Franchise Disclosure Document

FRANCHISE DISCLOSURE DOCUMENT
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Drybar Franchising LLC

A Peiavvare Limited Liability company
rÔT*" Business Oversignt

Dar
HOV 25
Y/HD
R EC& I V
San Francisco
49 Discovery, Smte lso

lrv,e,CA9261S
(323)275-1221
vmw thedrvbar com
sean bock@thediybar com
You will operate an upscale shop offenng hairstyling services in a spa-like setting and at off-site locations
under the trade name and service mark DRYBAR
The total investment necessary to begin operation of a Drybar Shop franchise ranges from $442,458 to
$1,038,127 This includes $50,500 to $71,500 that must be paid to the franchisor or affiliate
This disclosure document summarizes certain provisions of your franchise agreement, and other information m
plam 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 m different formats, contact Sean Bock at 49 Discovery, Suite 150,
Irvine, CA 92618, (602) 505-4325
The terms of your contract will govern your franchise relationship Don't rely on the Franchise Disclosure
Document alone to understand your contract Read your entire contract carefully Show your contract and this
Franchise 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 Federal Trade Commission
You can contact the FTC at 1-877-FTC-HELP or by wnting to the FTC at 600 Pennsylvania Avenue, NW,
Washington, D C 20580 You can also visit the FTC's home page at wwwftc gov for additional information
Call you 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
Issued on November 14, 2014
DRYBAR FRANCHISING LLC

Franchise Disclosure Document | 2014
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 FRANCFUSE 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 B for information about the franchisor, or about
fi^chising 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 REQUIRES YOU TO RESOLVE DISPUTE WITH US BY

LITIGATION ONLY IN CALIFORJJIA OUT-OF-STATE LITIGATION MAY FORCE YOU TO
ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES IT MAY ALSO COST YOU
MORE TO LITIGATE WITH US IN CALIFORNIA THAN IN YOUR OWN STATE
THE FRANCHISE AGREEMENT STATES THAT CALIFORNIA 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
THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE
Effective Date See State Effective Dates Page

Franchise Disclosure Document |2014
STATE EFFECTIVE DATES

The following states require that the Franchise Disclosure Document be registered or filed with the state or be
exempt from registration California, Hawaii, Illinois, Indiana, Maiyland, Michigan, Minnesota, New York,
North Dakota, Rhode Island, South Dakota, Virginia, Washington and Wisconsin
This Franchise Disclosure Document is registered, on file, or exempt from registration m the following states
havmg franchise registration and disclosure laws, with the followmg effective dates
State
California
Michigan
Minnesota
New York
Rhode Island
Virginia
Washington

Effective Date
TABLE OF CONTENTS
ITEM
ITEM I
ITEM 2
ITEM 3
ITEM 4
ITEM 5
ITEM 6
ITEM 7
ITEM 8
ITEM 9
ITEM 10
ITEM 11
ITEM 12
ITEM 13
ITEM 14
ITEM 15
ITEM 16
ITEM 17
ITEM 18
ITEM 19
ITEM 20
ITEM 21
ITEM 22
ITEM 23
PAGE
THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES
BUSINESS EXPERIENCE
LITIGATION
BANKRUPTCY
INITIAL FEES
OTHER FEES
ESTIMATED INITIAL INVESTMENT
RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES
FRANCHISEE'S OBLIGATIONS
FINANCING
FRANCFBSOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND
TRAINING
TERRITORY
TRADEMARKS
PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION
OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE
FRANCHISED BUSINESS
RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL
RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION
PUBLIC FIGURES
FINANCIAL PERFORMANCE REPRESENTATIONS
OUTLETS AND FRANCHISEE INFORMATION
FINANCIAL STATEMENTS
CONTRACTS
RECEIPT
STATE SPECIFIC ADDENDA

Table of Contents of Manuals
EXHIBIT A
List of State Administrators
EXHIBIT B
List of Agents for Service of Process
EXHIBIT C
Franchise Agreement
EXHIBIT D
Attachment A
Glossary of Additional Terms
Attachment B
The Franchised Location and the Protected Area
Entity Information
Attachment C
Attachment D-I Limited Personal Guaranty and Undertaking
Attachment D-2 Confidentiality and Non-competition Agreement
ACH Authorization
Attachment E
Attachment F
Lease Addendum
Attachment G Telephone Assignment Agreement
Franchisee Questionnaire
Attachment H
EXHIBIT E
Financial Statements
EXHIBIT F
General Release
List of Franchisees
EXHIBIT G
Receipt
EXHIBIT H
Franchise Disclosure Document 12014
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ID
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ITEMl
THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES
To simplify the language in this disclosure document, the term "we" means Drybar Franchising LLC, the
franchisor The term "you" means the person buying the franchise, the franchisee If the franchise is a
corporation, partnership, limited liability company, or other business entity, the term "you" does not include
the entity's owners unless otherwise stated
The Franchisor and any Parents. Predecessors and Affiliates
We are a Delaware limited liability company, formed on April 29, 2010, and do business only under our
corporate name Our principal business address is 49 Discoveiy, Suite 150, Irvine, CA 92618 Our agents for
service of process are identified in Exhibit C We have no predecessor
We are managed by our manager, Drybar Holdings LLC ("Drybar Holdings"), whom we consider our parent
company Drybar Holdings is a Delaware lumted liability company that also maintains its principal business
address at 49 Discovery, Suite 150, Irvine, CA 92618
Drybar Products LLC ("Drybar Products") is our affiliate organized for the purposes of research and
development, product development, marketing and distnbution of our proprietary and/or logoed hair products
and styling tools You will be required to purchase certain proprietary and/or logoed hair products and styling
tools from Diybar Products and use those items in your Shop (defined below) Drybar Products is a Delaware
limited liability company and wholly-owned subsidiary of Drybar Holdings that also mamtains its principal
business address at 49 Discovery, Suite 150, Irvine, CA 92618
We grant franchises for the operation of an upscale shop ("Shop") that offers blow-dry hairstyling services
provided in an inviting setting and at off-site locations We are not a fiill-service hair salon, we do not offer
haircuts or coloring We call this the "Franchised Business "
We have never directly operated a business of the type being franchised, but our manager Diybar Holdings
operates Diybar Shops and serves as a management company to other company affiliated subsidiaries that
operate Drybar Shops ("Operating Subsidiaries") The services rendered by the management company to the
Operating Subsidiaries include accountmg services and general operational support Each of the Operating
Subsidianes shares our principal business address and none have ever offered franchises in any other line of
business As of December 31,2013, Drybar Holdings and the Operating Subsidianes were responsible for the
operation of 28 Drybar Shops m California, Distnct of Columbia, Illinois, Maryland, Massachusetts, New York
and Texas
The Franchise Offered
The DRYBAR concept traces its roots to 2008, when founder Allison Webb began providing in-home hair
styling services, on a strictly referral basis, in the West Los Angeles area The concept quickly gamed
popularity In February 2010, the first Drybar Shop opened in Brentwood, California, with the vision of
creating an mvitmg, relaxing, and fun environment where women can pamper themselves and get a fantastic,
reasonably priced blow-dry style in about 45 minutes
You will operate the Franchised Business according to the terms and conditions of our franchise agreement
(see Exhibit A) and our standards, specification, policies and procedures (collectively, our"Standards") which
will be communicated to you in our confidential operations manual and other written directives (collectively,
our "Manuals") As a franchisee, you will have the right to use our proprietary business format and system
(our "System") and to do business under our trademarks and service marks (our "Marks")
Our System includes a strong brand image, education and training programs, blow-dry hair styling procedures,
customer service standards and procedures, membership programs, gift certificate programs, advertising and
marketing specifications and requirements, and other Standards that we designate for developing, operating.
Page 1
and managing a DRYBAR Franchised Business, all of which we may change, improve, and further develop
A typical Shop will be located in an upper-middle class (or higher) retail center, will house 8 to 14 chairs, and
have 1,100 to 2,000 square feet
Market and Competition
While the hair care business generally is well developed and highly competitive, we believe that the Franchised
Business occupies an underserved niche market of women who want to experience high-end blow-dry hair
styling services (without color or cutting services) in a spa-like environment for a reasonable pnce The Shop
will compete with high end salons that offer hair styling services at higher pnce points, and budget salons that
offer hair styling services at lower price points, in a less inviting environment The Shop will also compete
with a number of new retail competitors who have launched similar high-end blow-dry hair stylmg busmesses
in over the past four years
Industrv Specific Regulations
Shop stylists must be licensed in the state m which the Shop operates You also must comply with all
municipal, county, and state regulations relating to the operation of a hair salon and spas Health and sanitation
regulations require that your stylists maintain then* hau" care equipment according to specified standards, which
includes following proper sanitizing and waste disposal procedures Environmental laws may regulate the way
in which certain solutions are used, stored, and disposed of in the process of providing services to your
customers Building codes may requu-e special ventilation in your Shop
Your Shop may require zoning or land use approvals, Sunday sale permits, sales and use tax permits, special
tax stamps, fire department permits, health permits, alarm permits, county occupational permits, retail sales
licenses, and wastewater discharge permits There may be other laws, rules, or regulations that affect your
Shop, including ADA, OSHA, and EPA considerations
You must also comply with applicable employment laws, including federal and state discrimmation laws,
minimum wage, and other laws and regulations that apply to businesses generally If your Shop will offer
alcoholic beverages and/or food, you may be required to obtam a liquor or beer and wine license and/or other
licenses and permits related to food service Zoning regulations also may prohibit or restrict your sale or
dissemination of alcoholic beverages We do not offer opinions or assistance with local licensing issues, you
are encouraged to retain local counsel to advise and assist you with these matters
You are responsible for knowing and complying with all laws and licensing requirements related to the
operation of your Shop We strongly recommend that you consult with your own counsel concerning all
applicable licenses, laws, and regulations before you decide to purchase a franchise
ITEM 2
BUSINESS EXPERIENCE
John Heffher - Chief Executive Officer
Mr Heffher has served as our Chief Executive Officer since December 2013 He also serves as Chief
Executive Officer of Drybar Holdings From August 2012 toNovember 2013, Mr Heffher served as President
and General Manager of OPI Inc in North Hollywood, CA From Januaiy 2004 to July 2012, Mr Heffher
served as President/CEO of CND Inc in Vista, CA
Allison Webb - Founder and Chief Creative Officer
Ms Webb is our Founder and Chief Creative Officer She served as our President from April 2010 to August
2011 She also served as President of Drybar Holdings from April 2010 to August 2011 From February 2004
to August 2009, Ms Webb raised her family
Page 2
Michael Landau - Co-Founder and Executive Chairman

Mr Landau has served as our Executive Chairman since December 2013 From our formation m April 2010
to December 2013, Mr Landau served as our Chief Executive Officer Mr Landau also serves as Executive
Chairman of Drybar Holdings From January 2010 to December 2013, Mr Landau served as Chief Executive
officer of Drybar Holdmgs From January 2007 to March 2010, Mr Landau served as Executive Vice
President of Ground Break, LLC m Henderson, Nevada
Denvelle Bruno - President of Retail
Mrs Bruno has served as our President of Retail for Drybar Holdmgs LLC since June 2014 From November
2013 to June 2014, Mrs Bruno served as the Vice President of Retail Strategy and Market Expansion for
Peet's Coffee in Emeryville, CA From August 2012 to November 2013, Mrs Bruno was the Vice President
of Retail Marketing and Operations for Peet's Coffee Between May of 2008 and August 2012, Mrs Bruno
served m the positions of Vice President of Field Operations and Senior Director of Store Operations and
General Manager of Licensed Partners for Peet's Coffee
Sean Bock - Vice President of Franchising
Mr Bock has served as our Vice President of Franchising since September 2014 From November 2009 to
September 2014, Mr Bock served as Vice President of Franchise Development and Real Estate for PRJ
Holdmgs, LLC m Tempe, Arizona He has also concurrently served as a Director of Antigua Enterprises, Inc
located m Peona, Arizona since August 2009 From May 2007 to August 2009, Mr Bock served as Vice
President of International Development for Kahala Corp m Scottsdale, Arizona From April 2005 to May 2007,
he was Associate Counsel for Cold Stone Creamery m Scottsdale, Arizona
Brittany Dnscoll - Director of Marketing
Mrs Dnscoll has served as our Director of Marketing for Drybar Holdmgs LLC since October of 2013 From
August 2011 to October 2013, Mrs Dnscoll served as Brand Director for Mistress m Venice, California From
February 2008 to August of 2011, Mrs Dnscoll served as Management Supervisor for RAPP m El Segundo,
California
Elias Abu Shanab - Director of Retail Development
Mr Abu Shanab has served as our Director of Retail Development for Drybar Holdmgs LLC since July 2014
From July 2007 to July 2014, Mr Abu Shanab served as Sr, Manager of Real Estate for Gap Inc m San
Francisco, CA
Ashlev Duckworth - National Training Manager
Ms Duckworth has served as our National Trammg Manager for Drybar Holdmgs LLC since March 2014
From October 2012 to February 2014, she served as the Trammg Center Manager for Drybar From August
2006 to September 2012, she served as the Education Leader for Paul Mitchell Schools m San Antonio, Texas
ITEM 3
LITIGATION
On October 14,2011, Danyl Pikoos obtained a default judgment against us, an affiliate named Drybar LLC,
and Drybar Holdmgs m Los Angeles County Small Claims Court (Case No LAW 11WO1279) m the amount
of $7,500 plus $255 00 m costs after filing suit for promissory estoppel and negligent misrepresentation related
to our decision not to enter into a franchise agreement with Pikoos after substantive pre-sale negotiations We
never received notice of the hearing which resulted m the default judgment We immediately appealed the
Page 3
judgment, which appeal was heard on February 15,2012 The plaintiff failed to appear for the hearmg, but the
judge still denied the motion to vacate the default judgment As of the date of this document, we are unaware
of any attempts by the plaintiff to enforce this judgment
Other than the one action described above, no litigation is required to be disclosed in this Item
ITEM 4
BANKRUPTCY
No bankruptcy is required to be disclosed in this Item
ITEMS
INITIAL FEES
Initial Franchise Fee
When you sign the Franchise Agreement, you will pay us a $50,000 initial franchise fee The initial franchise
fee IS uniform for all franchisees, and is nonrefundable upon payment
Site Selection Assistance
Before you select a site for your Shop, if you do not use our designated national tenant broker, we will provide
you with certain site selection assistance we deem appropriate and also visit you one or more times to assist you
m finding suitable sites or to evaluate sites that you have identified You must pay us for our site selection
assistance at an hourly rate of $300 and also pay or reimburse us the out-of-pocket expenses that we incur in
providing the site selection assistance, including costs of transportation, lodging, and meals We estimate the
total site assistance payments to us could range from $10,000 to $20,000 per site
Construction Visits
We reserve the right to conduct on-site inspections during the construction of your Shop as we deem
appropriate, and we reserve the right to require you to pay or reimburse us our out-of-pocket expenses that we
incur m conducting such on-site inspections, mcluding costs of transportation, lodgmg, and meals We estimate
that construction visit payments to us could range from $500 to $1,500 per visit
ITEM 6
OTHER FEES
1
Type of Fee'
Royalty Fee
Marketing Allocation
Amount
Due Date
7% of Gross Revenue
Monthly
See Note 2 for the definition of

Gross Revenue
Monthly
We have the right to implement a

Brand Development Fund and to
form local and regional advertising
cooperatives
Up to 3% of Gross
Revenue, we currently
require up to 1 5% of
Gross Revenue be
contnbuted to our Brand
Development Fund, and
the greater of 1 5% of
Gross Revenue or $750 per
month spent on local
advertising
Page 4

Remarks
Type of Fee'
Call Center Program
Amount
Due Date
Remarks
Currently $2,600 per

month, but may fluctuate
with our actual costs
Monthly
We have implemented a phone and

online schedulmg system ("Call
Center Program") which you must
participate m The monthly amount
due to us IS currently 100% passthrough of our related expenses,
divided equally among all Drybar
Shops open and operating
Up to $500 per month
Monthly
May be increased each year based

on mflationaiy increases
Technology Fee
Facility Management
Provider Payments
Up to $60 per month, but

based on our actual costs
We require you to use Facility

Management Provider to assist with
identifying and working with local
service providers for repair and
maintenance expenses at your
Shop We charge you a monthly
fee designed to cover our cost on a
prorata basis Monthly cost will not
exceed $60 per month
Additional Opening
and Ongoing
Assistance
Our then-current fee,

currently $300 per day per
individual providing
assistance, plus
reimbursement of travel,
lodging and dining costs
Before
assistance
We will provide three days of initial

Shop opening assistance to you at
no additional charge If we deem it
necessary to provide additional
opening or ongoing assistance, you
must pay our then-current fee and
expenses, for an additional five
days of trainmg
Additional Training
Reasonable tuition and/or

materials costs
Upon
demand
Your Operating Partner must attend

any additional training we
designate
$2,500 per training session
Upon
demand
We will tram your initial Shop

Educator dunng your initial
training, but if you need to hire a
new Shop Educator you will pay us
a fee to tram the replacement
Reasonable tuition and/or

materials costs
Upon
demand
Each of your hairstylists and other

employees who provide hair care
services must comply with our
continumg education requirements
Replacement Shop
Educator Training
Continuing Education
Requirements
Pages
Amount
Type of Fee'
Due Date
Supplier Approval Fee
Cost of inspection
Upon
demand
Administration Fee for

Transfer of NonControliing Interest
$1,000
Before
transfer
50% of our then-current

initial franchise fee if
transferring to an existing
DRYBAR franchisee,
75% of our then-current
initial franchise fee, if
transferring to a new
franchisee entering the
system
Before
transfer
Transfer Fee for

Transfer of
Controlling Interest
Remarks
You may recommend suppliers to
us, however you must pay our
reasonable costs and expenses
related to the inspection and
evaluations of the proposed
supplier
Relocation Expenses
Reimbursement of our
actual expenses
Upon
demand
If we approved relocation of the

