereunder.

8.12 Notwithstanding anything to the contrary in this Agreement (including hut not limited to Sections 8.1,8.2, 8.4, 8.5,8.6, 8.7,8.8, and 8.11 hereof), ifDeveloperisacorporation, partnership or limitedliahility company, any one or more principals of Developer may sell,assign,transfer,convey, give, pledge, mortgage, encumber, or hypothecate any direct or indirect interest in Developer, this Agreement or the rights granted hereunder; provided that such principal or principalsretain, in the aggregate, in excess of fifty percent (50^) of the total voting power of Developer, subject only to the following conditions:

8.12.1 Developer shallgivefranchisor reasonable prior written notice of the proposed transfer along with such background information on the proposed transferee that franchisor may reasonably request so that franchisor may investigate the personal character of the proposed transferee; determine whether the proposed transferee has any interests in a competitive business; or determine whether there is any other factor which may indicate that the proposed transfer has the potential to adversely affect the System;

8.12.2 franchisor will not unreasonably withholdits consent to such transfer and will provide Developer with wrinen approval or disapproval ofthe transferas soon as reasonably possible. If written disapproval isnot receivedby Developer withinfifteen (15) business days afterthe date of receipt by franchisor,such transfer shall be deemed approved;

812.3 Developer shall obtain execution ofthe agreements and covenants ofthe transferee required under Sections7.1.6 andll.9,if requested by franchisor.

ARTICEED^ DEEAUET AND TERMINATION

9.1 This Agreement andallrightsgrantedto Developer hereunder shall automatically terminate ifDeveloperbecomesinsolventormakesageneral assignment for the benefit of creditors; or if apetition in bankruptcy is filed by Developer or filed against Developer and not opposed by Developer; or if Developer is adjudicated as bankrupt or insolvent; or ifabill in equity or other proceeding for the appointmentofareceiverofDeveloperorothercustodian for Developer's business or assets if filed and consentedtoby Developer; or ifareceiver or other custodian (permanent or temporary)of Developer's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings foracomposition with creditors under any state or federal law are instituted by or against Developer; or ifafinal judgment remains unsatisfied or of record for thirty (30)days or longer(unless supersedeasbondisfiled);or if Developer is dissolved;orifasuittofbrecloseanylien or mortgage against the premises or equipment ofDeveloper is instituted against Developer and not dismissed within thirty (30)days; orifexecution is leviedagainst Developer'sbusinessor property; or ifthereal or personal property ofDeveloper is sold after levy thereupon by any sheriff, marshal, or constable.

9.2 Except as otherwise required or prohibited under applicable statute. Developer shall bedeemedtobeindefault,and franchisor at its optionmay terminate this Agreement and allrights grantedDeveloperhereunder.effectiveimmediately uponreceiptofnoticeby Developer and without affording Developer anyopportunity to cure the default,upon the occurrence of anyofthefbllowing events: fx^fldo^ 10 9.2^ If Devdoper(orif Developer isacorporafion, partnership orlimited hahihtyeompany, any prineipal ofDeveloper) is eonvietedofaf^^ moral tarpftade,or found liable inaeivil elaimfor fraud^orany nnfairordeeeptiveaet or praetiee thatfranehisor believes is reasonably li^ Proprietary Marks^be goodwill associated tberewhb.orfranebisor's interest tbe

^2.2 If Developer (or if Developer isaeorporation, partnership or limited liabilityeompany^any prineipalof Developer) fails to comply with the in-termeovenants in Article XI;

9.2^ If, contrary to the terms of ArticleVll, Developer discloses or divulges any confidential information provided to Developer by Franchisor;

9^.4 IfDeveloper knowingly maintains false books or records or knowingly submits any false reports to Franchisor, or if Developer made any material false statements to Franchisor in connection with its application for development rights or any franchise;

If Developer repeatedly is in default under Section 9.4, for failure substantially to comply with any of the requirements imposed under this Agreement,whether or not cured after notice. For purposes of this Section 9.2.5 and otherwise under this Agreement, "repeatedly" is defined as three (3)or more times during the term of this Agreement;

9.2.6 IfDeveloper knowingly fails to comply with the requirements of Article Xll

9.3 Except as otherwise prohibited or required under applicable statute, if Developer fails to comply with the Schedule, Developer shall have sixty (60) days after receipt from Franchisor ofa written Notice ofTermination within which to cure such default. Ifsuch default is not cured within that time, or such longer period as applicable law may require, this Agreement shall terminate without further noticeto Franchisee immediately upon the expirationofsaid period.

9.4 Except asprovided inSections9.1, 9.2 and9.3hereof^ and except as otherwise prohibited or required under applicable statute, Developer shall have thirty (30) days after receipt from Franchisor ofawritten Notice ofTermination within which to remedy any default hereunder and provide evidence thereof to Franchisor. Ifany such default is not cured within that time, or such longer period as applicable law may require, this Agreement shall terminate without further notice to Developer immediately upon the expiration of said period. Such defaults include.without limitation, the occur^^ ofany ofthe following events:

9.4.1 IfDeveloperfailstosubmitwhendueany reports, financial information, or other information or documents required by Franchisor under this Agreement;

9.4.2 If Developer fails to observe or maintain any of the standards or procedures prescribed by Franchisor in this Agreement, in Franchisor's Confidential Operations Manuals, or otherwise in writing;

9.4.3 If Developer engages in any illegal, fraudulent, unfair or deceptive business practices;

9.4.4 IfDeveloper misuses or makes any unauthorized use ofthe Proprietary marks;

9.4.5 IfDeveloper directly or indirectly commences or conducts any business operation or markets any product or service under any name or proprietary mark which, in Franchisor's sole opinion, is confusingly similarto the Proprietary Marks; E^l^do^ 11 If Developer fails toobtam FranehisoBs prior approval oreonsent as required ander this Agreement

IfDeveloper is in default under the terms ofany franehise agreement or other development agreement hetweenfranehisor and Developer;

If Developer fails to ohtainexeeution of the agreements and covenants required under Seetions^l^andll^;

9^.9 If Developer or any partner, memher or shareholder in Developer purports to transfer any rights or obligations under this Agreement or any interest in Developerto athird party without Franchisor's prior wrinen consent, when sueh consent is required hyA^ Vlll;

9^10 ifapermitted or approved transfer is noteffectedwithinareasonahle time, as required under Section 8.3 hereof, following Developer's death or mental incompetency;

9.4.11 IfDeveloperfailstopayonatimely basis its taxes or other governmental charges, rent, lease payments, or payments to suppliers or other trade creditors;

9.4.12 If Developerotherwisefails substantially tocomplywithany of its obligations underthis Agreement orto carry outthetermshereofin good faith.

ARTICLED DBLIGATIONS UPON TERMINATION DREXPIRATIDN

10.1 Except as set forth herein, upon the expiration ofthis Agreement, or its termination for any reason, all ofDeveloper's rights hereunder shall terminate. In particular, and without limiting the foregoing. Developer shall:

101.1 Immediately deliver to Franchisor or its designee all materials provided by Franchisor relating to development of the Option Area, including,withoutlimitation,plans, specifications, designs,records, data, samples, models,programs,trainingtapes,handbooks, drawings, customer lists, files, invoices, instructions, correspondence, and all copies thereof of which are acknowledged to be Franchisor's property,and retain no copy or record of any of the foregoing except Developer's copy of this Agreement and such documents as Developer reasonably needs for compliance with any provision oflaw.

10.1.2 Promptly pay all sums owing to Franchisor, its subsidiaries, affiliates, and divisions.

10.1.3 Comply with all requirements under this Agreement which expressly or by reasonable implication apply to Developer's conduct after termination or expiration.

10.2 Termination or expiration of this Agreement shall not affect the rights of Developer to operate other Smoothie King Units in accordance with the terms ofany other franchise agreements then in effect between Franchisor and Developer.

ARTICLE XI. COVENANTS NOT TO COMPETE

11.1 During the term of this Agreement, Developer covenants that Developer shall not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, or legal entity, divert or attempt to divert any business or customer of a Smoothie King franchisee to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any Exh2014.doc 12 o^^mjuriousorpr^

Duringthe^rm ofthis Agreement and tbraperiodoftwo^yearsafter its termination or expiratio^Deveioper covenants that Oeveiop^^ employ or seek to employ any person who is at that time (or was within the previous six^mont^^^ employed hy franchisor or hy any other Smoothie King franchiseeo r developer withoutthe prior express permission ofsach employer, or otherwise directly or indirectly induce any such employee to leave his or heremploymenf

lf3 Developer specifically acknowledges that,pursuanttothisAgreement,Developer willreceive valuable specialized training andconfidential inlbrmation,including, without limitation, information concerning the operational, sales, promotional, and marketing methods and techniques of franchisor and the System. Developeracknowledgesthatthe franchisor hasaright to he protected against the potential tor unfair competition hy the Developer's use ofthe franchisor's tra^ and confidential information in direct competition with franchisor and, therefore, Devel^^ follows:

lf3.1 During the term ofthis Agreement, exceptasotherwiseapproved in writing hy franchisor, Developer shall refrain from competing with franchisor or other franchisees offranchisor or engaging in any other business similar to that which is subject ofthe franchise (except pursuant to other Smoothie King development agreements or franchise agreements between Developer and franchisor).

If3.2 foraperiod of two (2) years following termination or expiration of this Agreement, Developer shall refrain from engaging in any other business similar to that which is the subject ofthe franchisean d from competing with or soliciting the customers offranchisor or other franchiseesoffranchiso r within the Option Area and^orareasonable market area extending from the Option Area, or within the market area ofany other Smoothie King Unit in existence or planned as of the time of the termination or expiration of this Agreement (except pursuant to other Smoothie King development agreements or franchise agreements between Developer and franchisor).

11.4 Sectionll.3 shall not apply to ownership by Developer of less thanafive percent (5^) beneficial interest in the outstanding equity securities ofany publicly held corporation, as defi^ Section^ll

11.5 The parties agree that each of the foregoing covenants shall be construed as independent ofevery other covenant or provision ofthis Agreement. If all or any portion ofacovenant in this Article XI is held unreasonable or unenforceable byacourt or agency having valid jurisdiction in an unappealed final decision to whichfranchisorisaparty^Developer 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 ifthe resulting covenantwere separately stated in and madeapart ofthis Article XI

11.6 Developer understands and acknowledges that franchisor shall have the right, in its sole discretion, to reduce the scope ofany covenant set forth in this Article XI,or any portion thereof, without Developer's consent, effective immediately upon receipt by Developer of written notice thereof; and Developer agrees tocomply forthwith withany covenant assoreduced, which shall befully enforceable notwithstanding the provisions ofSectionl7.2.

11.7 Developerexpressly agreesthat the existence of anyclaimsit may have against franchisor,whetherornotarisingfromthisAgreement, shall not constituteadefense to the enforcement by franchisor ofthe covenants in this Article XI.

11.8 Developer acknowledges that Developer's violation of the terms of this Article XI would result in irreparable injury to franchisor for which no adequate remedy at law may be available, fx^fl.d^ 13 and Developer aeeordingly consent to the issuanee of an injunction prohibiting any conduct hy Developer in violation ofthe terms ofthis Article XL

1L9 At franchisor's request. Developer shall obtain and deliver executed covenants similar to those set torth in this Article XI from any or all persons who have or may have an ownership interest in Developer or in this Agreement or who receive or have access to training and other intbrmation under the System. Suchcovenants shall be in a tbrm satisfactory tofranchisor, including, without limitation, specificidentitication of franchisor asathirdpartybeneticiaryof such covenants with the independent right to enforce them.

ARTICLE XIL TAXES, ELRMITS^NDEBTLDNLSS

12.1 Developer shall promptly pay when dueall taxes levied or assessed, including without limitation, unemployment and sales taxes, and all accounts and other indebtedness ofevery kind incurred by Developer in the development ofthe Option Area.

12.2 In the event ofany bona fide dispute as to Developer's liability for taxes assessed or other indebtedness. Developer may contest the validity or theamount ofthe tax or indebtedness in accordance with procedures of the taxing authority or applicable law; however, in no event shall Developer permitatax sale or seizure by levy or execution or similar writ or warrant, or attachment bya creditor, to occur against the property ofDeveloper or any improvements thereon.

12.3 Developer shall comply with all federal, state, and local laws, rules, and regulations, and shall timelyobtain any and allpermits,cenificates, or licenses necessary for the full and pr^^ conduct of its business, including, without limitation, licenses to do business, fictitious name registrations, sales tax permits and fire clearances.

12.4 Developer shall notify franchisor in writing within five (5) days of the commencementofanyaction,suit,orproceeding,andoftheissuance of any order, writ, injunction, award, or decree of any court, agency,or other governmental instrumentality,which may adversely affect the operation orfinancial condition ofDeveloper.

ARTICLE XllI. INDEPENDENT CONTRACTOR

13.1 Itisunderstoodandagreed by the parties hereto that this Agreement does not createa fiduciary relationship between them; that Developer shall be an independent contractor; and that nothing in this Agreement is intended to constitute eitherparty as an agent, legal representative, subsidiary,joint venturer, partner, employee, or servant ofthe other for any purpose whatsoever.

13.2 During the term ofthis Agreement, Developer shall hold itselfout to the public as an independent contractor operating pursuant to an area development agreement fromfranchisor. Developer agrees to take such action as may be necessary to do so.

13 3 It is understood and agreed that nothing in this Agreement authorises Developer to make any contract, agreement, warranty,or representation on franchisor's behalf, or to incur any debt or obligation in franchisor's name; and thatfranchisor shall in no event assume liability for,or be deemed liablehereunder asaresult of any such action;norshallfranchisorbeliable by reason of any act or omission of Developer inthe conductofitsbusiness or for any claimor judgment arising therefrom against Developer or franchisor.

ARTICLE XIV. INDEMNIFICATION

14.1 Developer shall indemnify and hold harmless franchisor,its affiliates, successors and assigns and respective directors, officers, employees, agents and representatives of each ^collectw^^ ''Indemnitees''), from all losses and expenses,which shall include, without limitation, all losses, expense fx^4d^ 14 damaged cost^ segment amoun^judgmen^ andaftorney^ fee^ mcurred inconnecfion with any action, suit, proceeding, cia^^ thereof (whether or notaformaipro^ upon any acts, errors or omissions, or breach ofany contract or regulation, ofDeveloper or any of^ agents, servants, employees, contractors, partners, affiliates or representatives.

14.2 Notwithstanding anything to the contrary in this Article XIV, nothing in this Agreement shall obligate Developer to indemnity any ofthe Indemnitees lor losses and expenses arising out ofor based upon such Indemnitees'gross negligence or intentional misconduct.

14.3 Ifany action, suit, proceeding, claim, demand, inquiry or investigation as described in Section 14.1 becommencedorasserted(a"Claim^, inrespectofwhichoneormore Indemnitees proposes to demand indemnification from Developer, Developer will be given notice thereofas soon as practicable and shall have the right, exercisable by wrinen notice to the Indemnitee delivered within ten days after Developer is notified of the Claim, to join in the defense, compromise, or settlement thereof through its own anorneys and at its own expense. IfDeveloper exercises its right tojoin the defense, compromise, or settlement ofaClaim as permitted above, decisions concerningstrategy, procedure, defenses, cross-claims, counterclaims, compromise and settlement shall be made by mutual consent ofthe Indemnitee and Developer, provided that if such parties cannot agree between themselves onadecision that is material to the handling ofthe Claim, the Indemnitee shall have the option, exercisable by wri^ notice to Developer,to either:

(a) take over complete control ofthe Claim and release Developer from its indemnity liability to the Indemnitee with respect to that particular Claim, or

(b) turn over complete control of the Claim to Developer and demand indemnification from Developer underthe indemnity provisions ofthis Article XIV.

14.4 Regardless of whether the defense of any Claim is being undertaken by the parties jointly or by either ofthem alone as provided in Section 14.3, the parties each agree with the other to aid in tbe conduct ofsuch defense to any reasonable extent, including furnishing each other with records or documents related to the Claim, permitting employees connected with the Claim to testify at depositions or in court, and complying with any other reasonable request made by the other party in furtherance ofthe defense ofthe Claim.

ARTICLE XV. APPROVALS ANDWAIVERS

15.1 Whenever this Agreement requires the prior approval or consent offranchisor, Developershallmakeatimely written requesttoPranchisortherefor, and such approval or consent shall be obtained in writing.

15.2 Pranchisormakes no warrantiesorguarantees upon which Developer may rely,and assumes no liability or obligation to Developer by providing any waiver, approval, consent, or suggestion to Developer in connection with any consent, or by reason of any neglect, delay,or denial of any request therefor.

15.3 No failure offranchisorto exercise any power reserved to it underthis Agreement, or to insist uponcomplianceby Developer withany obligationor condition in this Agreement,andno custom or practice of the parties at variance with the terms hereof, shall constitute a waiver of franchisor's rights to demand exact compliance with any ofthe terms ofthis Agreement. Waiver by franchisor of any particular default shall not affect or impair franchisor's rights with respect to any subsequent defaultof the same oradifferentnature;nor shall anydelay,fbrbearance,or omission by franchisor to exercise any power or right arising out ofabreach or default by Developer of any of the terms,provisions,or covenants of this Agreement affector impair franchisor'srights;nor shall such constituteawaiver by franchisor of any rights hereunder or rights to declare any subsequent breach or fxh20^^ 15 d^uh

ARTICLE NOTICES

16.1 All notices hereunder shall be In writing and shall be perso^^ by certified or registered mall, return receipt r^ on the first page of this Agreement, unless and unfiladifterent address has been designated by written notice to the other party.

ARTICLE XVIE ENTIRE AGREEMENT

17.1 This Agreement, the documents referred to herein and the attachments hereto constitutethe entire, tu11,andcomp1ete Agreementbetween Franchisor and Developer and any other parties hereto concerning the subject matter of this Agreement, and supersede all prior agreements. If Developeris relying upon or has been induced byarepresentation to execute this Agreement that is not embodied in this Agreement, Developer is hereby expressly advisedand agreesnot to execute this Agreement unless the representation is included herein. By executing this Agreement, Developer expressly acknowledges that no other representations have induced Developer and^or any other parties heretoto execute this Agreement. Norepresentations, inducements,promises,oragreements,ora1or otherwise, not embodied herein or attached hereto were made by any party,and none shall be of any force or effect with reference to this Agreement or otherwise.

17.2 Except for those permined to be made unilaterally by Franchisor hereunder, no amendment, change,variance or cancellation of this Agreement shall be binding on either party unless mutually agreed to by the parties and executed by their authorized officers or agents in writing.

ARTICLE XVIIL SEVERABILITY ANDCDNSTRLCTIDN

18.1 Except as expressly provided to the contrary herein, each portion, section, part, term andBor provision ofthis Agreement shall be considered severable; and if^ for any reason, aportion, section, part, term, andôr provision herein is determined to be invalid and contrary to, or in conflict with, anyexistingorfuturelaworregulationby acourt or agency having validjurisdiction, such shallnot impair the operation of^ or have any other effect upon, such other portions^ sections, parts, terms, andôr provisionsofthis Agreement asmay remain otherwiseintelligible; and thelaner shall continue to be given full force and effect and bind the parties hereof; and said invalid portions, sections, parts, andôr provisions shall be deemed not to beapart of this Agreement

18.2 Except as expressly providedtothecontraryherein,nothinginthis Agreement is intended.norshall be deemed, to confer upon any person or legal entity other than Deve1oper,Franchisor, FranchisoBsofficers,directors,andemp1oyees, andsuchof Developer'sand Franchisor'srespective successors and assigns as may be contemplated (and, as toDeve1oper,permitted)byArtic1eV111,any rights or remedies under or by reason ofthis Agreement.

18.3 Developerexpressly agrees tobeboundby any promise or covenant imposing the maximum duty permitted by law which is subsumed within the termsofany provision hereof, as though it were separately articulated in and madeapart of this Agreement, that may result from striking from any of the provisions hereof any portion or portions which a court may hold to be unreasonable and unenforceable inafinaldecision to which Franchisor isaparty,orfromreducingthescope ofany promiseorcovenanttothe extent required tocomply with suchacourt order.

18.4 All captions in the Agreement are intended solely for the convenience ofthe parties, and none shall be deemed to affect the meaning or construction ofany provision hereof.

18.5 All references herein tothe masculine, neuter, or singular shall be construed to include the masculine, feminine, neuter, or p1ura1,where applicable; and all acknowledgments, promises, E^^^ 16 covenant agreeme^ and o^igafions he^m made or undertaken by Developer sb^l be deemed solidary and jomlly and severally^

18.6 Tbls Agreement sball be efieefive and binding onfraneblser only wben executed on bebalf of Franeblsor by Its President, or sueb otberotfieer expressly authorized and designated by resolution ofPraneblsor's Board ofDlreetors.

ARTICLE XIX. APPLICABLE LAW

19.1 Developer acknowledges that franchisor may grant numerous Development agreements and franchises throughout the United States on terms and conditions similar to those set ^ in this Agreement, and that it is of mutual benefit to Developer and to franchisor that these terms and conditions be uniformly interpreted. Therefore, the parties agree that this Agreement takes effect upon its acceptance and execution by franchisor infouisiana and shallbeinterpretedandconstrued under the lawsthereof^whichlawsshall prevail in the event of any conflict oflaw.

19.2 The partiesagreethatanycauseofaction,claim,suitordemand allegedly arising fromor related to the terms of this Agreement or the relationship of the parties will be brought in the federal District Court for the Eastern District offouisiana or in state court in the judicial dist^ franchisor has its principal place of business. Both parties hereto irrevocably admit themselves to, and consent to, the jurisdiction of such courts. The provisions ofthis subsection will survive the termination of this Agreement. Developer is aware of the business purposes and needs underlying the language of this subsection and, withacomplete understanding thereof, agrees to be bound in the manner stated.

19.3 Waiver of Punitive and Conse^uentialDamages. Franchisor andDeveloper (and their respective owners and guarantors, if applicabie)agree to waive, to the fullest e^ent permitted by law, the right to or claim for any punitive or exemplary damages against the other and agree thatintheeventofadisputebetweentbem,each will be limited to the recovery of actual damages sustained by iL

19.4 JurvWaiver. franchisorandDeveloperherebywaiveanyandall rights toatrial by jury in connection withtheenforcementorinterpretationbyjudicial process of any provisionof this Agreement and in connection with allegations of state or federal statutory violations, fraud, misrepresentation or similar causes of action or any legal action initiated for the recovery of damages fb^ breach ofthis Agreement.

19.5 Nothing herein contained shall barfranchisor's right to obtain injunctive relief in any court against threatened conduct that will cause it loss or damages, under the usual equity rules, including the applicable rules for obtaining restraining orders and preliminary injunctions.

19.6 The nonprevailing will pay all costs and expenses, including reasonable attorneys'fees, the prevailing party incurs in any action brought to enforce any provision ofthis Agreement, to e^oin any violation ofthis Agreement orto intervene in any action brought by the other party hereto.

ARTICLED AC^NDWLEDCMENTS

20.1 Developeracknowledgesthat it has conducted anindependent investigation of the Smoothie King System and recognizes that the business venture contemplated by this Agreement involves business risksand that its success will be largely dependent upon theability of Developer asan independent businessperson. franchisor expressly disclaims the making of, and Developer acknowledges that it has not received, any warranty or guarantee, express or implied, as to the potential volume, profits, or success ofthe business venture contemplated by this Agreement.

20.2 Developeracknowledgesthat it receivedacopy of the complete Area Development Agreement, the Attachments thereto, and agreements relating thereto, if any, at l^stleast seven (7) fx^l^d^ 17 businosGcalendar days prior to the date on which this Agreement was executed. Developer further acknowledges that it received the disclosure statement required by the Trade Regulation Rule of the Federal Trade Commission entitled "Franchise Disclosure Document" at least fourteen (14) businesscalendar days prior to the date on which this Agreement was executed.

20.3 Developer acknowledges that it has read and understood this Agreement, the Attachments hereto, and any agreements relating thereto, and that Franchisor has accorded Developer ample time and opportunity to consult with advisers of Developer's own choosing about the potential benefits and risks of entering into this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as ofthe date(s) set forth below.

WITNESSES: DEVELOPER:

By:

Date:

FRANCHISOR:

Smoothie King Franchises, Inc.

By:

Title:

Effective Date:

Dev. Area

Exh2014.doc 18 SMOOTHIE KING FRANCHISES, INC. AREA DEVELOPMENT AGREEMENT

OPTION AREA DESCRIPTION

The Option Area referred to in Section 3.1 of the Area Development Agreement is described as follows:

The area defined at the date ofthis Agreement as:

See the attached map of the metropolitan area. The boundaries of the Option Area are highlighted. Most of the boundaries of the Option Area constitute streets, county lines or natural landmarks such as rivers, lakes or other bodies of water. With respect to streets and county lines, the Option Area will extend to the middle of such street or county line. As to natural landmarks such as rivers and lakes or other bodies of water, the Option Area shall extend to the shoreline of such body of water. If the boundary of the Option Area does not follow a street, political line or natural landmark, then the boundary line will be interpreted to extend in a straight line from the last point of reference to the next.

[or]

The area located within the boundaries of County, .

Initial

Exh20I4.doc Dev. Area

SMOOTHIE KING FRANCHISES, INC. AREA DEVELOPMENT AGREEMENT

DEVELOPMENT SCHEDULE

Developer agrees to have the designated Smoothie King Units open and in operation in the Option Area in accordance with the following schedule:

Total Number of Developer's Units Open and In Operation In the Option By (Date) Area

TOTAL UNITS

Initial

Exh2014.doc 20 ACKNOWLEDGMENT

STATE OF

PARISH/COUNTY OF

BEFORE ME, the undersigned notary public duly commissioned and qualified in and for the parish/county and state aforesaid, personally came and appeared who, having first being duly sworn, did say and acknowledge to me, notary, that appearer subscribed his/her name to the foregoing instrument as a party thereunto, and acknowledged that he executed it as his own free act and deed for the purposes and consideration therein expressed.

In witness whereof the appearer does hereunto execute this acknowledgment in the presence of the undersigned competent witnesses who sign together with appearer and me, notary, on this day of , 20 .

WITNESSES:

Print Name: By: Appearer

Print Name:

NOTARY PUBLIC

Notary ID #

Exh20l4.doc 21 EXHIBIT F

FRANCHISE AGREEMENT Unit No.

SMOOTHIE KING FRANCHISES, INC. FRANCHISE AGREEMENT

TABLE OF CONTENTS

ARTICLE L GRANT OF FRANCHISE; PROTECTED TERRITORY I ARTICLE IL TERM AND RENEWAL 3 ARTICLE III. FEES AND PAYMENTS 4 ARTICLE IV. SERVICES PROVIDED BY FRANCHISOR 5 ARTICLE V. FRANCHISEE'S FORM OF ORGANIZATION 6 ARTICLE VI. CONFIDENTIALITY 7 ARTICLE VII. CONFIDENTIAL OPERATIONS MANUAL 8 ARTICLE VIII. PROPRIETARY MARKS 9 ARTICLE IX. MANAGEMENT AND TRAINING 11 ARTICLE X. DUTIES OF FRANCHISEE 12 ARTICLE XL ACCOUNTING AND RECORDKEEPING 17 ARTICLE XIL ADVERTISING, PROMOTION, ANDMARKETING 19 ARTICLE XIII. INSURANCE 22 ARTICLE XIV. DEFAULT AND TERMINATION 22 ARTICLE XV. TRANSFER OF INTEREST 25 ARTICLE XVI. OBLIGATIONS UPON TERMINATION OR EXPIRATION 29 ARTICLE XVII. COVENANTS NOT TO COMPETE 30 ARTICLE XVIIL TAXES, PERMITS, INDEBTEDNESS 32 ARTICLE XIX. INDEPENDENT CONTRACTOR 32 ARTICLE XX. INDEMNIFICATION 33 ARTICLE XXL APPROVALS AND WAIVERS 34 ARTICLE XXII. NOTICES 34 ARTICLE XXIII. ENTIRE AGREEMENT; MODIFICATIONS 34 ARTICLE XXIV. SEVERABILITY AND INTERPRETATION 35 ARTICLE XXV. ENFORCEMENT 36 ARTICLE XXVI. APPLICABLE LAW 37 ARTICLE XXVII. ACKNOWLEDGMENTS 37 ATTACHMENT A PROTECTED TERRITORY 39 ATTACHMENT B AUTOMATIC BANK DRAFT CONSENT 40 ATTACHMENT C ACKNOWLEDGMENT 41

-i- SMOOTHIEKING FRANGHISEAGREEMENT

ThisAg^m^^madeanden^dm^^ dayof ,20 , between Smootbie King franebises, tne., a Louisiana corporation baling its principal place ofbusiness in OovingtonMetairie.Louisiana.wit^ OausewavBi^ Suite 1300, Metairie LA70002 ^Smootbie^ing" ^a ,witbamaiiingaddressof ^"Francbisee"^

REOITAES

A WHEREAS, Franchisor, basdeveiopedandownsasystem tortbeestabiisbment and operation of businesses offering nutritionaldrinks and generainutrition products offers francbisesto persons wboseprimary business will betbesaleof products under franchisor's System and Proprietary Marks fromaspecific retail location^the^Unif'or "francs

B. WHEREAS, the characteristics ofthe System include specialised training, management, and marketing techniques and materials; procedures and methods of operation; confidential recipes and formulas, uniform standards, specifications, and procedures for products, equipment and services; distinctive appearance; and advertising and promotional programs, all of which may be changed, improved, and ft^rther developed by franchisor from time to time;

0. WHEREAS, franchisor identifies the System by means ofcertain trade names, service marks, trademarks, logos, emblems, and indicia of origm^ mark "SMOOTHIE KlNO^,"andsucbothernames,marksandindicia as may now or hereafter be designated byfranchisor in writing for use in connection with the System;

O. WHEREAS,franchisor continues to develop, use, and control the use ofthe Proprietary Marks in order to identify for the public the source ofproducts and services marketed thereunder and to represent the high standards ofquality associated therewith;

E. WHEREAS,franchiseedesirestoestablish and operateabusiness in accordance with the Systemand for that purpose wishes to obtainaftanchise from franchisor and to receive the training and other assistance provided in connection therewith; and

f. WHEREAS, franchiseeunderstands and acknowledges theimportanceoffranchisor's standards ofquality and service and thenecessityofoperating the businessfranchisedhereunder in conformity withfranchisor'sstandards and specifications.