Shop, you must reimburse us for
out-of-pocket costs incurred m
connection with the relocation,
which may include payment of
realtor fees, architect fees, and legal
fees
Manuals Replacement
Fee
$250
Upon
demand
Payable only if you require an

additional set of the Manuals due to
loss or damage
Upon
demand
If an audit discloses an
underpayment of the Royalty Fee
due to us of 2% more, you must pay
us the amount m error plus our
costs and expenses for the audit
Up to $150
Monthly
You must pay the actual cost of

third party quality assurance
inspection and mystery shops
undertaken at your location
A rate of 18% per year or

the highest amount
allowed by law, whichever
IS less
Upon
demand
Payable only if any sums due us are

not paid promptly when due
Audit
Amount disclosed in the

audit, plus our costs to
conduct the audit
Quality Assurance
inspections/Mystery
Shops
Late Charges
Page 6
Franchise Oisclosare Document| 2014
Type of Fee'
Amount
Due Date
Upon
demand
Payable only if any check, draft,

electronic or other payment is
unpaid because of insufficient
funds or otherwise
Our costs and expenses

associated with reviewing
the proposed offer
Before the
offering
No offenng shall imply in any

manner whatsoever that we are
participating in an underwriting,
issuance, or offering of your
securities
Actual fees incurred
Payable as
incurred
You must reimburse us for our

expenses in enforcing or
terminating the Agreements
Amount of loss suffered
Upon
demand
You must reimburse and pay our

attorneys' fees and related costs if
we are held liable for claims from
your operation of the Shop
Amount of insurance
premium plus
administrative fee equal to
20% of insurance premium
Upon
demand
Payable only if you fail to maintain

mmimum insurance coverage
Charge for
Nonpayment Due to
"Insufficient Funds"
$100 plus reimbursement

of our costs and expenses
from your non-payment
Private or Public Offer

of Securities
Costs and Attorneys'

Fees
Indemnification
Insurance
Remarks
Notes
Note 1 All fees are payable to us and are uniformly imposed and non-refundable
Note 2 "Gross Revenue" means the aggregate of (l)d\\ revenue from the sale of products and services, gift certificates
and memberships, whether made for cash, on credit, or otherwise, without reserve or deduction for inability or failure to
collect, that you, in the normal course of your operations would credit or attribute to the operation of a Drybar Shop, (2)
all monies, trade value (includmg the value of goods or services received from a barter exchange) or other things of value
that you receive from Shop operations at, in, or from the Shop premises that are not expressly excluded from Gross
Revenue, and (3) busmess mterruption insurance proceeds Gross Revenue does not include (I) monies received du-ectly
by your stylists in the form of tips or gratuities, (2) the exchange of merchandise between Drybar Shops (if you operate
multiple Shops) if the exchanges are made solely for the convenient operation of your busmess and not for the purpose of
depriving us ofthe benefit of a sale that otherwise would have been made at, in, on or from the Shop premises, (3) returns
to shippers, vendors, or manufacturers, (4) the sale of gift certificates and stored value cards (the redemption value will
be included in Gross Revenue at the time of redemption or on the date that we specify m the Operations Manual or
otherwise m wntmg after the gift certificate or stored value card is purchased), (5) sales of fixtures or fiimiture after
being used in the conduct of the Franchised Business, (6) cash or credit refimds for transactions included within Gross
Revenue (limited, however, to the selling price of merchandise returned by the purchaser and accepted by you), (7) the
amount of any city, county, state or federal sales, luxury or excise tax on such sales that is both (A) added to the sellmg
pnce or absorbed therem and (B) paid to the taxing authority by you Customer refunds may be deducted from Gross
Revenue if the charge was previously included in Gross Revenue
Page?
Franchise Disclosure Document| 2014
ITEM 7
ESTIMATED INITIAL INVESTMENT
YOUR ESTIMATED INITIAL INVESTMENT
Type of Expenditure
Amount
Method of
Payment
When Due
To Whom Payment
IS to be Made
Us
Initial Franchise Fee'
$50,000
Lump sum
When
Franchise
Agreement
is signed
Initial Software License

and Set Up and Services
(3 months)"^
$3,175
Lump sum
As billed
Approved Provider
Call Center Program,

Facility Management
Provider Program and
Technology Fee / Set
Up Fee and Services (3
months)"^
$9,390
Lump Sum
As billed
Approved Provider
Security Deposits'*
$9,750 to $60,000
As arranged
As incurred
I flndlord
Lease Payments (three

months)
$12,375 to $28,875
As arranged
As incurred
Landlord
$200,000 to $600,000
As arranged
As required
Contractors and
third-party
suppliers
Architect, Engineer,
Drawings
$35,000 to $40,000
As arranged
As incurred
Approved
architects
Signage
$8,000 to $14,000
As arranged
As incurred
Approved suppliers
Furniture and Fixtures"
$30,000 to $40,000
As arranged
As incurred
Approved suppliers
$950 to $1,200
As arranged
As incurred
Us and Approved
suppliers
$4,000 to $6,000
Lump sum
As incurred
Approved suppliers
$20,000 to $47,500
As arranged
Before
opening
Approved suppliers
Leasehold
Improvements'
Office Equipment,
Supplies, and VOIP
Telephone Services*
Computer Hardware and
Software'
Equipment'"
Page 8
Franchise Disclosure Document I 2014
Type of Expenditure
Initial Inventory"
Uniforms
Grand Opening
Promotion
Marketing and
Promotional Inventory
Business Licenses,
Permits, etc
Amount
Method of
Payment
When Due
To Whom Payment
IS to be Made
$25,000 to $30,000
As arranged
As incurred
Us and approved
suppliers
$180 to $270
As arranged
As incurred
Approved suppliers
$10,000 to $20,000
Lump sum
As incurred
Approved Suppliers
$4,000 to $6,000
As arranged
As incurred
Approved agency
$500 to $2,000
As agencies
require
As agencies
require
Approved agencies
Professional Fees'^
$1,800 to $6,000
As arranged
As incurred
Your accountant,
attorney, and other
professionals
Insurance Deposits and

Premiums (first year)'^
$3,900 to $7,650
As agent
requires
Before
opening
Insurance carriers
Training Expenses'''
$4,000 to $15,000
As arranged
As incurred
Us
Working Capital (three

months)'^"
$38,000 to $65,000
As arranged
As incurred
Various
Total"
$468,430 to $1,050,470
Notes
Note 1 See Item 5 for more mforraation about the initial franchise fee
Note 2 This figure represents the initial software license and set up of $2,500, plus three months of the monthly license
fee charged by our approved provider
Note 3 This figure represents a current average estimate of $2,600 per month (subject to adjustment) for the first three
months of Call Center Program services provided by us, $30 per month (subject to adjustment) for the first three months
of Facility Maintenance Provider services and $500 per month for technology services We will bill you each month after
the opening of the Shop
Note 4 These figures represent a lease security deposit equal to two months' rent in a typical market and utility security
deposit equal to one month's utility charges Although figures m the chart equal two months rent, some landlords may
require a security deposit equal to six months' rent in exchange for waiving the personal guaranty requirement
Note 5 Construction and remodeling costs vary widely, depending upon the location, design, configuration and
condition of the premises, the condition and configuration of existing services, and facilities such as air conditioning,
electrical and plumbing, and the terms of your lease The figures m the chart include a general contractor's fee (generally
equal to 10% to 15% of total construction costs), contractor's insurance, materials and supplies, tools, labor and
subcontractor fees, and other costs to construct leasehold improvements conforming to our standards, and includes the
estunated costs of fixtures and incorporating interior design elements We estimate construction costs of approximately
Page 9
$200 per square foot for a typical Shop, but you may mcur higher costs depending on the variables stated above These
figures do not take into account any tenant unprovement allowance negotiated with landlord
Note 6 The high figure includes exterior signage, a construction bamcade sign if required by the landlord or local laws
or ordinances, and awning in addition to required interior signage
Note 7 These figures mclude the cost to purchase required furniture, equipment, graphics, and interior signage
Note 8 Includes items such as calculators, desk supplies, and office consumables
Note 9 Includes one laptop, an iMac, printer, router, wi-fi and SPA BOOKER point-of-sale equipment (See Item 11)
Note 10 Includes the cost of purchasing wash stations, stylist chairs, guest furniture, industrial-grade washer & dryer
machines, and music system
Note 11 Includes the cost of purchasing shampoos, conditioners, styling products, brushes, blow dryers, and other items
used to provide services Also includes initial mventory of products intended for retail sale
Note 12 These figures represent the estimated cost of hinng an attorney to assist you m evaluating the franchise
opportunity, negotiating your lease, and in forming a business entity, and accountants' cost of settmg up a new business
Note 13 See Item 8 for more information about your minimum insurance requmements The low estunate accounts for
the first semi-annual premium and the high estunate for the annual premium for the business policy and a three month
allocation for the workmen's compensation premium
Note 14 See Item 11 for more information about our initial training program and training requirements The low figure
includes the cost of one moderately priced, double-occupancy hotel room for 14 days and travel costs between the hotel
and training site for two mdividuals and one moderately priced hotel room for 7 days and travel costs for your proposed
shop educator The high figure mcludes the cost of three moderately priced, double occupancy hotel rooms for 14 days,
airfare and travel costs between the hotel and trainmg site for three mdividuals and one moderately priced hotel room for
7 days and travel costs for your proposed shop educator
Note 15 These estimates do not mclude managerial salaries or any payment to you These estimates also do not take into
account fmance payments, charges, interest, and related costs you may incur if any portion of the mitial investment is
financed These amounts are the minimum recommended levels to cover operating expenses, including your employees'
salaries for three months However, we cannot guarantee that those amounts will be sufficient Additional workmg
capital may be required if sales are low or fixed costs are high We relied on our affiliate's operating experience in
opening 29 Shops over the past five years m compiling these workmg capital estimates
Note 16 All amounts are non-refundable unless otherwise noted
ITEMS
RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES
Purchases from Approved or Designated Suppliers, and Purchases According to Specifications
You must use our designated vendor for your music system and music library and our designated clearinghouse
for movies, television and other media, and if requu^d by us you must purchase equipment necessary to present
music, movies, television and other media in our Shops
Smce our trade dress is a unique aspect to our brand, you must use our designated architect to provide space
planning and design services
You must purchase a POS computer hardware and subscribe to a software booking system from our approved
suppliers See Item 11 for more information about computer hardware and software requirements
We, and our affiliates, have invested a significant amount of time and resources to produce, market, and sell
our proprietary and/or logoed hair care products We, and our affiliates, believe our proprietary and/or logoed
hair products are a significant point of differentiation to our competitors' services As a result, our affiliate,
Drybar Products, is the only approved supplier for our proprietary and/or logoed hair care products (mcludmg
Page 10
shampoos, conditioners, styling products, and treatments), electric hair appliances, and accessories (including
brushes, clips, rollers and sundnes) ("Private Label Products") that you must use and resell to your customers
We also may establish designated or approved suppliers (which may be affiliated with us) for (1) Shop fixtures,
furniture, equipment, items of decor, (2) graphic design services, (3) advertising, point-of-purchase materials
and other printed promotional materials, (4) gift certificates and stored value cards, (5) stationery, business
cards, contracts, and forms, and (6) bags, packaging, and supplies bearing our Marks, (7) uniforms, and (8)
public relations and advertising services
If you propose to purchase from an unapproved source any items or service for which we have identified
designated or approved supplier(s), you must request our approval The purpose of these requirements is to
establish quality control standards for the items used m the operation of your Shop and to protect, maintain and
promote the product consistency, reputation, goodwill and public acceptance of our service marks, trademarks
and products We may require, as a condition of granting approval, that our representatives be permitted to
inspect the supplier's facilities, and that such mformation, specifications, and samples as we reasonably require
be delivered to us or to an independent, certified laboratory for testing We may charge a fee for testmg, which
will not exceed the reasonable cost of the inspection and the actual cost of the test We will notify you within
120 days of your request as to whether you are authonzed to purchase such products from that supplier If we
agree to evaluate a supplier, we will provide you or the supplier with our specifications and standards and our
criteria for supplier approval
Currently, other than our affiliate Diybar Products, none of our officers currently owns an interest in any
pnvately-held supplier, or a material interest in any publicly-held supplier Occasionally, our officers may own
non-matenal interests m publicly-held companies that may be suppliers to our franchise system
You may purchase items and services for which we have not identified Approved Suppliers from any supplier,
so long as the items and services meet our specifications These specifications may mclude brand requirements
("Approved Brands"), and to the extent that Approved Brands have been identified, you may purchase and use
only the Approved Brands
Call Center Program
You must participate in the DRYBAR Call Center Program, as it exists from time to tune Participation in the
program may include using and publishing a telephone number that we designate, engaging a designated
service provider (which may be Franchisor, its Affiliate, or a third party) to answer calls and set customer
appointments You agree to pay all reasonable fees imposed by the service provider for these services
Currently, the fees we impose to maintain the Call Center Program are a 100% pass-through of our related
expense, divided equally among all Diybar Shops open and operating
Shop Location and Lease
You must acquire a site for your Shop that meets our site selection criteria and that we approve
We have engaged a national tenant broker to provide advisoiy and site selection services to assist us with the
expansion plans for Diybar's company-affiliated Shops The tenant representative provides advisory services
whereby they analyze past and current sales of all Drybar locations, store size, co-tenancy, demographics,
psychographics, and competition As a result of this analysis they have identified possible factors to help us
locate future sites We recommend that you utilize the services of this tenant-representative to help you
identify sites and assist you in the negotiations of the letter of intent It is anticipated that the landlord will pay
our tenant representative a brokerage commission for the services they provide to you On the rare occasion
that a landlord will not pay a commission, you will be obligated to pay the tenant broker $25,000 as a success
fee for die signing of the lease If you decide not to use our recommended tenant broker, we will make one or
more visits to assist you in finding a suitable site or reviewing sites you have selected, and we will require you
to pay us for our time at an hourly rate of $300 and also pay or reimburse to us the out-of-pocket expenses that
Page 11
we incur in providing the site selection assistance, including costs of transportation, lodging, and meals We
anticipate those costs could range from $5,000 to S10,000 per site if you do not use the tenant broker These
site assistance expenses are separate from, and in addition to, the other fees and amounts you will pay under the
Franchise Agreement If you occupy the Shop according to a commercial lease, the lease must contain terms
that we specify (See Lease Addendum attached as Attachment F to the Franchise Agreement)
We have designated Heitler Houstoun Architects as the sole approved architect to provide architectural
services to our franchisees Josh Heitler will manage the account for all franchisees and his company can be
contacted at the following site http //www h-h-architects com You must use our designated architect for your
Shop, and must separately contract with our designated architect We estimate your costs for using our
designated architect will range from $20,000 to $30,000 Services provided will be general architecture
services, including space planning, mterior design, and architectural design
We expect you will manage the construction process for your Shop, but we may provide recommendations on
third party project management from time to time We anticipate costs to engage a third party project
management company could range from $8,000 to $15,000
We may contract with one or more media companies to run music, movie or television programing in our
Shops and you must purchase equipment and run such music, movie or television programing in your Shop as
we direct from time to time
You must construct, equip, and improve the Shop in compliance with our current design standards and trade
dress We, or our designee, will give you mandatory and suggested specifications and layouts for your Shop,
including requu-ements for dimensions, designs, images, interior layout, decor, and color scheme These plans
might not reflect the requirements of any federal, state, or local law, code or regulation, mcluding those ansmg
under the Americans with Disabilities Act ("ADA") or similar rules governing public accommodations for
persons with disabilities You must prepare a site survey and all required construction plans and specifications
for the Shop and make sure they comply with applicable ordinances, building codes, permit requirements, and
lease requirements and restrictions We must review and approve all fmal plans and specifications before you
begm constructmg the Shop and all revised or "as built" plans and specifications during construction You
must purchase and install, at your expense, all millwork and customized fixtures, furnishings, equipment
(including a point-of-sale cash register system), decor, and signs from our approved third party suppliers
Insurance
You must obtain and maintain insurance policies protecting you, and us as additional msured, on a primary
non-contributory basis The additional insured should be listed on the certificate as follows Drybar
Franchising LLC, and its officers, managers, members, partners, shareholders, regional directors, subsidiaries
and affiliates, agents and employees, and it must be provided on an Additional Insured Grantor of Franchise
Endorsement per form CG2029 (or an endorsement form with comparable wordmg acceptable to us) The
policy must contain a waiver of all subrogation rights against us, our affiliates, and their successors and
assigns, and must provide for 30 days' prior wntten notice to us of any matenal modifications, cancellations, or
expirations The insurance must be underwntten by insurers licensed and admitted to write coverage in the
state in which the Shop is located and must have an A M Best ratmg of "A" or higher
These policies must include the coverage that we require, which currently mcludes the following
Type of Insurance
Commercial general liability coverage
Personal injury coverage

Property damage coverage
Minimum Limit
$I million per occurrence, $2 million aggregate limit
and $500,000 damage to rented premises per
occurrence
$1 million per occurrence, $10,000 per person medical
benefits
All perils coverage to personal property contained
Page 12

Type of Insurance
Boiler and machinery coverage
Liquor liability coverage

Money and securities
Vehicle coverage
Umbrella liability
Busmess interruption or loss of profits coverage
Workers compensation
Minimum Limit
mside and outside (including signage) the Shop
Coverage agamst any loss or damage from explosion
of boilers or pressure vessels to the extent applicable
to the facility
Required limits, depending on the jurisdiction in which
the Shop operates (see Manuals)
$10,000 per occurrence - inside, $5,000 - outside
Coverage for any vehicles used in the Franchised
Business or owned by the Franchised Busmess, $1
million per occurrence State requirements for
uninsured and undermsured coverage
$1 million per occurrence, $2 million aggregate limit
Amount equal to at least 12 months of profits and
necessary continuing expenses
Minimum requirements imposed by the jurisdiction m
which the Franchised Business operates
At least 10 days before you are required to carry insurance, and after that at least 30 days before the expiration
of any policy, you must deliver to us certificates of insurance evidencing tlie proper types and minimum
amounts of required coverage, and evidence of the additional insured and wavier requirements If you fail to
maintain the required msurance, we or our designee may (among other remedies) obtain the insurance for you
and charge and demand reunbursement of the premium costs, plus an administrative charge not to exceed 20%
of the premium amount as reunbursement for services in acquuing the insurance Each year we may
unilaterally modify the insurance minimum coverage requirements which may include an increase to the
minimum coverage requirements to reflect changes m inflation or as market conditions warrant
We may periodically increase the amounts of coverage required under these insurance policies and require
different or additional kinds of msurance at any tune, including excess liability msurance, to reflect inflation,
identification of new risks, changes in law or standards of liability, higher damage awards, or other relevant
changes in circumstances
Estimated Proportion of Required Purchases and Leases to all Purchases and Leases
We estimate that approximately 5% to 10% of your total cost m establishing the Shop will go toward
purchasing products that meet our specification We estimate that approximately 5% to 15% of your
expenditures on an ongoing basis will be for goods that must be purchased from Drybar Products We estimate
that substantially all of your expenditures for leases and purchases m establishing your Franchised Business
and approximately 10% to 20% of your total annual operating expenses on an ongoing basis will be for goods
and services which are subject to sourcing restrictions (that is, for which suppliers must be approved by us, or
which must meet our standards or specifications)
Revenue Derived from Franchisee Purchases and Leases
We do not directly supply you with any products or services for use and/or resale m your Shop, but oui
affiliate Drybar Products will derive revenues from supplying you with Private Label Products and certain
other products for use and resale in your Shop During our last fiscal year, ending December 31, 2013, our
affiliate, Drybar Products derived a total of $554,435 m revenue from franchisees' purchase of Pnvate Label
Products The total revenues of Drybar Products equaled approximately $7,811,259, therefore the total
revenue from franchisees' purchases Private Label Products represented approximately 7% of Diybar
Products' total revenue In the future, we, or our affiliates, may receive other types of revenues, material
benefits, and other consideration from your purchase of products and services we require to operate your
franchised Shop
Page 13
Purchasing Arrangements. Description of Purchasing Cooperatives.

We may contract with manufacturers and suppliers who provide volume discounts, rebates and other cash
payments based on volume purchases of supplies, products and other items used by our company-affiliated
Shops who pay us rebates and/or cash based on purchases by fimichised and company- affiliated Shops We
anticipate that all or some portion of such discounts, rebates, or other cash payments received by us as a direct
result of your Shop will be provided to you, but we reserve the right in our sole discretion to direct such
amounts to be (a) contributed to the development and unplementation of our plan for advertising Shop goods
and services, (b) retained by us, or (c) otherwise used to benefit Shops generally In all cases, we will deduct
our expense to coordinate and test supplies, products or other items and supplies We reserve the right to
receive revenue from the sale of items to you by third parties
We may negotiate purchase arrangements with primary suppliers for the benefit of franchisees If we negotiate
a purchase agreement for the region where your Shop is located, you must participate in the purchasing
program
Presently there are no purchasing or distribution cooperatives in existence for the franchise system
We do not provide material benefits to you (for example, renewal or granting additional franchises) based on
your purchase of particular products or services or use of particular suppliers
ITEM 9
FRANCHISEE'S OBLIGATIONS
This table lists your principal obligations under the franchise agreement, and other agreements It will
help you find more detailed information about your obhgations in these agreements and m other items
of this Franchise Disclosure Document
Obligation
a
Site selection and acquisition/lease
Pre-opening purchases/leases
c Site development and other pre-opening

requirements
d
Initial and ongomg trammg
Opening
Fees
g Compliance with standards and policies/

Operating Manual
h Trademarks and proprietary information
1
Restrictions on products/services offered
Warranty and customer service

requirements
k Territorial development and sales quotas
1 Ongoing product/service purchases
m Maintenance, appearance and remodeling
requirements
n Insurance
Section($) in Franchise
Agreement
Sections 3 1,32 and 3 3
Sections 3 4, 65, 66, and
10 1
Items 8 and 11
Sections 3 2,34,5 I and 5 2
Items 7, 8 and 11
Sections 51,53,55,56,
5 7 , and 5 8
Sections 3 5 and 5 2
Sections 41,42,43,49,
4 10, 92, 93, 94, 102,
12 3,12 4 and 12 7
Items 5, 7, 8 and 11
Items 6 and 11
Item 11
Items 5, 6, 8 and 11
Article 8
Item 8, 11, 14 and 16
Article 7
Sections 64, 65, 66, 67,
and 6 8
Items 11, 13 and 14
Not applicable
Not applicable
Not applicable
Item 12
Item 8
Items 7, 8 and 11
Section 11 2
Item 7 and 8
Page 14
Disclosure Document Item
Items 8 and 16
Obligation
Section(s) in Franchise
Agreement
Disclosure Document Item
0 Advertismg
p Indemnification
q Owner's participation/ management/staffing
Article 9
Section 11 3
Sections 6 2 , and 6 3
Items 6 and 11
Items 6 and 12
Item 15
Records and reports
Sections 10 4, 10 5, and 10 6
Item 6
Inspections and audits
Section 10 7
Items 6 and 11
t Transfer
Article 12
Items 6 and 17
Renewal
Section 2 2
Item 17
Post-termination obligations
Article 14
Items 6 and 17
w Non-competition covenants
X Dispute resolution
Article 15
Article 19
Item 17
Item 17
ITEM 10
FINANCING
Neither we nor any of our affiliates offer direct or indirect financing Neither we nor any of our affiliates will
guarantee your lease, note, or other obligations
ITEM 11
FRANCHISOR'S ASSISTANCE, ADVERTISING,
COMPUTER SYSTEMS, AND TRAINING
Except as listed below, we are not required to provide you with any assistance
Pre-openine Obligations
Before you open the Shop for business
1
We will grant you a Site Selection Area in which you may locate your Shop, and we will approve or
refuse to approve the specific Shop site within 30 days of receiving all requested information If you
do not use our designated tenant broker, we will provide you with certain site selection assistance we
deem appropriate and also visit you one or more times to assist you in finding suitable sites or to
evaluate sites that you have identified You must pay us for our site selection assistance at an hourly
rate of $300 and also pay or reimburse us the out-of-pocket expenses that we incur m providing the
site selection assistance, including costs of transportation, lodging, and meals (Franchise Agreement,
Sections 3 1 and 3 2)
We will provide you a list that describes or shows the standards for the fixtures and equipment that
you must install in your Shop We do not provide fixtures or equipment directly, nor do we deliveror
install any fixture or equipment in your Shop, but we do require you to contract with a third party
vendor who provides you with and installs fixtures and equipment for your Shop (Franchise
Agreement, Section 5 4)
We will also provide the designated architect and/or your general contractor mformation about the
sequence of events and procedures that must be followed in building out and equippmg a Shop
(Franchise Agreement, Section 3 4)
We reserve the nght to conduct on-site inspections during the construction of your Shop as we deem
appropriate, and we reserve the right to require you to pay or reimburse us our out-of-pocket expenses
that we incur in conducting such on-site inspections, including costs of transportation, lodging, and
Page 15

meals (Franchise Agreement, Section 3 4)

5
We will admit three individuals to our initial traming program, described below (Franchise
Agreement, Section 5 1 )
Our representatives will assist in trammg your stylists with respect to our operating procedures,
standards, and styles, at your Shop location for a penod of up to three days (Franchise Agreement,
Section 5 2)
We will loan you one copy of our Manuals (Franchise Agreement, Section 8 I ) The Table of
Contents of our Manuals is attached to this disclosure document as Exhibit A Our Manuals contain
approximately 225 pages
Continuing Obligations
During the operation of the Franchised Business
1
If we deem it necessary, our representative will provide up to three days of additional on-site
assistance during the 45-day period after the Shop opens for business You are responsible for
payment of our then-current fee for these services and for reunbursement of our representative's travel,
lodging and dining costs (Franchise Agreement, Section 5 2)
We will provide such ongoing consultation and advice as we deem appropriate, which may include
providmg information about new service and product development, mstruction concerning the
operation and management of the Shop, advertising and marketmg advice, and financial and
accounting advice (Franchise Agreement, Section 5 5)
We will communicate to you mformation about our approved and designated suppliers (Franchise
Agreement, Section 6 6)
We will administer the Brand Development Fund, and allocate funds for authorized purposes
(Franchise Agreement, Section 9 3)
Grand Opening Plan

Before the Shop opens for business, we will agree on a budget (ranging from $10,000 to $20,000) and a
marketing/public relations plan for your grand opening, including advertising (pnnt or news media), direct
mail, or other promotional efforts We will determine the budget amount that you will spend by assessing
advertising costs in your area and taking into account the time of year that you are opening We will provide
you with guidance for marketmg your grand opening, and we will create the materials to support all grand
opening efforts You must conduct the marketing and public relations campaign according to the marketing
plan and budget and our Standards, within 60 days after beginning operations As part of this campaign, you
may be required to retain a public relations firm, which we must approve
Marketing Allocation. Brand Development Fund
You must spend at least 3% of Gross Revenue each year on approved marketing activities (your "Marketing
Allocation") To satisfy this requirement, we may requu-e you to contribute all or a portion of this amount
(currently, up to 1 5% of Gross Revenue) to a Brand Development Fund ("Fund") that we administer, as
described below
TheFund is intended for the common benefit ofthe DRYBAR system We may use Fund monies to pay for
creative development services (including creation and modification of shop design and trade dress, products,
services, logos, graphics and vehicle wraps, and advertising and promotional items, includmg the cost of
photography services and design software), preparing and procuring market studies, providing or obtaming
marketmg services (includmg, without limitation, conducting customer surveys, focus groups, and marketing
and compliance-related mysteiy shops and customer interviews), employing advertismg and/or public relations
Page 16
agencies, developing, producing, distributing, and placing advertising (including, but not limited to, prepanng
and conducting media advertising campaigns in vanous media, local store advertising and promotion in a
particular area or market, or for the benefit of a particular Shop or Shops in connection with shop opening
promotion or otherwise, conducting and administenng in-store promotions, prepanng and executing direct mail
advertising, and developing, producing, and purchasing point-of-sale advertising, and other sales aids and
promotional items and materials), new product or service development and development of product packaging,
developing, updating, maintaining, and hosting our website (including development of locator programs)
and/or an intranet or extranet system, obtaming sponsorships and endorsements, prepanng and conducting
sweepstakes and other promotions, developmg, administering, and distributing coupons, gift certificates,
loyalty card, and stored value card programs, and customized promotions, and the cost of product or service
associated with the redemption of free coupons, gift certificates, loyalty cards, stored value cards and/or other
customized promotions, developing and administenng membership programs and other customer loyalty
programs, providing and procunng public relations services, conducting public relations activities, charitable
donations, membership fees in international, national, regional, and/or local trade or other associations or
organizations We also may use Fund monies to reimburse ourselves for our costs of personnel and other
administrative and overhead costs associated with providing the services described in this paragraph
Although the Fund will be intended to be perpetual, we may terminate the Fund at any time TheFund will not
be termmated, however, until all monies in the Fund have been spent for advertising or promotional purposes
or returned to the contributors of the Fund on the basis of their respective contributions Any amounts paid to
the Fund that are not spent in the year they are collected will remain in the Fund for future expenditures
We will have sole control over the creative concepts, content, form, and media placement of all advertising and
promotional materials developed with Fund monies, and the allocations of Fund monies to production,
placement, and other costs We need not spend any Fund monies for placement of advertising m your trade
area, or to ensure that the Franchised Business benefits directly orpro rata from Fund expenditures We will
not use Fund monies for creating or placing any advertisement that is pnncipally a solicitation for new
franchisees, but may include in all advertising prepared using Fund monies (including Internet advertismg)
information concerning franchise opportunities, and a portion of Fund monies may be used to create and
maintain one or more pages on our web site devoted to advertising franchise opportunities and identifying and
screening inquiries and applications submitted by franchise candidates
We establish and adjust the amount of Fund contributions on an annual basis, and anticipate that all franchisees
will contribute to the Fund at the same rate Neither we, nor our affiliates, are contractually required to
contribute to the Fund, but we anticipate that company and affiliate-owned Drybar Shops will contribute to the
Fund on the same basis as franchisees There is no requirement that the Fund be audited
Upon your reasonable request, will provide to you an annual unaudited statement of Fund contributions and
expenditures Durmg our 2013 fiscal year, 34% of the Fund expenditures were used for creative development
services, 23% for national public relations, 14% for advertismg, 12% for social media awareness, 7%
administrative costs, 4% for product samples, 3% for market research, and 3% for web design
You will be required to participate in all customer loyalty, customer feedback, or other promotional programs
that we designate We have sole discretion over any gift certificate, stored value card, loyalty card, voucher
and/or customized promotional receipts programs for Drybar Shops You will be required to participate in
these programs and comply with any requirements we set for participation, including as to how we address the
purchase and redemption of these cards among Shops for purposes of determining Gross Revenue at your
Shop You are required to follow all visual merchandise standards set forth by the brand, with no exceptions
Local Marketing Guidelines
Any part of the Marketing Allocation that you are not required to contribute to the Fund or to an advertismg
cooperative must be spent locally to promote the Shop in your market area Currently, the required expenditure
Page 17
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and software maintenance agreements, in the form and manner we prescribe, and pay all associated fees
We estimate the cost of purchasing required computer hardware will range from $4,000 to $6,000 The initial
installation of SPABOOKER computer hardware is approximately $2,500, which covers your mitial access to
a customized version of SPABOOKER online scheduling and business management software Thereafter,
you must pay directly to SPABOOKER (or our any other software provider we designate) a monthly license
fee Currently, the monthly license fee for SPABOOKER is approximately $450 per month (which may be
adjusted annually) Although we currently use the SPABOOKER system, we may change to an alternative
provider or develop a propnetary system
We will have the right to independently access all information and financial data recorded by the system for
daily polling, audit and sales verification, and database development There are no contractual limitations to
our nght to access the mformation and data recorded by your system
We require you to mstall and maintain a hardware and software firewall device on your Computer System that
follows closely to the Payment Card fndustiy (PCI) DSS merchant requirements as stated on the
http //www pcisecuritystandards org
Except as described above, neither we, our affiliates, nor any third parties must provide ongomg maintenance,
repairs, upgrades, or updates to your computer system or other computer equipment Except as descnbed
above, there are currently no optional or required maintenance/upgrade contracts for your computer hardware
or software
Initial Training Program
Within a reasonable time after you sign a Franchise Agreement for the Shop, and generally no later than six
weeks before the opening of your Drybar Shop, we will admit up to 3 individuals to our initial training
program, including your Operating Partner If you wish to have other employees attend this training, the
franchisee must pay the then current fee, which is currently $2,500 per person Your Operating Partner must
complete the initial training program to our satisfaction
Our mitial training program will be held at our affiliate's Shop in the greater Los Angeles, California area or
other location that we designate Training will be conducted by or under the executive supervision of Allison
Webb, who founded the DRYBAR concept in 2008, and who has been providing hair styling services In
addition, our shop educator trainers include Matt Kwasney - Stylist smce May 2008 and worked with Diybar
since September 2010, Alex Ortega - Stylist since 2010 and worked with Diybar since December 2010, Nico
Hahn - Stylist smce May 2009 and worked with Diybar since November 2010, Sadaf Azimi - Stylist since
2009 and worked with Drybar since February 2010, Kallie Dale Chang - Stylist since January 2010 and
worked with Drybar since September 2010 Our initial training period is held on an as needed basis, over a
penod of fourteen days
The followmg is a summary of our current initial training program
TRAINING PROGRAM
Subject
History/Mission Statement of Drybar
Use of the Manual
Tour of Shop
Creating the Drybar Spint
Hours of
Classroom
Training
I
5
5
1
Page 19

Hours of Onthe-Job
Training
Location
Classroom
Classroom
Shop
Classroom
Subject
Hours of
CJassroom
Training
Hours of Onthe-Job
Training
Location
Services Provided to Franchisees

Responsibilities of Franchisees
Visits from the Corporate Office
Paying Other Fees
Pre-Opening Procedures
Grand Opening
Human Resources
Trammg New Employees
Suggested Hours of Operation
1
1
I
1
4
1
4
2
1
Daily Procedures - Includmg Opening, Closing

and On-going Tasks
Classroom/Shop
1
1
1
2
3
1
12
Classroom/Shop
Classroom/Shop
Classroom
Classroom/Shop
Classroom/Shop
15
15
Classroom/Shop
Bartabs/Membership Programs
Classroom/Shop
Using Spabooker
Classroom/Shop
Transacting Sales
Generating Necessary Reports
Banking Procedures
I
2
1
2
2
1
Classroom/Shop
Classroom/Shop
Classroom/Shop
Franchise Reporting
Classroom/Shop
Inventory Management
Required Shop Cleaning and Maintenance
Safety and Security
Marketing and Advertising
1
1
1
3
2
2
1
4
Classroom/Shop
Classroom/Shop
Classroom/Shop
Classroom/Shop
TOTAL
46
46
Customer Service Procedures