NOW, THEREfORE, in consideration of the premises and mutual undertakings and commitments set forth herein,franchisor and franchisee agree as follows:

AREIGEEE GRANT OEERANOHISE^ PROTECTED TERRITORY

fl Subjecttothetermsandconditions of this Agreement, franchisor grants to franchiseea personal right and license, andfranchisee undertakes the obligation, to operate one SMOOTHIEKING^ franchised Business and to use the Proprietary Marks and the System solely in connection therewith.

1 ^4^rc^ô^ L2 Franch^sh^^ândêor^ Ifat thefimeof execufioo ofthis Agreement, Franchisee hasnot secured asite tor the Franchised Business, Franchisee shaii immediately hegin to lo^ Area"): General Area. The General Area is described solely to limit the area within which Franchisee may seekasite location tor the Unit. Until Franchisee securesaleaseandaFrotectedTerritoiy is designated, nothing in this Agreement shall he deemed to prevent Franchisor trom granting franchisest o others tor site locations within the General A^ time.

1.3 Franchisee shall operate the Franchised Business only at and from the location approved in writing hyFranchisor(the "Location"), which approval shall not he unreasonably withheld. Franchisor shall evaluate Franchisee's proposed location(s) as soon as reasonably possible in accordance with the procedures set tbrth in the "Manuals"(as defined by Franchisor.

1.4 Upon Franchisee securing a lease for the Location and prior to the store opening. Franchisor shall designateageographicalarea surrounding the Franchised Business, to be described in Anachment A(the"FrotectedTerritory") Subject to thefollowing. Franchisor will notestablishor operate fulLservice SmoothieKing^ Units, nor grantafranchise to any person other than Franchisee to establish or operate fulLservice Smoothie King^Units,under the System and Proprietary Marksm FrotectedTerritory. Franchisor may establish, operate or grantafranchise or license to others to operate SmoothieKing^Units under theSystem and Proprietary Marks at any "Special" location, as defined below,orsellproduct or servicelines through other channels of distribution,within and outside the ProtectedTerritoryatanytime, including those activities described in Section 8.3.6. Speciallocations aredefinedas locations that Smoothie King determines havearestricted trade area ("Special" locations). Examples of Special locations include locations in the tbllowing types of environments: malls, universities, schools, hospitals, military bases,casinos, conventioncenters,arenas,stadiums,airports, health and fitnessfacilities , office buildings, theme parks, amusement facilities and ot^^^ arenot locatedonthestreet and theprimary tradearea is restricted to certaintrade generators. For SmoothieKing^ Units that are not located at Special locations, the FrotectedTerritory will be defined by identifiable boundaries and include a business, seasonal and/or residential population count of approximately fifteen thousand (15,000) people,based upon then^current SmoothieKing site selection data. The boundaries of the FrotectedTerritory may be shaped, atFranchisor'ssole discretion, to match the population criteria, street or walk by traffic panerns and natural geographic features, such as bodies of water,interstate highways and other features that normally define guest trip patterns. The Protected Territory may include a business, seasonal and/or residential population count of less than fifteen thousand(15,000) people where there is less thanl5,000 people withinatwo mile natural trade area of the location, based upon the criteria above, such as in suburban, rural, or beach communities.

1.5 Franchisee shall construct, furnish and equip the Unit in accordance with this Agreement and such other terms and specifications as Franchisor may provide in writing to Franchisee. The rights and privileges granted to Franchisee under this Agreement are personal in nature, and may not be used at any other location other than the Location. Franchisee will not have the right to subfranchise or sublicense any ofits rights underthis Agreement.

1.6 IfFranchisee^slease for the Location expires or terminates without it being franchisee's fault, or ifin the judgment ofFranchisorandFranchisee. there isachange in the character of the Location sufficiently detrimentaltotheFranchised Business' potential to warrant itsrelocation. Franchisor will grant Franchisee permission to relocate theFranchised Business toalocation approved by Franchisor. Any relocation will be at Franchisee's sole expense. Except as provided herein or in Section 15.7.1

^ ^^^^^0^4 below, Franchise must pay Fra^ Franeb^orwlllprovldemeo^^ will reviewaproposed new site for tbefrauebised Business. Iffranebisorrequiresfranebisee to upgrade tbe store upon reioeatlon,Franebisor will,for an additional fee provide Franebiseewi^^ plan.

ARTICLED TERM AND RENTAL

2.1 Tbe term of tbis Agreement sballeommenee on tbe date first written above ("Effeetive Date^andsballexpireten(10)yearsfrom tbe date tbe Unit opens lor business, unless sooner t^^ under tbe terms bereof.

2.2 Franebiseemay,at its option, renew tbis Agreement for up to tbree^additional terms of five^yearseaeb, provided tbat respecting eaeb renewal:

2.21 Franebisee bas been and is in compliance witb tbe mandatory provisions contained in tbe Manuals and witb all material terms and conditions of tbis Agreement tbrougbout tbe current term and, at tbe time ofrenewal,is not in default ofany material term or condition of tbis Agreement, any amendment bereof, or any otber agreement between Francbisee and Francbisor, or its subsidiaries, affiliates or divisions;

2.22 francbisee bas givenfrancbisor written notice offrancbisee'selection to renew not less tbansix^montbs nor more tbannine^montbs prior to tbe end of tbe current term;

2.23 At tbe timeofrenewal,Francbisee bas satisfied all monetary obligations owed by Francbiseetofrancbisor and its subsidiaries, affiliates, and divisions;

2.2.4 Francbisee presents evidence satisfactory to Franchisor tbatErancbisee bas tbe right to remain in possession of tbeEocation for tbe duration of tbe renewal term or, in tbe alternative, obtainsFranchisor'sacceptanceofanew location for the Franchised Business;

2.2.5 Franchiseemakes,inamanner satisfactory toFranchisor, such renovation and modernisation ofthe Unit premises as Franchisor may require, including but not limited to signs, equipment, technological advances, furnishings and decor, to reflect the then current standards and image of the System, before Franchisee is granted its renewal franchise and signs Franchisor's then^current form of franchise agreement, as described in Section22.8 below;

2.2.6 Franchiseecomplies with Franchisor'sthenDcurrentqualificationand training requirements forfranchisee and its employees;

2.2.7 Franchiseeand Franchisorexecuteamutual release, inaform prescribed by Franchisor, ofany and all claims against each other and their subsidiaries, affiliates, and divisions, and their respective officers, directors, shareholders, employees, and agents; provided that this release shall not affect claims or obligations relating to confidentiality and covenants not to compete; and

2.2.8 Franchisee executes Franchisor's thenDcurrent form of franchise agreement, which agreement shall supersede this Agreement, except this Section 2.2 as it relatestothe number ofrenewal terms available. Franchisor's then^current form of franchise agreement may contain terms that differ from these provided in tbis Agreement, including fees and the si^e of Franchisee's FrotectedTerritory; providedthatFrancbiseewill pay tbe then current renewal fee

^ ^o^rc^^o^ charged by Franch^mh^ standard Relocafion Fee as described under SecfionL^

2.3 IfFranebiscrdeterrnmestbat Franchisee bas not met tbe eondificns set tortb above and the Franchise Agreement will not be renewed, Franchisor will provide written notice to France aiong with the reasons tor the decision not to renew theFranchise Agreement

ARTICLE HE FEESANDFAYMENTS

3.1 UponexecntionofthisAgreement, Franchisee shaii pay tofranchisor an initial franchise fee ofTwentyFiveTi^Thousand Doiiars^^30,0^

3.2 IfFranchiseehasenteredintoaDevelopment Agreement with Franchisor, the terms of such Development Agreement relating to initial franchise fees shall supersede the provisions relating to initial franchise fees set tbrth above.

3.3 The initial franchise fee is deemed paid to Franchisor upon Franchisor'sacceptance and execution ofthis Agreement. Thereafter,the initial fee shall be deemed fully earned and nonrefundable in consideration ofadministrative and other expenses incurred by the Franchisor in granting this franchise and for the Francbisor^slost or deterred opportunity to franchise others.

3.4 Franchiseeshall obtain financing within six^months and open tor business within one (l)year from the Effective Date ofthis Agreement.

3.5 During tbe term ofthis Agreement and subject to the tbllowing, Franchisee shall pay to Franchisor an operating fee equal to six percent (6^) of the monthly "Cross Sales"of the Franchised Business (see Section 3.8 for definition of "Cross Sales"). lfFranchisee(directlyorthrough an entity under "common control" with Franchisee)owns and operates more than ten(10) SmoothieKing^ Units, the operating fee will be six percent (6^) ofCross Sales toreach ofthe first(l^ through tenth (1^^^ SmoothieKing^ Units Franchisee opened and currently operates, five percent (5^) of Cross Salesfb^ tbeeleventh(ll^throughtwentieth(2C) SmoothieKingÛnitsFranchisee opened andcurrently operates, and four percent(4^)of Cross Sales for the twenty^first(21ând each additional Smoothie King^ Unit Franchisee opened and currently operates. The operating fee paid for any particular SmoothieKing^ Unit will be determined by the date on which the SmoothieKing^ Unit opened. For example, ifFranchiseeoperateseleven(ll)SmoothieKing^ Units, franchisee must pay Franchisorasix percent(6^)operatingteeontheCross Sales tor each of the first ten(10) SmoothieKing^ Units opened andafive percent(5^)operating fee on the eleventh(ll^SmoothieKing^flnit opened. Ifat any time Franchisee closes or sellsaSmoothieKing^ Unit that would result in an operating lee rate change, the change in the operating fee will be effective tor the next full monthly reporting period tor the Smooths KingÛnit. For example, ifFranchisee operates eleven(ll)Smoothieîng^ Units and Franchisee sells one(l)of those SmoothieKing^ Units tor which the operating fee is six percent(^) on Marchl5^, Franchisee will pay usasix(6^) operating fee on the Cross Sales of the eleventh(ll^SmoothieKing^ Unitcommencing with Cross Sales recordedfor the April reporting period For the purposes of this Section 3.5, an entity is deemed under "common control" with Franchisee if the entity is at least eighty percent(80^)ownedby thesameindividual(s) or entity who ownsFranchisee. SeeSection3.7for definition of"Cross Sales."

3.6 ToenableFranchisortooperateits System in the most etficient manner, all continuing payments required under tbis Article 111, including payments to one or more marketing and promotional funds established fiom time to time (as described in Article Xll), together with all other amounts d^^

^ ô^^c^ô^^ under this Agreement ormconne^^ draftor another payment methodeleeted hy Franehisor. Franehisee agrees to execute any necessary documents that may he required to pay Franchisor hy automated hank draft or other method of payment which isinthe sole discretion offranchisor. Franchisee shaii provide such reports or statements as are required underArticieXihereofto Franchisor at its corporate offices or such other place as Franchisor may designate in writing. Any payment or report not actuary received hy Franchisor or its designee hy the sixth(6th)day of any month(with respect to Gross Sales during the previous month^shaii he deemed overdueand will he assessedaiatetê of Fifty Dollars Smoothie King will have the right, upon sixty (60) days'written notice, to require Franchisee to make all payments required under this Article 111 and Article Xll,and to comply with all reporting ohligations under this Article and under Sectionll.3,on aweeklyhasis. Ifany payment check or draft is returned from Franchisors hank for insufficient funds. Franchisee will pay Fifty Dollars (^50) ft^rth e first occurrence and Seventy Five Dollars for eac occurrence thereafter Franchisor will have the right to increase such tees upon reasonable written notice toFranchisee. Ifany payment is overdue, Franchisee shallpayFranchisor,inadditiontothe overdue amount, interest on such amount from the date it was due until paid atarate equal to the lesser of eighteen percent(18^)perannumorthemaximum rate permitted under applicable law. The foregoing shall be in addition to any other remedies Franchisor may have, including,without limitation, tbe right of set-off to withdraw or retain, from time to time and without notice to Franchisee, any amounts due and unpaid by Franchisee ftom any accounts or amounts otherwise payable to Franchisee.

3.7 As used in this Agreement, the term "Gross Sales" shall mean the amount of sales ofall products and services sold in, on, about, from, or from such other place on behalfof, the Unit, including, without limitation, concessions off premises or catering or delivery by Franchisee,whether lor cash or on acharge,creditor time basis,including the reasonable market value of any goods or services sold or tmded in any barter or trade transaction,without reserve or deduction for inability or failure to collect, and including income ofevery kind and nature related to the Franchised Business. Gross Sales shall not include the amount of anyexcise or sales tax levied on retailsales and actually paid to appropriate governmental authorities. In computing Gross Sales, Franchisee may deduct the amount of over rings, refunds, allowances, or discounts to guests (including coupon sales)provided that such amounts have beenincludedin Gross Sales and provided that Franchisee complies with the requirements, including time limits, established by Franchisor from time to time in writing, relating to reporting and taking cr^^ against Gross Sales.

ARTICLED SEDGES PROVIDED BYFRANGHISDR

4.1 Franchisor agrees to provide to Franchisee, or assist Franchisee in obtaining, the tbllowing:

4.1.1 Such standard construction plans, specifications and layouts tor the buildout which includes: fioor plan layout which shows equipment, furnishings, decor and signs identified with SmoothieKing^ Units and approved suppliers tor the products and supplies as Franchisor makes available to all franchisees from time to time.

4.1.2 General site selection criteria and guidance in the selection ofan acceptable site and review ofthe lease fbrthe location ofthe Unit.

4.1.3 Review of site plans and final construction plans and specifications provided to Franchisor for conformity to the construction standards and specifications of the System,whether the Unitwillbearemodel or otherwise.

^ ^^TC^^O^ Imfi^ advanced framing and regional management training in the System, inelnding hut not limited to Mannainpd^ phone consultations, store visits, and Smoothie King^ standards, methods, procedures and techniques, at such times and places as Franchisor may designate tor its training program, in its discretion, and suhject to the other terms of Article IX.

4.1.5 Up to seven^days of on-site assistance in connection with the opening of the Unithy Franchisee, including assistance hyFranchisor'spersonnel.

4.1.6 The use ofthe Manuals and training aids, as revised hy Franchisor from time to timewhen, in Franchisor'sdiscretion, modifications are necessary.

4.1.7 Such merchandising, marketing and other data and advice as may from time to time he developed hy Franchisor, its subsidiary, affiliate or other entity or frmdestahlished for such purposes, and deemed hy Franchisor to he helpful in the operation ofthe Franchised Business.

4.1.8 Such periodic individual or group advice, consultation, and assistance, rendered hy personal visit or telephone, hy newsletters or hulletins made available from time to time to all SmoothieKing^ franchisees,or by internetor intranet, asFranchisor may deemnecessaryor appropriate.

41.9 Such bulletins, brochures. Manuals, intranet updates, and reports as may from time to time be published by or on behalfofFranchisor, regarding its plans, policies, research, developments and activities.

4.1.10 Such other resources and assistance as may hereafrer be developed and offered by Franchisor to all SmoothieKing^ franchisees

4.2 All oraportion of the obligations to be performed by Franchisor may be performed on behalf ofFranchisorbyathird party designated by Franchisor, as Franchisor deems appropriate.

ARTICLED FRANCHISEES FORM OF ORGAN^ATION

5.1 IfFranchiseeisorbecomesacorporation,partnership, limited liability company or other entity,Franchisee shall comply with the following requirements:

5.1.1 Franchisee shallconfine its activities to the establishment and operation of the Franchised Business.

5.1.2 Franchisees articles of incorporation and bylaws, partnership agreement or articles of organisation or operating agreement(or comparable governing documents)shall at all timesprovide that itsactivities areconfinedexclusively tothe operationof the Franchised Business and that the issuance and transfer ofvoting stock, or other ownership interest therein, is restricted by the terms ofthis Agreement.

5.1.3 Franchisee shall furnish Franchisor promptly, upon request, copies of Franchisee'sarticlesof incorporation,bylaws, partnership agreement, articles oforgani^ation, operating agreement and other governing documents, and any other documents Franchisor may reasonably request, and any amendments thereto.

6 ^^^^^^4 Franch^Sh^mam^nS^ coords of any eqmty purifies exc^maccordancew^ ^ purifies issned by franch^eesha^ bear the lowing lege^ eon^enously on eaeb stock eert^^

Tbe transfer oftbese securities is subject to tbe terms and conditions franchise Agreement witb Smoothie King franchises, inc. dated . Reference is made to said Agreement and to the restrictive provisions ofthe Articles and Byiaws ofthis Corporation.

5.2 franchisee shall furnish franchisor promptly, upon request, copies of any otber documents, including trust or other documents which relate to the operation ofthe franchised Business asfmnchisor may request, and any amendments thereto.

5.3 franchisee shall maintainacurrent list of all general and limited partners, managers and members, and all owners ofrecord and all beneficial owners ofany class of voting stock offranchisee, and any other persons having an ownership interest in franchisee, and shall furnish the list to franchis^^ promptly upon request.

5.4 Each individual holding in excess of fifteen percent(15^ of the total voting power in franchisee (including each individual holding in excess oftwenty percent (20^ofthe total voting power in any corporation, partnership or limited^ shall, upon therequest of franchisor, execute this Agreement or enter intoacontinuingguaranty agreement,inaform satisfactory to franchisor, assuming and agreeing to discharge all of the obligate of franchiseeunder this Agreement;provided,however,that each individual whohas executed this Agreement shall continue to be bound by this Agreement or enter intoacontinuing guaranty agreement, in a form satisfactory to franchisor, assuming and agreeing to discharge all ofthe obligations of franchiseeunderthisAgreement,regardlessofthatindividuafsownership interest in the new entity.

5.5 The corporation, partnership,limited liability companyor other entity shall be newly organised unless franchisor, in its sole discretion, is satisfied that there are no outstanding obh^^ which could adversely affect the franchised Business.

ARTICLE VE CONEIDENTIAEEfY

6.1 franchiseeexpresslyunderstandsandagreesthataconfidential relationship is established between franchisor and franchisee underthis Agreement,and that franchisor will be disclosing to franchisee certain confidential and proprietary information in connection with the System and franchisee^soperationofthe franchised Business, franchisee agrees that:

6.1.1 franchisee shall treat and maintain such information as confidential during the term ofthis Agreement and thereafter;

6.1.2 franchisee shall use such information only for its operations under this Agreement;

6.1.3 franchisee shalldisclosesuchinformation only to its employees or agents and not to anyone else;

6.1.4 franchisee shall restrict disclosure of such information to only those ofits employees or agents who are directly connected with the performance of work requiring

^ ^4^^^^^ know^dgethe^ofandsh^d^c^ employees or agents to cany outthefr assigned dufies;

Franchisee shall advise itsemployees and agents of the confidentialnatare of such information and the obligation not to disclose it;

Franchisee shall obtain and deliver to Franchisor signed confidentiality agreements from any or all ofFranchisee^s principals, employees, agents or other persons who may have access to confidential information. Sucbagreementsshall be inaform satisfactory to Franchisor and shall identify Franchisor asathird^party beneficiary with the independent righ^ enforce them.

6.2 Anyandall recipes, ingredients or proprietary prodncts,formulas, guest and supplier lists, product specifications and other information, knowledge, techniques, and know^ and all recordsandcopies thereof inany form, which Franchisor designates as confidential shall be deemed confidential for purposes ofthis Agreement.

6.3 It is understood and agreed that recipes, formulas, guest and supplier lists, product specifications, information, techniques and know-how developed, compiled or prepared by Franchisee, its employees or agents during the term ofthis Agreement and relating to the System or the operation ofthe Franchised Businessshallbedeemedapartoftheconfidential information protected hereunder.

6.4 Franchisee acknowledges that any failure to comply with the requirements ofthis Article VI will cause Franchisor irreparable injury,and Franchisee agreestopayallcourtcosts and reasonable legal and accounting fees incurred by Franchisor in obtaining specific performance of, or an injunction against violation ofthe requirements ofthis Article VI.

ARTICLE VIE CONFIDENTIAL OPERATIONS MANLAL

7.1 Toprotect the reputation and goodwill of Franchisor and to maintain high standards of operationunderthe Proprietary Marks, Franchisee shall conduct its business in accordance witb the standards and procedures stated in Franchisor's confidential operations manual and such other manuals issued by Franchisor, as Franchisor periodically may amend and supplement (collectively, the "Manuals"). Franchisor shall loan to Franchisee, during the term ofthis Agreement, either one hard copy of or electronic (intemet)access to each of the Manuals.

7.2 Franchisee shall at all times treat the Manuals and the information contained therein as confidential and shall maintain such information as secret and confidential. Franchisee shall not at any time copy, duplicate, record, or otherwise reproduce such materials, in whole or in part, nor otherwise make them available to any unauthorised person.

7.3 The Manuals shall at all times remain the sole property ofFranchisor, shall be kept ina secureplaceatthe Unit premises, andshall bereturned to franchisor promptly uponterminationor expiration ofthis Agreement.

7.4 Any revisions to the contents of the Manuals shallbe deemed effective upon receipt, unless otherwise specified by Franchisor.

7.5 Franchisee shall at all times ensure that its copy ofthe Manuals is kept current and up^ date In the event ofany dispute as to the contents ofthe Manuals, the terms ofthe master copy ofthe Manuals maintained by Franchisor at its headquarters shall be controlling.

^4^^^^4 7.6 Franch^ee ac^ow^dgesandagreesthatprom^^ System, mcludrng the Mannar are reasonab^ necessary and Smoothie King^ Units. The Manuals contain the offieiai mandatory operating standards, specifications and procedures as Franchisor periodically directs tor the operation ofaSmoothie King^ Unit.

7.7 Franchisee agrees that changes in the standards, specifications and procedures may hecome necessary and desirahle from time to time and agrees to accept and comply with such modifications,reyisionsandadditionstothe Manuals which Franchisor helievestohedesirahleand reasonably necessary. The Manuals and other specifications, standards and operating procedures communicated inwritingto Franchisee shall he deemedapart ofthis Agreement.

ARTICLE VHL FROPRIETARYMAR^S

8.1 Franchisor warrants with respect to the Proprietary Marks that:

8.1.1 Franchisor is the owner of all right,title, and interest in and to the Proprietary Marks.

8.1.2 Franchisor has taken and will take all steps reasonably necessary to preserve and protect the ownership and validity ofthe Proprietary Marks.

8.1.3 Franchisor will use and will permit Franchisee and other Smoothie King^ fianchiseestousetheProprietary Marks only in accordance with the System and the standards and specifications which underlie the goodwill associated with and symbolized by the Proprietary Marks.

8.2 With respect toFranchisee'slicensed useofthe Proprietary Markspursuanttothis Agreement,Franchisee covenants that:

821 Franchisee shalluse only the mark "SMCCTFIIFKINC^B and such other Proprietary Marksasaredesignatedinwritingby Franchisor for Franchisee^suse, and shall use them only in tbe manner authorised and permitted by Franchisor.

8.2.2 Franchisee shall use the Proprietary Marks only tor the operation of the FranchisedBusiness and only at the locationauthori^ed hereunder,or inadvertising tbrthe Franchised Business conducted at such location.

8.2.3 Unless otherwise authorised or required by Franchisor, Franchisee shall operate and advertise the Franchised Business under the name of^SMCCTUlFKlNC^" without prefix or suffix.

8.2.4 Franchisee shall not use the Proprietary Marks as part of its corporate or other legal name. Franchisee shallcomplywitbFranchisor'sinstructionsinfiling and maintaining requisite trade name or fictitious name registrations. Franchisee agrees to execute, during or afier the term of this Agreement, uponFranchisor'srequest, any consents necessary tor the registration ofFranchisor'scorporatenameinthestatewhereFranchiseeconductsthe Franchised Business.

8.2.5 Franchisee shall execute any documents deemed necessary by Franchisor or its counsel to obtain protection for the Proprietary Marks or to maintain their continued validity and enforceability.

9 ^^^^^^4 In the event that htigatlon involving the Proprietary Marks is instituted or threatenedagainstPranehisee^Pranehiseeshalipromptiy notity Franchisor and shaiieooperate fully with Franchisor in defending or seniing sueh litigation. Franchisor shaii defend and hold Franchisee harmless from any claims oftrademark infringement for the use ofthe Frop^^ Marks, provided that Franchisee promptly gives wrinen notice to Franchisor and tenders the fuii defense ofsuch claim to Franchisor, franchisor shaii have the complete control and direction of any such legal action, including the settlement thereof,without providing notice to Franchisee and shaii hear ail cost ofdefense ofany such claim or suit.

8.2.7 Franchisee shall not directly or indirectly contest the validity or ownership ofthe Proprietary Marks.

8.2.8 Franchisor retains the sole right to advertise andpromotetheSystemonthe internet and to create, operate, maintain and modify or discontinue the use of^aweh^site using theProprietary Marks. Except asprovided infection heioworasFranchisormay authorise in writing, Franchisee will not: (i)iink or frame Franchisor's website; (2) use the Proprietary Marks without Franchisor^sprior wrinen permission;^conductany husinessor offer to seli or advertise any products or services on the internet or other online communication systems;and^createorregisteranytnternetdomainore^maii addresses in connection with the Franchised Business. Franchisee wih not register, as Internet domain names, any of the Proprietary Marks now or hereafter owned hy Franchisor or any ahhreviation, acronym or variation ofthe Proprietary Marks, or any other name that could he deemed confusingly similar.

8.3 Franchisee expressly understands and acknowledges that:

8.3.1 Fhe Proprietary Marks are valid and serve to identify the System and those who are licensed or franchised under the System.

8.3.2 Franchisee'srighttouse theProprietary Marksis limitedtosuchusesasare authorised under this Agreement, and any unauthorised use thereof shall constitute an infringement ofFranchisor^srightsandavioIation of this Agreement

8.3.3 Ashetweentheparties hereto, Franchisor istheowner ofall right,title,and interest inandto theProprietary Marks and thegoodwillassociated with and symholi^edhy them.

8.3.4 Franchisee's use ofthe Proprietary Marks pursuant to this Agreement does not give Franchisee any ownership interest or other interest in or to the Proprietary Marks or System, except the nonexclusive license granted herein.

8.3.5 Upon transfer,expiration or termination of this Agreement and the license herein granted, any monetary amount assigned as "goodwill" shall not refer to goodwill inherent in the Proprietary Marks orSystem.

8.3.6 Notwithstanding anything in Sectionl.4,Franchisor may:

(a) Fstahlish Smoothie King^ company owned Units and grant other licensesand franchises for Smoothie King^ Unitsand the Proprietary Marks at any location outside of the FrotectedTerritory, in addition to those licenses and franchises already granted, asFranchisor, in its sole and exclusive discretion, deems appropriate;

10 ^^^^^0^4 (b) License or se^atbothwho^^e and are being sold in SmoothieKing^ Units, ineinding Franchisee's under the same or simitar Proprietary Marksorany other proprietary marks, at any location or distribution point within and outside the Protected Territory, without providing any rights therein toPranchisee.