Setting Appointments
DRYBAR Menu Offerings
Service Protocols
Special Events - Including Private Parties, Dry on
the Fly, Dry Pro , etc
Sellmg Retail Products
Classroom
Classroom
Classroom
Classroom
Classroom
Classroom
Classroom
Classroom
Classroom
In addition to the training you must complete, you are required to send an experienced hau-stylist to the nearest
training shop for Shop Educator training The stylist that you hire will be trained upon the proper styling
techniques, product and tool utilization, and philosophies on proper training techniques to the stylists that you
hire for your shop We will not charge a training fee for your initial shop educator trammg However, should
you replace the shop educator, the newly hired shop educator must attend our training and you will pay us
$2,500 per training session We are in the process of re-evaluating certain aspects of our trammg program and
may make changes to the program in the coming year
Any replacement Operating Partner must satisfactorily complete our then-current initial training program
We also may provide, and may require your Operating Partner to attend and successfully complete each year, up
to four days of additional training This additional trammg may be held at our headquarters or other place that
Page 20
we designate It may include remedial and refresher courses, as well as mstruction in new hair-styling
techniques, business and management processes and techniques, and our Standards and policies We may
charge a reasonable fee or tuition for this additional training and you are responsible for all training-related
expenses, including travel, lodging, and dining expenses for these individuals and wages and salaries payable
during training Although only your Operating Partner is required to attend and complete such additional
training, we will permit one additional employee to attend training with your Operating Partner
Each of your hairstylists and other of your employees who provide hair care services must comply with our
continuing education requirements, as they may be revised periodically This may include attendance at live
classes or participation in on-line classes held by us or our designated provider It also may require conducting
your own employee training classes using training DVDs and other instructional materials that that we provide
We may charge a reasonable training fee and materials charges for this training You are responsible for all
costs and expenses of complying with our continuing education requirements mcluding tuition and registration
costs, and salary, travel, lodging, and dining costs for all of your employees who participate m the training
Site Selection and Opening
When you sign the Franchise Agreement, we will agree on a "Site Selection Area" within which you may
locate the Shop
We have engaged a national tenant broker to provide advisory and site selection services to assist us with the
expansion plans for Drybar's company-afFihated Shops The tenant representative provides advisoiy services
m which they analyze past and current sales of all Drybar Shop locations, shop size, co-tenancy, demographics,
psychographics, and competition As a result of this analysis they have identified possible factors to help us
locate future sites We recommend that you utilize the services of this tenant-representative to help you
identify sites and assist you in the negotiations of the letter of mtent It is anticipated that the landlord will pay
our tenant representative a brokerage commission for the services they provide to you On the rare occasion
that a landlord will not pay a commission, you will be obligated to pay the tenant broker $25,000 as a success
fee for the signing of the lease If you decide not to use our recommended tenant broker, we will make one or
more visits to assist you m finding a suitable site or reviewing sites you have selected, and we will require you
to pay us for our time at an hourly rate of $300 and also pay or reimburse to us the out-of-pocket expenses that
we incur in providmg the site selection assistance, including costs of transportation, lodging, and meals We
anticipate those costs could range from $5,000 to $10,000 per site if you do not use the tenant broker These
site assistance expenses are separate from, and in addition to, the other fees and amounts you will pay under the
Franchise Agreement If you fail to acquire an acceptable site by this date, we may terminate the Franchise
Agreement
For each proposed site that you or the national tenant broker identifies, you must deliver to us a franchise site
application in a form that we prescribe, including information about the site as we may reasonably request to
perform our evaluation We will approve or refuse to approve your proposed site within 30 days of receiving
all requested information about the site The criteria that we use to evaluate the site include general location,
neighborhood, surrounding tenants, traffic patterns, parking, size, physical characteristics of existing buildings,
and lease terms
We anticipate that you will open your Shop within 9 to 18 months after you sign the Franchise Agreement
Factors which may affect the length of tune between signing of the Franchise Agreement and openmg for
business include the time necessary to locate a location which we will accept, to obtain any financing you need,
to obtain required licenses, permits, and governmental agency approvals, to fulfill local ordinance
requirements, to complete construction, remodeling, alteration, and improvement of the Franchised Location,
including the installation of fixtures, equipment, and signs, and to complete our initial traming program and to
complete the hiring and training of personnel Delay in construction may be caused by mclement weather,
material or labor shortages, labor actions, slow deliveries, equipment shortages and similar factors If you fail
to open the Shop for business by the anniversary date of the Franchise Agreement, we can terminate the
Page 21
Franchise Agreement
ITEM 12
TERRITORY
You will operate the Shop at a location that we have approved, and may relocate the Shop only with our prior
written consent We will consent to relocation if your lease expires or terminates through no fault of yours, or
if the Shop premises is destroyed or materially damaged by fire, flood, or other natural catastrophe, and you are
not in default of the Franchise Agreement or any other agreement with us or our affiliates You must
reimburse us all out-of-pocket expenses that we incur in connection with the relocation or your Shop
When the Shop location is identified, the location will be identified m Attachment B to the Franchise
Agreement Your Protected Area will be determined by us after you execute a lease for the Shop, which will
be identified on a map attached to Attachment B The actual boundaries of the Protected Area will be
determined based on a number of factors, which may vary from one location to the next, but a minimum
Protected Area will contain a population (include daytime workforce and residential) of approximately 25,000
persons, and we expect your Protected Area will range from a radius of 0 5 mile surrounding the Shop (m a
dense urban area such as New York City) to a radius of 3 miles surrounding the Shop (m a more suburban
area)
You will not receive an exclusive temtory You may face competition from other fi^chisees, from outlets that
we own, or from other channels of distribution or competitive brands that we control, including the Internet,
and we have no obligation to pay you any compensation for soliciting or accepting orders inside your Protected
Area However, durmg the franchise term, we will not own or operate, or grant anyone else the right to
operate, a full-size Shop under the DRYBAR name withm the Protected Area We reserve to ourselves all
other rights, includmg the right (a) to own and operate and to grant others the right to own and operate Shops
outside the Protected Area, regardless of their proximity to the Protected Area, (b) the right to distribute
products and services identified by the Proprietary Marks, such as Private Label Products, in and outside of the
Protected Area through alternative channels of distribution including retail, mail order, catalog sales, Internet
sales and/or the provision of at-home or mobile hairstyling services provided at off-site locations via our Dry
on the Fly program or any similar non-Shop program
We are currently testing a Dry on the Fly program that would enable stylists to travel to a customer's home or
office to perform services If we institute the Dry on the Fly program or similar at-home or mobile program,
you will be required to comply with our conditions and restrictions to be able to participate m the program,
including allowing us, our affiliates and/or our franchisees to travel into your Protected Area to service a
regular customer that has registered with a particular Shop, and you would in turn be permitted to travel into a
protected area of another franchisee to service a regular customer that has registered with your Shop
We have entered into agreements with retailers that offer and sell our Private Label Products in their retail
stores, and have also entered into agreements with mtemet and media companies that offer and sell our Private
Label Products via internet websites and television programs These companies may have retail locations m
your Protected Area and/or sell and deliver Private Label Products to customers in your Protected Area
Nothing restricts us from (a) ownmg, acquiring, establishing, operating, or granting franchise rights for one or
more other businesses under a different trademark or service mark (/ e , a mark other than DRYBAR),
whether or not the business is the same as or competitive with Drybar Shops, or (b) owning, operating, or
franchising one or more businesses offermg products or services other than hair care services (for example,
massage services or permanent make up services) under the name DRYBAR or some denvative of the Marks
We are not required to compensate you if we exercise any of the rights specified above inside your Protected
Area Our stylists and stylists employed by or affiliated with other franchisees may perform hairstyling
services anywhere, at a customer's request, including inside your Protected Area Neither we nor any
franchisee is required to compensate you on account of services performed in your Protected Area
Page 22
Except for the Protected Area granted in your Franchise Agreement, we do not grant any rights of first refusal
to obtain additional franchise nghts If you wish to develop additional Shops you must enter into a new
Franchise Agreement and meet all our current requirements for franchisees There are no circumstances that
permit us to modify your Protected Area, nor do we require that you meet a minimum sales quota to maintain
your Protected Area
ITEM 13
TRADEMARKS
Our affiliate, Drybar Holdings, has registered the following marks on the Pnncipal Register of the U S Patent
Trademark Office for the following Marks
Registration Number
Registration Date
IC Class(es)
DRYBAR
4043735
October 25, 2011
44
DRYBAR
4354273
June 18,2013
DRYBAR
4442715
December 3,2013
8,11,21
DRBYAR(andI)esign)
4423969
October 29, 2013
44
"Buttercup" (Stylized Design)
3856768
October 5,2010
44
"Buttercup" (Design)
4423968
October 29,2013
44
NO CUTS NO COLOR JUST

BLOWOUTS (Standard Characters)
3856546
October 5, 2010
44
Mark
Drybar Holdings owns and has granted us the right to use these Proprietary Marks m connection with the
franchising of Drybar Shops and the operation of company-affiliated Shops Our agreement with Drybar
Holdings IS perpetual unless otherwise terminated by mutual agreement We know of no other agreements
currently m effect which significantly lunit our nghts to use or license the use of the Proprietaiy Marks m any
manner material to you
There are no currently effective material determinations of the USPTO, Trademark Trial and Appeal Board,
the trademark administrator of any state or any court There are no directly infringing uses actually known to
us that could materially affect your use of the Proprietary Marks, however, we have not conducted an
exhaustive search of users of names which may be the same or similar to our marks You should be aware,
however, that numerous operators use the phrase "blow dry bar" as part of their name and identity
You may use only the Proprietary Marks that we designate, must use them only m the manner that we authonze
and permit, and must use them with the symbols, "", "", or
as appropriate You may use the
Page 23
Propnetary Marks only in connection with the operation and promotion of the Franchised Business, and only m
the manner we prescribe You may not contest ownership or validity of the Proprietary Marks or any
registration of the Propnetary Marks, or our right to use or to sublicense the use of the Propnetary Marks You
must sign all documents that we require in order to protect the Propnetary Marks and to maintain their validity
and enforceability
You may not use the Proprietary Marks or any part of the Proprietary Marks in your corporate name, and may
not use them to incur any obligation or indebtedness on our behalf
You may not use the Propnetary Marks or any part or derivative of the Propnetary Marks on the Internet,
except as expressly permitted in wnting This prohibition includes use of the Propnetary Marks or any
derivative of the Propnetary Marks as part of any URL or domain name, as well as their registration as part of
any user name on any gaming website or social networking website (such as FACEBOOK, CSISTAGRAM,
PINTEREST, or TWITTER) or as part of any unauthonzed email address
You must promptly notify us of any suspected unauthorized use of, or any challenge to the validity of the
Proprietary Marks or Copyrighted Works, or any challenge to our ownership of, or license to use and to license
others to use, or your right to use, the Proprietary Marks or Copynghted Works We have the nght to direct and
control any administrative proceeding or litigation, or other adjudicative proceeding involving the Propnetary
Marks or Copynghted Works, including any settlement of the proceeding We or our affiliate has the nght, but
is not obligated, to take action against third parties for infringement of our Proprietary Marks or Copyrighted
Works In the event of a lawsuit relatmg to your use of the Propnetary Marks or Copyrighted Works, you must
sign all documents that we require and do all things that we consider necessary to carry out the defense or
prosecution, which may include becoming a nominal party to the action Unless the action is the result of your
use of the Proprietary Marks or Copyright Works in a manner inconsistent with the terms of the Franchise
Agreement, we will reimburse you for your associated costs
We have the right to create new, modified or replacement Proprietary Marks, and to require you to use them in
addition to or in lieu of any previously designated Proprietaiy Marks
ITEM 14
PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION
There are no patents or registered copyrights material to the franchise However, we claim copyright protection
in the Manual, the design elements of our Marks, our Shop design, our product packaging, advertising and
promotional materials, and the content and design of our website (the "Copynghted Works")
There is no presently effective detennination of the U S Copyright Office (Library of Congress) or any court
affecting our copyrights There is no currently effective agreement that limits our nght to use and/or license our
copyrights We have no obligation to protect any nghts you have to use the copynghts We have no actual
knowledge of any infnngements that could materially affect the ownership, use, or licensing of the copynghts
You may not use any of our Copyrighted Works on the Internet without our wntten permission This includes
display of the Copyrighted Works on commercial websites, gaming websites, and social networking websites
(such as FACEBOOK, INSTAGRAM, PINTEREST, or TWITTER)
You and your employees must maintain the confidentiality of all information contained in the Manuals and
other infomiation that we consider confidential, proprietary, or trade secret information Confidential
Information means all trade secrets, and other elements of the System, all customer information, all information
contained in the Manuals, and standards and specifications for services and products offered, financial
information, marketing data, vendor and supplier mformation, all other knowledge, trade secrets, or know-how
concerning the methods of operation of the Franchised Business which may be communicated to you, or of
which you may be apprised, by virtue of their operation under the terms of the Franchise Agreement, any
training we provide, and all other information that we designate (collectively, "Confidential Information") You
Page 24
must implement any reasonable procedures we may adopt to protect our Confidential Information mcludmg
restrictions on disclosures to your employees and requuing employees who will have access to our Confidential
Information to sign employment agreements containing non-disclosure and non-competition provisions
You may not contest our exclusive ownership of the copyrights, trade secrets, processes, methods, procedures,
formulae, techniques and other proprietary information to which we claim exclusive rights
If you or your employees or owners develop any new concept, process or improvement m the operation or
promotion of your Shop, you must promptly notify us and give us all necessary information about the new
process or improvement, without compensation You and your owners agree that any of these concepts,
processes, or improvements will become our property, and we may use or disclose them to other fi^chisees, as
we determine appropriate
ITEM 15
OBLIGATION TO PARTICIPATE IN THE ACTUAL
OPERATION OF THE FRANCHISED BUSINESS
If the franchisee is a business entity, an individual owner with at least a 20% equity mterest (or other
participation stake acceptable to us) m the franchisee ("Operating Partner") must oversee the day-to-day
operations of your first Shop and devotes his or her full time energy and best efforts towards the management,
operation, promotion, and growth of the business
The Operating Partner must successfully complete our initial training program, and may not engage m any
other business or activity that requires substantial management responsibility or time commitment If your
Operating Partner ceases to serve in, or no longer qualifies for, the position, you must designate a new
Operating Partner within 30 days Each replacement Operating Partner must successfully complete our initial
trammg program before assuming responsibility
If the franchisee is a business entity, each Owner identified in Attachment C to the Franchise Agreement must
sign a Limited Personal Guaranty and Undertaking substantially in the form attached as Attachment D-1 to the
Franchise Agreement, although with regard to minority partners who do not actively participate m the
operation of the franchise business we may, in our sole discretion, waive this guaranty requirement Any
individual, who attends our initial training program, including your Operating Partner, must sign a
confidentiality and non-competition agreement substantially in the form attached as Attachment D-2 to the
Franchise Agreement
The term "Owner" means each individual or entity holding a direct or indirect beneficial ownership in the
fiunchisee It includes all shareholders of a corporation, all members of a limited liability company, all general
and limited partners of a limited partnership, and the grantor and the trustee of the trust
ITEM 16
RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL
Except as descnbed below, you must offer and sell all products, services, and membership programs that we
require, and only the products and services that we have approved We may add, elunmate and change
products and service items periodically, and you must comply with all directives (which may require
purchasing and installing additional equipment) There are no limits on our right to make changes We may, on
occasion, require you to test market products and/or services at your Shop You must cooperate with us in
conducting these test marketing programs and must comply with all rules and regulations that we establish
We may periodically develop and implement membership programs for the DRYBAR franchise system
Participation in such membership programs may include acceptmg new customers and providing customer
services according to pre-paid terms that we establish or that may have been established by another DRYBAR
franchisee Participation also may include invoicing us or another franchisee for services performed for
customer-members of a different Drybar Shop You must fully participate in all such membership programs
Page 25
according to our Standards All sales must be for retail consumption only and you may not engage in wholesale
sales of any kind through any channels of distribution without our prior consent You may not sell Private
Label Products through any means of distribution other than from the Shop unless we expressly authorize m
WTitmg We have the right to establish maximum, mmimum or other retail pricing requirements to the extent
permitted by law
ITEM 17
RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION
THE FRANCHISE RELATIONSHIP
This table lists certain important provisions of the Franchise Agreement You should read these
provisions in the Franchise Agreement attached to this Franchise Disclosure Document
Provision
Section in Franchise
Agreement
Summary
Length of the franchise

term
Sections 2 1
10 years from the date the Franchise Agreement is

signed
Renewal or extension of
the term
Section 2 2
If you are in good standing, you can renew for two

additional consecutive 5-year terms
Requirements for
franchisee to renew or
extend
Sections 2 2
Provide notice, may not be m default of the Franchise

Agreement or any other agreement, must renovate and
modernize the Shop to conform to our then-current
image, you and employees must be in compliance with
our then-current training requirements, you must have the
right to possess the Shop premises or have secured a
substitute location, you and all Owners must sign a
release, must have operated substantially in accordance
with the Franchise Agreement throughout the term If
we permit you to renew, you must sign our then-current
form of franchise agreement, which may be different than
the current form and may reflect different royalty fee and
advertising obligations
Termination by
franchisee
Not applicable
Not applicable
Termination by
franchisor without cause
Not applicable
Not applicable
Termination by
franchisor with cause
Sections 13 1 , 13 2 ,
13 3 , 13 4, 13 5 and
13 6
"Cause" defined curable defaults
Sections 13 3 , 13 4
and 13 5

Franchise Disclosure Document) 2014
We can only termmate if you are in default
We can terminate the Franchise Agreement upon

delivery of notice and a 10-day cure period if you fail to
maintam minimum insurance coverage, fail to pay any
amounts due to us, fail to pay amounts due to your trade
Page 26
Provision
Agreement
Summary
creditors (except if there is a bona fide dispute), fail to

pay any amounts for which we have advanced funds or
that we have guaranteed for your benefit, fail to comply
with your local advertismg requirements, you misuse the
Proprietary Marks or Copyrighted Works
We can terminate the Franchise Agreement upon
delivery of notice and a 30-day cure period for any other
violation of the Franchise Agreement
"Cause" defined - noncurable defaults
Sections 13 1 and
13 2
The Franchise Agreement will termmate automatically m

the event of your insolvency or bankruptcy
We can terminate the Franchise Agreement without
providing you an opportunity to cure if your Operating
partner fails to successfully complete training, you fail to
acquire a location by the site selection deadline, you fail
to open for business by the opening deadline, you
abandon the Franchised Business, you lose your license
to operate the Shop or lose the right to occupy the Shop
premises, you or your Operatmg Principal commit
certain types of crrnies, you or any Owner fails to comply
with confidentiality or non-compete obligations, you or
any Owner has made any misrepresentation on your
franchise application, you fail to notify of us of a Crisis
Management Event, you understate your Gross Revenue
for purposes of calculatmg royalty payments by 2% or
more, or misstate your Gross Revenue twice in any 12month period, you mamtain false books or accounting
records, you sell unauthorized products or services, you
purchase products or services from unapproved sources,
you fail to pass two or more quality assurance/health
inspection in any rolling 12-month period, you fail to
participate in two or more marketing or advertising
campaigns in any 12-month period, we deliver to you
two default notices within any 12-month period, or we
deliver to you three "NSF" notices within any 12-month
period
Franchisee's obligations
on
termmation/nonrenewal
Article 14
You must cease use of our trademarks, de-identify, pay

all amounts due to us, and return the Manuals to us We
may, at our option, assiune all telephone numbers,
telephone
listings,
and
telephone
directory
advertisements for the Shop We may, at our option,
assume your lease and purchase certain Shop assets
You must, at our option, cancel or assign to us your
rights to any Internet websites or web pages or e-mail
addresses which contain our Propnetary Marks (See also
Page 27

Provision
Agreement
Summary
"r" below)
J
Assignment of contract
by franchisor
Section 12 1
"Transfer" by franchisee
- definition
Sections 12 2 , 12 3 ,
and 12 4
Includes transfer for convenience purposes, transfer of a

Non-Controlling Interest in the franchisee, transfer of
Controlling Interest ui the franchisee, or change in
ownership of the entity which owns the franchise
Franchisor's approval of
transfer by franchisee
Section 12 4
Transfers require our prior written consent, which will

not be unreasonably withheld
Conditions for
franchisor's approval of
transfer
Sections 12 3 and
124
Whether you are transferring Non-Controlling or

Controlling Interest, you must be m compliance with the
Franchise Agreement and all other agreements with us or
our affiliates You must also sign a general release, and
all of your monetaiy obligations to us must be satisfied
on or before the date of transfer You must pay the
applicable administration fee or transfer fee identified in
the Franchise Agreement
There are no restnctions on our nght to assign
With regard to a transfer of Controlling Interest to a thu-d

party, the new franchise owner must meet our current
qualifications, complete trainmg, sign our then-current
form of franchise agreement for the remainmg term,
refurbish the Shop, sign a guaranty and a general release,
pay the applicable transfer fee identified in the Franchise
Agreement, and, if applicable, the Extended Term Fee
Additional requirements apply to business entities (See
also "r" below )
n
Franchisor's right of first

refusal to acquire
franchisee's business
Franchisor's option to
purchase franchisee's
business
Section 12 8
Sections 14 4 and
14 5
We can match any offer for your business
Upon expu-ation or termination of your Franchise

Agreement, we have the option to purchase some or all
of your equipment, furnishings and fixtures The
purchase price for signs and equipment shall equal theunet book value (cost, less depreciation) or fair market
value, whichever is lower, the purchase price for useable
inventory shall equal to its invoiced cost to Franchisee,
and the purchase pnce for the premises shall be fau"
market value Fau- market value is determined by 2
appraisers, with each party selecting 1 appraiser, and the
Page 28

Provision
Agreement
Summary
average of their determinations constituting the bindmg

market value
p
Death or disability of
franchisee
Section 12 9
Same requirements as for transfer in "m" above, except

there is no transfer fee and we do not have a right of first
refusal If your interest is not transferred withm six
months following your (or a major member, partner or
shareholder's) death or legal incapacity, your Franchise
Agreement may be terminated
Non-competition
covenants during the
term of the franchise
Section 15 1
Neither you nor your owners may own, mamtain, advise,

operate, engage m, be employed by, make loans to, or
have any interest in or relationship or association with
any retail establishment providing hair-care services
(including haircutting, hair colormg, blow-drying, hair
styling, or hair washing services) at any location withm
the U S , Its temtories or commonwealths, or any other
country, province, state or geographic area in which we
or our affiliates have used, sought registration of or
registered the Proprietary Marks or similar marks or
operate or license others to operate a business under the
Proprietary Marks or similar marks, no diversion of any
present or prospective customer of ours to a competitor,
no solicitation of ours or any of our Affiliate's
management employees
'""'Your non-competition covenants will be mterpreted
and construed under the law in which your Shop is
located
Non-competition
covenants after the
franchise is terminated
or expnes
Section 15 2
Neither you nor your owners may own, maintain, advise,

operate, engage in, be employed by, make loans to, or
have any interest in any retail establishment providing
hair-care services (mcluding haircutting, hair coloring,
blow-drying, hair styling, or hau- washmg services) at
your former Shop location, or withm a five-mile radius of
your former Shop location, or withm a five-mile radius of
any other Drybar Shop location for a period of two years
following expnation, termination or transfer
**Your non-competition covenants will be mterpreted
located
Modification of the
agreement
Sections 18 1 and
182
Must be m writing and signed by all parties
Integration/merger
Sections 18 1 and
Only the terms of the Franchise Agreement and other

Page 29

Agreement
Provision
clause
Summary
182
related written agreements are bmding (subject to federal

law) Any representations or promises outside the
Disclosure Document and Franchise Agreement may not
be enforceable
Dispute resolution by
arbitration or mediation
Section 19 2
Claims, controversies or disputes from or relating to the

Franchise Agreement must be mediated, except for
actions seeking injunctive relief and actions we bnng
which are related to or based on our Proprietary Marks
or Confidential Information
Choice of forum
Section 19 2
Mediation at the AAA offices m Orange County,

California Venue for any other proceeding is the courts
in Orange County, Califomia (subject to applicable state
law)
Choice of law
Section 19 1
Subject to applicable state law, the Franchise Agreement

IS to be interpreted and construed under California law
(without giving effect to any conflict of law) except that
(1) your covenants not to complete will be interpreted
located, and (2) any law regulating the offer or sale of
franchises, busmess opportunities or similar interests or
governing the relationship between us and you will not
apply unless its jurisdictional requirements are met
independently
ITEM 18
PUBLIC FIGURES
We do not currently use any public figure to promote the franchise
ITEM 19
FINANCIAL PERFORMANCE REPRESENTATIONS
The FTC's Franchise Rule permits a franchisor to provide information about the actual or potential financial
performance of its ffanchised and/or franchisor-owned outlets if there is a reasonable basis for the information
and if the information is included in the disclosure document Financial performance information that differs
from tliat included in Item 19 may be given only if (1) a franchisor provides the actual records of an existing
outlet you are considering buying, or (2) a franchisor supplements the information provided in this Item 19, for
example, by providing information about possible performance at a particular location or under particular
circumstances
Page 30
ANNUAL GROSS SALES FOR FRANCfflSED SHOPS

FOR THE 2011.2012 and 2013 FISCAL YEARS
The table below reflects Gross Revenues data for 7 franchised Shops dunng each of the three 12 month penods
ending December 31,2011, December 31,2012 and December 31,2013 These Shops identified m each table
have been m operation for at least one year as of December 31,2013 and information on their open date is set
forth in the table This table excludes a single formerly franchised Shop in San Francisco, California that was
repurchased by our affiliate m 2013
Open Date
Shop 1
Shop 2
Shop 3
Shop 4
Shop 5
Shop 6
Shop 7
Month
February
April
July
October
November
October
November
Year
2011
2011
2011
2011
2011
2012
2012
2011
Gross
Revenues
2012
Gross
Revenues
2013
Gross
Revenues
$822,311
$464,759
$377,587
$129,924
$65,612
$1,174,070
$751,884
$908,201
$951,022
$706,668
$132,435
$170,660
$1,532,533
$854,369
$1,111,712
$1,235,850
$1,058,076
$679,136
$1,198,014
NOTES
(1)
This table reflects historic annual sales at our seven franchised Shops and was compiled from the
"Sales By Day" report that is collected and presented through our reservation system We believe the
information is accurate, but we have not audited or otherwise verified the information We do not know
whether the information was prepared m accordance with generally accepted accounting principles Written
substantiation of the data used in preparing the materials in this financial performance representation will be
made available to you upon reasonable request
(2)
The "Gross Revenues" columns mclude revenues from all services, retail product sales, gift
certificate/gift card redemptions, membership fees, and other revenues at or from the Shops included in each
table with the exception of sales taxes, gift certificate/gift card sales, tips, pre-payments received from payment
on file, and refunds ("Gross Revenues") We are providmg information solely based on Gross Revenues and
not profits Gross Revenues are not necessanly indicative of profits
(3)
This table does not reflect the cost of sales, operating expenses, or otlier costs or expenses that must be
deducted from the Gross Revenues figures to obtain net income or profit You should conduct an independent
investigation of the costs and expenses you will incur m operating your Franchised Shop Drybar franchisees
and former franchisees may be one source of this information The following is a list of the types of expenses a
Shop franchisee may incur
Labor costs, including payroll, taxes and benefits (which may include health and/or life
insurance, vacation, and pension plan contributions) for management and staff
Cost of goods sold, which includes wholesale cost of retail products that may be offered and sold
Occupancy costs, such as rent, utilities, trash collection, merchant association dues, and common
area charges
Recruiting and traming costs for management and staff
Page 31

Other costs for supplies, maintenance, and insurance (business, property and liability)
Royalty fees. Brand Fund contnbutions, and Local Store Marketing expenditures
Franchisee compensation over and above that earned from the operations of the business (such as
a salary that a franchisee may pay to himself/herself)
Voluntary employee benefits
Debt service
Bookkeeping and otliei professional services
The types of expenses, and the amount of costs and expenses are likely to vary between franchised Shops, from
market to market and from one type of Shop to another These may not be all of the expenses that a franchisee
may incur
(4)
The Drybar name has established name recognition in many of the markets in which we and our
franchisees conduct busmess, but not m all markets There is no assurance that future sales will correspond to
historic sales Drybar Shops achieve their level of sales after building customer goodwill at each particular
location
(5)
The hours and days of operation for Diybar Shops may vary from market to market and this may
impact Gross Revenues
(6)
The size and number of chairs existing at a Diybar shop may vary from Shop to Shop and this may
impact Gross Revenues
[CONTINUED ON THE FOLLOWING PAGE]
Page 32
AVERAGE GROSS SALES OF FRANCfflSE SHOPS EV THEIR FIRST TWELVE MONTHS OF

OPERATION AND ON A MONTHLY BASIS IN THEIR FIRST TWELVE MONTHS OF
OPERATION
This table reflects Average Gross Revenues of Franchise Shops in their First Twelve Months of Operation and
on aMonthly Basis m their First Twelve Months of Operation The table contauis information on 5 franchise
Shops that opened in 2011 and 2 franchise Shops that opened in 2012 This table excludes a single formerly
ffanchised Shop m San Francisco, California that was repurchased by our affiliate m 2013
Month
Average Gross Revenues
Month 1
Month 2
Month 3
Month 4
Month 5
Month 6
Month 7
Month 8
Month 9
Month 10
Month 11
Month 12
12 Month Total
$40,573
$67,083
$55,040
$62,128
$68,919
$69,870
$76,979
$64,919
$63,456
$76,495
$81,196
$85,125
$811,781
Number of Shops that

Meet or Exceed the
Average
3
3
4
4
2
3
2
3
4
4
4
3
4
NOTES
(1)
The information above reflects historic sales at franchised Drybar Shops and was compiled from the
information that is collected through our reservation system We believe the information is accurate, but we
have not audited or otherwise verified the information Written substantiation of the data used m prepanng the
materials in this financial performance representation will be made available to you upon reasonable request
(2)
The Average Gross Revenues columns include revenues from all services, retail product sales, gift
certificate/gift card redemptions, membership fees, and other revenues at or from the Shops included in each
table with the exception of sales taxes, gift certificate/gift card sales, tips, pre-payments received from payment
on file, and refunds We are providing information solely based on Gross Revenues and not profits Gross
sales are not necessarily indicative of profits The Gross Revenues figures in this fmancial performance
representation differs from those in the previous financial performance representation because it reflects Gross
Revenues earned within the first 12 months of operations based on opening date versus fiscal year
[CONTINUED ON THE FOLLOWING PAGE]
Page 33
AVERAGE GROSS SALES AND SELECTED COSTS AND EXPENSES FOR COMPANYAFFILIATED SHOPS DURING THEIR SECOND FULL YEAR OF OPERATIONS
The below table reflects the average Gross Sales and selected costs and expenses for 9 company-affihated
Shops during their second fiill year of operations beginning with the one-year anniversary of the opening of
each Shop and continuing through the two-year anniversary of the opening of each Shop The table includes
information on 7 Shops in California and 2 Shops in New York that have been operating for at least 24 months,
and excludes 20 company-affiliated Shops that have not been operating for at least 24 months as of December
31, 2013 and a single formerly ffanchised Shop in San Francisco, California that was repurchased by our
affiliate m 2013 Each Shop included in the table offered similar products and services as would generally be
offered by a typical Drybar Shop described in this disclosure document
Category
Gross Revenue
Dollar
Amount
Percentage of
Gross Revenues
$1,245,097
Number of Shops
that Meet or Exceed
the Average
5
$94,934
7 62%
Manager Wages
$59,052
4 74%
All other Labor Costs
$624,030
50 12%
Controllable Expenses
$96,801
7 77%
Occupancy Costs
$82,549
6 63%
Non-Controllable Expenses
$72,041
5 79%
Total Shop Consumables

Labor
Total Costs
Operating Profit (See Note 6)
$1,029,408
$215,689
4
17 32%
Average Number of Chairs per

Shop
10
Customers/Chair/Month
267
NOTES
(1)
"Total Shop Consumables" include hair care products and tools for services, hair care products and
tools for retail sales, and food and drink provided to our customers
(2)
"All other labor costs" mclude hourly wages for stylists, bartenders, and support staff It also mcludes
sales commissions, bonuses, overtune, call center costs, and payroll taxes
Page 34
(3)
"Controllable Expenses" include towel services, supplies/uniforms, cleaning & d^cor, technology,
meals for staff, postage, repairs & maintenance, utilities, marketing, travel, and training
(4)
"Occupancy Costs" include base rent, taxes, msurance, and common area maintenance costs
(5)
"Non-Controllable Expenses" include contributions to Brand Development Fund, merchant service
fees, bank fees, accounting/legal, insurance, licenses, and permits
(6)
Costs and expenses that are not included m the above table mclude additional certam and discretionary
costs and expenses such as royalty fees, costs to help recruit new stylists/employees, cost of Drybar products
for use on service or retail sales, interest payments on debt service, and federal and state taxes
A NEW FRANCHISEE'S FINANCIAL RESULTS ARE LIKELY TO VARY FROM THE
RESULTS STATED IN THIS FINANCIAL PERFORMANCE REPRESENTATION
Your Gross Revenues and your results will be affected by a vanety of factors including the following
prevailmg economic or market area conditions, demographics, geographic location, interest rates,
your capitalization level, the amount and terms of any fmancing that you may secure, the property
values and lease rates, your business and management skills, staff strengths and weaknesses, and
the cost and effectiveness of your marketing activities,
your own operational ability, which may include but is not limited to your expenence with
managing a business, your capital and financmg (including working capital), continual trammg of
you and your staff, customer service at your location and your business plan,
the location of your Shop, site critena, local household income, population, ease of ingress and
egress, inflatable equipment at your location, parking, the physical condition of your center, the
size of your location, the visibility of your location, the number of chairs, the visibility of your
location's signs, the quality of your staff and having the correct the quantity of staff among other
Items, and
the weather, the season and periodic marketing campaigns you run and those run by your
competitors
Other than the preceding financial performance representations, we do not make any other financial
peiformance representations 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, we may provide
you with the actual records of that outlet
If you receive any other financial performance information or projections of your future mcome, you should
report it to our management by contacting Sean Bock, Vice President of Franchismg, Drybar Franchismg LLC,
49 Discovery, Suite 150, Irvine, CA 92618, (602) 505-4325, the Federal Trade Commission and the
appropriate state regulatory agencies
Page 35
ITEM 20
OUTLETS AND FRANCHISEE INFORMATION
Table No 1
System-Wide Outlet Summary
For Years 2011 to 2013
Outlet Type
Franchised
Company
Owned
Total Outlets
Year
Outlets at the Start

of the Year
Outlets at the
End of the Year
Net Change
2011
+6
2012
+2
2013
2011
-1
+2
2012
17
+11
2013
17
28
+11
2011
12
+8
2012
12
25
+13
2013
25
35
+10
Note 1 One of our Affiliates, Drybar Pacific Palisades LLC, is a party to a joint venture transaction for one
Shop in California We treat this joint venture Shop as a company owned location for the purpose of this Item
20
Note 2 In 2013, Drybar Holdings bought the Drybar Shop m San Francisco from our franchisee, it converted
to a company-affiliated location
Table No 2
Transfers of Shops from Franchisee to New Owners (other than the Franchisor)
For years 2011 to 2013
State
Arizona
California
Georgia
Totals
Year
201!
Number of Transfers
0
2012
2013
2011
2012
2013
2011
2012
2013
2011
2012
2013
Page 36
Table No 3
Status of Franchised Outlets
State
Arizona
California
Georgia
Texas
Totals
Terminations
NonRenewals
Reacquired
by
Franchisor
Ceased
OperationsOther
Reasons
Outlets
at End
of the
Year
2013
2011
2012
2013
2011
2012
2013
2011
2012
2013
2011
2012
2013
Year
Outlets
at Start
of Year
Outlets
Opened
2011
2012
Note 1 One of our Affiliates, Drybar Pacific Palisades LLC, IS a party to a joint venture transaction for one
Shop in California We treat this joint venture Shop as a company owned location for the purpose of this Item
20
Table No 4
Status of Company Owned Outlets
State
California
District of
Columbia
Illinois
Year
Outlets at
Start of
Year
Outlets
Opened
Outlets
Reacquired From
Franchisees
Outlets
Closed
Outlets Sold to
Franchisees
Outlets at
End of the
Year
2011
2012
10
2013
10
17
2011
2012
2013
2011
Page 37
Maryland
Massachusetts
New York
Texas
Totals
2012
2013
2011
2012
2013
2011
2012
2013
2011
2012
2013
2011
2012
2013
2011
2012
12
17
2013
17
10
28
Table No S
Projected Openings
As of December 31,2013
Franchise Agreements
Signed But Outlet Not
Opened
0
0
Projected New Franchised

Outlets In the Next Fiscal
Year
0
0
Projected New CompanyOwned Outlets in the Next