8.4 Franchisor does not warrant or guarantee that it has the exclusive right to use the mark "SMOOTFltF KlNG^"orotherProprietary Marks oFFranchisor. Franchiseeagreesthat if for any reason, by virtue ofacourt or administrative order or otherwise,it becomes necessary or desirable for Franchisor,in its discretion, to cease use of the mark "SMOOFHlFKlNG^'oranyother Proprietary Marks ofFranchisor (in whole or in part), Franchisor shall have the right to substitute different proprietary marks for use in identifying the System and businesses operating thereunder, and Franchisor and/or Franchisee may thereafter operate under such other proprietary marks. Such substitution shall be the sole remedy ofFrancbisee and shall not affect the validity ofthis Agreement. Franchisee shall hold Franchisor harmless from any claims with respect to substitution ofany Proprietary Mark.

ARTICLE^MANAGEMENT AND TRAINING

9.1 Fxcept as Franchisor may otherwise expressly permit in writing, Franchisee (or, if Franchisee isacorpomtion or partnership,aprincipal(s)ofFranchisee)and its designated manager shall devote full time, energy,best efforts and direct on-premises supervision to the management and operation oftbeFranchisedBusiness(and, if applicable, to other SmoothieKing^ franchised businesses owned and operated by Franchisee). Franchisor must bekeptinfbrmedonacontinuingbasis of the identity of Franchisee'smanager and other personnel.

9.2 Franchisee's proposed designated Manager may,atFranchisor's sole discretion, be approved in advance byFranchisor. In such case as Franchisor, in its sole discretion, chooses to approve or disapprove Franchisee's manager, he/she must demonstrate, to Franchisor's satisfaction that he/sh^ satisfies Franchisor's managerial and business standards, and has the aptitude and ability to operate and supervise theFranchisedBusiness. BeforeFranchisee commences operating theFranchisedBusiness, Franchisee (or, if Franchisee is a corporation or partnership, all principal(s) of Franchisee) and Franchisee'sdesignated Manager shall attend and complete, to Franchisor's satisfaction, the initial franchise management training program thatFranchisor offers at its offices in Louisiana, or at ano^^ designated by Franchisor. Franchisee shall ensure that the Franchised Business is at all times under the managementand supervision ofatrained person acceptable to Franchisor. Franchisor may require any other principal or employee of Franchisee who is,or subsequently becomes, Franchisee'sdesignated Manager/Team Member(s)orotherwiseisactively involved inthe Franchised Business, to attend and satisfactorily complete Franchisor's initial franchise management training program and such other training programs asFranchisor may require. If Franchisee or any sucbpersonfailsto attend and satisfactorily completearequired program, Franchisee may designateasubstitute trainee acceptable to franchisor.

9.3 franchisee shallcauseitsmanagersandotheremployeestoattendand satisfactorily complete all mandatory training programs, including basic, advanced training, and regional management training refresher courses, and business seminars, as Franchisor may require from time to time. Franchisee shall ensure that all team members/employees are properly trained according to Franchisor's standards and that training certifications be available for review upon request byFranchisor.

9.4 franchisee or its employees shallberesponsible for allpersonalexpensesincurredby them in connection with training programs, including, without limitation, costs and expenses of

-11 ^^^^^^4 transportafio^^dgm^m^ Franch^ê^s^rig^^ch^ge reaSOnablefee5formaterial5and/or part^pafion many trammgCOUrseSOrsemmarSOfieredby 0^0^ behalf of Franchôêxc^^no^s^ be charged^ representmgfranebiseeattbemlfialfra^ franeblser may require franebêetomakereservafionsforfranebêeorftsemployeesmadvaneeofaUen^^ courses or semmars. franchisor may ebargeadeposltmeonueefion witb sueb reservafious(wbieb may be refunded or apphedtowardacourse tee upon aê^ reservations are canceled.

ARTICLED OUTIESOF FRANCHISEE

10.1 franchisee understands and acknowledges that every detail ofthe System and the franchised Businessisimportanttofranchisee, franchisor, and other SmoothieKing^ franchisees to maintain high and uniform operating standards, to increase the demand for the services and products sold by all franchisees, and to protect the reputation and goodwill associated with the Proprietary Marks.

10.2 Before commencing any construction or remodeling of the Unit^franchisee shall comply, to franchisor'ssatistaction, with all of the tbllowing requirements:

10.2.1 franchisee shall employ the franchisor to prepare preliminary plans and specifications for site improvement and construction ofthe Unit.

10.2.2 franchisee shall be responsible tor obtaining all zoning and environmental classifications and clearances that may be required by state or local laws, ordinances, or regulations, or that may be necessary or advisable owing to any applicable restrictive covenants. Afier having obtainedsuch classifications and clearances, franchisee shallemployaqualified third party architect or engineer to review franchisee's preliminary plans and specifications and finalise such plans and specifications for permit application and construction, franchisee shall submit these plans tofranchisor for review and acceptance. Once accepted by franchisor, the final plans may not be changed or modified without prior written consent offranchisor.

10.2.3 franchisee shall be responsible tor obtaining all permits and certifications required for tbe lawful construction, remodeling, and operation ofthe Unit, and shall cenily to franchisor that all such permits and certifications have been obtained.

102.4 franchisee shall employaqualified licensed general contractor who is reasonably acceptable to franchisor to complete all site improvements and construction ofthe Unit, franchisee shall obtain and maintain, during the entire period ofconstruction, liability insurance as provided under Article Xlll ofthis Agreement, franchisee shall begin construction as soon as reasonably possible and diligently pursue construction until completed.

10.3 franchisee shall operate the franchised Business in strict conformity with such methods, procedures, standards, and specifications asfranchisor may prescribe from time to time in the Manuals or otherwise in writing, franchisee further covenants and agrees that:

10.3.1 franchisee shall use the Unit solely tbrthe operation ofthe franchised Business, shall keep the Unit open and in normal operation for such minimum hours and days as franchisor may from time to time specify or approve in writing, and shall refrain from using or permitting the use ofthe Unit premises tor any other purpose or activity at any time without the express prior written consent offranchisor.

12 ô^^rc^ô^ 10^2 Franchêe shall Install and use In andahoallhe Unit only snch eqnlpment, fixtures, fnrnlshlngs,lnterior and exterior signs, and other Items standards and speelfieafionsfi^r SmoothieKing^ Units as set torih In the Manuals, eo^^^^ drawings, or otherwlsemwritlng and revised hy Franchisor from time to time. Franchisee shall not locate or permit to he located on or ahoat the premised hat notllmited to gamhhng, amusement or vending machines, television or music systems,or other such equipment or devices, except as required hy or with the express prior written permission ofFranchisor.

10.3.3 Franchisee shall maintain the Unit premises and all adjacent areaslngood, clean, attractive and sate condition at all times. Franchisee shall, at Its expense, undertake all maintenance and make all repairs, replacements, alterations, and additions as may he required for that purpose, Including, without limitation, periodic cleaning, repainting, repairs, and r^^ of obsolete signs, equipment,fixtures, and furnishings as Franchisor may require. Franchisee shall comply with the Manuals in manufacturing and operating the Unit, as described in Sections.

10.3.4 Franchisee shall ofter and sell fiom the Unit premises, for retail purposes only, all services and products, including the Smoothie King^Gifi Card program and any new services or products developed from time to time, as required or authorised by Franchisor, and shall not offeror sell any other services or products of any kind or character or in any manner without the express prior written consent ofFranchisor. Franchisee shall discontinue offering any services or products (whether or not previously authorised by Franchisor) promptly upon notice from Franchisor. Franchisee shall provide for and install such equipment, furnishings or other items necessary to support new services or products introduced to enhance the value ofthe System.

10.3.5 In offering and selling services and products to guests. Franchisee shall use only the standardfbrmsapprovedby Franchisor and no other forms or documents except withthe express prior written permission ofFranchisor.

10.3.6 Franchisee shall purchase or lease all equipment, inventory, supplies, and other products and materials required for the operation ofthe Franchised Business solely from suppliers (includingdistributors,manufacturers,andothersources) who demonstrate, tothe continuing satisfaction ofFranchisor, the ability to meet Franchisor's standards and specifications for such items; who possess adequate qualitycontrol and capacity to meet Franchisee's needs promptly and reliably; and who have been approved in writing by Franchisor and not thereafier disapproved(an"Approved Supplier"). Franchisor may impose limits on the number of suppliers and/or brands for any products and services to be used in the Franchised Business. Franchisee agrees that certain products, materials, and other items and supplies may only be available from one source, and Franchisor or its affiliates may be that source. Certain Approved Suppliers may require that Franchisee enter into agreements with them in connection with their designation or Franchisee'suse of them as an Approved Supplier. IfFranchisee desires to purchase any items from anunapprovedsupplier,Franchisee or the supplier shall submit to Franchisorawritten request for approval. Franchisor'sapproval shall not be unreasonably withheld. Franchisor reservesthe right to require that its representatives be permitted to inspect the supplier'sfacilities and that samples from the supplier be delivered to franchisor or its designee for testing, franchisor may imposeacharge not to exceed its costs of inspection and testing, which shall be paid by franchisee or the supplier, franchisor reserves the right from time to time to re^inspect the facilities and products of any previouslyApproved Supplier and to revoke its approval upon the supplier'sfailure to continue to meet any offranchisor'sstandards and specifications.

D13D ^^TC^^O^ 10^7 ^Franch^0^m5 5^^^^ the rights review the terms and eonditions of sueh arrangements and require additional information ahout the husinesshaekground an Franehisor'soption^personal interviews with individuals providing sueh services. If, i^ services to Franchisee, any third party may ohtain access to confidential information as defined in Article Vt ahove. Franchisor may require, asacondition of approval ofsuch provider, the execution of covenants of nondisclosure and noncompetition in a form satisfactory to Franchisor. Franchisor may disapprove any provider upon written notice to Franchisee who does not demonstrate; to Franchisor's continuing satisfaction, an ability to comply with the methods, procedures and standards established for the System and set forth in the Manuals or otherwise in writing and to meet Franchisee'sneeds promptly and reliably.

10.3.8 Franchisor has developed and will continue to develop certain proprietary food products and other menu items which will be prepared by or for Franchisor following Franchisor's proprietary recipes and formulas. Franchisor also has developed and will continue to develop standards and specifications for food products, flavorings, materials and supplies used in preparing, serving, and delivering prepared food products authorised for sale atSmoothie King Units. As described in Section 10.3.6 above, Franchisee must purchase such items from Approved Suppliers. Franchisor may designate one or more Approved Suppliers (including itself or an affiliate) as an exclusive supplier oftypes, models or brands ofproducts and services that Franchisor approves for Smoothie King Units as meeting its specifications and standards. Such exclusive Approved Supplier, or other suggested or approved suppliers, may pay to Franchisor fees or rebates for such purchases.

10.3.9 Franchisee shall maintain at all times such minimum stock levels of inventory, ingredients and supplies as Franchisor may prescribe from time to time inthe Manuals or otherwise in writing.

10.3.10 Franchisee shall use anddisplay sales, marketing, and promotionalmaterials provided by Franchisor from time to time, in the manner and for the time periods designated by Franchisor. Franchiseeshallensurethatall uniforms, clothing, forms, stationery,signs, and other materials used in connection with theFranchised Business bear the Proprietary Marks in the form, colors, location and manner prescribed by Franchisor and otherwise comply with the standards and specifications prescribed by Franchisor from time to time in the Manuals or otherwise in writing.

10.3.11 Franchiseeshall hireandmaintainacompetent,conscientious,trainedstaf^ includingaManager, IfFranchisee is not the owner/manager,as required under Article IX hereof, and shall take such steps as are necessary to ensure that all laws, ordinances, regulations, and the like, are followed and that its employees/ team members preservegoodguest relations and comply with such codes for dress and appearance as Franchisor may prescribe from time to time in the Manuals or otherwise in writing.

10.3.12 Franchiseeshall permitFranchisor or its agentsto enter andinspect theUnit premises during regular business hours. Franchisee shall cooperate fully with Franchisor and its agents in such inspections and render such assistance as they may request. Immediately upon notice of anydeficiencies detected in suchinspections by Franchisor or its agents. Franchisee shall take such stepsasmaybenecessary to correct suchdeficiencies, including, inextreme cases, the temporary closing of the Unit if so directed by Franchisor. Without limiting Franchisor'sother rights andremedies. Franchisor shall bavetheright, if Franchiseefailsor

14 ^4^^^^ refuses toactprompfiy, to make or ^ eolleettheeosts and expenses of eorreefionfromFrauehisee.

10^13 fxeept as otherwise set forth herein, after five (5) years fiom the date the franehised Business opens f^roperation,fra^ eonfi^rm to the huiiding design, trade dress, eoior schemes, and presentation then heing used in eonneetionwithnew SmoothieKing^ Units, franchisor maydireet that sueh refurhishment inciude, withoutiimitation,structuraichanges, remodeiing,redeeoration,andmodificationsto existing improvements; however, franchisee shaii not he required to spend an amount in excess of fifteen Thousand Dollars ^15,000) on materials and equipment during the term ofthis Agreement^exctuding ait lahor and related costs), iffranchisee fails to refurhish the Unit within five(5)yearsfollowingthedatethe franchised Businessopensfbr operation, inadditionto franchisor'sother rights under this Agreement, franchisor reserves the right to chargefranchisee aDne Hundred and fif^Dollar^l^O) fee for each month that franchisee fails to complete th^ refurhishment ofthe Unit.

tO.3.14 Iffranchisee occupies the Unit premises underalease and if the lease expires and franchisee, through no fault ofits own, is unahle to renew the lease, franchisee shall have the right to relocate the franchised Business withinareasonahle tune period not to exceed ninety ^0)days, provided that franchisee, at least thirty (30) days hefore vacating the Unit, sha^ franchisor in writing ofits desire to relocate, franchisee shall ohtain a site approved hy franchisor and construct, furnish and equip the Unit in accordance with such terms and specifications provided to franchisee in writing hy franchisor, which terms may require franchisee to conformto the design and presentation then heing used in connectionwith new Smoothie King^Units.

10.3.15 franchiseewillmaintain internet access for franchisee and trained managers upon thepremises ofthe franchised Business. Upon sixty (60) days written noticefiom franchisor, franchisee will, at its expense, participate in and maintain aseparate pageon franchisor's Smoothie King^ wehsiteon the internet orotheronline communications and participate in any franchisor^controlled intranet system, franchisorhastherightto determine the content anduseof its wehsite and intranet system, and will estahlishtherulesunder which franchiseesmust participate, franchisor retains allrights relating tofranchisor's wehsite and intranet system and may alter or terminate franchisor's wehsite or intranet systemupon thirty (30)days^notice to franchisee, franchisor will provide at no cost to franchiseeatemplate for the separate page franchisee must maintainon franchisor's wehsite. franchisee'sgeneral conduct on franchisor's wehsite and intranet system, orotheronline communications, and specifically franchisee's use ofthe Proprietary Marksor any advertising is subject to the provisions of this Agreement, franchisee agrees to comply with each provision offranchisor's Smoothnet Terms of Use agreement, as franchisor periodically may modify, franchisee acknowledges that certain information related to franchisee's participation in franchisor's wehsite or intranet system may he considered confidential infbrn^ation (as further described in Articles VI and VII above), including access codes and identification codes, franchisee'srightto participate in franchisor'swebsiteandintranetsystem,orotherwise use the Proprietary Marks or Business System on the internet or other online communications, will terminate when this Agreement expires orterminates.

10.3.16 franchisee will use and purchase in the franchised Business the software and/or cash register system, includingall existingorfuturecommunicationor data storage systems, componentsthereofandassociatedservice,which franchisor has developed or selected for the Business System (the "PCS System") The PDS System developed for use in SmoothieKing^

-1^ ^^^^^0^4 umts may mdudeaproprietary softwareprogram developed ^Franehlsor TheProprietary Softwares Franehlseemustleaseany Proprietary Softwarefrom Pranehlsororadeslgnated thirdparty supplier, whleh software will remamtheeonfidenfialproperty of franchisor or Its third party supplier, franchisee agrees to sign all computer so^are access or heeuse agreements and related documents required hy franchisor In connection with franchisee's use of any Proprietary Software, franchlsorreserves the right to charge franchlseeareasonahle monthly fee torcomputersoftwaresuooort andothertechmcalservlcesprovldedhy franchlsororlts designee, franchisor reserves the right to assign Its rights, title and Interest In any Proprietary Software or related software license agreement toathird party designated hy franchisor. Insuch event, franchisee may he required to enter intoaseparate computer software license agreement specitiedhy thethirdpartysupplierofthe Proprietary Software, franchisor alsomay access intbrmation and data produced hy or otherwise located on franchisee'sPOSSystem(collectively the^Sales and Marketing Data"), franchisor will own the Sales and Marketing Data that is stored on the PCS System, and franchisor periodically will establish policies respecting the use ofthe Sales and Marketing Data, franchiseewillhavealicenseto use the Sales and Marketing Data during the term and subject to the restrictions ofthis Agreement, franchisee will have at the franchised Business Internet access withatormofbigh^speed connection as franchisor requires, andfranchisee will use an e-mail address or the designated intranet system that franchisor selects tor communication with franchisor. Phe computer hardware component ofthe PDS System must comply with specifications franchisor develops and franchisor may require franchisee to purchaseorleaseaparticular brand andmodelofhardwarefor use withthe PDSSystem. franchisor may designateasingle source from whom franchisee must purchase the PDS System, any software or hardware components thereof or associated service, and franchisor or its affiliates may be that single source, franchisee must use and, at franchisor'sdiscretion, pay for all future updates, supplements and ma^or modifications to the PDS System.

10.3.17 franchisee shall not engage or cooperate in any conduct that reflects unfavorably on the reputation of franchisee,franchisor,or the System or injures or is prejudicial tothe goodwill associated with the Proprietary Marks, including conduct which jeopardises franchisee's good relations with guests and creditors ofthe franchised Business, or which constitutesadeceptiveorunfairtradepracticeorotherwiseviolates applicable law or regulations'

10.3.18 franchisee must, at its expense, install at the Unit premises,asecurity system, including all existing or future components thereof and associated service,which franchisor has selected for the Business System, franchisor will have access to the information anddata collected by such security system, and will have the right to monitor such system.

10.4 Iffranchisee will occupytheUnitpremises underalease, franchisee shall, prior to the execution ofthe lease, submit such lease to franchisor for its wrinen approval,which approval shall not be unreasonably withheld, franchisor's approval ofthe lease may be conditioned upon the inclusion in the lease ofsuch provisions as franchisor may reasonably require, including, without limitat^

10.4.1 That the lease term extend for the unexpired term under the franchise Agreement;

10.4.2 The landlord shall not prohibit franchisee'suse of franchisors Proprietary Marks in the manner prescribed by franchisor;

10.4.3 franchisor shall have the right to enter the premises to take any action necessary to protect the Proprietary Marks or the System;

1^ ô^^rc^^^ Franchôr shall have the righât^^ reeelvean assignment of theleasehold Interest, withtherlght to sublease, upon Franehlsee^s default under the lease or termination or expiration ofthe Franchise Agreement;

10^5 The landlord shall enter into the Contingent Assignment offease Document.

10.4.6 The use of the premises shall he restricted solely to the operation of the franchised Business;

10.4.7 franchisee shall he prohibited from subleasing or assigning all or any part of its occupancy rights or extending the termofor renewing the lease, without franchisor's prior written consent;

10.4.8 The lessor shall provide to franchisor any and all notices of default under franchisee'slease;and

10.4.9 franchisor shall have the right to enter the premises to make any modification necessary to protect franchisor's Proprietary Marks and the System, or to cure any default under thefranchise Agreement or under thelease. uponterminationor expiration of the franchise Agreement, franchisor may make such modifications or alterations to the interior and exterior of the Unit premises as franchisor may deem necessary to prevent confusion, mistake, or deception ifthe premises are thereafter used by franchisee or others.

10.5 franchisee hereby acknowledges that complete and detailed uniformity among Smoothie King^Unitsunder varying conditions may beinadvisable,impracticalor impossible and accordingly agrees that franchisor, at its sole discretion,may modily or vary aspects of theSystem with respect to any franchisee or groupoffranchisees based on (by way of example and not limitation) local site conditions, sales potential, demographics, competition, local business practices, or any other conditions or circumstances that franchisor determines, franchisee further agrees that franchisor shall have no obligation to disclose or offer the same or similar variances to franchisee.

ARTICLE XE ACCOUNTING AND RECDRDKEEPINC

11.1 franchisee shallmaintain during the tennof this Agreement, and shallpreserve for at least three (3) years afrer the dates of their preparation, full, complete, and accurate books, records, and accountsrelatingtotbefranchised Business(the "Records''), in the form and manner franchisor di^ intheManualsorotherwise in writing from timetotime. TheRecords will includethefbllowing: (i) daily cash reports;(ii) cash receipts journal and general ledger; (iii)cashdisbursementsjournal and weekly payroll register; (iv)monthly bank statements and daily deposit slips and canceled checks; (v)all taxretumsofthe franchised Business and each offranchisee'sshareholders(or members or partners, as applicable); (vi) suppliers^ invoices (paid and unpaid); (vii) dated cash register tapes (detailed and summary); (viii) semiannual balance sheets and monthly profit and loss statements; (ix) weekly inventories; (x)records of promotion and coupon redemption; and(xi) such other records and information asfranchisor periodically may request, franchisee shallbe permitted topreserve Records and submit reports electronically,consistent with franchisor'srequirements. During thetermof the Agreement, franchisee shall preserve and make available to franchisor all Records for no less than the current fiscal year and the three (3) immediate past fiscal years.

11.2 During the period commencing on the Effective Date and ending on the first anniversary ofthe Unit openingdate, franchisee will use, at its expense, franchisor'sdesignated independent certified public accountant in preparing and submitting information required by this Article XI.

D17D ^4^^^^4 Fo^wmg^m^tw^veu2)^ rig^to^ewor^qu^su^ ^dependent certified pubhc accountant accepta^e to Fra^

it^ Franchisee shall submit tofranchisor within six^daysaficr the end during the term ofthis Agreement hc^ prescribed by Franchisor,accurately refiectingall GrossSales during theprecedingreportingperiod, together with such other data or information as Franchisor may require, franchisor will have the right, upon sixty (60) days written notice, to require franchisee to submit all applicable monthly rep^^ weekly basis. In such event, franchisor also will have the right to require franchisee to pay all monthly fees due underArticle 111 and Section 12.1 onaweekly basis. Iffranchisee fails to timely submit any suchrequired monthly remittance reports, franchisee will pay franchisoralate tee as further describedm Section3.7abovetoreachoccurrence in addition to all other applicable charges or obligations.

11.4 Within ninety (90)days after the end of each fiscal year offranchisee during the term of thisAgreement,Franchisee,atitsexpense,shallsubmittoFranchisorafinancial statement consisting ofa profit and loss statement showing the results ofoperations ofthe Franchised Business during said fiscal year, income tax returns, andabalance sheet as of the end of the fiscal year, prepared in accordance with generally accepted accounting principles. Fach financial statement shall be accompanied byasworn statement signed by Franchisee or by Franchisee's treasurer or chief financial officer attesting that the items contained therein are true and accurate, that they completely and fully describe and disclose the information sought in such statement, and that the signer has made diligent and careful efforts to ascertain the truth, accuracy and completeness ofsuch information.

11.5 Franchiseeshall also submit to Franchisor, for reviewer auditing, suchother forms, reports, records, statements,infbrmation, and data as Franchisor may require, including monthly profit and loss statements, in the form and at the times and places specified by Franchisor, upon request and as specified from time to time in the Manuals or otherwise in writing. Franchisee agrees that all financial and business data submitted by Franchisee to Franchisor may be used by Franchisor as itdeems appropriate. Franchisor reserves the right to cbargeareasonable fee, as further described in the Manuals, the franchise disclosure document, or as otherwise in writing by Franchisor, ifFranchisor must correct any of Franchisee's financial reports required under tbis Article XI that do not meet Franchisor's designated form.

11.6 Franchisor or its designated agents shall have the right during regular business hours to examine and copy at Franchisors expense,the books, records, and tax returns ofFranchisee and the Franchised Business. Franchisee agrees to execute, at Franchisor's request,apower of anorney,l.RS. Form 4506 or similar document to authorise Franchisor to obtain copies ofFranchisee's previous years' tax filings. Franchisor shall also have the right, at any time, to have an independent audit made ofthe books ofthe Franchised Business. If the requested documentation cannot be provided during the audit, SmoothieKing, in its sole discretion, may cause its independent auditors to use alternate testing methods to determine ifany variance exists. Ifan examination or audit should reveal that any Gross Sales have been understated in any report or alternate test used to Franchisor, then Franchisee shall pay Franchisor thecontinuingoperatingandadvertisingfeesdueonsuchunderstatedGrossSales immediately upon demand,togetherwith interest at the rate provided in Sections.7above. In addition,ifan examination or audit reveals that Gross Sales of Franchisee were understated by two percent (2^) or more during the period audited, Franchisee shall reimburseFranchisor for all costs and expenses in connection with the audit. Franchiseeagreestopay forallcostsofanyauditthatoccurredduetofranchisee^sfailureto produce its books and records at the time ofthe audit iffranchisee was notified in writing ofthe audit. Thefbregoingremediesshall be in addition to any other remedies available toFranchisor.

18 ^^^rc^^o^ ARTICLE XIL ADVERTING, PROMOTIO^AND MARKETING

Duringthe^m of this Ag^em^Franch^ must paytof^ nations marketrng and promofionatfund^^Nat^ franchisor w^determme the amo saeh fee, daring the term ofthis Agreement and upon sixty (60) days'prior wr^^ not exceeding five pereent(^)offranehisee'smonthty Cross Saies.

if franehisorestahhshes aregionat promotional andmarketingfund(the"Regionai Marketingfund'')inaregioninwhiehthe Unit is located, franchisee will pay tofranchisor for deposit theRegional Marketing fanda"Regional Marketing feeB' franchisor will determine the amount ofthe Regional Marketing fee and reserves the right to increase such fee, during the term ofthis Agreement and upon sixty (60) days' prior written notice, toan amount not exceeding twopercent(2^)of franchisee'smonthly CrossSales. franchisee willnotherequired to contribute tohothaRegional Marketing fund and a Cooperative (as described in Section t2Bt below) at the same time. Any contributions to a Regional Marketing fund will be credited towards franchisee's local marketing requirement described in Section 12.5 below.

12.3 The National Marketing fund and any number of Regional Marketing funds (collectively,the"funds''),willbe maintained and administered by franchisor and/or its designees as follows:

12.3.1 franchisor shall direct all advertising, promotional, and marketing programs with sole discretion over the concepts, materials, and media used in such programs and the placement and allocation thereof, franchisee agreesand acknowledgesthatthe fundsare intended to maximize general public recognition and acceptance ofthe Proprietary Marks tor the benefit of all Smoothie King^ franchises, and that franchisorand itsdesigneesarenot obligated in administering the funds to make expenditures tor franchisee which are equivalent or proportionatetofranchisee^scontribution,or to ensure that any particular trancbiseebenefits directly or pro ratafro m expenditures by the funds.

12.3.2 The funds, all contributions thereto, andany eamingsthereonshall be used exclusively to pay all expenses franchisor incurs in connection with the general promotion ofthe Proprietary Marks and the System, including the cost of maintaining, administering, researchi^^^ directing, and preparing advertising,promotional and marketing activities. More specifically, suchactivitiesmay include, amongotherthings,the cost ofcreating,producing,placing, and conducting television, radio, and print advertising campaigns; creating, producing, and distributing promotional materials for use on and otfthe Unit premises, including, but not lim^ to, signs and posters,direct mail, promotional brochures,andoutdoor billboard advertising; marketing surveys and research;public relations activities; and employing advertising agencies and consultants to assist therein.

12.3.3 franchiseeshall contribute totheNational Marketingfund and any Regional Marketingfund lor franchisee's region by separate checks made payable to each fund or by preauthori^ed electronic funds transfer. All sums paid into thefunds shall be accounted for separately from the other monies offranchisor and shall not be used to defray any offranchisor's generalexpenses,except tor such reasonable administrative costs andoverheadasfranchisor may incur in activities related to the administration and direction ofthe funds and promotional and marketing programs tor tranchisees and the System.

19 ^4^^ ^4 12^4 Franch^oranficipa^thatah^^ expended^rthe purposes described above during the earnings are received, it^bowever, excess amounts remain in anyfund at tbe end of sucb taxable year^ail expenditures intbefbiiowingtaxabieyear(s)sbaiibemadefirstout of accumulated earnings from previous years, next out of earnings in tbe current year, and finally from contributions.