Fiscal Year
0
3
Georgia
New York
Texas
Total
State
Arizona
California
Current Franchisees
Our list of franchisees is contained in Exhibit G
Former Franchisees
Except as set forth in in Exhibit G. we have no franchisees that we have termmated or for whom we have
refused to renew a franchise during our last fiscal year, or with whom we have not communicated during the 10
weeks preceding the date of this Disclosure Document
Page 38
If you buy this franchise, your contact mformation may be disclosed to other buyers when you leave the
system
Purchase of Prevtouslv-Owned Franchise
If you are purchasing a previously-ovmed franchised outlet, we will provide you additional mformation on the
previously-owned franchised outlet in an addendum to this Disclosure Document
Confidential itv Clauses
During the last three fiscal years, we signed agreements with franchisees that contain confidentiality clauses
that would restrict a franchisee's ability to speak openly about their expenence In some instances, current and
former franchisees sign provisions restricting their ability to speak openly about their experience with us You
may wish to speak with current and former franchisees, but be aware that not all of those franchisees will be
able to communicate with you
Franchisee Associations
We are not aware of any trademark-specific franchisee organization associated with our franchise
ITEM 21
Attached to this Franchise Disclosure Document as Exhibit E are (1) the audited balance sheets as of
December 31,2013 and 2012 and the related statements of operations, member's equity and cash flows for the
years ended 2013, 2012 and 2011, and (2) the interim unaudited balance sheet and related statements of
operations for the interim period ending September 30,2014
ITEM 22
CONTRACTS
Attached as Exhibit D to this Franchise Disclosure Document is a copy of the Franchise Agreement and the
following attachments to the Franchise Agreement
Attachment A
Attachment B
Attachment C
Attachment D-1
Attachment D-2
Attachment E
Attachment F
Attachment G
Attachment H

Entity Information
Limited Personal Guaranty and Undertaking
Confidentiality and Non-competition Agreement
ACH Authorization
Lease Addendum
Telephone Assignment Agreement
ITEM 23
RECEIPT
The last two pages of this Franchise Disclosure Document are detachable duplicate Receipts Please sign and
date both copies of the Receipt Keep one signed copy of the Receipt for your file and return to us the other
signed copy of the Receipt ITie Receipt page also contains the names, addresses, and telephone numbers of
our franchise sellers or brokers
Page 39
ADDENDUM TO DRYBAR FRANCfflSING LLC

FRANCfflSE DISCLOSURE DOCUMENT
FOR THE STATE OF CALIFORNIA
1
Item 3 of the Disclosure Document is supplemented by the following language

Neither we nor any person or franchise broker identified in Item 2 of the Disclosure Document is
subject to any currently effective order of any national securities association or national securities
exchange, as defined m the Securities Exchange Act of 1934,15 U S C A 78a et seq , suspendmg or
expelling such persons from membership in that association or exchange
Item 17 of the Disclosure Document is supplemented by the following language

California Business and Professions Code Sections 20000 through 20043 provide nghts to the
franchisee concerning termination or nonrenewal of a franchise If the Franchise Agreement contains
a provision that is inconsistent with the law, the law will control
The Franchise Agreement provides for termination upon bankruptcy This provision may not be
enforceable under federal bankruptcy law (11 U S C A Sec 101 et seq )
The Franchise Agreement contains a covenant not to compete which extends beyond the termination
of the agreement This provision may not be enforceable under California law
The Franchise Agreement requires you to waive your right to a trial byjuiy This provision may not be
enforceable under California law
The California Corporations Code, Section 31125 requires us to give you a disclosure document,
approved by the Department of Busuiess Oversight, pnor to a solicitation of a proposed material
modification of an existing franchise
You must sign a general release if you transfer your franchise California Corporations Code 31512
voids a waiver of your rights under the Franchise Investment Law (California Corporations Code
31000 through 31516) Business and Professions Code 20010 voids a waiver of your rights under
the Franchise Relations Act (Business and Professions Code 20000 through 20043)
You will not receive an exclusive territory You may face competition from other franchisees, from
outlets that we own, or from other channels of distribution of competitive brands that we control
3
THE CALIFORNIA FRANCHISE INVESTMENT LAW REQUIRES THAT A COPY OF ALL
PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE BE DELIVERED
TOGETHER WITH A COPY OF THE DISCLOSURE DOCUMENT
4
OUR WEBSITE fwww thedrvbar comi HAS NOT BEEN REVIEWED OR APPROVED BY THE
CALIFORNIA DEPARTMENT OF BUSINESS OVERSIGHT ANY COMPLAINTS CONCERNING THE
CONTENT OF THIS WEBSITE MAY BE DIRECTED TO THE CALIFORNIA DEPARTMENT OF
BUSINESS OVERSIGHT AT wwwdbo ca gov

State Specific Addenda
ADDENDUM TO DRYBAR FRANCfflSEVG LLC

DISCLOSURE DOCUMENT
FOR THE STATE OF ILLINOIS
The State Cover Page and Item 17 of this disclosure document are amended by adding the following
1
Any provision in the Franchise Agreement that designates jurisdiction or venue in a forum outside
Illinois IS void with respect to any action which is otherwise enforceable in Illinois, except that the
Franchise Agreement may provide for arbitration outside Illinois In addition, Illinois law will govem
the Franchise Agreement
Illinois Franchise Disclosure Act paragraphs 705/19 and 705/20 provide rights to you concemmg non
renewal and termination of the Franchise Agreement If the Franchise Agreement contains a provision
that IS inconsistent with the Act, the Act will control
Any release of clauns or acknowledgments of fact contained in the Franchise Agreement that would
negate or remove from judicial review any statement, misrepresentation or action that would violate
the Act, or a rule or order under the Act will be void and are deleted with respect to claims under the
Act
Section 41 of the Illinois Franchise Act states that "any condition, stipulation, or provision purporting
to bmd any person acquiring any franchise to waive compliance with any provision of this Act is
void " To the extent that any provision m the Franchise Agreement is inconsistent with Illinois law,
Illinois law will control

State Specillc Addenda

DISCLOSURE DOCUMENT
FOR THE STATE OF MARYLAND
1
Item 17, under the Summary column of parts (c) and (m), is amended to include the following
paragraph
A 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
2
Item 17, under the Summary column of part (h), is amended to include the following sentence
A provision in the Franchise Agreement that provides for termination on your bankruptcy
may not be enforceable under federal bankruptcy law (11 U S C Section 101 et seq 1
3
Item 17, under the Summaiy column of part (v), is modified to include the words "A franchisee may
bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure
Law"
4
Item 17 is amended to state that any claims arising under the Maiyland Franchise Registration and
Disclosure Law must be brought withm 3 years after the grant of the franchise


FOR THE STATE OF MICfflGAN
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
(A)
A PROfflBITION ON THE RIGHT OF A FRANCHISEE 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
PROVISION 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 FRANCHISE 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 TOCONDUCT 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
(F)
A PROVISION REQUIRING THAT ARBITRATION OR LITIGATION BE
CONDUCTED OUTSIDE THIS STATE THIS SHALL NOT PRECLUDE THE FRANCHISEE
FROM ENTERING INTO AN AGREEMENT, AT THE TIME OF ARBIIRATION, TO CONDUCT
ARBITRATION AT A LOCATION OUTSIDE THIS STATE

(G)
A PROVISION WHICH PERMITS A FRANCHISOR TO REFUSE TO PERMIT A
TRANSFER OF OWNERSHIP OF A FRANCHISE, EXCEPT FOR GOOD CAUSE THIS
SUBDIVISION DOES NOT PREVENT A FRANCHISOR FROM EXERCISING A RIGHT OF FIRST
REFUSAL TO PURCHASE THE FRANCHISE GOOD CAUSE SHALL INCLUDE, BUT IS NOT
LIMITED TO
(i)
THE FAILURE OF THE PROPOSED TRANSFEREE 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 OF THE PROPOSED TRANSFEREE TO AGREE IN
WRiriNG TO COMPLY WITH ALL LAWFUL OBLIGATIONS
(iv)
THE FAILURE OF THE FRANCHISEE OR PROPOSED TRANSFEREE TO
PAY ANY SUMS OWING TO THE FRANCHISOR OR TO CURE ANY DEFAULT IN THE
FRANCHISE AGREEMENT EXISTING AT THE TIME OF THE PROPOSED TRANSFER
(H)
A PROVISION THAT REQUIRES THE FRANCHISEE TO RESELL TO THE
FRANCHISOR ITEMS THAT ARE NOT UNIQUELY IDENTIFIED WITH THE FRANCHISOR
THIS SUBDIVISION DOES NOT PROfflBIT A PROVISION THAT GRANTS TO A FRANCHISOR
A RIGHT OF FIRST REFUSAL TO PURCHASE THE ASSETS OF A FRANCHISE ON THE SAME
TERMS AND CONDITIONS AS A BONA FIDE THIRD PARTY WILLING AND ABLE TO
PURCHASE THOSE ASSETS, NOR DOES THIS SUBDIVISION PROfflBIT A PROVISION THAT
GRANTS THE FRANCHISOR THE RIGHT TO ACQUIRE THE ASSETS OF A FRANCHISE FOR
THE MARKET OR APPRAISED VALUE OF SUCH ASSETS IF THE FRANCHISEE HAS
BREACHED THE LAWFUL PROVISIONS OF THE FRANCHISE AGREEMENT AND HAS
FAILED TO CURE THE BREACH IN THE MANNER PROVIDED IN SUBDIVISION (C)
(I)
A PROVISION WHICH PERMITS THE FRANCHISOR TO DIRECTLY OR
INDIRECTLY CONVEY, ASSIGN, OR OTHERWISE TRANSFER IIS OBLIGATIONS TO
FULFILL CONTRACTUAL OBLIGATIONS TO THE FRANCHISEE UNLESS PROVISION HAS
BEEN MADE FOR PROVIDING THE REQUIRED CONTRACTUAL SERVICES
THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE
ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION, OR
ENDORSEMENT BY THE ATTORNEY GENERAL
As to any state law described in this Addendum that declares void or unenforceable any provision
contained in the Franchise Agreement, Franchisor reserves the right to challenge the enforceability of the state
law by, among other things, bringing an appropriate legal action or by raising the claim m a legal action or
arbitration that you have initiated


FOR THE STATE OF MINNESOTA
The following is added to Item 17 of the Disclosure Document

Under Minnesota law and except m certain specified cases, we must give you 90 days' notice of
termination with 60 days to cure We also must give you at least 180 days' notice of its intention not to
renew a franchise, and sufficient opportunity to recover the fair market value of the franchise as a
going concern To the extent that the Agreement is inconsistent with the Minnesota law, the
Minnesota law will control
To the extent that any condition, stipulation or provision contained m the Agreement (including any
choice of law provision) purports to bind any person who, at the time of acquiring a franchise is a
resident of Minnesota, or, in the case of a partnership or corporation, organized or mcorporated under
the laws of Minnesota, or purporting to bind a person acqumng any franchise to be operated in
Minnesota to waive compliance with the Minnesota Franchises law, such condition, stipulation or
provision may be void and unenforceable under the nonwaiver provision of the Mmnesota Franchises
Law
Minn Stat 80C 21 and Minn Rule 2860 4400J prohibit us from requiring litigation to be conducted
outside Minnesota In addition, nothing in the Disclosure Document or Agreement can abrogate or
reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C, or your rights to any
procedure, forum, or remedies provided for by the laws of the jurisdiction Specifically, we cannot
require you to consent to us obtaming injunctive relief, however, we may seek such relief through the
court system
Minn Rule 2860 4400J prohibits us from requiring you to assent to a general release To the extent
that the Agreement requires you to sign a general release as a condition of renewal or transfer, the
Agreement will be considered amended to the extent necessary to comply with Mmnesota law

ADDENDUM TO DRYBAR FRANCHISING LLC

DISCLOSURE DOCUMENT
FOR THE STATE OF NEW YORK
1 Item 3, "Litigation" is hereby amended by deletmg the last paragraph in that Item and replacmg it with the
following language
"Except as described in this Item
Neither franchisor, its predecessor, a person identified in Item 2 above, or an affiliate offering
franchises under tlie franchisor's principal trademark has an administrative, criminal or civil action
pending against that person alleging a felony, a violation of a franchise, antitrust or secunties law,
fraud, embezzlement, fraudulent conversion, misappropriation of property, unfair or deceptive
practices or comparable civil or misdemeanor allegations, pending actions, other than routine litigation
incidental to the business, which are significant m the context of the number of franchisees and the
size, nature or financial condition of the franchise system or its business operation
Neither franchisor, its predecessor, a person identified in Item 2 above, or an affiliate offermg
franchises under the franchisor's principal trademark has been convicted of a felony or pleaded nolo
contendere to a felony charge or, within the ten-year period immediately preceding the application of
registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been
the subject of a civil action alleging violation of a franchise, antifraud or securities law, fraud
embezzlement, fiûdulent conversion or misappropriation of property, or unfair or deceptive practices
or comparable allegations
Neither franchisor, its predecessor, a person identified in Item 2 above, or an affiliate offering
franchises under the franchisor's principal trademark is subject to a currently effective injunctive or
restrictive order or decree relating to franchises or under any Federal, State or Canadian franchise,
securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending
action or proceeding brought by a public agency, or is subject to any currently effective order of any
national securities association or national securities exchange, as defined in the Securities and
Exchange Act of 1934, suspending or expelling such person from membership in such association or
exchange, or is subject to a currently effective injunctive or restrictive order relating to any other
busmess activity as a result of an action brought by a public agency or department, including, without
limitation, actions affecting a license as a real estate broker or sales agent"
2 Item 4, "Bankruptcy", is hereby deleted m its entuety and the following language substituted m lieu
thereof
"Neither franchisor, its affiliates, its predecessor, officers or general partner have dunng the 10-year
period immediately before the date of the offering circular (a) filed as a debtor (or had filed against
it) a petition to start an action under the U S Bankruptcy Code, (b) obtained a discharge of its debts
under the Bankruptcy code, or (c) was a pnncipal officer of a company or a general partner in a
partnership that either filed as a debtor (or had filed against it) a petition to start an action under the
U S Bankruptcy Code or that obtained a discharge of its debts under the U S Bankruptcy Code,
during or within I year after the officer or general partner of the franchisor, held this position m the
company or partnership "

State Specinc Addenda
3 Item 15, "Obligation to Participate in the Actual Operation of the Franchised Business", is supplemented
by the following language that will be deemed an integral part thereof
"If you are a corporation, partnership or other busmess entity, we do not require your manager to have
an equity interest m your Franchised Business "
4 Item 17, "Renewal, Termination, Transfer and Dispute Resolution", is supplemented, under the categories
entitled "Termination by Dealer" and "Assignment of Contract by Us" respectively, by the following language
that will be deemed an integral part thereof
Notwithstanding any rights you may have in the Franchise Agreement permitting you to termmate the
Agreement, the franchisee may also have additional rights to terminate the Franchise Agreement on
any grounds available by law
However, no assignment will be made except to an assignee who, in good faith and judgment of the
franchisor, is willing and financially able to assume the franchisor's obligations under the fi-anchise
agreement
The foregoing choice of law should not be considered a waiver of any right conferred upon the
franchisor or upon the franchisee by article 33 of the General Business law of the state of New York

Slate Specific Addenda

DISCLOSURE DOCUMENT
FOR THE STATE OF NORTH DAKOTA
1
Item 17(v) of this disclosure document is amended to reflect that the jury trial waiver provisions in the
Franchise Agreement are deleted in their entirety

State SpeciHc Addenda
ADDENDUM TO DRYBAR FRANCfflSBVG LLC

FOR THE STATE OF RHODE ISLAND
The following language will apply to Disclosure Documents issued in Rhode Island and be attached by
addendum to Agreements issued in the state of Rhode Island
If any of the provisions of this disclosure document (Risk Factor 1, Cover Page, and Item 17w) are
inconsistent with 19-28 1-14 of the Rhode Island Franchise Investment Act, which states that a provision in
an Agreement restricting jurisdiction or venue to a forum outside Rhode Island or requiring the application of
the laws of another state is void with respect to a claim otherwise enforceable under this Act, tlien said Rhode
Island law will apply


FOR THE STATE OF VIRGINIA
1
In recognition of the restrictions contained in Section 13 1-564 of the Virginia Retail
Franchising Act, Item 17 of the Franchise Disclosure Document for use in the Commonwealth of
Virgmia is amended as follows
Pursuant to Section 13 1-564 ofthe Virginia Retail Franchising Act, it is unlawful for a franchisor to
cancel a franchise without reasonable cause If any ground for default or termination stated in the
Franchise Agreement does not constitute "reasonable cause," as that term may be defined in the
Virginia Retail Franchising Act or the laws of Virginia, that provision may not be enforceable
Pursuant to Section 13 1-564 ofthe Virginia Retail Franchising Act, it is unlawful forafimichisorto
use undue influence to induce a franchisee to surrender any right given to him under the franchise If
any provision of the Franchise Agreement involves the use of undue influence by the franchisor to
induce a franchisee to surrender any rights given to him under the franchise, that provision may not
be enforceable
Any securities offered or sold by the franchisee as part of the Games2U Business must either be
registered or exempt from registration under Section 13 1-514 of the Vu-ginia Securities Act

State SpeciHc Addenda

FOR THE STATE OF WASHINGTON
The state of Washington has a statute, RC W 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 may also 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
In any arbitration involving a franchise purchased in Washington, the arbitration site shall be either in
the state of Washington, or in a place mutually agreed upon at the time of the arbitration, or as
determined by the arbitrator
In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection
Act, Chapter 19 100 RCW shall prevail
A release or waiver of rights executed by a franchisee shall not include rights under the Washmgton
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 mdependent 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 a s right to a jury trial may not be enforceable
Transfer fees are collectable to the extent that they reflect the franchisor's reasonable estimated or
actual costs in effecting a transfer

EXHIBrr A TO DRYBAR
TABLE OF CONTENTS OF MANUALS

Exhibit A
TABLE OF CONTENTS
# of Pages
Total Number of Pages
225
bar
DRYBAR FRANCfflSE OPERATIONS MANUAL
PREFACE OF MANUAL (9 Pages)

The Manual Organization
The Purpose of this Manual
The Importance of Confidentiality
Keeping the DRYBAR Franchise Operations Manual Current
Submitting Suggestions to Drybar Franchising LLC
Manual Disclaimer
A
INTRODUCTION (17 Pages)

Welcome Letter from the Founders A-1
Histoiy of DRYBAR A-3
Mission Statement A-5
Creating the DRYBAR Spirit A-6
Protected Territory A-7
Services Provided to the DRYBAR Franchisee A-8
Responsibilities of the DRYBAR Franchisee A-10
Visits from the Corporate Office A-12
Paying Other Fees A-14
PRE-OPENING PROCEDURES (34 Pages)

Introduction B-1
Pre-Opening Checklist B-2
Developmg Your Shop B-4
Site Selection Criteria
Space Requirements
Lease Considerations