12.3.5 At your request, Franchisor will provide you witb an annual unaudited statement ofthe receipts and disbursementsoftheFundsforthe most recently completed calendar year.

12.3.6 Franchisor maintains the right to terminate any Fund. No Fund shall be terminated, however, until all monies in the Fund have been expended for the purposes described above or returned to contributors onaprorated basis of their contributions.

12.4 Franchisee agrees that Franchisor shall have the right, in its discretion, to designate any geographical area(whose borders may be changed from time to time)for the purposes of establishinga local marketing cooperative ("Cooperative"). IfaCooperativehasbeenestablishedforthe local area in whichtheUnit is located at the time Franchisee commences operations(or otherwise becomes subject to paying marketing fees), Franchisee shall immediately becomeamember of such Cooperative and shall executeamarketingcooperative agreement inaformsatisfactorytoFranchisor. IfaCooperativein Franchisee's local area is established or reestablished at any later time. Franchisee shall become a member ofsuch Cooperative by executing the appropriate marketing cooperative agreement no later than thirty (30)daysafrerthe date on whichthe Cooperative commences. lfestablished,Franchiseemust contributeto theCooperative an amount Franchisordetermines, not to exceed two percent (2^) of Franchisee'smonthly Cross Sales Franchisee will not be required to contribute toaCooperative anda Regional MarketingFundatthesame time. Any amounts paid tothe Cooperative will be credited towards Franchisee's local marketing requirement described in Section 12.5 below. Franchisor reserves the right to establish the bylaws and other rules underwhich each Cooperative will operate. The toll^^ requirements shall apply to each Cooperative:

12.4.1 Fach Cooperative shallbe organised and govemedinaform and manner, and shall commenceonadate, approved in advance by Franchisor in writing.

(a) Fach Cooperative shall be organised for the exclusive purpose of placing advertising, conducting marketing campaigns and administering local advertising programs in accordance with plans previously approved by Franchisor.

(b) No advertising or promotional plans or materials may be used by a Cooperative or furnished toils members without the prior approvalofFranchisor. All such plans and materials shall be submitted to Franchisor in accordance with the procedure set forth in Section 12.5.

(c) The members of a Cooperative may agree to contribute amounts in excess of the minimum designated by Franchisor, and new franchiseesjoining the Cooperative shall be bound by such prior agreements.

(d) Fach Cooperative shall collect, disburse, and account for monies received in accordance with wrinen requirements and standards established by Franchisor.

^ ^^^^^0^4 Franch^0^m^5 50^d^efi^ an exemp^onforany length of fime from the requfrement of written request of sueh franchisee stating reasons supporting sueh exemption. Franchisor's decision eoneemmg sueh request shall he tmah Any exemption from Cooperative memhership willhesuhject tothe condition that thefranchisee expends on approved local advertising any amounts that would have otherwise heen paid into the Cooperative.

12.5 Franchisee will spend at least two percent (2^) ofits annual Cross Sales for the Franchised Business on advertising and promotional activities in Franchisee'slocal geographic area. Any contrihution Franchisee makes toaRegional MarketingFund oraCooperative will he credited towards Franchisee's local advertising and promotional activities described in this Section 12.5 Franchiseeshall provide written confirmation of such expenditures as Franchisor may require. All advertising, promotional, and marketing activities conducted hy Franchisee in its local market area shall he suhject to the priorapprovalofFranchisor,which approval shall not he unreasonably withheld. Funds used to primarily promote or advertise catering activities willnot quality asalocal advertising or mar^^ expensefor purposes ofsatistying Franchisee'sobligationsunderthisSectionl2.5. Franchiseeshall submit to Franchisor (by personal delivery,tacsimile or certified mail,return receipt requested) for its prior approval (except with respect to prices to be charged) all local advertising, promotional and marketing plans andsamples of all local advertising materials not prepared or previously approved by Franchisor or its designated agents.lf written disapproval thereof is not received by Franchisee within fifteen(15) business days afierthe date of receipt by Franchisor,such plans and materials shall be deemed approved Ifany plans or materials previously approved by Franchisor are later disapproved. Franchisee shall discontinue their use promptly upon notice fromFranchisor

12 6 Franchisor may periodically make suggestions with regard to Franchisee's pricing policies. Franchisee may decide whether or not to follow these suggestions Franchisor also has the right to establish maximum prices and/or minimum prices to be charged by Franchisee for the products and services Franchisee offers at the Franchised Business, but any exercise ofthat right will be specifically set tbrth in writing. Franchisee must honor all maximum prices and minimum prices Franchisor establishes in accordance with this Section Franchisee must also honor and offer all coupons, discounts, gift cards or gifr certificates, or similar promotions Franchisor designates. Franchisee may not offer coupons, discounts, gifr cards or gifr certificates, or similar promotions that are not part of a systemDwide promotion or program without our prior wrinen approval. In addition, Franchisor has the right to periodically establish minimum advertised prices tor the products and services Franchisee offers at the Franchised Business.

12.7 Duringafbur^week period before and/or within three (3) months after the opening of the Unit, Franchiseeshall conduct grandopeningadvertising, marketing andpromotional activities using materials andmediapreviouslyapprovedby Franchisor for suchuse. franchisee shallberequired to expend on grand opening advertising, marketing and promotion an amount to be determined in consultation with Franchisor. The required expenditure shall be not less than FwoFhousand Five Hundred Dollars (^2,500). Franchisee shall depooitTwoThousandFive Hundred Dollars (^2,500) with Franchisor on the earlier of(i)tb^ date Franchisee management training (if applicable); and (ii)th^ Franchisorshall disburoethose fnndsatthedirectionof Franchisee to pay expenses associated with approved grand opening advertising activities or reimburse Franchisee for such expensed upon proofthat Franchisee bas paid such expenses. Franchisor reserved the right to spend any funds remaining on deposit onehundred^enty(12(l)daysafrerthe Unit opens on advertising, marketing or promotional activities i^ Franchisee'sgeneral market area.

^ ^^TC^^O^ ARTICLE XHL INSURANCE

13^ Franchise sh^acqmre and mamta^^^own expense Agreement insnraneew^h an insnranee company w^h an A.M. Besfsrafing Class Rating ofXIV. SaehinsnraneeshatL

13.El Be acceptable tofranchisor

13.1.2 Name the Indemnitiesidentifiedin ArticleXXas^Additionally Insared^and provide that thehahilitycoverage afforded apphes separately to each insured agai^ claim mayhehroaghtasthonghaseparatepolicyhadheen issued to each insured;

13.1.3 Provide coverages as specified byfranchisor from time to time in the Manuals or otherwise in writing, including property insurance, public liability insurance to inc^^ liability and personal injury, business interruption, non-owned automobile, worker's compensation, unemployment compensation, disability, social security and other insurance coverages as required from time to time by any applicable law;

13.1.4 Contain no provision that in any way limits or reduces coverage for franchisee in the eventofaclaimbyany one or more of the Indemnities;

13.1.5 Extend toandprovide indemnity tor all obligationsassumedby franchisee hereunder and all other items for which franchisee is required to indemnity franchisor under the provisions ofthis Agreement;

13.1.6 Be in amounts and forms and withacarrier or carriers satisfactory to franchisor; but innoevent in an amount less thanTwo Million Dollars per occurrence,Two Million Dollars aggregate; and

13.1.7 Provide, by endorsement, that franchisor is entitled to receive at least thirty (30) days prior written noticeof any intent toreducepolicy limits, restrictcoverage, cancel or otherwise alter or amend said policy.

13.2 franchisee shall not reduce the policy limits, restrict coverage, cancel or otherwise alter oramend said policy without franchisor'sprior written consent.

13.3 As proof of such insurance,acertificateofinsurance shall be submitted by franchisee for franchisor's approval prior to franchisee'scommencement of operations underthis Agreement and upon each renewalor change of franchisee'sinsurance policy. Upon request, franchisee shalldeliver to franchisor or its agentacomplete copy offranchisee'sthen^prevailing policy of insurance at any time during or afrer the term ofthis Agreement.

134 Inthe event ofa claim by any oneor more ofthe Indemnities against franchisee, franchisee shall, on request offranchisor, assign to franchisor any and all rights which franchisee then has or thereafter may have with respect to such claim against the insurer(s)providing coverages described in this Article Xlll

ARTICLE XIV, DEEAULTAND TERMINATION

14.1 franchisee shallbein default and this Agreement andallrightsgrantedto franchisee hereunder shall terminate immediately upon written notice fromfranchisor if any ofthe following occur:

^ ^4^^^0^ 1 IfFranch^ becomes msolv^ creditor or^apefifionmbankruptcy is filed by Fran^ opposed by Franebisee;

I^L2 Iffmnebisee^oriffranebiseeisaeorporafio^ company, any officer director managed sbarebolder/member or partner of Francbisee) is convicted ofafelony,afraud,acrime involving moral turpitude, or any otber crime or ofiense tbat Francbisorbelieves will injure tbeSystem, Proprietary Marks or tbegoodwillassociated tberewitb,or if PrancbisorbasprooftbatPrancbiseebascommittedsucbafelony,crime, or ofiense;

14.13 IfPrancbisee (or ifPrancbiseeisacorporation,partnership or limited liability company, any principal of Prancbisee) tails tocomply witb tbe inDterm covenantsin Article XVll;

14.1.4 If contrary to tbe terms of ArticleVI or VII, Prancbisee discloses, divulges or uses for any purpose not authorised herein tbe contents of tbe Manuals, any proprietary product recipes or any other confidential intormation provided to Franchisee by franchisor;

14.1.5 Iffranchisee knowingly maintains talse books or records or knowingly submits any talse reports (including Section11.3 reports) to franchisor, if there is at leastatwo percent (2^) varianceinreportingdiscovered as per Section 11.5, or if franchisee makes any talse statements to franchisor in connection with its application tor the franchise;

14.16 If franchisee voluntarily or otherwise "abandons" (as defined below) the franchised Business. The term "abandon" meansfranchisee^s failure to operate the franchised Business during regular business hours tbraperiod of ten(10)consecutivedays,which includes but is not limited to, the loss ofthe lease to the Unit premises, without franchisor's prior wrinen consent; provided, however, ifsuch failure results fiom the governmental exercise ofthe power ofeminent domain or if, through no fault offranchisee, the premises are damaged or destroyed, then franchisee shall be entitled, within thirty (30) days afier such event, to apply for franchisor's consent to relocate or reconstruct the premises, which consent shall not be unreasonably withheld;

14.1.7 Iffranchiseeisinvolved in anyactor conduct whichmateriallyimpairsor otherwise is prejudicial to the goodwill associated w^ ofthe Proprietary Marks or the System;

14.1.8 If franchisee(or iffranchisee isacorporation,partnership or limitedliahility company,any principal offranchisee)violates any immigration laws or regulations or otherwise loses his/her right under any government immigration classification to reside in the United States, or to own, operate or have any interest in the franchised Business;

14.1.9 Iffranchisee commits any breach the nature ofwhich makes it not curable; or

14.1 10 If franchisee "repeatedly" is in default under Sections 14.2, 14.3or 14.4fbr failure substantially tocomply witb any ofthe requirements imposed underthis Agreement, whether or not cured afier notice. The term "repeatedly" is defined as three (3) or more times during any three (3) year period.

^ ^4^rc^^^4 1^2 F^ch^sh^bemdû^^ ô^twe^^^ho^ after r^ô^^ the ft^howmgoeeândfranehêedoesnêure sueh defauft^ saeh longer period as appheahle law may required

14^1 If Franehlseerefusesto permit Franehisor or its agents entry tomspeet the Franehrsed Business; or

14^2 if Franehisee violates any law, regulation, order or System standard or speeifieation relating to health, sanitation or safety.

14.2.3 Iffranchisee fails to maintain current insuraneeeoverages as reuuired hy Section 1313

14.3 franchisee shall he in default, and franchisor may at its option terminate this Agreement, effective ten (10) days after receipt ofwrinen Notice ofTer^ination from franchisor following occur, andfranchisee does not cure such default within the ten(10)dayperiod(or such long period as applicable law may require):

14.3.1 Iffranchisee fails, refuses, or neglects promptly to pay when due any operating or advertising fees, or anyother amounts owing to franchisor, its subsidiaries, afft^ divisions, or any undisputed amounts to vendors, including taxing authorities; or

14.3.2 If franchisee fails to observe or maintain any of the standards, recipes, ingredients, or procedures prescribed by franchisor in this Agreement, the Manuals, or otherwise in writing.

144 Except as provided in Sections 141, 142and 14.3 franchisee will be in default, and franchisor may at its option terminate this Agreement, effective thirty (30) days after receipt of wr^ Notice ofTermination from franchisor, ifany ofthe following occur, and franchisee does not ^^^^ defaultwithinthe thirty (30)day cure period

1441 Iffranchisee fails to submitwhen due any reports, financial information, or other information or documents required byfranchisor under this Agreement;

14.4.2 If franchisee fails to obtain franchisor's prior approval or consent as required under this Agreement;

14.4.3 iffranchisee fails to obtain execution ofthe agreements and covenants required under Sections 6.1.6 and 17.9;

14.4.4 Iffranchisee or any partner, member or shareholder in franchisee purports to transfer any rights or obligations under this Agreement or any interest in franchisee toathird party without francbisor'spriorwrittenconsent when ArticleXV requires such consent;

1445 If franchiseeor its designee fails toattendandcomplete, to franchisor's satisfaction, the initial franchise management training program, regional training prog any othertraining programs required by franchisor,as provided in Section9.2;

14.4.6 Iffranchisee fails to obtain financing within six(6) months or open for business within one(l)year from the Effective Date of this Agreement;

-24D ^^^rcrA^^ 14^7 ^Franchiê or any enmy under under anyotber agreement w^Franehôrorâffiha^ For the purposes of this Seefien 14^ân entity is deemed under "common control with Franehisee if the entity is at least fi^ pereent^0ôwnedhythesameindividuai(s)or entity who owns Franchisees or

i4^8 ifFranchisee otherwise taiissuhstantiaily to comply with any ofits ohiigations underthisAgreementortocarry outthetermshereofin good faith.

14.5 Ifany party taiisto perform any obligation under this Agreement due toacauseheyond the control of and without the negligence of such party^such failure will not he deemedahreach of this Agreement^providedsuchparty uses reasonable hestefforts to perform such obligations as soon as possible under the circumstances. Such causes include strikes, wars, riots, civil commotion, acts ofGod and actsofgovernment,exceptasmay be specifically provided for elsewhere in this Agreement.

14.6 Ifthe provisions ofthis Article XIV are inconsistent with applicable law, the applicable law shall control.

ARTICLE XV. TRANSFER OF INTEREST

15.1 franchiseeunderstands and acknowledges that the rights andduties of franchisee set forthintbis Agreement are personaltofranchisee and thefranchisor hasgranted this franchisein reliance on the business skill,financial capacity,and personal character offranchisee and franchisee principals. Accordingly, franchiseeagreesthat franchisor's expressprior written consent shallbea necessary condition precedent to the sale, assignment, transfer, conveyance, gift, pledge, mortgage, encumbrance or hypothecation ofany ofthe following:

15.1.1 Any director indirect interest in this Agreementorthe franchiseand license granted hereunder;

15.1.2 Any direct or indirect interest in franchisee;

15.1.3 All or substantially all ofthe assets ofthe franchised business.

15.2 Iffranchisee is an individual orpartnership, franchisee shall be entitled to transfer the franchiseand franchisee's interest in this Agreement to acorporation, limited liability company or limited partnership formed for convenience of ownership, franchisor will charge no transfer fee for the first such transfer; however, franchisor's consent to any such transfer shall be subject to the follow conditions:

15.2.1 franchisee, or one or more trusts of which franchisee is trustee, shallbe the ownerofatleastamajority of the total voting power of the corporation or limitedliahility company or shall beageneral partner of the limited partnership owning at leastamaiority of the total voting power ofthe general partners ofthe limited partnership;

15.2.2 franchisee shall comply with the terms and conditions set forth in ArticleV.

15.3 Withinsix(6)monthsafterthedeathormental incapacity offranchisee(or, iffranchisee is a corporation, partnership or limited liability company, a principal of franchisee), the executor, administrator, or personal representative of such person shall transfer that person's interest, without having to obtain approval offranchisor, to one or more heirs or beneficiaries ofsuch person who agree in

-25D ^^^rc^^o^ wrifing tobeboundby the^msand^ party approvedby Franeb^or. A^ sueb transfer sb^l be subject to tbe conditions set tbrtbinSeet^ andt^7but sbatl not be subject to tbe conditions ofSeetiont^.

Any person ("Seile^wbo receives and desires to acceptabona fide ofter fromatbird party to purchase fifiy percent (50^ or more of Seiier's interest in (a) Francbisee's votings voting interests, if Francbiseeisacorporation, partnership or limited iiabiiity company, or (b) this Agreement or, (c)the franchise,shaf i notity Franchisor in writing ofeach such offer, franchisor shall have the right and option, exercisable within thirty (30) days afrer receipt of such written notice, to s written noticeto Seller that franchisor intends topurchase Seller's interest on the same terms and conditionsofteredby thethirdparty. Toenablefranchisor to determine whether it will exerciseits option, franchisee andSellershallprovide such intbrmation anddocumentation, including financial statements, as franchisor may require. If the consideration, terms, or conditions offered byathird party are such that franchisor may not reasonably be required to furnish the same, franchisor may purchase the interest proposed to be sold for the equivalent in cash. Ifthe parties cannot agree withinareasonable time on the cash consideration, franchisorand franchisee may appoint an independent appraiser, whose determination shall be binding, and the costs of such appraisal shall be divided equally between franchisor and franchisee. Iffranchisee and franchisor cannot agree on an appraiser, each party shall designate an appraiser and both appraisers will agree on and designateathird independent appraiser to make the determination of fair market value,whose determination shall be binding.Bfhe appraiser may recognise goodwill or other intangibles associated with the franchised Business except any goodwill or value attributed to the Proprietary Marks. If franchisor does not exercise its option as provided hereunder; Seller may sell the interest, subject to franchisor's consent as otherwise required under tbis Article XV. Any material change in the terms of any offer prior to closing shall constituteanew ofter subject to the same rights offirst refusal by franchisor as in the case ofan initial ofter. This Section 15.4 shall apply to any transfer ifsuch transfer, alone or together with other previous, simultaneous or proposed transfers would have the effect oftransferring financial or management control offranchisee.

15.5 franchisor will not unreasonably withhold its consent toatransferofany interest in franchisee, this Agreement,or in thefranchise; provided, however,that franchisor may,inits sole discretion, require any or all ofthe following as conditions ofits approval:

15.5.1 All of franchisee's accrued monetary obligations and all other outstanding obligations to franchisor,its subsidiaries, affiliates and divisions shall be satisfied;

15.5.2 franchisee shall havecomplied with all of the terms and provisions ofthis Agreement,anyamendmenthereoforsuccessorhereto,the Manuals, and all other agreements between franchisee and franchisor, its subsidiaries, affiliates or divisions, and, at the time of transfer,shall not be in default thereof;

15.5.3 If the obligations of franchisee were guaranteed by the transferor(s), the transferee shall guarantee the performance ofall suc^ tofranchisor;

15.5.4 franchisee, the transferor(s)and franchisor shall executeamutual release under seal, inaform satisfactory tofranchisor,of any and all claims against each other and their subsidiaries, affiliates, and divisions, and their respective officers, directors, shareholders, employees, and agents; provided that this release shall not affect claims or obligations relating to confidentiality and covenants not to compete; and

^ ^o^^ro^Do^ 15^5 Each Franch^cc and the proposed transferee shall have compiled with the obligations statcdlnScctlons^l^andl^ available signed copies ofcach required document.

15.6 Ifatransfcr, alone or together with other previous, simultaneous, or proposed transfers, would have the effect of transferring financial or management control of Franchisee or the fra^ Franchisor may require, In Its sole discretion and In addition to the conditions provldcdlnS^^ any or all ofthe following as conditions ofits approval:

15.6.1 The transferee (or, If the transferee Is a corporation, partnership or limited habillty company, the prmclpals ofthe tran^ that they meetFranchlsor'sthen^current standards for new franchisees under the System; possess goodmoral character, business reputation, and credit rating; havetheaptitudeandability to conduct the Franchised Businesses may be evidenced by prior related business experience or otherwise); haveany interests inacompetitive business; and have adequate financial resources and capital to operate the Franchised Business;

15.6.2 Fhetransfereeshall execute,foratermendingon the expirationdateof this Agreement, the standard form offranchise agreement then being offered by Franchisor and such other ancillary agreements (including guaranty agreements provided under Section 5.4) as Franchisormayrequire,whichagreements shall supersedethisAgreement in all respects and the termsofwhichagreements may differfromtheterms of this Agreement, including, without limitation, higher operating fees and advertising contributions; provided, however, that no initial franchise fee shall be required;

15.6.3 If requested by Franchisor, the transferee shall make or commit to provide for in amanner satisfactory to Franchisor, such renovation and modernisation of the Unit premises as Franchisor may require to reflect the then^current standards and imageofthe System;

15.6.4 The transferee shall complete, and/or cause its employees to complete, to Franchisor'ssatisfaction, such initial and refresher training asFranchisor may require;

15.6.5 Franchisee and the transferor(s) shall remain liable for all obligations to Franchisor, its subsidiaries, affiliates, and divisions, in connection with the Franchised Busm^^ prior to the effective date of the transfer and shallexecuteanyandallinstruments reasonably required by Franchisor to evidence such liability.

15.7 Franchisee orthetransfereeshall pay to Franchisoranonrefundabletransfer feeto compensate Franchisor in connection with each proposed transfer subject to Sectionsl55andl5.6, as follows:

15.7.1 for the transfer ofacontrolling interest to (i)aperson whose full-time occupation during the two (2) years immediately preceding the proposed transfer has been serving as the manager ofthe Franchised Business, or (ii)acurrent SmoothieKing franchisee who has satisfied all obligationsandsubstantiallycompliedwithall material requirements under its agreements with Franchisor,its subsidiaries, affiliates, and divisions up to and including the time of the proposed transfer: a fee that is the lesser of ^eve^Nine Thousand Five Hundred Dollars (^7^9^ 00) or thirty percent doesnotinvolvearelocation, orafeethat isthe lesser of TenTwelveThousandDollars (^^,000.00) or forty percent(40^) of the then^current initial franchise fee if t^^ requireanew location for the Unit;

D27D ^4^^^^^ 15B^2 fbrany other transfer of a eontrothng interest to aperson other than those speeifiedinSeetion t5^t,ateethat isthe iesserofTweêfitteenThoasandfiveHandred Doitars ^^^^Ôôr titty pereentÔ^) of the then^ transfer does not invoivearetoeationôrafee that is the iesserofEighteenTwentyTwoThoasand êveîve Hundred Fif^Do^ current initial franchise fee if the transfer wiiireqnireanew location tor the Unit.

15.8 If securities in franchisee are offered to the puhlic,hy private offering or otherwise, ah materials required for such offering hy federal or state law shall he suhmined to franchisors prior to their use or filing with anygovernrnentagency,and any materials to he used in anyoffering exempt fromfederalor state securitieslaws shall he suhmitted to review prior to their use. No such offeringshallimply(hy use of thefroprietary Marks or otherwise) that franchisor ispartici^^^ underwriting,issuing or offering securities offranchisee or franchisor. Review hy franchisor of any offering shall helimitedsolelytothesuhjectoftherelationshiphetweenfranchiseeandfranchisor. franchisee and the other participants in the offering shall fully indemnify franchisor in connection wh^ the offering, for each proposed offering,franchisee shall payfranchisoranonrefundahle fee of five Thousand Dollars ^5,000.00)to compensate franchisor for reviewing the proposed o^ franchisee shall give franchisor wrinen notice at least thirty (30) business days prior to the date of commencement ofany offering or other transaction subject to this Section 15.8.

15.9 Neitherfranchisor'sconsenttoany proposed transfer nor franchisor's failure to exercise itsoptionstopurchaseany interest of aseller shall bedeemedtoconstitutea waiver of any claims franchisor may have against any transferor, any right to demand exact compliance with any terms ofthis Agreement by any transferor ortransferee, any future rights or options offranchisor, orany provision of this Agreement.

15.10 This agreement shall inure to the benefit offranchisor, its successors, and assigns, and franchisor shall have the right to transfer and assign allor any part of its interest herein, including its rights under Sectionl5.4, to any person or legal entity.

15.11 Except as specifically provided in this Article XV,any purported assignment or transfer, by operation of law or otherwise, not having the express prior written consent offranchisor shall be null andvoidandshallconstituteamaterial breach ofthis Agreement, franchisor'sprior written consent shall notberequired for transfer of an interest inapublicly held corporation As used in this Agreement, the term"publiclyheldcorporation"meansacorporation registered under the Securities Exchange Act of 1934. franchiseeacknowledgesandagrees thateachconditionrequiredtobemetby aproposed transferee hereunder is necessary to assure the transferee's full performance of its obligations as "franchisee" hereunder.

15.12 Notwithstanding anything to the contrary in this Agreement, if franchisee is a corporation, partnership or limited liability company,any one or more principals offranchisee may sell, assign, transfer, convey,give, pledge, mortgage, encumber, or hypothecate any direct or indirect interest in franchisee, this Agreement or the rights granted hereunder; provided that such principal or principals retain, in the aggregate, in excess of fif^percent(50^) of the total voting power offranchisee, subject only to the following conditions:

15.12.1 franchisee shall give franchisor reasonable prior written notice ofthe proposed transfer along with such background information on the proposed transferee that franchisor may requestsothat franchisor may investigate thepersonalcharacter of theproposedtransferee; determine whether the proposed transferee bas any interests in a competitive business; or

^ ^o^rc^^o^ determme whether there isanyot^ potentate adverser affeet theSystem;

15^2.2 Franehisorw^ not unreasonahly withheld hs consent to sueh transfer and w provide Franchisee with written approval or disapproval of the transfer as so possible. Ifwrittendisapproval is not received hy Franchisee within fifteen(l5) business days after the date ofreceipt by Franchisor, such transfer shall be deemed approved;

15.12.3 Franchisee shall obtain execution of the agreements and covenants of the transferee required under Sections 6.1.6 andl7.9, if requested by Franchisor.

ARTICLE OBLIGATIONS UPONTERMINATIONOR EXPIRATION

16.1 Upon the expiration of this Agreement, or its termination for any reason, all of Franchisee'srights hereunder shall terminate, and Franchisee shall cease all operation of the Franchised Business and all use ofthe Proprietary Marks and System In particular, Franchisee shall:

16.1.1 Immediately cease to operate the Franchised Business and at no time thereafter represent itself directly or indirect1y,asacurrent or former franchisee ofFranchisor.

16.1.2 Immediately and permanently cease to use, in any manner whatsoever, any confidential recipes, formulas, SmoothieKing^ proprietary products and other ingredients,^ and supplier lists, product specifications lists, methods, procedures, or techniques associated with tbe System, the name and mark "SMOOTFilEKINO^" and all other Proprietary Marks and distinctive names, symbols, logos, insignia, slogans, graphics, and devices associated with the System, including all signs, advertising materials, displays, stationery, forms, and any other articles that display any ofthe Proprietary Marks. Franchisee shall also immediately discontinue any telephone listing under the Proprietary Marks upon request ofFranchisor. Franchiseeshall immediately assign to Franchisor any rights it has in any telephone number from which Franchisee bas done business under the Proprietary Marks or discontinue the use ofthe number upon request ofFranchisor.

16.1.3 Take such action as may be necessary to cancel any assumed name or equivalent registration that contains the name "SMOOTHIEKING^" or any ofthe other Proprietary Marks or any other name or mark used by Franchisor, and submit to Franchisor proof of compliance with this obligation within thirty (30) days aftertermination or expiration ofthis

16.1.4 Immediately deliver to Franchisor or itsdesignee the Manuals and all other materials relating tothe operation ofthe Franchised Business, including, without limitation, plans, specifications, designs, records, data, samples, models, programs, training tapes, handbooks, drawings, records, recipe books, supplier lists, guest lists, product specification files, invoices, instructions, correspondence, and all copies thereof, all of which are acknowledged to be Franchisor'sproperty,and retain no copy or record of any of the foregoing except Franchisee's copy ofthis Agreement and such documents as Franchisee reasonably needs for compliance with any provision oflaw.

16.1.5 Promptly pay all sums owing to Franchisor, its subsidiaries, affiliates, and divisions.

29 ^^TCI^O^ 16.L6 Comply with all requirements under this Agreement whieh expressly or hy reasonahieimpheation apply to Franehisee'seonduet after terminationorexpirationof this Agreement.