Franchise Disclosure Document (2014
Exhibit A
Building Out the Shop B-7

Workmg with an Architect
Decor Specifications
Required List of Equipment B-10
Initial Inventory B-12
Signage and Logo Specifications B-14
Contracting with Requu-ed Utilities and Services B-17
Obtaining Required Licenses, Certifications, and Permits B-19
Setting Up Bank Accounts B-21
Signing up with ONEPOINTBPO B-22
Procuring Requu-ed Insurance Policies B-24
Meeting Your Tax Obligations B-27
Conducting a Grand Openingparty and other events B-31
C
HUMAN RESOURCES (63 Pages)

Introduction C-I
EEOC Guidelmes in Hinng Employees C-2
Wage and Labor Laws C-7
Immigration Reform Act C-11
1-9 Form Requirement
Working with Independent Contractors C-14
Human Resources (continued)

Profile of the Ideal DRYBAR Employee D-16
Job Descriptions D-18
Manager
Receptionist
Stylists
Cashiers
Barbacks
Recruiting Employees D-24
Getting the Word Out
Reference Check Procedures
Required Licenses/Certifications
The Interview Process D-27
Planning for Interviews

Exhibit A
Sample Interview Questions

Testing Procedures/Technical Interview
Hiring on a Trial Period D-31
Orienting New Employees D-32
Establishing Personnel Files
Overview of the Operation
Training Employees D-35
Initial Training for all positions
Ongoing Training
Personnel Policies D-42
Managing Personnel D-45
Management Guidelines
Importance of Communication
Hosting Staff Meetings
Developing Staff
Creating the Right DRYBAR Culture
Time-Tracking Procedures D-51
Uniform and Dress Code D-52
Conducting Performance Evaluations D-54
Progressive Discipline Procedures D-57
Separation/Termination Procedures D-61
E
SHOP OPERATING PROCEDURES (80 Pages)

Introduction E-1
Suggested Hours of Operation E-2
Daily Procedures E-4
Openmg ProceduresÂppearance Standards
Closing Procedures
Ongoing Tasks
Customer Service Procedures E-9
Customer Service Philosophy
Cancellation Policy
Handling Customer Complaints
Handling Refund Requests

Exhibit A
Setting Appointments E-14

Online
In Person
Walk-Ins
Menu E-17
Approved Styles
Quality Standards
Happy Hour
Brunch
Service Protocols E-27
Checkmg Clients In
Performing the Service
Checking Clients Out
Service FAQ's
Special Events DE-37
Private Parties
Dry on the Fly
Dry Pro
Selling Retail Products E-42
Usmg The Playlist Generation music program E-44
F
SHOP OPERATING PROCEDURES (continued)

Bartabs/Membership Programs F-46
The Regular
Barfly
Providmg Service to Members/franchisees' responsibilities
Selling Memberships
Using Spabooker F-51
Transacting Sales F-53
Accepting Payment
Accepting Gift Certificates
Generating Necessary Reports F-55
Banking Procedures F-58
Franchise Reporting Requirements F-59
Royalty Payment

Exhibit A
Making Your Advertising Contribution

Inventory Management F-63
Ordering Products
Using Designated and Approved Sources of Supply
Receiving Procedures
Conducting Physical Inventory
Required Store Cleaning and Maintenance F-69
Daily Cleaning and Maintenance
Weekly Cleaning and Maintenance
Monthly Cleaning and Maintenance
Security Issues F-73
Robbery
Burglary
Internal Theft
Safety Issues F-76
Customer Incidents
Employee Accidents
Accident Reporting
Fire Safety Plan
G
MARKETING AND ADVERTISING (23 Pages)

Promoting DRYBAR in Your Area G-I
Use of Media
Guidelines for Using DRYBAR Marks
Using Referrals to Build Business
Using Promotional Matenals
Using Social Mediawebsite, blogging, tweetmg, Groupon G-9
Movies and Licensing Rights G-14
Required Advertising Expenditures G-16
System-wide Advertising Contribution
Local Advertismg Requirement
Grand Openmg Advertising Requu-ement
Public Relations/Community Involvement G-18
Obtaining Advertising Approval G-21

Exhibit A
EXfflBIT B TO DRYBAR
LIST OF STATE ADMINISTRATORS

Exhibit B
V3
STATE ADMBVISTRATORS
CALIFORNIA
Commissioner of Business Oversight
320 West 4*^ Street, Suite 750
Los Angeles, California 90013
(213) 576-7505 or (866) 275-2677
HAWAII
Depardnent of Commerce and Consumer Affairs
Business Registration Division
335 Merchant Street, Room 203
Honolulu, Hawaii 96813
ILLINOIS
Illinois Attorney General
500 South Second Street
Springfield, Illinois 62706
INDIANA
Secretaiy of State
302 West Washington, Room E-111
Indianapolis, Indiana 46204
MARYLAND
Office of the Attorney General
Division of Securities
200 St Paul Place
Baltimore, Maryland 21202-2020
MICHIGAN
Consumer Protection Division
Antitrust and Franchise Section
G Mennen Williams Building, f Floor
525 W Ottawa Street
Lansing, Michigan 48913
MINNESOTA
Commissioner of Commerce
85 7th Place East, Suite 500
St Paul, Minnesota 55101
NEBRASKA
Nebraska Department of Banking and Finance
1526 K Street, Suite 300
P O Box 95006
Lincoln, Nebraska 68509-5006
NEW YORK
New York Department of Law
Bureau of Investor Protection and Securities
120 Broadway, 23''' Floor
New York, New York 10271

NORTH DAKOTA
Securities Commissioner
State of North Dakota
600 East Boulevard, Fifth Floor
Bismarck, North Dakota 58505
OREGON
Director
Department of Consumer and Business Services
Division of Finance and Corporate Securities
Labor and Industries Building
Salem, Oregon 97310
RHODE ISLAND
Director of Business Regulation
1511 Pontiac Avenue
John O Pastore Complex - Building 69-1
Cranston, Rhode Island 02920
SOUTH DAKOTA
Department of Labor and Regulation
445 E Capitol Avenue
Pierre, South Dakota 57501-3185
TEXAS
Statutory Document Section
Secretary of State
P O Box 12887
Austin, Texas 78711
VIRGINIA
State Corporation Commission
Division of Securities and Retail Franchising
1300 East Mam Street, 9"' Floor
Richmond, Virginia 23219
WASHINGTON
Department of Fmancial Institutions
Securities Division
150 Israel Road, SW
Tumwater, Washington 98503
WISCONSIN
Department of Financial Institutions
PO Box 1768
Madison, Wisconsin 53701 or
345 W Washington Avenue, 4"" Floor
Madison, Wisconsin 53703
Exhibit B
EXHIBIT C TO DRYBAR
LIST OF AGENTS FOR SERVICE OF PROCESS

Exhibit C
LIST OF AGENTS FOR SERVICE OF PROCESS

CALIFORNIA
Commissioner of Business Oversight
Department of Business Oversight
320 West 4'" Street, Suite 750
Los Angeles, California 90013
HAWAH
Commissioner of Securities
Department of Commerce and Consumer Affairs
335 Merchant Street, Room 203
Honolulu, Hawaii 96813
ILLINOIS
Illinois Attorney General
500 South Second Street
Springfield, Illinois 62706
INDIANA
Indiana Secretary of State
201 State House
200 West Washington Street
Indianapolis, Indiana 46204
NORTH DAKOTA
State of North Dakota
600 East Boulevard, Fifth Floor
Bismarck, North Dakota 58505
OREGON
Director
Department of Consumer and Business Services
Division of Finance and Corporate Securities
Labor and Industries Building
Salem, Oregon 97310
RHODE ISLAND
Director of Department of Business Regulation
1511 Pontiac Avenue
John O Pastore Complex - Building 69-1
Cranston, Rhode Island 02920
SOUTH DAKOTA
Du-ector of Division of Securities
445 East Capital Avenue
Pierre, South Dakota 57501-3185
MARYLAND
Maryland Division of Securities
200 St Paul Place
Baltimore, Maryland 21202-2020
VIRGINIA
Clerk of tlie State Corporation Commission
1300 East Mam Street, U* Floor
Richmond, Virginia 23219
MICHIGAN
Department of Labor & Economic Growth
Commercial Services and Corporations Bureau
611 W Ottawa Street
Lansing, Michigan 48909
WASHINGTON
Director of Fmancial Institutions
Securities Division
150 Israel Road, S W
Tumwater, Washington 98503
MINNESOTA
Commissioner of Commerce
85 7"^ Place East, Suite 500
St Paul, Minnesota 55101
WISCONSIN
Commissioner of Securities
345 W Washington Avenue, 4''' Floor
Madison, Wisconsm 53703
NEW YORK
Secretary of State of the State of New York
41 State Street
Albany, New York 11231

Exhibit C
EXHIBIT D TO DRYBAR
FRANCHISE AGREEMENT

Exhibit D
V3
drybar
DRYBAR
FRANCfflSE AGREEMENT

Franchise Agreement | 2014
Exhibit D
V3
SUMMARY PAGES
EFFECTIVE DATE
FRANCHISEE
FRANCHISEE'S
ADDRESS FOR NOTICES
TELEPHONE NUMBER
FACSIMILE NUMBER
E-MAIL ADDRESS
SITE SELECTION AREA
SITE SELECTION DATE
INITIAL FRANCHISE FEE
$50,000 payable upon execution of this Franchise Agreement
ROYALTY FEE
7% of Gross Revenue
BRAND DEVELOPMENT FUND

CONTRIBUTION
An amount not to exceed 3% of Gross Revenue per month,

currently 1 5% of Gross Revenue
LOCAL ADVERTISING
REQUIREMENT
At least $750 or 1% of Gross Revenue per month (whichever is

greater)
GRAND OPENING
ADVERTISING
$_
ADMINISTRATION FEE
(TRANSFER OF NONCONTROLLING INTEREST)
$1,000
. (refer to Section 9 2)
TRANSFER FEE (TRANSFER OF

CONTROLLING INTEREST)
50% of our then-current initial franchise fee if transferring to an

existing DRYBAR franchisee, 75% of our then-current initial
franchise fee, if transferring to new franchisee entering the
system
FRANCHISOR ADDRESS FOR

NOTICES
DRYBAR FRANCfflSING LLC

49 Discovery, Suite 150
Irvine, CA 92618
Franchisor Initials
Franchisee Initials
V3

FRANCHISE AGREEMENT
TABLE OF CONTENTS
ARTICLE
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
IS
19
PAGE
GRANT
TERM
SITE SELECTION, CONSTRUCTION, SHOP LOCATION
FEES
TRAINING AND ASSISTANCE
PROPRIETARY MARKS AND COPYRIGHTS
SYSTEM, MANUALS, AND INFORMATION
ADVERTISING AND MARKETING
COMPUTER SYSTEM, ACCOUNTING AND RECORDS, TAXES
INDEPENDENT CONTRACTOR, INSURANCE AND INDEMNIFICATION
TRANSFER OF INTEREST
DEFAULT AND TERMINATION
POST TERMINATION OBLIGATIONS
COVENANTS
REPRESENTATIONS
NOTICES
CONSTRUCTION
APPLICABLE LAW, DISPUTE RESOLUTION
Attachments
State Specific Amendment
Attachment A
Attachment B
Attachment C
Attachment D-1
Attachment D-2
Attachment E
Attachment F
Attachment G
Attachment H
1
2
2
4
6
7
11
12
13
16
17
18
21
23
24
25
26
27
28

Entity Information
Limited Personal Guaranty and Undertaking
Confidentiality and Non-competition Agreement
ACH Authorization
Lease Addendum
Telephone Assignment Agreement

V3

THIS FRANCHISE AGREEMENT (the "Agreement") is made and entered into as of the Effective Date
reflected in the Summary Pages (the "Effective Date") by and between DRYBAR FRANCHISING LLC, a
Delaware limited liability company, ("Franchisor"), and the franchisee identified m the Summary Pages
(referred to in this Agreement as "you" or "Franchisee")
A
Franchisor has acquired the license to use and to sublicense the use of an upscale Shop ("Shop") that
offers hairstyling services in a spa-like setting and also hairstyling services provided at off-site locations using
a proprietary business format and system (the "System")
B
The distinguishing characteristics of the System include, without limitation, a strong brand image,
education and training program, blow-dry hair styling procedures, customer service standards and procedures,
membership programs and gift certificate programs, advertising and marketing specifications and requirements,
and other standards, specifications, policies and procedures, all of which may be changed, improved, and
further developed by Franchisor from time to time
C
The System is identified by means of certain trade names, service marks, trademarks, logos, emblems,
and indicia of origin, including, but not limited, to the mark "DRYBAR" and such other trade names, service
marks, and trademarks as are now designated and may hereafter be designated by Franchisor in writing for use
in connection with the System (the "Proprietary Marks")
D
You have applied for a franchise to operate a Shop using the System and Proprietary Marks (the
"Franchised Business") and Franchisor desires to grant you such rights, all pursuant to the terms and
conditions of this Agreement
NOW, THEREFORE, in consideration for the mutual premises contained in this Agreement, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows
1
GRANT
I 1
Grant
1 1 1 Franchisor grants to you the right to use the System and Proprietary Marks solely in
connection with the operation of the DRYBAR Franchised Business, and you accept the right and undertake
the obligation, all according to the terms and conditions contained m this Agreement
1 1 2 This franchise includes only the right (a) to use the System and Proprietary Marks in
connection with the retail sale of authorized products and services at the Shop location identified or to be
identified in Attachment B, and (b) to use the Proprietary Marks to advertise and promote the Shop
1 1 3 This Agreement specifically grants you no right, among others, to (a) sublicense the use of the
System or Proprietary Marks, (b) to co-brand with another concept, or (c) to sell or distribute DRYBAR
products through wholesale channels, for example, to other Shops or retailers, or directly to the public through
alternate retail channels, such as mail order, catalog sales, or Internet sales
12
Protected Area During the term of this Agreement, Franchisor shall not own or operate, or grant
anyone else the right to operate a full-size Drybar Shop within the Protected Area identified in Attachment B
13
Reservation of Rights
1 3 1 Franchisor reserves to itself all other rights in and to use the Proprietary Marks including (a)
the right to own and operate and to grant others the right to own and operate Shops outside the Protected Area,
regardless of their proximity to the Protected Area, and (b) the right to distribute products and services
identified by the Proprietary Marks, such as private-label products, through alternativechannels of distribution
including via retail, mail order, mail or online catalog, the Internet aiid/or the provision of at-home or mobile
V3
hairstyling services provided at off-site locations via our Dry on the Fly program or any similar non-Shop
program
132
You acknowledge and agree that Franchisor's stylists and stylists employed by or affiliated
with other franchisees may perform hairstyling services anywhere, at a customer's request, mcludmg inside
your Protected Area Neither Franchisor nor any franchisee is required to compensate you on account of
services performed in your Protected Area
14
Right to Operate Businesses Under Different Proprietarv Marks Nothmg in this Agreement prohibits
or restricts Franchisor from (a) owning, acquiring, establishing, operating, or granting franchise rights for one
or more other businesses under a different trademark or service mark (i e, a mark other than DRYBAR),
whether or not the business is the same as or competitive with Drybar Shops, or (b) owning, operating, or
franchising one or more businesses offenng products or services other than hair care services (for example,
massage services or permanent make up services) under the name DRYBAR or some derivative of the
Proprietary Marks
2
TERM
21
Term The term of this Agreement shall begin on tlie Effective Date and shall expire, unless earlier
terminated, on the lO* anniversaiy of the Effective Date
22
Successor Terms You may renew the franchise granted by this Agreement for two consecutive fiveyear terms if, at the end of each leading term, each of the following conditions has been satisfied
2 2 1 You have notified Franchisor of your intent to renew the franchise no less than 180 days and
no more than 12 months prior to expiration of the then-current term,
2 2 2 You are not in default of any material provision of this Agreement and you have complied
with the material terms and conditions of this Agreement throughout the term,
223
suppliers,
You have satisfied all monetary obligations owed to Franchisor, its Affiliates and third party
2 2 4 You have renovated and refurbished the Shop premises so that they reflect Franchisor's thencurrent image, trade dress, equipment, and furnishings requirements,
2 2 5 You have demonstrated to Franchisor's satisfaction that you have the right to remam m
possession of the Shop premises, or you have secured an alternate site with Franchisor's prior approval,
226
You comply with the then-current qualifications and training requirements,
2 2 7 You sign Franchisor's then-current form of franchise agreement, the terms of which may be
materially different than the terms of this Agreement, and each Owner executes a personal guaranty and
undertaking in the form Franchisor prescnbes, and
2 2 8 You and each Owner sign a general and full release in favor of Franchisor and its Affiliates,
and their respective, officers, directors, shareholders, members, managers, employees, and agents, of any
claims arising out of or related to the franchise relationship mcludmg the offer and sale of DRYBAR
franchise opportunity
3
SITE SELECTION, CONSTRUCTION, SHOP LOCATION
31
Site Selection You must have identified and the site must have been accepted for the Shop by the
"Site Selection Date" identified in the Summary Pages The site must be located within the Site Selection
Area identified m the Summary Pages, must meet Franchisor's then-current site selection criteria, and must
otherwise be mutually acceptable to you and to Franchisor Franchisor may require that you use the services of
a designated tenant-representative consultant/broker to assist you in site selection, m its sole discretion If you
do not use a designated tenant-representative consultant/broker to assist you in site selection. Franchisor will
V3
provide you with certain site selection assistance and visit you one or more times to assist you in finding
suitable sites or to evaluate sites that you have identified You will pay Franchisor for time expended on site
selection assistance at the then currently hourly rate and also pay or reimburse to Franchisor its out-of-pocket
expenses incurred in providing the site selection assistance, including costs of transportation, lodging, and
meals Ultimately, ensurmg that your site-selection process is completed on time is solely your responsibility
32
Franchise Site Application For each proposed site that you identify, you must deliver to Franchisor a
completed franchise site application in a form Franchisor prescribes, including such information about the site
as Franchisor may reasonably request to perform its evaluation This information may include, among other
things, a description of the proposed site, demographic and psychographic characteristics, traffic patterns,
parking, character of the neighborhood, competition from other businesses m the area, the proxunity to other
businesses, the nature of other businesses in proximity to the site, and other commercial characteristics
(including the purchase pnce, rental obligations, and other lease terms for the proposed site) and the size,
appearance, other physical characteristics, and a site plan of the premises Franchisor will approve or refuse to
approve a proposed site within 30 days after the receipt of these documents and any additional information as
Franchisor may reasonably require Franchisor's failure to provide notification within this time period shall not
be considered either approval or disapproval The parties acknowledge and agree that Franchisor's site
approval is not an assurance that the Shop will achieve a certain sales volume or level of profitability, it
means only that the proposed site meets Franchisor's minimum criteria for Drybar Shops
33
Lease If you will occupy the Franchised Location under a lease with a third-party landlord.
Franchisor shall have the right to approve the lease terms, and the lease shall not be signed until it has been
reviewed and approved by Franchisor The parties acknowledge and agree that Franchisor's approval of a
lease does not mean that the economic terms of the lease are favorable, it means only that the lease
contains the lease terms that Franchisor requires The lease must also contam the terms reflected in
Attachment F. including Franchisor's option to assume the lease in the event of expiration or termination of
this Agreement The lease must be completed on or before the Site Selection Date, and you shall provide to
Franchisor a fiilly executed copy of the lease within 10 days after its execution
34
Shop Design and Build Out You shall follow Franchisor's procedures for the Shop construction and
build out, shall construct and build out the Shop according to Franchisor's standards and specifications for
design, decor and layout, and shall equip the Shop according to Franchisor's requirements for fixtures,
furnishings, equipment, interior and exterior signage, artwork and graphics, and awnings Franchisor will
require that you use the services of our designated architect for the design of your Shop You are solely
responsible for obtaming all government approvals, zoning classifications, permits, and clearances related to
the Shop, and for complying with applicable requirements of the Americans with Disabilities Act During
construction, you must maintain general liability and property damage insurance of the type and with the limits
Franchisor requires, protecting you. Franchisor, and its Affiliates, and then- respective partners, shareholders,
directors, members, manager, agents, and employees Such policy or policies shall be wntten by a responsible
insurer or insurers acceptable to Franchisor and shall contain a waiver of subrogation m favor of Franchisor
and Its Affiliates, and their respective partners, shareholders, du-ectors, members, managers, agents, and
employees You shall notify Franchisor in writing when construction begins, and thereafter shall provide a
monthly progress report Franchisor reserves the right to conduct up to two on-site inspections during the
construction of the Shop and charge you a fee and seek reimbursement for out-of-pocket expenses related to
such on-site inspections
35
Opening
3 5 1 You must open the Shop for busmess no later than the one-year anmversaiy of the Effective
Date identified in the Summary Pages
352
You may open the Shop for business only with prior written permission of Franchisor