16.1.7 Immediately eease using and promptly return all materials relating to the Proprietary Software.

16.2 AtPranehisor'soption upon termination or expiration of this Agreement, Franchisee shall assign toFranehisor or its designee any interest whiehFmnehisee has in any lease or sublease tor the Unit premises. IfFranehisor does not require the assignment ofsueh lease or sublease, Franchisee shall make suehmoditieationsoralterationstothe interiorandexterioroftheUnitpremises (including, without limitation, repainting and changing the telephone number)as Franchisor may deem necessary to prevent confusion, mistake, or deception ifthe premises are thereafter used by Franchisee or others. IfFranchisee tails or refuses to comply with the requirements ofthis Article XVI,Franchisor and its agents shall have the right to enter upon the premises where the Franchised Business was conducted to make or cause to be made such changes as may be required, at Franchisee's expense,whichFranchisee agrees to pay upon demand. Franchiseeagreesthatsuchentryandactionby Franchisor or its agents shall not constitute trespass or any other oftense, and Franchisee shall indemnity Franchisor and its agents against any claims by others relating to such entry or action.

16.3 Withinfifteen (15) days after the date of termination or expiration of this Agreement, Franchisor may arrange tor an inventory, at Franchisor's cost, of all personal property, fixtures, equipment, supplies and inventory including SmoothieKing^ proprietary product and all other items located at the Unit or used in connection with the Franchised Business bearing the Proprietary Marks. Franchisor shallhave the option,exercisab1e within thirty (30) days after termination or expiration, to purchase any or all such items from Franchisee at fair market value. IfFranchisor assumes Franchisee's lease tor the store premises, the leasehold improvements and goodwill or value attributable to Franchisee'sbusiness,exceptanygoodwi11orva1ueattributedtothe Proprietary Marks,sba11 be included in the purchase price and determination of tair market value. If the parties cannot agree on fair market value withinareasonable time, Franchisorand Franchiseeshall designatean independent appraiser, whose determination shallbe binding, and the costs of such appraisal shall be divided equally between Franchisor and Franchisee. IfFranchisee and Franchisor cannot agree on an appraiser, each party shall designate an appraiser and both appraisers will agree on and designateathird independent appraiser to make the determination oftair market value, whose determination shall be binding.

16.4 Fermination or expiration of this Agreement shall not affect the rights of Franchisee to operate otherSmoothieKing^ Units in accordance with the terms of any other franchise agreements then in effect between Franchisor and Franchisee. Notwithstanding the foregoing, termination of this Agreement or any default hereunder may constituteadefault under the terms of development agreements or other agreements, ifany, between Franchisor andFranchisee. Ferminationorexpirationofthis Agreement shallnot affect the right ofFranchisor to conduct audits of the Franchised Business under Section11.6.

ARTICLE XVIL COVENANTS NOTTOCOMPETE

17.1 During the term of this Agreement and tbraperiod of two (2) years after its termination orexpiration, Franchisee covenants that Franchisee shall not, either direct1yorindirect1y,fbri^ through,onbeha1fof,or in conjunctionwith any person,persons,or1ega1entity,divert or attempt to divert any business or guest ofthe Franchised Business or any other SmoothieKing^ franchisee to any competitor,bydirect or indirect inducement or otherwise, or do or perform, directlyor indirectly, a^^ other act injurious or prejudicial to the goodwill associated with the Proprietary Marks and the System.

3^ ^^^c^^^^ 1^2 During^^rmofÂgême^^ orex^rafio^Franch^covena^^Franoh^s^ toemp^y any person who is^^fime^waswô^p^y^^ Franchisor or hyanyotherSmoothieKm^franehiseew^^ employer, or otherwise direct or i^

1^3 Franchisee speeifiealiy acknowledges that, pursuant to this Agreement, Fra^^ receive valuable specialised training and confidential intbrmation, including, without limitation, intbrmation concerning the recipes,tbrmulasandother operational,sales, promotional, and marked methods and techniques ofFranchisor and the System. Franchisee acknowledges that Franchisor hasa right to be protected against the potentialfor unfair competition by Franchisee's use of Franchisor's training,assistanceandconfidential intbrmation in competition withFranchisor and, theretbre, Fran covenants as follows:

17.3.1 During the term ofthis Agreement, except as otherwise approved in writing by Franchisor, Franchisee shall not, directly or as an employee, agent, consultant, partner, officer, directororshareholderofanyotherperson,firm,entity,partnership or corporation, own, operate, lease, fianchise,conduct , engage in, be connected with, have any interest in, or assist any person or entity engaged in any business that distributes, markets or sells, at wholesale or retail, any nutritional drinks or general nutrition products or any other related business that is competit^ with or similar toaSmoothieKing^ Unit (except pursuant to other franchise or development agreements between Franchisee andFranchisor).

17.3.2 Franchisee shall not, foraperiod of two(2) years after this Agreement expires or is terminated or the date on whichFranchisee ceases to conduct the business franchised underthis Agreement,whichever is later, directly or as an employee, agent, consultant, partner, officer, directororshareholderofanyotherperson, firm, entity,partnership or corporation,own, operate, lease, franchise, conduct, engage in, be connected with, have any interest in, or assist any person or entity engaged inany business that distributes,markets or sells, at wholesale or retail, any nutritional drinks or general nutrition products or any other related business that is competitive with or similar toaSmoothieKing^ Unit that is located at the Unit location or withinafive (5) mile radius ofthe Unit or any other SmoothieKing^ Unit in existence or planned as ofthe time of termination or expiration ofthis Agreement.

17.4 Section17.3 shall not apply to ownership by Franchisee of less thanafivepercent(5^ beneficial interest inthe outstandingequity securities of any publicly he1dcorporation,asdefinedin Section 1511

17.5 The parties agree that each ofthe tbregoing covenants shall be construed as independent ofevery other covenant or provision ofthis Agreement. Ifallorany portion ofacovenant in this Article XVII is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which Franchisor isaparty,Franchisee expressly agrees to be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by 1aw,as ifthe resulting covenant were separately stated in and madeapart of this Article XVII.

17.6 Franchisee understandsandacknowledgesthatFranchisorshall bavetheright, in its sole discretion, to reduce the scope of any covenant set tbrth in this Article XVII, or any portion thereof, withoutFranchisee'sconsent,effective immediately upon receipt by Franchisee of wrinen notice thereof; andFranchiseeagreestocomply withany covenant as so reduced,which shallbe fully enforceable notwithstanding the provisions ofSection 23.2.

D31D ^^^crA^o^ 17.7 Franch^e exp^sly agrees that the existence of any claims It may have against Franchiser, whether or not arismg from hy Franchisor of the covenantsinthls Article XVtF

17.8 Franchisee acknowledges that Franchisee's violation of the terms of this Article XVII wonld result in irreparable injury to Franchisor tor which no adequate remedy at law may he av^^ and Franchisee accordingly consents to the issuance of an injunction prohibiting any conduct by Franchisee in violation ofthe terms ofthis Article XV1F

17.9 AtFranchisor'srequest, Franchisee shall obtain and deliver executed covenants similarto those set forth in this Article XVII from any or all persons who have or may have an ownership interest in Franchisee or in the tranchise or who receive or have access to training and other information under tbe System. Such covenants shall be inatbrm satisfactory toFranc^^^ specific identification ofFranchisor asathird party beneficiary of such covenants with the independent right to enforce them.

ARTICLE XVH4 TAXES, PERMITS^NDEBTEDNESS

18.1 Franchisee shall promptly pay when due all taxes levied or assessed, including without limitation, withholding, unemployment and sales taxes, and all accounts and other indebtedness ofevery kind incurred by Franchisee in the conduct of the Franchised Business. Franchisee shall pay to Franchisor an amount equal to any sales tax, gross receipts tax, or similar tax(other than income tax, or similar tax)imposedonFranchisorwithrespect to any paymentstoFranchisorrequiredunder this Agreement, unless the tax is credited against income tax otherwise payable by Franchisor. ifFranchisor must make tbe payment to the taxing jurisdiction for any SaiesTax that is Franchisee's responsibility underthis Agreement, Franchisor willpass the amountontotranchiseeandfranchiseewillreimburse franchisor.

18.2 In the event of any bona^i^ dispute as to Franchisee's liability for taxes assessed or other indebtedness,Franchiseemaycontest the validity or the amount of the tax or indebtednessin accordance with procedures ofthe taxing authority or applicable law; however, in noevent shall Franchisee permitatax sale or seizure by levy or execution or similar writ or warrant, or attachment by creditor, to occur againstthe premises of the Franchised Business or any improvements thereon.

18.3 Franchisee shall comply with all federal, state and local laws, rules, and regulations, and shall timely obtain any and all permits, certificates, or licenses necessary for the full and proper c ofthe Franchised Business, including, without limitation, licenses to do business, fictitious name registrations, sales tax permits, and fire clearances. Franchisee shall not conduct any business activity or advertising practice which injures Franchisor's business, the System or the goodwill associated with the Proprietary Marks.

18.4 Franchiseeshall notify Franchisor in writing within five^days of the commencement ofany action, suit, or proceeding, and the issuance ofany order, writ, injunction, award, or decree ofany court, agency,or other governmental instrumenta1ity,that may adversely affect the operation or financial condition of theFranchised Business.

ARTICLE XIX. INDEPENDENT CONTRACTOR

19.1 Thepartieshereto agree that thisAgreementdoes not createafiduciary relationship between them; that Franchisee shall be an independent contractor; and that nothing in this Agreement is

^2- ^^rrc^^o^ m^nded^con^^eftber employed or servant ofthe othe^

1^2 Daring the term of this Agreement, franchisee shall hold itself o independent contractor operating the franchised Business pursuant to a tranchise from franchisor, franchisee agrees to take such action as may he necessary to do so, including without limitation, exhihitinganotice of that tact inaconspicuous place on the Unit premises and on stationery and written or graphic materials, the content and form ofwhich franchisor reserves the right to specify.

19.3 Nothing in this Agreement authorises franchisee to makeany contract, agreement, warranty, or representation on franchisor's hehalf, or to incur any deht or obligation in franchisors^ name; and thatfranchisor shall in no event assume liability ft^r,o r he deemed liable hereunder asaresult ofany such action; nor shall franchisor be liable by reason ofany act or omission offranchisee in its conduct ofthe franchised Business or tor any claim orjudgment arising therefrom against franchisee or franchisor.

ARTICLED INDEMNI^CATIDN

20.1 franchisee shall indemnity and hold harmless franchisor, its affiliates, successors and assigns and the respective directors, officers, employe the"lndemnitees^,fiomalllossesandexpenses, which shallinclude, without limitation, a^ expenses, damages, costs, settlement amounts, judgments, and attorneys' tees, incurred in connection with any action, suit, proceeding, claim, demand, investigation or inquiry (formal or intbrm^^ settlementthereof(whetherornotalormal proceeding or action has been instituted) which arises ou^ or is based upon any acts, errors or omissions, or breach ofany contract or regulation, offranchisee or any ofits agents, servants, employees, contractors, partners, affiliates or representatives.

20.2 Notwithstanding anything to the contrary in this Article XX, nothing in this Agreement shall obligate franchisee to indemnity any of the Indemnitees tor losses and expenses arising out of or based upon such Indemnitees'gross negligence or intentional misconduct.

20.3 Ifany action, suit,proceeding,claim,demand,inquiryor investigation as described in Section20.1 becommencedorasserted(a"Claim"),inrespectofwhichoneormore Indemnitees proposes to demand indemnification fiom franchisee, franchisee will be given notice thereofas soon as practicable and shall have the right, exercisable by wrinen notice to the Indemnitee delivered wi^ (10) days afier franchisee is notified ofthe Claim, tojoin in the defense, compromise, or settlement thereof through its own attorneys and at its own expense. If franchisee exercises its right to join the defense, compromise, or senlement of a Claim as permitted above, decisions concerning strategy, procedure, defenses, cross^claims,counterclaims,compromise and settlement shallbe made by mutual consentofthelndemniteeandfranchisee, provided that if such parties cannot agree between themselves onadecision that ismaterialtothehandlingoftheClaim,thelndemnitee shall havetheoption, exercisable by written notice to franchisee, to either:

(a) Take over complete control ofthe Claim and release franchisee from its indemnity liability to the Indemnitee with respect to that particular Claim, or

(b) Turn over complete control of the Claim to franchisee and demand indemnification fromfranchisee under the indemnity provisions of this Article XX.

20.4 Regardless ofwhether the defense ofany Claim is being undertaken by the parties jointly or by either ofthem alone as provided in Section 20.3, the parties each agree with the other to aid in the

-33- ô^^rc^ô^ conductor suchde^seâny ^sonabê^^ mûdmg^mishmg^ho^w^ôôr document ^^to^C^^perm^mgemôyeesco^ ormcourt, and coming with any other âsonê^qu^ defense ofthe Claim.

ARTICLE XXE APPROVALS AND^AIVERS

2Li Whenever this Agreement requires the prior approval or consent of Franchisor, Franchiseeshall makeatimelywrinenreqaestto Franchisor therefore, and such approval or consent shall he obtained in writing.

21.2 Franchisor makesnowarrantiesor guarantees upon whichFranchiseemayrely,and assumesno liability or obligation toFranchiseehy providing any waiver, approval,consent, or suggest to Franchisee in connection with any consent, or by reason of any neglect, delay,or denial of any request therefore.

21.3 No failure ofFranchisor to exercise any powerreserved to it underthis Agreement, orto insist upon compliance by Franchisee with any obligation or condition in this Agreement, and no custom or practice of the parties at variance with the terms h to demand exact compliance with any of the terms of this Agreement Waiver by Franchisor of any particular default shall not af^ct or impair Franchisor's rights with respect to and subsequent defauh the same oradifferent nature; nor shall any delay.fbrbearance, or omission by Franchisor to exercise any power or right arising out of any breach or default by Franchisee of any of the terms, provisions, or covenants of this Agreement affect or impair Franchisor's rights; nor shall such constituteawaiver by Franchisor ofany rights hereunder or rights to declare any subsequent breach or default.

ART1CLLXXIL NOTICES

22.1 All written notices and reports pennitted or required to be delivered by the provisions of this Agreement are deemed so delivered at the time delivered by hand, one(l)business day after sent bya recogni^edovernightdelivery service which requiresawrinen receipt, or three (3) business days a^ placed in theUS. Mail by registered or certified mail,return receipt requested, postage prepaid addressed to the party to be notified at the address stated herein or at such other address as may have been designated in writing to the other party.

ARTICLEXXHL ENTIRE ACREEMENT^MODIEICATIONS

231 ThisAgreementandtheattachmentshereto constitute the entire,fulland complete Agreement between Franchisor and Franchisee and any other parties hereto concerning the subject maner ofthis Agreement and supersede all prior agreements. IfFranchisee is relying upon or has been induced byarepresentationtoexecutethisAgreementthat is not embodied in this Agreement, Franchisee is hereby expressly advised and agrees not to execute this Agreement unless the representation is included herein By executing this Agreement, Franchisee expressly acknowledges that no other representations have induced Franchisee and/or any other parties to executethis Agreement Norepresentations, inducements, promises, or agreements, oral or otherwise, not embodied herein or attached hereto were made by any party,and none shall beofany force or effect with reference to this Agreement or otherwise. Nothing in the Agreement is intended to disclaim the representations Franchisor made in the "Franchise Disclosure Oocument" that Franchisor furnished to Franchisee.

^ ^^^rc^^o^ 23.2 Except for those permitted to he made amlateraiiy hy Franchisor hereunder, no amendment,change,variance, or cancelation of this Agreement shaii he hinding on either party unless mutually agreed to hy the parties and executed hy their authorised officers or agents in writing.

ARTICLEXXIV SEVERAB^TYANDINTERPRETA^ON

24.1 Exceptasexpressly provided to the contrary herein, each portion, section,part,term and/or provision ofthis Agreement shall heconsidered severable; and it^ tor any reason, aportion, section, part, term, and/or provision herein is determined to he invalid and contrary to, or in conflict w anyorexistingfuture law or regulation hyacourt or agency having valid jurisdiction, such shall not impair the operation ot^ or have any other effect upon, such other portions, sections, parts, terms, and/or provisions of this Agreement as may remain otherwiseintelligihle; and thelattershallcontinuetohe given full force and effect and hind the parties hereof; and said invalid portions, sections, parts, and/or provisions shall he deemed not to heapart ofthis Agreement

24.2 Except as expressly provided to the contrary herein, nothing in this Agreement is intended, nor shall he deemed, to confer upon any person or legal entity other than Franchisee, Franchisor, Franchisor's officers, directors, and employees, and such ofFranchisee's and Franchisor's respective successors and assigns as may he contemplated (and, as to Franchisee, permitted) hyArticle XV hereof any rights or remedies under or hy reason ofthis Agreement.

24.3 Franchisee expressly agrees to he hound hy any promise or covenant imposing the maximum duty permined hy law which is subsumed within the terms ofany provision hereof, as though it were separately articulated in and madeapart of this Agreement, that may result from striking from any ofthe provisions hereof any portion or portions which a court may hold to be unreasonable and unentbrceable inafinal decisionto which Franchisor isaparty,or from reducing thescopeofany promise or covenant to the extent required to comply with suchacourt order.

24.4 All captions in this Agreement are intended solely tor the convenience ofthe parties, and none shall be deemed to affect the meaning or construction ofany provision hereof.

24.5 All references herein to the masculine, neuter, or singular shall be construed to include the masculine, feminine, neuter, or plural, where applicable; and all acknowledgments, promises, covenants, agreements, and obligations herein made or undertaken by franchisee shall be deemed to be solidarilyandjointly and severally undertaken by all those executing this Agreement.

24.6 Fhis Agreement shall beeffectiveand bindingonFranchisoronly whenexecutedon behalfofFranchisor by its President, or such other officer expressly authorised and designated by resolution ofFranchisor'sBoardofOirectors.

24.7 WheneverFranchisorreservesdiscretion inaparticular area or where Franchisor agrees orisrequiredtoexerciseitsrightsreasonably oringoodfaith,Franchisorwill satisfy its obligations whenever it exercises "reasonable business judgment''in making its decision or exercising its rights. A decision or action by Franchisor will be deemed to be the result of"reasonable business judgmentB'even ifother reasonable or even arguably preferable alternatives are available,if Franchisor's decision or action is intended to promote or benefit the System generally even ifthe decision or action also promotes afinancialorother individual interest ofFranchisor. Examples of items that will promote or benefit the System include enhancing the value ofthe Proprietary Marks, improving guest service and satisfacfi^^ improving product quality, improving uniformity, enhancing or encouraging modernisation, and improving the competitive position ofthe System. By establishing the reasonable business judgment standard, the parties hereto recognise that it is in the best interest of the System that Franchisor'sexercis^

^ ^^ror^^4 andd^ônmmakmg^ coôra^boôfd^ N^^Fra^^âny^d party (m^mgaôf^w^ sabâ^ ^judgm^^ Francb^Bsâsonab^basm^jadgmenL

24.8 F^châdy^Franch^^Franchând^^^ may make availab^^Franch^goo^ produce and/orse^^^ Fraaehând^ââtesmaymakeaprofiL Fmneôr farther advêsFranehêe that Fmnehôr and its abates perioêahy may reeeêeon5iderat^ of goods, products or services to Franchisee ormeensideratioa^ such persons Franchisee agrees that Franchisor and its achates will he entitled to such profits and consideration.

ARTICLE XXV. ENFORCEMENT

Specific Ferfbrmance^niunctiveReiief Notwithstanding the other provisions of this Section25, Franchisee recognises that the failure ofasingle franchiseet o comply with the terms Franchise Agreement could cause irreparable damage to Franchisor or to some or ail other franchisees Franchisorand Fmnchisee, therefore agree that, in the event ofabreach or threatened breach of this Agreement by Franchisee or in the event of any conduct by Franchisee that is illegal or is dishonest or misleading to Franchisee's guests or prospective guests or may be prejudicial to the goodwill associa^ with the Proprietary Marks, Franchisormay seek an injunction restraining such breach or oh specific performance, without showing or proving any actual damage, until such time asafinal and binding determination is made by the court. The foregoing equitable remedy will be in addition to, and not in lieu of^ all other remedies or rights, which Franchisor might otherwise have by virtue of any breach of this Agreement by Franchisee.

25.2 Waiver ofFunitive and Consequential Damages. Franchisorand Franchiseeand their respectiveowners and guarantors, if applicable) agree to waive, to the fullest extent permits the right to or claim for any punitive or exemplary damages against the other and agree that in the eventofadisputebetween them, each will be limbed to the recovery of actual damages sustained by it.

25 3 Attorneys'Fees The nonprevailing will pay all costs and expenses, including reasonable anorneys'fees, the prevailingparty incurs in any action brought toenfbrce any provision of^^^ toenjoin any violation ofthisAgreement orto intervene in any action brought bytheotherparty hereto 25.4 ^ury Waiver. Franchisor andFranchisee hereby w^i^^y^^^^^^^^^^^ connection with the enforcement or interpretation byjudicial process ofany provision ofthis Agr^ and in connection with allegations ofstate or federal statutory violations, fraud, misrepresen causesof action orany legal action initiated fbrtherecovery of damages for breach ofthis Agreem^^^^

25.5 Venue. Any cause ofaction, claim, suit or demand allegedly arising from or related to the termsofthis Agreementorthe relationshipofthe parties will be brought in the Federal Dis^ Eastern District ofEouisiana or in state court in thejudicial district in which Franchisor has its pfi^^ place ofbusiness Both parties hereto irrevocably admit themselves to, and consent to, thejurisdiction of such courts The provisions ofthis subsection will survive the termination ofthis Agreement Fmnc aware ofthe business purposes and needs underlying the language of this subsection and, withacomplete understanding thereof, agrees to be bound in the mannerstated.

36 ^0^^^^^4 ARTICLE XXVL APPLICABLE LA^

The parties agree that this Agreement takes eftect upon ^5 accep^^ franchisor in Louisiana and shaii he interpreted and construed under the laws ^ prevail in the event of any contiictotiaw.

ARTICLE XXVII AC^NO^LEDCMENTS

27.1 franchisee acknowledges that it has conducted an independent investigation of the Smoothie King^ System and recognises that the business venture contemplated hy this Agreement involves business risks and that its success will he largely dependent upon the ability offranchisee as an independent businessperson. franchisor expressly disclaims the making ot^ and franchisee acknowledges that it has not received, any representation, warranty or guarantee, express or implied, as to the potential volume, profits, or success ofthe business venture contemplated by this Agreement.

27.2 Except tor till in the blank provisions and negotiated changes franchisee initiated, franchisee acknowledges that it receivedacopy of the complete franchise Agreement, the attachments thereto, and agreements relating thereto, if any,at least seven (7) calendar days prior to the date on which this Agreement was executed, franchisee further acknowledges that it received the disclosure document requiredby the traderegulationrule of thefederalTrade Commission entitled "franchiseDisclosu^ Documenf'at least tburteen(14)days prior to the date on which this Agreement was executed.

27.3 franchisee acknowledges that other franchisees of franchisor have or willbe granted franchises at different times and in different situations, and further acknowledges that the p^ such franchises may vary substantially from those contained in this Agreement.

27.4 franchisee acknowledges that it has read and understood this Agreement, the attachments hereto, and any agreements relating thereto, and that franchisor has accorded franchisee ample time and opportunity to consult with advisers offranchisee'sown choosing about the potential benefits and risks ofentering into this Agreement.

IN WITNESS WflERECf,the parties have executed this Agreement as of the date stated in the first paragraph.

WITNESSES: ERANCHISEE:

By:.

Title:

Date:

By:_

Title:

Date:

-37- 2014 FTC FA-04/14 FRANCHISOR:

Smoothie King Franchises, Inc.

By:

Title:

-38- 2014 FTC FA-04/14 Unit No.

SMOOTHIE KING FRANCHISES, INC. FRANCHISE AGREEMENT

ATTACHMENT A PROTECTED TERRITORY

The address ofthe Franchised Business and description of the Protected Territory will be completed upon securing a lease for the location and prior to the store opening of the Franchised Business.

Initial:

-39- 2014 FTC FA-04/14 ^Jp/G^) Nutritional Lifestyle Centers"

NU SMOOTHIE KiNG.

ATTACHMENT B

Smoothie King Automatic Bank Draft

I authorize Smoothie King Franchises, Inc. ("Smoothie King") to initiate withdrawals from my account at the financial institution named below for the payment of operating fees and advertising contributions, any other payments authorized by me as well as any other fees or payments due under the Franchise Agreement. If the sales and other reporting information required by Smoothie King are not submitted by the date due, I further authorize Smoothie King to withdraw from my account a reasonably prepared estimate for the payment of operating fees and advertising contributions for the most recent reporting period- Any difference created by estimates will be adjusted as soon as possible upon receipt of necessary paperwork, with additional amounts owed Smoothie King Franchises drafted promptly and amounts due from Smoothie King to be credited against future obligations. This authorization will remain valid until further notice from Smoothie King Franchises, Inc.

I understand that the Direct Payment program is the required method of payment and does not otherwise affect my rights or the rights of Smoothie King Franchises, Inc. or my financial institution with respect to each other.

Store Number(s):

Account Type: Checking / Savings

Account Title: PRINT

Authorized Signor on account: _^ SIGNATURE

Joint Signor on account: SIGNATURE

Financial Institution Name:

City / State:

-40- 2014 FTC FA-04/14 ABA Routing Number:

Account Number:

Is this a new Strategic Partner? OR

A current Strategic Partner with new account information? Effective-Date of Change:

ATTACHMENT C ACKNOWLEDGMENT

STATE OF

PARISH/COUNTY OF

In witness whereof the appearer does hereunto execute this acknowledgment in the presence of the undersigned competent witnesses who sign together with appearer and me, notary, on this day of , 20 .

WITNESSES:

Print Name: By: Appearer

Print Name:

NOTARY PUBLIC

Notary ID #

-41- 2014 FTC FA-04/14 -42- >014FTC FA-04/14 EXHIBIT G

SMOOTHIE KING FRANCHISE PURCHASE AFFIDAVIT SMOOTHIE KING FRANCHISE PURCHASE AFFIDAVIT

Applicant (If corporation) State of Incorporation Address of Applicant Location (Territory) Applied For

1. I have received all appropriate offering circulars and disclosure documents for the State(s) of before or at my first personal meeting with Smoothie King Franchises, Inc. ("franchisor") and have had at least fourteen (14) calendar days before signing the franchise Agreement and/or payment of any monies.

2. I have signed and returned to franchisor the acknowledgment of receipt for each disclosure document given me.

3. I have had an opportunity to read the franchise Agreement thoroughly and understand all of franchisor' covenants and obligations and my obligations as a franchisee of the Smoothie King® system. I understand that the franchise Agreement contains all obligations of the parties and that Smoothie King does not grant to me any first right of refusal under the franchise Agreement.

4. I understand that this franchise business, as in all business ventures, involves risk and despite assistance and support programs, the success of my business will depend largely upon me and my ability.

5. I acknowledge and understand that no rights to any territory or locations whatsoever are granted to me or any other person or entity designated as franchisee in my franchise Agreement except as set forth in the franchise Disclosure Document or franchise Agreement.

6. I acknowledge and understand that the range of costs set forth in Item 7 of the franchise Disclosure Document are estimates of the complete investment in establishing a Smoothie King® unit and it is possible to significantly exceed the estimated costs. I understand that I am responsible for obtaining cost estimates and bids from approved suppliers before entering into a lease agreement or making cash outlays or other commitments with respect to the franchise. I understand that I should not rely on any estimates provided to me from any other source than the suppliers who are to provide the equipment or services to me. I also acknowledge and understand that 1 am responsible for performing my own investigation with respect to working capital requirements and sales and profit projections, and Smoothie King is not required to provide me with any sales or cost figures that are not otherwise provided in the franchise Disclosure Document.

7. I acknowledge and understand that I will be receiving certain materials and information during the course of my initial training and throughout the entire term of my franchise relationship with Smoothie King that are confidential and proprietary and constitute trade secrets belonging to Smoothie King. These trade secrets include, but are not limited to, all manuals, recipes, ingredients, product specifications, customer, supplier and equipment lists, handouts, workbooks, binders, portfolios, or other written materials that refer to, relate to, or involve any technical, operations, marketing, administration, or other information given to me by any representative of Smoothie King; as well as any oral information given to me by any representative of Smoothie King that refers to, relates to, or involves technical procedures, operations, marketing, administration, or other know-how. I further acknowledge and understand that these trade secrets are the property of Smoothie King and that Smoothie King has taken and will undertake any and all reasonable means to protect these trade secrets. I agree that I will not,

Smoothie King 2014-2015 G-l directly or indirectly, disseminate these trade secrets to anyone for any reason other than for the operation ofa Smoothie King® franchise under the express written authorization of Smoothie King as provided in the Franchise Agreement.

8. Other than fill in the blank provisions or changes as a result of negotiations that I initiated, I received a completed Franchise Agreement at least seven (7) calendar days before the actual date I signed the Agreement.

9. I understand that Franchisor has a system advertising fund which is not directed towards any specific franchise territory but is intended to benefit the entire Smoothie King® system nationwide.

10. I have had no promises, guarantees or assurances made to me and no information provided to me relative to earnings, revenues, profits, expenses or projected revenues for this franchise, except as disclosed in the disclosure document. If I believe that I have received any such promises, guarantees, assurances or information, I agree to describe it below (otherwise write "None").

Applicants' Acknowledgment:

Name: Name: Date: Date:

*AII representations requiring prospective franchisees to assent to a release, estoppel or waiver of liability are not intended to nor will they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.

SmoothieKing 2014-2015 0-2 EXHIBIT H

GUARANTY AGREEMENT

Smoothie King 2014-2015 GUARANTY AGREEMENT

IN CONSIDERATION of ^ accep^noe by Smootbie King Franebises, In^ a Eonisiana corporation baling its prinoipalplaee of business at Oovinôn^ ^ranebisorôfafranebise Agreement iôr^TRANSEER of FranebiseA^ree^^ executed by as an officer of corporation (bereinatfer called ^Developer/francbisee^ and for otber good and valuable consideration,!,^^ severally, unconditionally guarantee to Francbisor, (I) tbe payment and satisfaction of eacb and ev^ claim, demand,defauIt,IiabiIity,indebtedness,rigbtor cause of action of every nature, aga^ Oeveloper/Francbisee, inciudingexpenses, damages and fees, noworbereafierexisting, due, orto become due, or beld by Francbisor, its subsidiaries, aftiliates or divisions, together witb any m^^ may accrue; and (2) tbe timely pertbrmance of each term, covenant, and obligation of tbe Developer/Francbisee set forth in tbe Francbise Agreement. The undersigned specifically acknowledge that Franchisor is allowing the undersigned to enter into this Guaranty Agreement instead ofindividu^ executing the Franchise Agreement asamatter of convenience to the undersigned, and the undersigned agree to be bound by the provisionsofthe Franchise Agreement as if those provisions were firlly set forth herein This isacontinuing guaranty which shall apply to the Franchise Agreement and any subsequent amendments or modifications thereof.

The undersigned waive notice of acceptance of the guaranty and of any liability to which it applies or may apply,and waive presentment and demand tor payment thereof, or notice of dishonor or non payment thereof.

Franchisor may,at its option, at any time without the consent of or notice to the undersigned, (I)change the manner, place or terms of payment or change or extend the time of payment of, renew, or alter any liability ofthe Developer/Franchisee under the Franchise Agreement hereby guaranteed, or any liabilities incurred directlyor indirectly hereunder, and the guaranty herein made shal^ iiabilitiesoftheDeveloper/Franchisee, so changed, extended, renewed or altered;^exe^^ from exercising any rights against Oeveloper/Franchisee or others;^settIe or compromise any hereby guaranteed or hereby incurred, and may subordinate the payment of all or any part of such liabilities to the payment ofany liabilities wh^ sums paid to any liability or liabilities of Oeveloper/Franchisee to Franchisor Franchisor, may,at its option,without the consent of or notice to the undersigned, apply to the payment of the liability created bythisguaranty,atanytimeafiersuch liability becomes payable,any monies, property, or other assets belonging to the undersigned in the possession, care, custody and control ofthe Franchisor.

This agreement shall not aftect inany manner theright of theFranchisortoterminatethe Franchise Agreement pursuant tothetermsthereofandthisguaranty shall survive thetermination, expiration or cancellation ofthe Franchise Agreement. The undersigned do further agree that it will not be necessary forFranchisor, in orderto enforce the terms ofthis Agreement against them, to first inst^^ suit or exhaust its remedies againsttheOeveioper/Franchisee or any others The foregoing guaranty shall be irrevocable, except with the express written consent ofthe Franchisor.

The undersigned, if more than one, shall be jointly and severally liable hereunder and the term ^undersigned" shall mean the undersigned or any one or more of them. Any married person who signs this guaranty hereby expressly agrees that recourse may be had against his or her separate property tor all his or her obligations under this guaranty.

Smoo^Kmg^420^ This guaranty shall bind and inure to the benefit of the heirs, executors, administrators, successors and assigns of Franchisor and the undersigned.

We have signed this Guaranty Agreement at , on this the day of , 20 .

WITNESSES:

Printed Name: Signed in his or her Individual Capacity

ACCEPTED BY: Smoothie King Franchises, Inc.

By: Title: Date:

Smoothie King 2014-2015 ACKNOWLEDGMENT

STATE OF

PARISH/COUNTY OF

In witness whereof the appearer does hereunto execute this acknowledgment in the presence of the undersigned competent witnesses who sign together with appearer and me, notary, on this day of , 20

WITNESSES:

Print Name: By: Appearer

Print Name:

NOTARY PUBLIC

Notary ID #

Smoothie King 2014-2015 EXHIBIT I

CONTINGENT ASSIGNMENT OF LEASE

SmoothieKing 2014-2015 Unit No.

CONTINGENT ASSIGNMENT OF LEASE

This Contingent A^ignm^ hetowhy and among the lowing parties:

LESSOR: LESSEE:

FRANCHtSOR: Smoothie KingFranehises,ine ^SmoothieKing^ i2tParkPiaee Covin^ton3^NCansewav8i^ Snitet^ Metairie LA ^^7^2

RECITALS

WHEREAS,nnder the terms ofthe lease agreement entered into or intended to he entered into hetw^ Lessor and Lessee, (^Lease Agreements Lessor has agreed to tease to Lessee certain premises (the ^Premises^andSmoothie King has accepted the Premises asasnitahie location tb^ King^ Unit, snhject to the terms and conditions set forth herein, located at the following street a

^^^^

In consideration of the matnal covenants herein contained and other good and valaahle consideration, including the acceptance hy Smoothies parties agree as follows:

L Notices. Lessor agrees to furnish Smoothie King with copies ofany and all letters and notices to Lessee pertaining to any default hy Lessee under the Lease at the same time and in the same manner as any such notice is sent to Lessee. Lessee agrees to furnish Smoothie King prompt written noticeofany and all amendments, waivers, extensions, renewals or other modifications to the Lease. All notices hereunder shall he mailed or delivered to the addresses set forth above, unless changed from time to time by any party through wrinen notice mailed or delivered to the other parties.

2. Assignment. Inthe eventof termination or expiration of thefranchise Agreement or Lessee'sdefault under the Lease, Lessee shall,at Smootbie King'soption, assign to Smoothie King any and all interest of Lessee inthe Lease, including any rights to renew the Leaseorto sublease the Premises^ and Lessor hereby consents to such assignment, subject to tbe following conditions:

(a) Smoothie King shall notity Lessee and Lessor in writing (the ^Election Noticed within tifteen(l^days after termination or e^ receipt ofany notice ofdefault by Lessee under the Lease, ifSmoothie King elects to accept assignment ofthe Lease. Upon receipt of an Election Notice by Lessee and Lessor, Smoothie King shall have the right as between Lessee and Smoothie King to the Premises. Upon receipt of an Election Notice by Lessee trom Smoothie King, Lessee grants, assigns, transfers and sets over to Smoothie King all rights title and interest in and to the LeaseAgreement and thePremises leased thereunder and abandons any existing leasehold improvements. Smoothie King'sfailuretoacceptassignmentofthe Lease upon any

Smooth Kmg^^O^ 11 defauh of Lessee under the Lease which waiver of Smoothie King's future right to accept sueh assignment in Lessees

(h) Lessee agrees to take any and aii actions necessary under the Lease Agreement to effectuate assignment ofthe Lease Agreement to SmoothieKing^

(c) Lessor agrees to the assignment of the Lease Agreement from Lessee to Smoothie King upon Lessor's receipt ofan Election Notice and agrees to take any and ati present and/or future actionreasonahly necessary toassist Smoothie King, when andas requested, ineffectingthe assignment of the lease to Smoothie King^provided, however, that Lessor shall not he required to hear any expense thereof

(d) IfSmoothie King elects to accept assignment ofthe Lease, Smoothie King shall take possession of the Premises as soon as reasonably possihle, hut no later than thirty days after receipt of the Election Notice hyLessor,and Smoothie King shall commence payment of rent and other customaryand reasonable charges under theLease as of the date of receiptoftheElectionNoticehy Lessors

(e) Smoothie King'sleasehold interest shall not be subject to any defaults or claims that may exist between Lessor and Lessee.

(f) Nothing herein shall affect Lessor's right to require Lessee to remain liable asa guarantor for the remaining term ofthe Lease, to recover from Lessee any and all amounts due under the Lease or to exercise any rights ofLessor against Lessee as provided under the Lease.

3. Assignment toThird Party. At any time after receipt ofthe Election Notice by Lessor, Smoothie King may request to assign its lease, pursuant to provisions ofthe lease agreement concerning leaseassignment,orsubleasethePremises,toathird party franchisee ofSmoothieKing^ for the purpose ofcontinuing to operate the Smoothie King® business at the Premises Lessor agrees not to unreasonably withhold its consent to any such assignment or sublease.

4. Entry by Smoothie King. Lessee acknowledges that Lessee has agreed under the franchise Agreement that SmoothieKing and its employees or agents shall have the right to enter the Smoothie King® Unitoperated by Lessee atthePremisesatany reasonabletimefbrthepurposeof conducting inspections, protecting Smoothie King'sproprietary marks, andcorrectingdeficiencies of Lessee. Lessor and Lessee hereby agree not to interfere with or prevent such entry by Smoothie King, its employees or agents.

5. DeDldentification. Lessee acknowledges that in the event the franchise Agreement expires or is terminated. Lessee is obligated under the franchise Agreement to take certain steps to de- identify thelocationasaSmoothieKing®Llnitoperatedby Lessee. Lessor agrees to cooperate with SmoothieKing inallowingSmoothie King to de-identify thePremises, includingallowingSmoothie King, its employees and agents to enter and remove signs, decor and materials bearing or displaying any marks, designs or logos of SmoothieKing^ provided, however, that Lessor shall not be required to bear any expense thereof. Lessee agreesthat if Lessee fails to de-identify the Premises promptly upon terminationor expirationasrequired under the franchise Agreement, Smoothie Kingmay causeall required de-identification to be completed at Lessee^sown expense.

Smooth Kmg^4 20^ 1-2 ^ General Provisions

^ Phis Agreement shall rnn with the land and be binding npon the parties and their sueeessors,assigns,heirs,exeeutors, and administrators. The rights and obligations herein contained shall eontinne notwithstanding changes in the persons or entities that may hold any leasehold or ownership in the land or building. Any party hereto may record this agreement oramemorandnm hereof

(b) Any party hereto may seek equitable relief including without limitation injunctive relief or specific performance, for actual or threatened violation or non-perto Agreement by any other party. Such remedies shall be in addition to all other rights provided for under law or other agreements between any ofthe parties. The prevailing party in any action shall be entitled to recover its legal fees together with court costs and expenses oflitigation.

(c) This Agreement is directed toaspecific Lease Agreement set forth herein but the Lessee, Lessor and Smoothie King agree that this Agreement is applicable to any extensions, renewals or other options ofLessee with respect to the Lease Agreement and the Premises, as well as being applicable to any subsequent lease agreements between Lessee and Lessor concerning the Smoothie King® Unit with respect to the Premises.

(d) Nothing contained in tbis Agreement shall affect any term or condition in the franchise Agreement between Lessee and Smoothie King Nothing herein shall bedeemedtoconstitutea guaranty or endorsement by Smootbie King ofthe terms and conditions ofthe Lease between Lessor and Lessee. In the event thatSmoothie King, in its sole discretion,determines not to accept assignment of the Lease as permitted hereunder, neither Lessor nor Lessee shall have any claims against Smoothie King. No terms or conditions contained in the Lease shall be binding on Smoothie King unless and until it elects to accept assignment ofthe Lease hereunder

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this day of ,20

WITNESSES: LESSOR:

By: Printed Name:. Date:

WITNESSES: LESSEE:

By: Printed Name:. Date:

WITNESSES: FRANCHISOR: Smoothie King Franchises, Inc.

By:

Date:

Smoothie King 2014-2015 1-3 EXHIBITJ

SMOOTHIE KING MANUALS—TABLE OF CONTENTS

Smoothie King 2014-2015 SMOOTHIE KING MANUALS TABLE OF CONTENTS

HEALTHY BEGINNINGS

Section 1 Healthy Beginnings 11 pages Section 2 Healthy Finance 23 pages Section 3 Healthy Locating 40 pages Section 4 Healthy Building 31 pages Section 5 Healthy Opening 19 pages Section 6 Healthy Retail 3 pages Section 7 Healthy Accounting 2 pages Section 8 Healthy Compliance 2 pages Section 9 Healthy Marketing 2 pages Section 10 Notes 2 pages

Total Pages 135 pages

POLICY MANUAL

Section 1 Receipt of Manual I page Section 2 Policies & Procedures 22 pages

Total Pages 23 pages

MANAGEMENT TRAINING

Section 1 Day 1, Course Overview, Nutrition, Marketing 25 pages Section 2 Day 2, Menu Board, POS, Register, Marketing 62 pages Section 3 Day 3. Smoothies, Guest Service, Retail, Marketing 33 pages

Section 4 Day 4: Personnel Hiring & Training, Marketing 19 pages Section 5 Day 5, Scheduling, Stock Management, Marketing 31 pages Section 6 Day 6, Budgeting, Nutrition, Training, Marketing 17 pages Section 7 Day 8, Inventory Management, Marketing 18 pages Section 8 Day 9, Report Management, P&L 15 pages Section 9 Handouts 167 pages

Total Pages 387 pages

POS TRAINING

Section 1 Overview 7 pages Section 2 POS Register Training 23 pages Section 3 Scheduling & Labor Cost 10 pages Section 4 Stock Management & Inventory 15 pages Section 5 Managing Inventory 9 pages Section 6 Report Management 9 pages Section 7 Profit & Loss 7 pages

Total Pages 80 pages

Smoothie King 2014-2015 J-l REGIONAL TRAINING

Section I Course Overview, Policies & Procedures 14 pages Section 2 Nutrition Overview 5 pages Section 3 Smoothie Training, Guest Experience, Retail 24 pages Section 4 Personnel Hiring & Training 24 pages Section 5 Nutritional Training, Reporting 13 pages Section 6 Scheduling & Labor Cost, Stock Management 11 pages Section 7 Marketing 15 pages Section 8 Sports Nutrition & Training 8 pages Section 9 Retail & Supplements 75 pages

Total Pages 189 pages

Total Pages for all Manuals: 814 pages

Smoothie King 2014-2015 J-2 EXHIBIT K

STATE LAW ADDENDA

Smoothie King 2014-2015 CALIFORNIA ADDENDUMTO SMOOTHIE KINO DISCLOSURE DOCUMENT

The lowing mfbrmafion apphes to fraoehises and franchisees sah^eet to the Cahtomia Franchise investment Act and modifies

L THE CALtFORNiAiN^ESTMENT LAW RETIRES THATACOFYOFAFF FROFOSEDACREEMENTSREEATiNC TO THE SALE OF THE FRANCHISE BEDEEi^ERED TOCETHERWtTH THE DtSCLOSURE DOCUMENT

2. TheFranehisor'swehsiteisfenndatwwwsmoethieking.eom.

OUR WEBSITE HAS NOT BEEN RENEWED OR AFFRO^ED BY THE CALiFORNiA DEPARTMENT OF CORFORATIONS ANY COMPLAINTS CONCERNiNC THE CONTENT OF THIS WEBSITE MAY BE DIRECTED TO THE CALIFORNIA DEPARTMENT OF CORPORATIONSBUSINESSO^ERSICHTATwwweorpdhoeagov

3. Item3 Item^is amended to provide that neither we nor any other person identified in Item 2 is snh^eet to any currently etTective order of any national securities association or national securitiesexchange, asdefined in the Securities Exchange Act of 193^ 15 U.S.C.A. 78aet seq., suspending or expelling such persons from memhership in such association.

4. Item 17. Item I7ofthediscIosuredocument isamendedtoincludethe following additional provisions:

(a) California Business^Protessions Code Sections 20000 through ^43provides rights toyou concerning termination or nonrenewal ofafranchise. Itthe franchise agreement containsaprovision that is inconsistentwiththelaw^the law will control.

(h) The franchise agreement provides for termination upon bankruptcy. This provision may not he enfbrceahle under Federal Bankruptcy Law(IIU.S.C.A.Sec lOIetseq.).

(c) The franchiseagreementcontainsacovenant not to compete which extends heyond the termination ofthe franchise. This provision may not he enforceable under California law.

(d) You must sign^general release if you transfer your franchise. This provision may be unenforceable under California law. California Corporations Code3t5I2voidsawaiver ofyourrightsunderthe Franchise Investment Law^Califbmia Corporations Code3I000 through 3151^. Business and Professions Code 200I0voidsawaiver of your rights under the Franchise Relations Act (Business and Professions Code 20000 through 20043).

(e) Tbe franchise agreement requires that any cause ofaction, claim,suit or demand be brought in Federal District Court for the Eastern District ofLouisiana or in the state court in the^udicial district in which the franchisor has its principal place ofbusiness. You are encouragedto consult privatelegal counsel to determinethe applicability of California and federal laws (such as Business and Professions Code Section 20040.5, Code of Civil Procedure SectionI2^I)to any provisions ofafranchise agreement restricting venue toaforum outside the State ofCalifornia.

Smooth Kmg^4^5 K-I (^ The franchise agreement may contain a hqaidated damages ciaase. Under Cahfr^rnia Civil Code Section t^4ce^

(g) The franchise agreement requires the parties to waive any and ait rights toa^nry trial. This provision may not he enforceable under Calitbmia law.

(h) Section31125 oftheCalifbmiaCorporationsCoderequires ustogiveyoua disclosuredocument^inatormcontainingtheinformationthatthecommissionermayhyruleor orderrequire,heforeasolicitationofaproposed material modification of an existing franchisee

Smooth K^^4 ^5 K2 IL^NO^ADDENDUMTO SMOOTHS KING DISGLGSUREDGGUMENT

The^owmgin^m^on applies to franchises'^ Disclosure Act 0^1987 and modified infr^nnation stated in the main ho^

ID GoverPa^e^Risk Factors. Any provisioninafranchiseagreement that designates jurisdiction or venue inatbrum outside of the state oflllmois is void.

2. Iteml7. Item 17ofthe disclosure document is amended to provide as follows:

For Illinois franchisees, Illinois law governs the franchise agreement. Fhe conditions under which the franchiseca n he terminated and rights upon nonrenewal may he affected hy Illinois law. Litigation must he in federal district court in Illinois. Pursuant to Section^lof the Illinois Franchise Disclosure Act, any condition, stipulation, or provision purportingtohind any person acquiring anyFranchise Agreement towaive compliance ^ with any provision ofthe Act or other law ofthe State is void.

Smooth Kmg 2014 2^5 K3 MARYLAND ADDENDUM TO SMOOTHIE KING DISCLOSURE DOCUMENT

The following information applies to franchises and franchisees subject to Maryland statutes and regulations and modifies information stated in the main body of the FDD.

1. Item 17. Item 17 of the disclosure document is amended to include the fol lowing additional provisions:

(a) Any claims arising under the Maryland franchise Registration and Disclosure law must be brought within 3 years after we grant you a Smoothie King franchise.

(b) Our termination of the franchise Agreement because of your bankruptcy may not be enforceable under applicable federal law (11 U.S.C.A. 101 et seq.)

(d) The general release required as a condition of renewal, sale and/or assignment/transfer will not apply to any liability under the Maryland franchise Registration and Disclosure Law.

Smoothie King 2014-2015 K-4 MINNESOTAADDENDUMTO SMOOTHIEKING DISOEOSURE DOCUMENT

The lowing mforma^ regu^ions and modified m^mafion^edinlhe^

E Itemi^ Wewîndemm^yoaagamândreimhaêyonfeâ^ you are held hahieinanyproeeeding arising oat of your use of any Pro^ the Franchise Agreement Wewiii also reimburse you tor all costs that you reasonably incur in defending any such claimbrought against you in any proceeding in which you are named asaparty. You must timely notity us ofsuch claim or proceeding and comply with the Franchise Agreement.

2 Item 17

(a) Minnesota law provides you with certain termination and nonrenewal rights. As of thedateofthisdisclosuredocument, Minn.Stat. Sec. ÔO.14, Subd.^4and5require, except in certain specified cases, that you be given 90 days'notice of termination^withÔdays to cure) andlÔ days'notice for nonrenewal oftheFranchise Agreement.

(b) Minn. Stat. ^0O.21and Minn. Rule 2^0.4400^ prohibit us from requiring litigafi^^ to be conducted outside Minnesota. Inaddition,nothing inthe disclosure document orFranchise Agreementcaneliminateorreduceany ofyourrightsasprovidedforinMinnesotaStatutes, Chapter or your rights to any procedure, tbrum, or remedies provided tor by the laws ofthe jurisdiction.

(c) No release language stated in the Franchise Agreement will relievefranchisor or any otherperson,directlyorindirect1y,from liability imposed by the laws concerning fianchising of the State ofMinnesota, provided that this part will not bar the voluntary senlement of disputes.

Sm^^K^^4^5 K^ NEWYORKADDENDUMTO SMOOTHIEKING DISOEOSURE DOCUMENT

The lowing in^rmafion^ regu^ions and modified m^mafion^edm^

E Cover Page. We may^ifwe chooser negofiate with you ahoat items eoveredmthe Eranehise Disclosure DoeumenL However we eauuot use the uegotiatiug process to require you to accept terms which are less favorable than those stated iu this disclosure documeuL

2. item 3. Except as described hetow,neither we, our achates or any person ideatifiedm ttem^of this disclosure document:

A. Has an administrative, criminal or civil action pending against that person alieging:ateiony^avioiationofafianchise, antitrust or securitieslaws fraud, embezzi^^ fraudulent conversion, misappropriation ofproperty^untair or deceptive practices or comparable civil or misdemeanor allegations, including pending actions, other than routine litigation incidental to the business,which are significant in the context of the number of franchisees and the size, nature or financial condition ofthe franchise system or its business operations.

B. Has been convicted ofafelony or pleaded nolo contendere toafelony charge or, within the ten-year period immediately preceding the application for registration, has been convicted oforpleaded nolo contenderetoamisdemeanorchargeorhas been the subject ofa civil action alleging: violationofafranchise,antitraudorsecuritieslaw^traud, embezzlement, fraudulent conversion or misappropriation of property, or untair or deceptive practices or comparable allegations.

C. Is subject toacurrently effective injunctive or restrictive order or decree relating to the franchise, or under a federal. State or Canadian franchise, securities, antitrust, trade regulationortradepractice law,resultingfrom aconcludedorpendingactionor proceeding brought byapublic agency^ or is subject to any currently eftective order of any national securities association or nationalsecurities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person trom membership in such association or exchanged or issubjecttoacurrentlyeffectiveinjunctive or restrictive order relating to any other business activity asaresult ofan actionbrought by apublicagencyordepartment,including,without limitation, actions affectingalicenseasareal estate broker or sales agent.

3. Item 4. Neither we, our affiliates or any officers identified in Itemôf this disclosure document has, during the 10-year period preceding the date ofthis disclosure document: (a) filed as debtorôrhad filed against itâpetition to start an discharge ofits debts under the bankruptcy codeôr(c)wasaprincipal officer ofacompanyorageneral partner inapartnership that either filed asadebtor(or had filed against it)apetition to start an action undertbeHS Bankruptcy Code orthatobtainedadischarge ofits debts under theUSBankruptcy Code during or within one year afiertheofficer of franchisor held this position in the company.

4. Iteml7^. lteml7(c)of the disclosure document is amended to provide that all rights arising in your favorfrom the provisions of Article 33 ofthe CenBusEaw ofthe State ofNewYork and the regulations issued thereunder will remain in forced it being the intent of this proviso that the non waiver provisions of Cen. Bus. Eawsections^7.4and^7.5 be satisfied.

Smooth Kmg20^ 20^ K^ 5. Item 17(0. Item I7(j) of the disclosure document is amended to provide that no assignment will be made by us, except to an assignee who, in our good faith judgment, is willing and able to assume our obligations under the Franchise Agreement.

6. We represent that this Prospectus does not knowingly omit any material fact or contain any untrue statement of a material fact.

Smoothie King 2014-2015 K-l W^CONSINADDENDUMTO SMOOTHIEKING DISOEOSURE DOCUMENT

The^owmgmfbrmafion apphes tofranchisesand franchisees su^^IotheWisconsmfafr Dealership Eaw and modifies the infr^rmafion stated in the main

i item 17

(a) Foralifranehiseesresiding in the State efWiseonsin,we will provide yoa at least 90days' prior writtenaotieeof termination, eaneellation,orsahstantial change incompetitive circumstances. The notice willstateallthereasonst^rtermination,cancellation,orsnhstantial change in competitive circumstances and will provide that yon have 60 days in which to care any claimed deficiency. Ifthis deficiency is cured within 60 days, the notice will he void. Ifthe reason tor termination, cancellation, or substantial change in competitive circumstances is nonpayment of sumsdueunderthefranchise,youwill have lOdays to cure the deficiency.

(h) For Wisconsin franchisees. Oh. 135,Stats.,theWisconsin Fair Dealership Eaw, supersedes any provisions of the Franchise Agreement orarelated contract which is inconsistent with the Eaw.

Smooth King 2014 2015 K^ CALIFORNIA ADDENDUM TO SMOOTHIE KING FRANCHISE AGREEMENT

This Addendum relates to franchises sold in California and is intended to comply with California statutes and regulations. In consideration of the execution of the Franchise Agreement, Franchisor and Franchisee agree to amend the Franchise Agreement as follows:

1. Sections 2.2.7 and 15.5.4 of the Franchise Agreement require Franchisee to sign a general release of claims. This provision may not be enforceable under California law.

2. Article 17 ofthe Franchise Agreement contains a covenant not to compete which extends beyond the term of the franchise. This provision may not be enforceable under California law.

3. Except as amended herein, the Franchise Agreement will be construed and enforced with its terms.

FRANCHISEE: Smoothie King Franchises, Inc.

By By. Its

Smoothie King 2014-2015 K-9 IL^NOIS ADDENDUM TO SMOOTHIE KINO ERANOHISEAOREEMENT

This Addendum rentes tofranehisessold miihnoisand is mtendedtoeompiy with fihnois statutes and regulations. In consideration ofthe execution ofthe Franchise Agreement, Franchisor and Franchisee agree to amend the Franchise Agreement as tbilows:

F Section2F2 of the Agreement is deleted in its entirety.

2. Section 23.1 ofthe Agreement is amended to provide that the section is not intended to suggestthatFranchiseemay not rely ontheSmoothieKingdisclosure document that Franchisor has providedto Franchisee in connection with theofterand purchase of Franchisee's Smoothie King® franchise. Although the statements in the disclosure document do not hecome part of the Franchise Agreement, the disclosure document cannot contradictthe contract terms.

3. Articled.5 is deletedinits entirety,andthefbllowingis substituted: Any cause of action,claim,suitor demand allegedly arising fromor relatedtothe terms of this Agreementorthe relationship ofthe parties must be brought in Illinois federal or state court.

4. Article2^.1 is deleted in its entirety, andthe followingissubstituted: lllinoislaw governs this Agreement. The conditions under which the franchise can be terminated and rights upon nonrenewal may be affected by Illinois law.

5. The Franchise Purchase Affidavit (Exhibit O to the disclosure document) is unenforceable under Illinois law to tbe extent it may have the effect of forcingafranchisee to waive or release certain rights that fmnchisee has underthe Illinois Franchise Disclosure Act,8151F^705.

6. Except as amended herein, the Franchise Agreement will he construed and enforced with its terms.

FRANOF11SEE: Smoothie KingFranchises,lnc

By By Its

Sm^^Kmg20^2O^ K-10 MARYLAND ADDENDUMTO SMDDTHILKING FRANCHISE AGRLLMLNT

This Addendum re^es to franchisessoldrnMa^an d and is ^^^^ statutes and regulations, in consideration of the execution of the Franchise Agreement, Franchiser and Franchisee agree to amend the Franchise Agreement as follows:

F Sections 2^7and 15.5.4are amended toprovide that the general release required asa condition of renewal,sale,and/orassignment/transte^ Maryland Franchise Registration and Disclosure Law.

2. Section 25.5is amended to provide that Franchisee may hringalawsuit in Maryland tor claims arising under the Maryland Franchise Registration and Disclosure Law.

3. Section 26.1 isamendedtoprovidethat Louisiana law will not apply toaclaim arising under the Maryland Franchise Registration and Disclosure Law. Section 26.lis further amended to provide thatanyclaimsarising under theMaryland Franchise Registration and DisclosureFaw must he brought within three^yearsafierthe date of the Franchise Agreement.

4. Any provision in the Agreement that requires Franchisee to disclaim the occurrence and/or acknowledge the non-occurrence of acts that would constitute a violation ofthe Maryland Franchise Registration and Disclosure Law is not intended to and will not act asarelease, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.

5. Fxcept as amended herein, the Franchise Agreement will be construed and enforced with its terms.

FRANCF11SFF: Smoothie KingFranchises,lnc

By By. Its

Smoothie King 2014-2015 K-l MINNESOTAADDENDUMTO SMOOTHIEKING ERANOHISE AGREEMENT

Tbis Addendum ^a^tofran^ scutes and regulafions. In consideration of tbe executions Francbisee agree to amend tbe Francbise Agreement as totiows:

L Franchisor will undertaketbedefenseofany claim of infringementby thirdparties involving tbe SMOOTHIE KING® mar^and Franchisee will cooperate with the detenseinany reasonable manner Franchisor directs with any direct cost ofsuch cooperation to be borne by Franchisor.

2. Minnesota law provides franchisees with certain termination and nonrenewal rights. As ofthedateofthisFranchiseAgreement^Minn Stat Sec. ^014, Subd^4and5require, except in certain specified cases, thatafranchisee be given 90 days notice of termination(with 60 days to cure^and 180 days notice tor nonrenewal of theFranchise Agreement.

3. Sectional ofthe Agreement is amendedby replacing the second sentence withthe tbllowing:

Franchisorand Franchisee agree that IfFranchisee breachesor threatens to breach any ofthe terms ofthis Agreement, Franchisor will be entitled to seek an injunction restraining such breach ortoadecreeofspecific performance, without showingorprovingany actual damage, together with recovery of reasonable anomeys'tees and other costs incurredin obtaining such equitable relief,until suchtimeasatinal and binding determination is made by the court.

4. NoreleaselanguagestatedintheFranchise Agreement willrelieveFranchisor or any other person, directly or indirectly, from liability imposed by the laws concerning tranche ofMinnesota, provided that this part will not bar the voluntary settlement of disputes.

5. Except as amended herein, the Franchise Agreement will be construed and enforced with its terms.

FRANCHISEE: Smoothie King Franchises, Inc.

By By. Its

Smoothie King 2014-2015 K-12 NEW YORK ADDENDUM TO SMOOTHIE KING FRANCHISE AGREEMENT

This Addendum relates to franchises sold in New York and is intended to comply with New York statutes and regulations. In consideration of the execution of the Franchise Agreement, Franchisor and Franchisee agree to amend the Franchise Agreement as follows:

1. Sections 2.2.7 and 15.5.4 of the Franchise Agreement are amended to provide that all rights enjoyed by Franchisee and any causes of action arising in its favor from the provisions of Article 33 of the General Business Law of the State of New York and the regulations issued thereunder will remain in force, it being the intent ofthis provision that the applicable nonrenewal or termination provisions of the General Business Law be satisfied.

2. Section 26.1 of the Franchise Agreement is amended by adding the following sentence at the end of such Section: "The foregoing should not be considered a waiver of any right that either Franchisor or Franchisee may have under the General Business Law of the State of New York, Article 33."

3. Except as amended herein, the Franchise Agreement will be construed and enforced with its terms.

FRANCHISEE: Smoothie King Franchises, Inc.

By By. Its

Smoothie King 2014-2015 K-l RHODE ISLAND ADDENDUM TO SMOOTHIE KING FRANCHISE AGREEMENT

This Addendum relates to franchises sold in Rhode Island and is intended to comply with Rhode Island statutes and regulations. In consideration of the execution of the Franchise Agreement, Franchisor and Franchisee agree to amend the Franchise Agreement as follows:

1. The Rhode Island Franchise Investment Act (the "Act") at Section 19-28.1-14 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."

2. Except as amended herein, the Franchise Agreement will be construed and enforced with its terms.

FRANCHISEE: Smoothie King Franchises, Inc.

By By. Its

Smoothie King 2014-2015 K-14 WASHINGTON ADDENDUM TO SMOOTHIEKING FRANCHISE AGREEMENT

This Addendum relates to franchises sold in Washington and is intended to comply with Washington statutes and regulations. In consideration of the execution of the franchise Agreement, franchisor and franchisee agree to amend the Franchise Agreement as follows:

1. The State of Washington has a statute, RCW 19.100.180, which may supersede the Franchise Agreement in your relationship with the Franchisor, including the areas of termination and renewal of your franchise. There also may be court decisions which may supersede the franchise Agreement in your relationship with the Franchisor, including the areas of termination and renewal of your franchise.

2. In the event of a conflict of laws, the provisions of the Washington franchise Investment Protection Act, Chapter 19.100 RCW, will prevail.

3. A release or waiver of rights executed by franchisee will not include rights under the Washington franchise Investment Protection Act except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, rights or remedies under the Act such as a right to a jury trial may not be enforceable.

4. Transfer fees are collectible to the extent that they reflect franchisor's reasonable estimated or actual costs in effecting a transfer.

5. Except as amended herein, the Franchise Agreement will be construed and enforced with its terms.

FRANCHISEE: Smoothie King Franchises, Inc.

By By. Its

Smoothie King 2014-2015 K-15 W^CONSINADDENDUMTO SMOOTHIEKING ERANOHISE AGREEMENT

This Addendum re^es to franchises soldmWisconsm and statutes and regulations, tn consideration ofthe execution ofthe Franchise Agreement, Franchisor and Franchisee agree to amend the Franchise Agreement as follows:

F Article 14 of the Agreement pertaining to Oetaults and Terminations is amended as follows:

Franchisee will provide you at least 90 days'prior written notice of termination, cancellation, or suhstantial change in competitive circumstances. The notice will state all the reasons tor termination, cancellation, or suhstantial change in competitive circumstances and will provide that Franchisee have 60 days in which to cure any claimed deficiency Ifthe deficiency is cured within 60 days,the notice willhe void Ifthe reason for termination, cancellation, or suhstantial change in competitive circumstances is nonpayment of sums due under the franchise. Franchisee willhe entitled towritten notice of such default, and will have not less than lOdays in which toremedy such default fromthe date of deliveryor posting ofsuch notice.

2. Gh. 135, Stats., the Wisconsin Fair Dealership Faw,supersedesany provisions of this Agreement orarelated document hetween you and us inconsistent with the Faw.

3. Except as amended herein, the Franchise Agreement will he construed and enforced with its terms.

FRANGH1SEE: Smoothie KingFranchises,lnc

By By. Its Its

Smoothie King 2014-2015 K-16 EXHIBIT L

STATE AGENCIES/AGENTS FOR SERVICE OF PROCESS STATE ADMINISTRATORS AND AGENTS FOR SERVICE OF PROCESS

STATE STATE ADMINISTRATOR/AGENT ADDRESS California Commissioner of CorporationsBusiness 320 West 4th Street, Suite 750 Oversight Los Angeles, CA 90013-2344 California Department of 1-866-275-2677 CorporationsBusiness Oversight Hawaii Commissioner of Securities 335 Merchant Street (State Dept. of Commerce and Consumer Affairs Room 203 Administrator) Business Registration Division Honolulu, HI 96813 Securities Compliance Branch Illinois Illinois Attorney General 500 South Second Street Springfield, IL 62706 Indiana Indiana Securities Commissioner 302 West Washington Street, Room El 11 (State Securities Division Indianapolis, IN 46204 Administrator) Indiana Indiana Secretary of State 302 West Washington Street, Room E0I8 (Agent) Indianapolis, IN 46204 Maryland Office of the Attorney General 200 St. Paul Place (State Division of Securities Baltimore, MD 21202-2020 Administrator) Maryland Maryland Securities Commissioner 200 St. Paul Place (Agent) Baltimore, MD 21202-2020 Michigan Michigan Department of Attorney General Williams Building, 6Ih Floor Consumer Protection Division 525 West Ottawa Street Lansing, Ml 48933 Minnesota Commissioner of Commerce 85 7th Place East, Suite 500 Minnesota Department of Commerce St. Paul, MN 55101-2198 New York New York State Department of Law 120 Broadway, 23rd Floor (State Bureau of Investor Protection and Securities New York, NY 10271 Administrator) New York Secretary of State of the State of New York 41 State Street, Second Floor (Agent) Albany, NY 12231 North Dakota Securities Commissioner 600 East Boulevard Avenue North Dakota Securities Department State Capitol, Fifth Floor, Dept. 414 Bismarck, ND 58505-0510 Rhode Island Director, Department of Business Regulation, 1511 Pontiac Avenue Securities Division John O. Pastore Complex - Building 69-1 Cranston, RI 02920 South Dakota Director Division ofSecurities 445 East Capitol Avenue Division of Securities Pierre, SD 57501 Virginia Virginia State Corporation Commission 1300 East Main Street, 9th Floor (State Division of Securities and Retail Richmond, VA 23219-3630 Administrator) Virginia Clerk of the State Corporation Commission 1300 East Main Street, 1st Floor (Agent) Richmond, VA 23219-3630 Washington Department of Financial Institutions 150 Israel Road SW Securities Division Tumwater, WA 98501 Wisconsin Commissioner of Securities Department of Financial Institutions Division of Securities 34^201 W. Washington Ave., 1th FleepAvenue, Suite 300 Madison, WI 53703

Smoothie King 2014-2015 L-l EXHIBIT M

AUTOMATIC BANK DRAFT Unit No.

eWU SMOOTHIE KiNG. A UTOMA TIC BANK DRAFT CONSENT

I authorize Smoothie King Franchises, Inc. ("Smoothie King") to initiate withdrawals from my account at the financial institution named below for the payment of operating fees and advertising contributions, as well as any other fees or payments due under this Agreement. If the sales and other reporting information that is required by Smoothie King is not submitted by the date due, I further authorize Smoothie King to withdraw from my account the same amount that was due for the payment of operating fees and advertising contributions for the most recent reporting period. Any difference in amounts owed will be adjusted and paid upon the submission of the reporting information for that period. This authorization will remain valid until further notice from Smoothie King.

I understand that the Direct Payment program is the required method of payment under my Smoothie King® Franchise Agreement and does not otherwise affect my rights or the rights of Smoothie King or my financial institution with respect to each other.

Account Title:

Store Number(s):

Authorized Signature:

Joint Account Signature:

Financial Institution Name:

Address:

Transit/ABA Number:

Account Number:

SmoothieKing 2014-2015 M-l EXHIBIT N

FRANCHISE AGREEMENT ADDENDUM NON-TRADITIONAL LOCATION Unit No. SMOOTHS KING FRANCH^EAGREEMENTAODENDUM

FOR NON TRAD^ONAU LOCATION

This Franchise Agreement Addendum^Addendnm^is^^ day of ,20 hetween, Smoothie King Franchises, inc., aFonisiana corporation, whose principal place of hasiness is t^l Fark Flace, Covington, Fonisiana ^^3900 N.CansewavBlvd,Snitet300, Metairie FA 70002(her^^^ (hereinafter individaally and collectively referred to as "Franchisee").

RFC1TAFS

WFlFRFAS,Contemporaneonsly with the execution of this Addendum, Franchisorand Franchisee are entering intoa Smoothie King® Franchise Agreement (hereinafter"Franchise Agreement") hywhichFranchisor is granting Franchiseeafranchise to operateaSmoothie King® franchised business (hereinafter "Unit" or Franchised Business) under the Smoothie King® system and proprietary marks.

WF1FRFAS, Franchisee desires to establish and operateaFranchised Business atanon traditional ("Non-Traditional") location as determined and approved by Franchisor, and Franchisoris willing tograntFranchiseeafranchise to operateaFranchisedBusiness on the terms and conditions in the Franchise Agreement and this Addendum.

In consideration of the promises and mutual covenants set forth herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1 IVlodificationof Article 1 (ORANTOF FRANCHlSF^oftheFranchiseA^reement:

The heading of ArticlelandSectionsl.2,1.3 andl.4of the Franchise Agreement are deleted in their entirety,and replaced in their entirety as follows:

"ART1CFF1 GRANT OF FRANCH1SF"

1.2 Deleted in its entirety.

1.3 Franchisee shall operate the Franchised Business only at and from the following Non-Traditional location: (hereinafter the

"Location").

1.4 Deleted in its entirety.

2 Modification of ArticlelKTFRM AND RFNFWAF^ofthe Franchise Agreement: Sections ^.1, 2.2, and 2.2.8 and 2.2.7 (for Maryland Franchisees only) of the Franchise Agreementaredeleted in their entirety,and replaced in their entirety as follows:

Smooth Kmg 201^015 N- 2.1 Theterm ofthis Agreement shah eommeneeon thedate first writtenahove ^Effeetive Oate'^and shall expirefive^years fiomthedatethe Unitopeastbr husiness, unless sooner terminated under the terms hereof, tfthe initial lease term and any renewal thereof is less than five^years and the Landlord will not provide any further extension or renewaiof the tease,the term of this Agreement mayexpire, at Franehisee'seteetion in writing, at the expiration of the initial tease or renewal term.

2.2 Franchisee may,at its option, renew this Agreement for three^additionat terms offive^years each, suhjeet to the conditions set forth in paragraph 2.3.

2.2.7 (For MarytandFranehisees Only) The general release required asacondition of renewal, sale, and/or assignment/ transfer shall not apply to any liability under the Maryland Franchise Registration and Disclosure Faw.

2.2.8 Franchisee shall execute Franchisor's then-current form of renewal franchise agreementfor these typesof locations, which shall supersedethis Agreementexcept Sections 2.2 and 2.3 in all respects^ provided, however, that the terms ofsuch renewal franchise agreement shall hesuhstantially inthe tbrmofthisAgreement,except with respect to such items as operating fees, advertising contributions and other reasonable modifications Franchisor deems necessary to improve the structure of its agreement or the Systems and provided, further, that no initial tranchise fee shall be required. The tees charged for operating fees and advertising contributions upon renewal shall he the then- current operating fees and advertisingcontributions establishedby Franchisor tor new franchises granted tor these types of locations, but in no event shall such fees or contributions be established arbitrarily or unreasonably exceed the amount of operating tees and advertising contributions customarily charged in the industry.

3 Modification of Article III (FFFSANDFAYMFNTS) ofthe Franchise Agreement:

Sections3l, 3.2, 3.3 and 3.4 ofthe Franchise Agreement are deleted in theirentirety, and replaced in their entirety as follows:

3.1 Upon execution ofthis Agreement, Franchisee shall pay to Franchisor an initial franchise fee ofTwe^Fifieen Thousand Five Fl^^^

3.2 Deleted in its entirety.

3.3 The initial franchise fee is deemed paid to franchisor upon Franchisor's acceptance and execution of this Agreement. Thereafter, the initial fee shall be deemed fully earned andnonrefundableinconsiderationofadministrativeandotherexpenses incurredbytheFranchisor in granting thisfranchiseandfbrtheFranchisor^slost or deferred opportunity to franchise others.

3.4 Franchisee shallobtainfinancing within six(6) months and openfbr business withinone(1)yearfrom the Effective Date of this Agreement.

Smooth Kmg^4 20^ N-^ 4 M^fi^on of Arties

Section ^3.6 of the franchise Agreement is de^edin^e^^ tbiiows:

The right and license of the Proprietary Marks granted to franchisee under Agreement is non-excinsive, and franchisor thus may:

(a) Establish Smoothie King® company owned Units and grant otber licensesand franchises tor Smoothie King® Unitsand the Proprietary Marks at any location, in addition to those licenses and franchises already granted, asfranchisor, in its sole and exclusive discretion, deems appropriated

(b) Manutactureand/orsell at both wholesaleandretail all productsor services that are being sold in Smoothie King® Units under the same or similar Proprietary Marks or any other proprietary marks without providing any rights therein to franchisee.

5 Modification ofArticleX(DUTIES Of fl^NCHISfE^otthe franchise Agreement:

SectionlO^.l^of thefranchise Agreement is deleted in its entirety.

6 Modification of Article XII (AOVEI^^ the franchise Agreement:

Sections.7of the franchise Agreement is deleted in its entirety,and replaced in its entirety as follows:

12.7 During a four-week period before and/or within threes months afterthe opening ofthe Unit, franchisee shall conduct grand opening advertising, marketing and promotional activities using materials and media previously approved by franchisor for such use. franchisee shall be required to expend on grand opening advertising, marketing and promotion an amount to be determined in consultation with franchisor. The required expenditure shall be not less than One Thousand Dollars ^1,000). Pranchisoe shall deposit OneTbousandDollars^l,0^withfranchisor on the earlier of (i)tbedatePranchiseeorPranchi5ee'srepresentativebegins initial franchise management training (if applicable^and(ii)tb^datePranchisor schedules th^ opening dat^fbr the Unit, franchisor shall disburse those funds at the direction offranchisee to pay expenses associated with approved grand opening advertising activities or reimburse franchisee for suchexpenses upon proofthat franchisee has paidfor suchexpenses.—franchisor reserves tbe right to spend any funds remaining on deposit one hundred twenty (120) days after the Unit opens on advertising, marketing or promotional activity franchisee'sgeneral market area.TwoThousand five Hundred Dollars(S2^00^

Smooth Kmg20l420^ N^ 7 M^fi^onofArt^

Secfionlôf^FranchÂg^mîsde^dmfts^^ ôws:

15.7 Franchisee or the transfer shall pa^ to compensate Franchisor lor its reasonable costs and expensesinconae^^^ proposed transfer snhject to Sections 155andl5^in an amount not to exceed the then- current initial franchise tee established hy the Franchisor tor new franchises tb^ types oflocations.

8 Modification of Article XVI (OBFIGAFIONS F1FON TFRM1NAT10N OR FXFlRATlO^oftheFranchise Agreement:

Section 16.4oftheFranchise Agreement is deleted in its entirety.

9 Modification of ArticleXXlll^FNFlRFAORFFMFN^MODlFlOAFlONS^ of t^^ Franchise Agreement:

The tbllowing is added as thelast subsection to Section of Article XXllloftheFranchise Agreement:

23.3 ThisAddendumshall heconsidered incorporated in andapart of the Franchise Agreement. Fxcept as otherwise explicitly modified herein, each provision of the Franchise Agreement shall remain in full force and effect. This Addendum shall not constitute a waiver of any of Franchisors rights or remedies under the Franchise Agreement or other agreements with Franchisor.

10. Modification of AttachmentA(FrotectedTerritorv)of the Franchise Agreement:

AnachmentAof the Franchise Agreement is deleted in its entirety.

Smooth Kmg 20^ 2015 N^ IN WITNESS WHEREOF, the parties have executed this Addendum as ofthe date(s) set forth below.

WITNESSES: FRANCHISEE:

By:_

Title:

Date:

By:_

Title:

Date:

FRANCHISOR:

Smoothie King Franchises, Inc.

By:.

Title:

SmoothieKing 2014-2015 N-5 EXHIBIT O

SMOOTHNET TERMS OF USE AGREEMENT TERMSOF USE SMOOTHIE KINO ERANOHISES^NO INTRANET

Smootbie King Franchi^^c^ intranet that allows our franebiseesan d certain of tbefremp^^ oar confidential Policy and Procedure Manual, news articles and corporate forms, to communicate witb us and eacb otber, and participate in discussion lorums. Wecall tbis facility tbe Smootbie King Intranet. Tbe tbllowing are tbe terms and conditions ofuse of tbe Smootbie King Intranet ("Terms ofUse"). Please read tbem carefully. Wben you respond to tbis message witbtbis statement: "1 A0REET08E BOUNOBYALEOPTHESMOOTHIE KINO INTRANET TERMS OP USEB we will issueaspecial User IO and password to you 8y logging onto tbe Smootbie King Intranet tbe first time and eacb subsequent log-on, you confirm tbat you are eligible to access tbe Smootbie King Intranet and you agree to observe and be bound by all tbese Terms ofUse, as may be amended from time to time.

Section!: Introduction

Because tbe Smootbie King Intranet will continually evolve and because we may cbange, supplement or delete any ofits functions, we reserve tbe rigbt to modify tbeseTennsofUse

Tbe Smootbie King Intranet is owned and operated by Smootbie King Prancbises, Inc. and its affiliates, questions concerning tbe Smootbie King Intranet or its operation sbould be directed to tbe system administrator at tbe contact point listed below.

We provide tbe SmootbieKinglntranet"AS-lS"and"ASAVAlEABEEB We assume no responsibility for tbe timeliness, deletion, mis-delivery or failure to store any of your communications or settings

Touse tbe Smootbie King Intranet, you must be able to access tbeWorldWideWeb, and you must pay any Internet access feesassociated witb your access. You must also provide all equipment necessary to connect to tbeWorldWideWeb,includingacomputer and modem or otber access device.

Sections Passwords and Security

Youwill receive your User 10 andapassword from tbe system administrator for tbe Smootbie King Intranet. Because anyone wbo uses your User IO and password gains access to our confidential Policy and Procedure Manual and otber confidential information, you must take care to maintain tbe confidentiality ofyour password and User 10.

YourUserlOand password are unique to you. Neitberyounoryouremployeesmayuseanotber person'sUser IO and password to access tbe Smootbie King Intranet or allow anotber person to use tbeir User 10s or password. You sbould memorize your User 10 and password. Ifyou need to write tbem down, do not record your User IO at tbe same place you record your password. You are responsible for maintaining tbe confidentiality ofyour User 10 and password, and you areresponsibleforall activities tbat occur under your User lOand password. Ifyou area francbisee,youarealso responsiblefbrtbe useyouremployeesmakeoftbeir User IDsand password.

Smooth Kmg^4^5 Youag^^tonofify^^ema^ User ID or password, or any other breach out ofyour Smoothie King Intranet aeeount at the end of each session.

Weeannot and will not he hahle for any loss or damage arising from your failure to comply with the requirements stated in this Section 2.

Sections Privacy and Data Co^ecfion

WewillrecordyourUserlDandpasswordwhen we issue them to you. Werecord each instance that your User ID and password are used to access the Smoothie King Intranet. We may also record the time and duration of each session of your User ID'suse of the Smoothie King Intranet. Wemay also record when and the numherofinstances that you access certain information on the Smoothie King Intranet, such as when you open an update toamanual or the numherofinstances and how often you accessamanual. We will not provide intbrmation you provide ahout your customer base, customer profile and other demographic information to our advertisers and vendors. However, your first andlast name willbe transmitted w^ith each message sent under your User ID. In addition,we will not provide your email address to any entity that is not our parent corporationor our subsidiaries orapersonthat works therefore. However,your email address and other personal information as provided on the Intranet will be available for other users ofthe Intranet.

Sections Confidentiality ofCertain Information

YouherebyacknowledgethatSmoothieKingPrancbises, Inc. is the sole owner of all proprietary rights in and to the Smoothie King System and each and every part thereofand all material and informationnoworhereafter revealedtoyouunder your Franchise Agreemententered into betweenyouand Smootbie King Franchises, Inc. (collectively, the"Franchise Agreements relating to the Smoothie King Intranet (as defined therein). You acknowledge that the products, methods of doing business, and otber elements of the Smoothie King Intranet.which may or may not be disclosed on the Smoothie King Intranet, are unique and distinctive and have been developedby SmoothieKing Franchises, lnc.atgreateffort,timeandexpense. Youfurther acknowledge that the Smoothie King Intranet in its entirety,constitutes trade secrets ofSmoothie King Franchises, lnc.,which are revealed to you on the Smoothie King Intranet in confidence, solely for the purpose ofenabling you to establish and operate your Smoothie King unit(s) in accordance with the terms of the Franchise Agreement. Such trade secrets include, but are not hmitedto,product catalogs, price lists, training manuals, policy manuals, sales promotion aids, business forms, accounting procedures, marketing reports, informational bulletins,^ systems. You agree that you (a) will not reveal any of such trade secrets to any other person, firm,orentity,and(b)will not use any of such trade secrets in connection with any business or venturein whichyou haveadirector indirect interest, whether asaproprietor,partner, joint venture, shareholder, ofFicer,director,orin any other capacity whatever, other than in connection with the operation ofyour Smoothie King unit(s)

Sections Conduct and Content

Asacondition of your continuing use of the Smoothie King Intranet, you promise that you will not use the Smoothie King Intranet for any purpose that is unlawful or prohibited by theseFerms of Use. WeprovidetheSmoothie Kinglntranettofranchisees and their employeesandour approved vendors only for exchanges of information and other uses directly related to the Smoothie King Sy^em. You may use the Smoothie King tntr^ operation ofyour franchisean d not for personal or umelated business use. Any unauthorized use ofthe Smoothie King intranet is expressly prohibited, and we reserve the right to delete inappropriate material and to suspend the aeeount of any person who uses the Smoothie King Intranet tor an unauthorized purpose.

You should understand that all messages, data, text, photographs, graphics, video and other materials or information transmitted via the Sm post),whether posted for general viewing or transmitted privately ("User Contents, are the so responsibility otthe person from which an item ofUser Content originated. Ifyou upload, post, sendamessage or otherwise transmit any User Content, you are responsible for its compliance with theseFerms ofUse. Although we have the right to, we do not screen, edit or control User Content. Wedonotacceptresponsibility for thetruthfulness,accuracy or suitability of User Content. Under no circumstances will we be liable in any way for any User Content, including errorsoromissions inany UserContent,orfbranylossordamage ofany kind incurred asaresult ofthe use ofany User Content posted, sent in a message or otherwise transmitted via the Smoothie King Intranet.

You agree not to use the Smoothie Kinglntranet to: 1. upload,post,sendinamessage or otherwise transmit any User Content that is unlawful, harmful, threatening, abusive, harassing, tort^^ of another'sprivacy,hateful,or racially,ethnicallyo r otherwise offensives 2. impersonate any person or entity^ 3. disguise the authorship or origin ofany User Content you transmits 4. upload, post, send inamessage or otherwise transmit any User Content that you do not have arighttotransmitunderanylaworundercontractual or fiduciary relationships(such as inside information, proprietary information and confidential informations 5. upload, post, send inamessage or otherwise transmit any UserContent that infringes any patent, trademark, trade secret, copyright or other proprietary rights ofany persons 6. upload, post, send inamessage or otherwise transmit any unsolicited or unauthorized advertising, promotional materials,"junkmai^ solicitations 7. upload, post, send inamessage or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality ofany computersoftware or hardware ortelecommunications equipments 8. disrupt the normal flow of dialogue, causeascreen to "scroll" faster than normal,or otherwiseactinamannerthatnegativelyaffectsotherusers'ability to engage in orderly exchanges^ 9. interfere with or disrupt servers or networks connected to the Smoothie King Intranet 10. "stalk" or otherwise harass another^ or 11. collect, store or share personal data about other users.

We reserve the right, in our sole discretion, to block or remove any objectionable User Content that you transmit available via the Smoothie King Intranet Without limiting the breadth of our right, you are advised that we have the right to remove any User Content that violates these Terms of Use, your franchise Agreement or is otherwise objectionable (in our sole determination).

Westore and preserve User Content in accordance with established policy and may disclose it if required by lawor inthe goodfaithbelief that such disclosureis reasonably necessary (a) to comply with l^p^^^^ User Content violates the rights safety ofSmoothie King and its employees, and its franchisees.

Wemay transmit and store yonr User Content over various networks, computer servers and other technological means, and we may modify your User Content to conform and adapt it to technical requirements ofconnecting networks or devices.

We will immediately suspend or terminate the rights ofany User ID that we helieve, in our sole discretion,is heing used to disseminate spam or other unsolicited hulk messages. Inaddition, because damages are difficult to quantify,you agree to immediately pay us liquidated damages of ^for each piece of spam or unsolicited hulk messages transmitted under or otherwise associated with your User ID.

We have the right, in our sole discretion, to discontinue sending hard copies of any material, notices, etc., provided or made available to you on the Smoothie King Intranet.

Sections Ownership of User Content

Any UserContenttbatyoutransmitviathe Smoothie King Intranet shall be our property,and we may reproduce, distribute, transmit, publish, sell or otherwise commercially exploit any such Use^ Content in any manner or through any medium we choose.

Sections Indemnity

You are responsible for maintaining the confidentiality ofyour User ID, password and account, and for all activities that occur under your account. You indemnify and agree to defend and hold us, and our subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from anyclaim or demand,including reasonable attomeys'fees, made by any third party with respect to or arising out of User Content that you submit, post to or transmit through the SmoothieKing Intranet, your use of the SmoothieKing Intranet, your violation of these Terms of Use, or your violation of any rights of another. You agree not to settle any such claim or incur any liability or admission ofguilt on our behalf without our written consent. Wereserve tbe right, at our expense, to assume the defense and control of any matter subject to indemnification by you.

Sections Use and Storage

We may establish general practices and limits concerning use ofthe Smoothie King Intranet, including the maximum number ofdays that messages, message board postings or other uploaded User Content will be retained on or by the Smoothie King Intranet. We disclaim any responsibility or liability for the deletion or failure to store any messages and other communications or other User Content maintained or transmitted by the Smoothie King Intranet. We have the right to change these general practices and limits at any time, in our sole discretion, witb or without notice.

The Smoothie King Intranet and the information contained or referred to herein does not constituteanofferorasolicitationofany offer for thepurchase or sale of any securities or franchises. The Smootbie King Intranet may King. White information prepared by ns washed wediselaim any dnty orobhgation to update sneh intbrmationor to verity the aeenraey of information preparedby others. Any statements on theSmoothieKingintranet that are not historical faets,ineinding bat not hmited to plans, projections, objectives, goal^^ events or performance and underlying assumptions, are forward-looking statements as provided in tbe rules and regulationsof the Securities Act ofl933,Securities Exchange Act ofl934, and thefrivateSecurities Litigation Reform Act ofl995. Such statements are intended to tit within the ^sateharbor'forforward-lookingintormation and is subject to material risk factors which may or may not be disclosed herein. Statements or phrases that use such words as "believes," "anticipates""plans,""may,""hopes,""can," "will,""expects,""estimates,""predicts," "is designedto,""with the intent,""potential,"and similar expressions commonly indicate f^ looking statements, but in their absence do not mean thatastatement is not forwardlooking. Any forward-looking statements contained herein involve risks anduncertainties,including but not limited to, general economic and currency conditions, various conditions specific to the Company's business and industry, market demand, competitive factors, supply constraints, technology factors, government and regulatory actions, our accounting policies, future trends, and other risks which are detailed in our Securities and Exchange Commission filings.

Sections Modifications to the Smootbie King Intranet

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Smoothie King lntranet(or any of its features),with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance ofthe Smoothie King Intranet.

Section!^ Termination

We may suspend your password, your user account or other use ofthe Smootbie King Intranet, andremoveanddiscardany ofyour UserContent ifyou violatetheseTermsof Use. Any violation or breach of theseTerms of Use by you or your employees will be deemedabreach of your franchise Agreement. Ifyou repeatedly breach theseTerms ofUse, we may terminate your password, user accountor other use of theSmoothieKinglntranet and thereafter supply you paper copies of bulletins and other materials that we may provide you in connection with your franchise Agreement. We will terminateyour password, user account andother useofthe SmoothieKing Intranet when you are no longeraSmoothie King franchisee. Weshallnotbe liable to you or any third-party for any termination or suspension ofyour access to the Smoothie King Intranet.

Sections: Lin^s and Advertising

TheSmoothieKinglntranetmay provide, or third parties (i.e., other franchisees or vendors)may provide, prior approved links to other World Wide Web sites or resources. We are not responsiblefor the availabilityofsuchexternalsites or resources, and we neither endorse nor assume any responsibility for any content, advertising, products, or other materials on or available from such sites or resources. Use of such third party websites is at your own risk. Smoothie King franchises, Inc.has no control over tbe content or policies ofsuch third party websites We will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused byorinconnectionwithuseofor reliance on any such content, goods or services available on or through any such website or resource. Your busmen doings with, or p^ the Smoothie King Intranet iucl^ other terms^eonditions, warranties or representations associated with sue^ hetween yoa and the advertiser. Weshaii not he responsible or hahie tor any loss or damage of any kind yon incur as the result of any saeh dealings or as the result of the presence of such advertisers on the Smoothie King Intranet.

We may place legal notices, disclaimers, our corporate logosand slogans, advertisements, endorsements, trademarks, and other identifying m^ of which we may modity,expand or eliminate at our option. Allconsideration(monetaryand non-monetary) received hy us on account of the placement or sale of advertisements, endorsements and sponsorships on the Smoothie King Intranet will belong only to us.

Sections Intellectual Property Rights

Wegrantyouapersonal, non-transferable and nonexclusive right and license to use the object code of theSoftware(definedbelow)onyour computers. You promise not to copy,modify, createaderivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, or to sell,assign, sublicense, grantasecurity interest in or otherwise transfer any right in the Software, either directly or through your employees or independent contractors. You agree not tomodifytheSoftware inany manner or form,ortousemodified versions of tbe Software foranypurpose,including(withoutlimitation)that of obtaining unauthorized access to the Smoothie King Intranet. You agree not to access the Smoothie King Intranet by any means other than the interface that we provide for use in accessing the Smoothie King Intranet.

Smootbie KingPrancbises, Inc. isthe primary licensee of^ and will retainallright, titleand interest in and to the Software and all Owner Content(as defined below) prepared for,or used on, the Smoothie King Intranet, and all intellectual property rights in or to any of them.

"Owner Content" means all text, images, sounds, ftles, videos, designs, animations, layouts, color schemes, trade dress, concepts, methods, techniques, processes and data used in connection with, displayed on, or collected from or through the Smoothie King Intranet that we post or provide.

"Software" means computer programs and computer code (e.g.,HPML, Java) used for,witb or on the Smootbie King Intranet, excluding any software programs owned by third parties.

Except as provided for herein,nothingontheSmoothieKing Intranet shallbe construed as conferring any license under any intellectual property right, including any right in the nature of trademark or copyright, ofSmoothie King franchises, Inc. orany third party, whether by estoppel, implication or otherwise. All brands and names are the property of their respective owners.

Section 1^: Disclaimer ofWarranties

YOU PXPRESSLYUNOERSTANO AND AOREE THAT:

1 YOUR USEOPTHESMOOTHIEKINOINTRANET1SATYOURSOEE RISK THE SMOOTHIEKING INTRANET IS PROVIDED ON AN "ASIS"AN0"ASAVA1EABEE" BASIS WEEXPRESSEYDISOEAIMAEEWARRANTIESOPANYKlND,WHETHER EXPRESS OR IMPLIED, INOEUDINO, BUT NOT LIMITED TO, THE IMPLIED WARRAN^ESOFMERCHAN^^ NONANF^NGEMENT

2 WE MAKE NOWARRANTYTHAT^THE SMOOTHS KING INT^ BE UNINTERRUPTED TIMEE^SEGURE, OR ERRGREREE,^^ MAYBE OBTAINED PRGM THE USE GP THE SMOOTHIE KING INTRANET WIEL EE AGGURATE OR REEIABEE,^THE DUALITY OE ANY PRODUCTS, SERVICES. INFORMATION, OR OTHER MATERIAL YOU PURCHASE OR OBTAIN THROUGH THE SMOOTHIEKING1NTRANET WIEEMEETYOUREXPECTATIONS,AND^ANY ERRORS IN THE SOFTWARE WILE BE CORRECTED

Sectmnl^ Eim^ionofE^b^ty

YOU EXPRESSEYUNDERSTANDANDAGREETHAT NEITHER SMOOTHIEKING FRANCHISES, INC NOR ITS EMPFOYEES, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS,VENDORS OR LICENSORS SHALL BE LIABLE FOR ANY DIRECT INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULFINGFROM:^YOUR USE OF OR INABILITY TO USE THE SMOOTHIE KING INTRANET^II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SMOOTHIE KING INTRANET: (iii) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA OR OTHER USER CONTENTS (iv) STATEMENTS OR CONDUCT OF ANY THIRDPARTY ON THE SMOOTHIEKING INTRANET^OR(v) ANY OTHERMATTERRELATINGTOTHESMOOTHIE KING INTRANET

Section IS: Notices

Notices to you or us may be made by any man^ 1^ addition, tbe Smootbie Kmg INTRANET may also Use or otber matters by displaying notices or links to notices to you generally on tbe Smootbie King Intranet

Sections: General

TbeseTermsot Use constitute tbe entire agreement between you and us relating to your use of tbe Smootbie King Intranet and govern your use oftbe Smootbie King Intranet. You also may be subject to additional terms and conditions tbat may apply wben you use affiliate services, tbird party content or tbird-party software. TbeseTermsofUse and tbe relationship between you and us shall be governed by tbe laws oftbe State ofLouisiana without regard to its conftict of law^ provisions. You and we agree to submit to the personal and exclusivejurisdiction ofthe courts located within the parish of Jefferson. Regardless of any statute or law to the eontrary,any claim or cause ofaction arising out ofor related to use ofthe Smoothie King Intranet or these Terms of Use must be tiled within one yearafter such claim of action arose or be tbrever barred.

Any unauthorized access, modification or change ofany information, or any interterence with the availability ofor access to the Smoothie King Intranet is strictly prohibited. We reserve ail legal rights and remedies av^ab^^ waiver efany other rights we may have.

Oar taiiare to exereise or entbree any right or provision of theseTerms ofUseshaii not e^^ awaiver of saeh right or provision, ifany provision of theseTerms ofUse is tbandhyaeoart of eompetentjnrisdietion to he invalid, the parties nevertheless agree that the eoartshonid endeavor to give efteet to the parties' intentions as refieeted in the provision, and the other provisions of these Terms ofUse remain in fail toree and effect The Section titles in these Terms ofUse are for convenience only and have no legal or eontraetaal effect.

Sections Violations

Please report any violations oftheseTermsofUse to the system administrator.

Sections Contact information

Katherine Meariman, System Administrator Smoothie KingPranchises, Inc. 121 Park Place Covington 3900NCansewav8lvd^Saitet300 Metairie, LA ^^70002 Phone Nnmher^^^^73 Facsimile Number: ^85) 6^^7 katherinemkatherine.meariman^smoothieking.com

Date:

Print Name:

Stored EXHIBIT P

FORM RELEASE OF CLAIMS RELEASE OF CLAIMS

THIS IS A CURRENT RELEASE FORM THAT GENERALLY WILL BE USED WITH OR INCORPORATED INTO A SEPARATE AGREEMENT. THIS FORM IS SUBJECT TO CHANGE OVER TIME.

For and in consideration of the Agreements and covenants described below, Smoothie King Franchises, Inc. ("Smoothie King") and ("franchisee") enter into this Release of Claims ("Agreement"). RECITALS

A. Smoothie King and Franchisee entered into a Smoothie King Franchise Agreement dated

B. [NOTE: Describe the circumstances relating to the release ]

AGREEMENTS

1. Consideration. [NOTE: Describe the consideration paid.]

2-3. [NOTE: Detail other terms and conditions of the release.]

4. Release. Franchisee hereby releases Smoothie King, its officers, directors, shareholders, and agents, and their respective successors, assigns, heirs, and personal representatives, from all debts, representations, agreements, liabilities, actions, and causes of action of every kind and nature arising out of or relating to the franchise Agreement between Smoothie King and franchisee, the offer and sale of that franchise and the franchise relationship between the parties.

5. General. No amendment to this Agreement or waiver of the rights or obligations of either party shall be effective unless in writing signed by the parties. This Agreement is governed by the laws of the State of without regard to conflicts of laws principles. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. This Agreement contains the entire agreement and understanding of the parties concerning the subject matter of this Agreement. [NOTE: Detail other miscellaneous provisions.]

FRANCHISEE: SMOOTHIE KING f RANCHISES, INC.

By: By: Its: Its: Date: Date:

SmoothieKing 2014-2015 P-l EXHIBIT Q

NEW FRANCHISEE INCENTIVE PROGRAM ADDENDUM UnhNo SMOOTHS KING FRANGHÊ AGREEMENT ADDENDUM NEWFRANGÊESMGGTÊKING DEVEEGPMENT AGREEMENT ADDENDUM

DEVEEGPERINGENTIVE PROGRAM

ThisP^cbioeA^DônmÂômÂddendumÂ^ ^ cf ^ day of , 20 betw^ Smoothie King PranehiseînâEoaisiaaaeor^ Govmôn3900NGaaseway8^Saite t^Metairie,Eoaisiana^ "Praaehisoâad (hereiaafter iadividaaiiy aad eoiieetively referred to as "PraaehiêDevetope^

^ REGPPAES

A. Goatemooraneoas^ with the exeeatioa ofthis Addendum, Praaehisor and Devetooer are entering into a Smoothie King® Deveiopmeat Agreement (hereinafter "Development Agreement") hvwhiehPranehisor is ^rantin^ Developer deveiopment rights to deveiop Smoothie Kin^ftanehised businesses (hereinafter, eaeha^Unit"or"franehised easiness") under the SmoothieKin^Svstemand Proprietary Marks,

B. Pranehisor is ofterin^ an ineentive program (the "tneentive Programs consisting of reduced operating fees for up to two years and free hiender equipment to Deveiopers that meet Pranehisor's^uahfieations and who desire to deveioo and eommenee operating at teast three (3) SmoothieKing® franchised Businesses withinatwentvfour (24) month time period.

G.Deveioper meets Pranchisor^squahftcations, has agreed toaScheduie that adheres to the terms ofthe incentive Pro^mm, and desires to oarticinate in the incentive Program on the terms and conditions in the Development Agreement and thisAddendum.

in consideration of the promises and mutual covenants set forth herein and other ^ood and vaiuahle consideration, receipt of which is hereby acknowledged, the parties a^ree as follows:

1 Modification of ArticleKGRANT Of DEVEEGPMENTRlGflTS)ofthe Development Agreement:

Section f3 of the Development Agreement is amended to provide that for tbe first three (3) Units fbrwhichDevelopersi^nsafranchisea^reement under tbe Development Agreement, the form offranchise agreement for each Unit shall be the standard form of franchise agreement then bein^ offered by franchisor in the jurisdiction where the Unit is proposed to be located, except tbat Developer and franchisor will execute an Addendum to franchise Agreement in the fbrmattachedtothis Addendum as ExhibitAthatprovidesforreducedoperatin^ fees (as such term is defined in the franchise agreement) as follows: (a) during the ftrst year beginning on th^ first day the Unit is open for business. Developer shall pay franchisor operating fees of three percent(^)ofmonthly Gross Sales(asdefined inthe franchise a^reement)^ (b) during the second year the Unit is open for business. Developer shall pay franchisor operating fees of four andone-halfpercent(4,^)ofmonthlyGrossSales^ and durin^tbe third vearthe Unit is open for

Smooth ^^20^015 busing and êaft^Devô^ sixpê^^ôf mon^y Gross Sales Dônâcknow^dânda^^^^^dacedop^^^ fraaehise agreements w^ be provided to Develoner with the eoad^^^ tbe terms of tbe Ineentive Program wbieb reaaires tbat Deveionerdeveiopandeommenee operating at least tbree^Smootbie King® Franebised Businesses witbin montb time period trom tbe date of tbis Addendum ifDeveiopertaiistomeettbeSebedaiefbr anvoftbe tirsttbree (Ûnitsorotberwisebreaebes tbeDeveiooment A^reementoranv tranebise agreement witb Franebisor, tbe operating fees sbaiiimmediateiv revert to six percent (6^) of montbiv Gross Sates for eaebfranebise agreement signed bvDeveioper and Franebisor under tbe incentive Program. Noreduetionoftbeoperatin^feessbaitappiy tbranvUnits deveiooedundertbe Devetopment Agreement aftertbetirsttbreeÛnits are developed.

2. Free Blender Eauipment. For tbe tirstÛnits tor wbieb Developer si^nsatranebise a^reementundertbeDevelonerA^reement, Franchisor will provide five^"Tbe Quiet Gne" Vitamix Blenders (tbe "Blenders^ to Developer free ofcbarê prior to tbe date tbe Unit is o^^ tor business Developer acknowledges and agrees tbat tbe tree Blenders will be provided to Developer witb tbe condition tbat tbe Developer meets tbe terms oftbe Incentive Fro^ram wbicb reauires tbat Developer develop and commence operating at least tbree^SmootbieKing® Franchised Businesses witbin a twentv-tbur (2^1 month time period trom tbedate of tbis Addendum If Developer tails to meet tbe Schedule for any of the tirstthreeÛnits or otberwisebreachestbeDevelopment Agreement or any tranchise agreement with Franchisor, Franchisor shall have no obligations to provide additional tree Blenders to Developer, however. Franchisor willallowtheDevelopertoretain any freeBlenders tbat Developer has already received from Franchisor.

^ Modification of ArticleXVtl(F^ Development Agreement:

The ft^owm^ is added as the ^ subsecfion to Secfton of Article XVH ofthe Development Agreement:

17.3 This Addendum shall he considered ineoroorated in and a part of the Development A^eemenf Except as otherwise exolicitlv modified herein, each nrovision ofthe Development Agreement shall remain in tall force and etfect. This Addendum shall not constitute a waiver of any of franchisors rights or remedies under the Development Agreement or other agreements withfranchisor,

4. CapitalizedTerms.

All capitalized terms not defined in this Addendum will have the meaning as described in the Development Agreement.

IN WITNESS WHEREDf,thepartieshaveexecutedthisAddendumasofthe Effective Date DEVELOPER:

Title: nm=

FRANCHISOR:

Smoothie King Franchises, Inc.

_B£

Title: ExhibftA to Smoothie Ki^Pevdoo^ntA^ement Addendum

Unit No SMOOTHtEKtNG FRANCHtSEAG^MFNT ADDENDUM tNCENTtVEPRDGRAM

ThisEranebiseAgreementAddendumÂddendumîsenteredmtoasof^^^ day ^ ^0 between, Smoothie KmÊranehiÎneâUomsiana eornoratio^ whose prineipatptaee of Uouisiana 700^ (hereinafter "franehisorând (hereinafter mdividnatly and eotteetivety referred to as "franehisee"^^

RECtTAUS

A. Contemporaneousiy with the execution ofthis Addendum,franchisor and franchisee are entering intoaSmoothieKing^franchise Agreement (hereinafter "franchise Agreements hy whichfranchisor is granting fmnchiseeaftanchise to operateaSmoothieKing^franchised husiness(hereinafter"Unit"or"franchisedBusiness^underthe Smoothie King® System and Proprietary Marks.

B. fmnchisor is offering an incentive progmm (the "incentive Programs to new and existingfmnchiseesthatmeetPranchisor'squaiiftcations and who desire to d^ Kin^® franchised husiness.franchisor and franchisee are parties to a Smoothie Kin^® Deveiopment Agreement (hereinafter "Devetonment Agreement") hv which franchisor has granted Deveiooer deveiopment rights to deveioo and commence operating Units according toa Scheduie

C. franchisee meetsfranchisor^squatitications and desires to participate in the incentive Program on the terms and conditions in the franchise Agreement and this Addendum.^ franchisor andfranchisee have signed an Addendum to the Deveiopment Agreement which provides an incentive program (the"incentiveProgram^ to franchisee tor the ftrst three (^^^ franchise agreements signed hv franchisee consisting of reduced operating tees for up to two years and ftee blender eauipment in exchange for franchisee's commitment toaSchedule (as definedinthe Development Agreement) that reauiresfranchisee to develop andcommence operating each ofthe ftrstthree (3) Units withinatwenty-tbur (24) month time period.

D. The Unit represented by the franchise Agreement is subject to the Incentive Program.

P. franchiseeandfranchisorwishtoamendthefranchise Agreement toreftect the terms ofthe Incentive Program.

In consideration ofthe promises and mutual covenants set tbrth herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

I Modification of ArticlellKfEESANDPAYMENTS^ofthe franchise Agreement: Section 3.4-5 of the Franchise Agreement is deletedamended to delete the first sentence and replace the sentence in its entirety and replaced with the following sentences:

Upon execution of this Agreement, During the term of this Agreement and subject to the following. Franchisee shall pay to Franchisor an operating fee equal to six percent (6%) of the monthly "Gross Sales" of the Franchised Business (see Section 3.8 for definition of "Gross Sales"! provided, however, that so long as Franchisee is in compliance with the terms ofthe Incentive Program under the Developer Incentive Program Addendum to the Development Agreement Franchisee shall pay a reduced operating fee to Franchisor during the first year the Franchised Business is open for business equal to three percent (3%) of monthly Gross Sales and a reduced operating fee to Franchisor equal to four and one-half percent (4.5%) of monthly Gross Sales during the second year the Franchised Business is open for business. If Franchisee fails to meet the Schedule for the three (3) Units to be developed under the Incentive Program, or if Franchisee otherwise breaches the Development Agreement. Incentive Program Addendum to the Development Agreement, the Franchise Agreement or any other franchise agreement between Franchisee and Franchisor, the reduction in the operating fee will immediately terminate and the operating fee will revert to six percent (6%) of monthly Gross Sales.

2. Free Blenders. Because the Franchise Agreement is subject to the Incentive Program. Franchisor will provide five (5) "The Quiet One" Vitamix Blenders to franchisee free of charge prior to the date the franchised Business is open for business.

3Franchioeo shall pay to Franchisor an initial franchise fee of Dollars ($ -4?

2. Modification of Article XXIII (ENTIRE AGREEMENT: MODIFICATIONS^ of the Franchise Agreement:

The following is added as the last subsection to Section of Article XXIII ofthe Franchise Agreement:

23.3 This Addendum shall be considered incorporated in and a part of the Franchise Agreement. Except as otherwise explicitly modified herein, each provision of the Franchise Agreement shall remain in full force and effect. Fhis Addendum shall not constitute a waiver of any of Franchisor's rights or remedies under the Franchise Agreement or other agreements with Franchisor.

34. Capitalized Terms.

All capitalized terms not defined in this Addendum will have the meaning as described in the Franchise Agreement.

IN WITNESS WHEREOF, the parties have executed this Addendum as ofthe Effective Date. FRANCHISEE:

By:

Title:

Date:

By:

Title:.

Date: FRANCHISOR:

Smoothie King Franchises, Inc.

By:

Title: EXHIBIT R

RECEIPTS Receipt

This disclosure document summarizes certain provisions ofthe franchise agreement and other information in plain language. Read this disclosure document and all agreements carefully.

IfSmoothie King Franchises, Inc.("Smoothies document to you 14calendar days hefore you signahinding agreement with, or makeapayment to. Smoothie King or our atFiliateinconnection with the proposed franchise sale. lowa,NewYorkand Rhode Island require that Smoothie King gives you this disclosure document at the earlier of the first personal meeting or 10husinessdays(orl4calendar days in Iowa) hefore the execution of the franchise or other agreement or the payment of anyconsideration that relates to t^^ franchise relationship. Michigan requires that Smoothie King gives you this disclosure document at least lOhusiness days helore the execution of any hinding franchise or other agreement or the payment of any consideration,whichever occurs tirst.

IfSmoothie King does not deliver this disclosure document on time or ifitcontainsatalse or misleading statement, o material omission,aviolation of federal law and state law may have occurred and should he reported to the FederalTr^^ Commission,Washington,P.O.20580 and those state administrators listed on FxhihitF.

The franchisor is Smoothie King Franchises.lnc.located at 1^1 Park Flace.Covington3900N.CausewavBlvd.. Suite 1300. Metairie. FA ^04^70002 Its telephone numheris^85) 635-6973

Issuance Date: April ^^30. 2014

The franchise sellers involved in offering and selling the franchise to you are listed helow(with address and numher), or will he provided to you separately hefore you sign a tranchise agreement:

Smoothie King authorizes the respective state agencies identified on FxhihitFto receive service of process tor u^ particular state. lhavereceivedadisclosure document dated April ^^30. 2014. that included the following Fxhi^^^

A^ ListofSmoothie King Franchisees B. FistofFormerFranchisees C. Audited Financial Statements D ûaranteeofSmoothieKingFranchises,lnc E AêaDevelopmentA^reement F FnmchiseA^reement C Smoothie King Franchise Purchase Affidavit Fl. GuarantvAgreement 1. Contingent Assignment ofFease ^ Smoothie lîngManuals-Tahleof Contents K State Faw Addendnm F State Agencies/AgentsforServiceofFrocess M. Automatic Bank Drafi N. Franchise Agreement Addendum^Non-TraditionalFocation C. SmoothnetTermsofFlseAgreement F FormReleaseofClaims A. Fiot ofSmoothie Kingfranohioeeo ^4—Cuaranty Agreement ^—Fiotofformerfranohioe^ ^—Contingent AooignmontofFoaoc ^—Audited Financial Statemonto ^ Smoothie King Manualo TahlcofContonto ^—Cuarantce ofSmoothie King Franchiooo, Inc. K. State Faw Addendum ^—AroaDc^lopm^nt Agreement ^—StatoAgcncieo/AgontoforSeîccofFroôo ^—Fmnohioe Agreement M. AutomatioBankDrafi ^—Smoothie King FranehiocFurohaoo Affidavit Smoo^^20^^5 Rl —Franchiao Agreement Addendum—Non Traditional P. Form Rcloaoc of Claimo Location Q. Now Fmnchiooo Incentive Program Addendum Q. Smoothnet Tcrmo of Uoo Agroomcnt R. Receipt

Date: (Do not leave blank) Signature of Prospective Franchisee

Print Name

Copy for Franchisee

Smoothie King 2014-2015 R-2 Receipt

Thisdisc^ure document su^^ language. Read this disclosure document and aft agreements carefully. IfSmoothie King franchises. Inc.("^^ documentto you 14calendar days hetore you signahindm^ affiliate in connection with the proposed franchise sale. Iowa, NewYorkand Rhode Island requirethat Smoothie King gives you this disclosure document at the earlier ofthe first personal meeting or 10husinessdays(orl4calendar da Iowa) hefore the execution of the franchise or other agreement or the payment of anyconsideration that relatestothe tranchise relationship. Michigan requires that SmoothieKing gives you this disclosure document atleast 10 business days hetore the execution of any binding franchise or other agreement or the payment of any consideration.whichever occurs first. IfSmoothie King does not deliver this disclosure document on time or if it containsatalse or misleading stateme materialomission,aviolationoffederal law and state law may have occurred and should be reported to the federals Commission,Washington,P.C.20580 and those state administrators listed on fxhibft The franchisor is Smoothie King franchises, Inc.located atl21 Park Place, Covington3900N. Causeway Blvd., Suite 1300,Metairie. fA ^04^7000^ Its telephone numberis^85^35^73 Issuance Date: April ^^30. 2014 The franchise sellers involved in offering and selling thefranchise to you are listed below (with address an number), or will be provided to you separately betbre you sign a franchise agreement:

Smoothie King authorizes the respective state agencies identified on fxhibitf to receive service of process for asm particular state. Ihavereceivedadisclosure document dated April ^^30. 2014, that included the following Pxhibi^

Smooth Kmg 20^015 R2 A. List of Smoothie King Franchisees B. List of Former Franchisees C. Audited Financial Statements D. Guarantee of Smoothie King Franchises, Inc. E. Area Development Agreement F. Franchise Agreement G. Smoothie King Franchise Purchase Affidavit H. Guaranty Agreement I. Contingent Assignment of Lease J. Smoothie King Manuals-Table of Contents K. State Law Addendum L. State Agencies/Agents for Service of Process M. Automatic Bank Draft N. Franchise Agreement Addendum - Non-Traditional Location O. Smoothnet Terms of Use Agreement P. Form Release of Claims As—Liot ofSmoothie King Franchioeco K. State Law Addendum &—Liot of Formor Franchioeco L. State Agonoioo/Agonto for Sorvieo of Prooooo G,—Audited Financial Statomonto M. Automatio Bank Draft D. Guarantee ofSmoothie King Franchicco, Inc. N, Franchioo Agreement Addendum—Non Traditional &—Area Dovclopmont Agreement Location —Franchiac Agreement Q—Smoothnet Tcrmo of Uoo Agreement G. Smoothie King Franchioo Purchaoo Affidavit ft—Form Rclcaoo of Claimo 44,—Guarantor Agroomcnt Q. New Franchisoo Incentive Program Addendum I. Contingent Aooignmont of Lcaoo R. Receipt ^ Smoothie King Manualo Table of Contonto

Date: (Do not leave blank) Signature of Prospective Franchisee

Print Name

Copy for Smoothie King Franchises, Inc.

Please sign and date both copies ofthis receipt, keep one copy (the previous page) for your records, and mail one copy (this page) to the address listed on the front page of this disclosure document or send to Stove ShioldoMichael Bruno by email to stevesmichael.brunofg.smoothieking.com or by fax to (985) 635-6987.

SmoothieKing 2014-2015 R-l