V3
3 5 3 Franchisor will grant permission to open only if (a) all amounts due Franchisor under this
Agreement have been paid, (b) the Shop has been constructed and equipped according to Franchisor's
standards and specifications, (c) all of your pre-openmg and trainmg obligations have been satisfied, (d)
Franchisor has received from you a signed ACH Authorization (Attachment E\ (e) Franchisor has received
from you a fiilly executed copy of your Shop lease containing the mandatory lease terms described in
Attachment F. (f) Franchisor has received from you certificates of insurance as required by Article 11, and (g)
you are otherwise in good standing under this Agreement
36
Relocation You may relocate the Shop only with Franchisor's prior written consent Franchisor will
grant its consent if your lease expires or terminates through no fault of yours, or if the Shop premises is
destroyed or materially damaged by fire, flood, or other natural catastrophe (an "Innocent Loss or Casualty")
and you are not in default of this Agreement or any other agreement between you and Franchisor or its
Aflfi hates Selection of the relocation site and Shop construction, renovation, and opening shall be governed by
this Article 3, provided that if the relocation occurred as a result of an Innocent Loss or Casualty event, the
Shop must be open for business at the new location within nine months of closing at the previous location,
however, if the relocation occurred for any other reason, the Shop must be open for business at the new
location within five days of closing at the previous location You are solely responsible for all relocation costs
and expenses and shall reimburse Franchisor for all relocation costs and expenses that it incurs (including
realtor fees, architect fees, and legal fees) m connection with the relocation of your Shop
4
FEES
41
Initial Franchise Fee Upon execution of this Agreement, you shall pay Franchisor an Initial Franchise
Fee in the amount specified in the Summary Pages, which is deemed fully earned and nonrefundable upon
payment
42
Rovaltv Fee During the term of this Agreement, you shall pay to Franchisor a nonrefundable and
continumg Royalty Fee in the amount specified in the Summary Pages for the right to use the System and the
Proprietary Marks
43
Other Fees and Pavments In addition to all other payments provided in this Agreement, you shall pay
Franchisor and its Affiliates promptly when due
4 3 1 AllamountsadvancedbyFranchisororwhichFranchisorhaspaid,orforwhichithasbecome
obligated to pay on your behalf for any reason whatsoever
4 3 2 The amount of all sales taxes, use taxes, personal property taxes and similar taxes, which shall
be imposed upon you and required to be collected or paid by Franchisor (a) on account of your Gross Revenue,
or (b) on account of initial franchise fees, royalty fees or advertising fees collected by Franchisor from you (but
excluding ordinary income taxes) Franchisor, in its discretion, may collect the taxes m the same manner as
Royalty Fees are collected and promptly pay the tax collections to the appropriate governmental authority,
provided, however, that unless Franchisor so elects, it shall be your responsibility to pay all sales, use or other
taxes now or hereinafter miposed by any governmental authorities on initial franchise fees, royalty fees and
advertising fees
4 3 3 Amounts due relating to your participation in marketing programs pursuant to Sections 9 4
and 9 5 of this Agreement
4 3 4 All amounts due for any reason, including on account of purchases of Private Label Products,
supplies or services relating to the Franchised Business and/or participation in our call center program, our
facility management provider program, our quality assurance and mystery shop programs and such other
programs that Franchisor may initiate from time to time
435
The Technology Fee described m Section 10 2

Franchise Agreement| 2014
V3
44
No Set-Ofif Rights You may not set off, deduct or otherwise withhold any fees or other amounts due
Franchisor under this Agreement on the grounds of alleged nonperformance by Franchisor of any of its
obligations or for any other reason Withholding royalties or any other amounts due Franchisor is a material
breach of this Agreement
45
Payment Terms All payments required by this Agreement shall be paid within the time Franchisor
specifies, provided that such day is a Business Day (the "Due Date") If the Due Date is not a Business Day,
then payment shall be due on the next Business Day
46
Payment Procedures Franchisor shall determine the amount of the Royalty Fee, Brand Development
Fund Fee, and other amounts due under this Agreement by accessing and retneving Gross Revenue data from
your computer system, as permitted by Article 10, and shall provide notice to you (each a "Fee Notice") statmg
the applicable Royalty Fee, Brand Development Fund Fee, and other fee amount, if any, no later than the Due
Date If you wish to dispute the amount, you shall deliver to Franchisor written notice of the dispute, along
with all evidence that supports your claim within two Business Days following delivery of the Fee Notice On
each Due Date, Franchisor will transfer from your commercial bank operating account ("Account") the
undisputed amount of fees reflected in the Fee Notice If you have not reported Gross Revenue for any
reporting period, or if Franchisor determines that you have underreported Gross Revenue, Franchisor also has
the nght to transfer from the Account, at its option, an estunated payment, plus interest, which payment may be
based on the Shop's historical performance and/or the amount of your purchases of required products Any
overpayment will be credited against future payments due under this Agreement
47
Electronic Fund Transfer You shall participate in Franchisor's then-current electronic funds transfer
program authorizing Franchisor to use a pre-authorized bank draft system You shall (a) comply with
Franchisor's procedures, as specified in the Manuals or otherwise m writing, (b) perform those acts and sign
and deliver those documents as may be necessary to accomplish payment by electronic funds transfer as
described m this Section 4 7 , (c) give Franchisor an authorization in the form designated by Franchisor to
initiate debit entries and/or credit correction entries to the Account for payments of the Royalty Fee, Brand
Development Fund Fee and other amounts payable under this Agreement, including any interest charges, and
(d) make sufficient fiinds available in the Account for withdrawal by electronic funds transfer no later than the
Due Date for each payment thereof Notwithstanding the provisions of this Article 4, Franchisor reserves the
right to modify, at its option, the method by which you pay the Royalty Fee, Brand Development Fund Fee and
other amounts owed under this Agreement upon receipt of written notice by Franchisor Your failure to have
sufficient funds in the Account is a material breach of this Agreement
48
Interest. Nonsufficient Funds Charge Any payments not received by Franchisor by the Due Date will
accrue interest at the rate of 18% per annum or the highest lawful interest rate permitted by the jurisdiction in
which the Shop operates, whichever is less If any check, draft, electronic or otherwise, is returned for
insufficient ftmds, you shall pay to Franchisor a nonsufficient funds charge in the amount of the then current
fee, which is currently $100 and reimburse Franchisor for all expenses that it incurs on account of such
nonsufficient funds
49
Partial Pavments, Application of Pavments If you pay less than the amount due, your payment will be
considered a partial payment on account Franchisor may accept such payment as a partial payment,
irrespective of any endorsement or other statement that the payment constitutes full payment Franchisor's
acceptance of such partial payment will not be considered a waiver of any of its right to demand or receive full
payment, and you hereby waive any estoppel defense m this regard Franchisor may apply your payments to
any mdebtedness, in its sole and reasonable discretion, regardless of any designation that accompanies the
payment

V3
4 10 Payment of Taxes To the extent that any sales, excise, or similar taxes are imposed on payments for
goods or services provided by Franchisor, you shall pay such taxes
4 11
Collection Costs and Expenses You shall pay Franchisor on demand any and all costs and expenses
incurred by Franchisor m enforcing the terms of this Agreement includmg, without limitation, collecting any
monies that you owe to Franchisor These costs and expenses include, without limitation, costs and
commissions due a collection agency, reasonable attorneys' fees, costs incurred m creating or replicating
reports demonstrating Gross Revenues of the Shop, court costs, expert witness fees, discovery costs and
reasonable attorneys' fees and costs on appeal, together with interest charges on all of the foregoing
5
TRAINING AND ASSISTANCE
51
Initial Training Before you may open the Shop for business, your Operating Partner must attend and
complete to Franchisor's satisfaction Franchisor's mitial trainmg program The mitial traming program will take
place at a location and time that Franchisor designates, generally six weeks prior to the Shop opening The
Operatmg Partner, as well as two other trainees, may attend Franchisor's initial training program without charge
At your request, Franchisor may permit additional individuals to attend the same training program, subject to
space availability and payment of Franchisor's then-current tuition You are responsible for all costs and
expenses of complying with Franchisor's training requirements including, without limitation, tuition and
registration costs, and salaiy, travel, lodging, and dining costs for all of your employees who participate m the
training
52
Shop Opening Assistance
5 2 1 Before the Shop opens for business. Franchisor's representative will assist with the training of
your stylists with respect to our operating procedures, standards, and styles, at your Shop location for a period
of up to two days (actual length of time will be determined at Franchisor's discretion)
5 2 2 Should Franchisor deem it necessaiy. Franchisor's representative will provide up to three
days' of additional on-site assistance during the 45-day period after your Shop opens for busmess (actual
length of tune will be determined at Franchisor's discretion) You agree to pay Franchisor's current daily rate
for providmg such assistance, and you must reimburse Franchisor for all out of pocket costs it incurs in
connection with providmg such additional assistance, including travel, lodging, and dining expenses for the
individual(s) providing such assistance
5 2 3 At your request. Franchisor may, in its discretion, provide additional on-site opening
assistance, subject to availability of personnel In such event. Franchisor has tlie nght to charge (and you agree
to pay) Franchisor's current daily rate for providing such assistance, and you must reunburse Franchisor for all
out of pocket costs it incurs m connection with providing such additional assistance, includmg travel, lodging,
and dimng expenses for the individual(s) providing such assistance
53
Ongoing Assistance Upon your written request. Franchisor may, in its sole discretion, provide
additional on-site training assistance Should Franchisor agree to provide such additional assistance it has the
right to charge (and you agree to pay) Franchisor's current daily rate for providmg such assistance and you
must reimburse Franchisor for all out of pocket costs it incurs m connection with providing such additional
assistance, including travel, lodging and dining expenses for the mdividual(s) providmg such assistance
54
Pre-Opemng Consultation Franchisor shall provide such pre-opening consultation and advice as it
deems appropriate, which may include advice with regard to the development and operation of the Shop,
building layout, furnishings, fixtures, and equipment, plans and specifications, employee recruiting, selection,
and traming, purchasing and inventory control, and such other matters as Franchisor deems appropriate
Franchisor will furnish Franchisee a list that describes or shows the standards for the fixtures and equipment
that Franchisee must mstall m the Shop Franchisor will also provide Franchisee information about the

Franchise Agreement 12014
V3
sequence of events and procedures that must be followed in building out and equipping a Shop Franchisor
may, but will have no obligation to, provide Franchisee a list of preferred architects or general contractors
55
Ongoing Consultation Franchisor shall provide such ongoing consultation and advice as it deems
appropriate, which may include mformation about new service and product development, mstruction
concerning the operation and management of Drybar Shop, advertising and marketing advice, and financial
and accounting advice Such consultation and advice may be provided, m Franchisor's discretion, through
Shop visits by Franchisor personnel, via meetings, seminars or conferences, and/or through dissemination of
electronic or prmted matenals
56
Additional Training Franchisor may provide, and may requne your Operating Partner to attend and
successfully complete each year up to four days of additional training, which may be held at Franchisor's
headquarters or any other place that Franchisor designates This training may include remedial and refresher
courses, as well as instruction m new hair-stylmg techniques, business and management processes and
techniques, and Franchisor's Standards and policies Franchisor may charge a reasonable fee or tuition for this
additional training and you are responsible for all training-related expenses, mcluding travel, lodging, and
dining expenses for these individuals and wages and salanes payable durmg training Although only your
Operating Partner is required to attend and complete such additional training. Franchisor will permit one
additional employee to attend training with your Operating Partner
57
Continuing Education Requirement You shall cause each of your hairstylists and other of your
employees who provide hair care services to comply with Franchisor's continuing education requirements, as
they may be revised from time to time This may include causing your employees to attend live classes or
participate in on-line classes held by Franchisor or its designated provider, or conducting your own employee
training classes using training DVDs and other instructional materials that Franchisor provides Franchisor
may charge a reasonable training fee and materials charges for all such training You are responsible for all
costs and expenses of complying with Franchisor's continuing education requirements including, without
limitation, tuition and registration costs, and salary, travel, lodging, and dining expenses for all of your
employees who participate in the training
58
Performance bv Delegate You acknowledge and agree that any rights or duties of Franchisor may be
exercised and/or performed by any of Franchisor's designees, agents, or employees
6
61
General Operating Requirements You understand and acknowledge that every detail of the System is
essential to maintain and enhance the goodwill associated with the Propnetaiy Marks and the integrity of the
brand Accordingly, you agree as follows
(a)
To operate the Franchised Business according to the highest applicable health and safety
standards and ratings, to timely obtain or cause employees to obtain any and all permits, certificates, or licenses
necessary for the lawful operation of the Franchised Business, to operate the Franchised Busmess according to
Franchisor's operating methods, standards, and specifications, and to maintain, at all tunes, a high moral and
ethical standard m the operation of the Franchised Business
(b)
To the extent Franchisor has implemented a call center program or facility management
provider program, to participate m the program(s) m accordance with the Standards and pay all related fees
(c)
To notifyFranchisor by telephone and confirm in writing within 72 hours of any investigation
or violation, actual or alleged, concerning any health or safety regulations, and notify Franchisor m writing
within five days of the commencement of any investigation, action, suit or proceedmg, and the issuance of any
order, writ, injunction, award, or decree of any court, agency or other government instrumentality, which may
adversely affect the operation or financial condition of the Franchised Busmess
(d)
Upon the occurrence of a Crisis Management Event, to immediately inform Franchisor's

Franchise Agreement [2014
V3
President (or as otherwise instructed in the Manuals) by telephone, and to cooperate fully with Franchisor with
respect to Franchisor's response to the Crisis Management Event
62
Operating Partner
6 2 1 The Shop must be supervised by an Operating Partner The Operating Partner shall have full
control (the extent granted by Franchisee) over day-to-day Shop management and operations The Operating
Partner must at all times own at least a 5% equity interest in the fi^chisee, shall have successfully completed
Franchisor's initial training program, and shall attend and successfully complete all additional training that
Franchisor requires, to Franchisor's satisfaction The Operating Partner shall devote his or her full time efforts
to Shop operations, and shall not engage in any other business or activity, du-ectly or indirectly, that requires
substantial management responsibility or time commitment Franchisor shall have approved the Operating
Partner as meeting its then-current qualifications for such position Franchisor may, in its discretion, waive
these requirements for subsequent Shops owned by a single Franchisee
6 2 2 If the Operating Partner ceases to serve in, or no longer qualifies for, such position, you shall
designate another qualified person to serve as your Operating Partner within 30 days after the date the prior
Operating Partner ceases to serve or no longer qualifies to serve Any proposed replacement Operating Partner
must successfully complete the initial training program and such other training required by Franchisor, and be
approved by Franchisor, before assuming his or her position as Operating Partner and, in no event, later than
90 days after the previous Operating Partner ceased to serve m such position
63
Employee Policv. Uniforms and Emplovee Appearance You shall maintain a competent,
conscientious, and trained staff, and shal 1 take such steps as are necessary to ensure that your employees and/or
independent hair stylists preserve good customer relations, render competent, prompt, courteous, and
knowledgeable service, and meet such minimum standards as Franchisor may establish from tune to time ui the
Manuals or otherwise in writing You shall cause all employees and/or independent hair stylists, while working
at the Shop, to (a) wear uniforms of such color, design, and other specifications as Franchisor may designate
from time to time, and (b) present a neat and clean appearance In no case shall any of your employees and/or
independent hair stylists wear his or her DRYBAR uniform while working for you at any location other than
the Franchised Busmess
64
Authorized Services and Product Offerings
6 4 1 You must offer and sell all services and products that Franchisor requires, and only those
services and products that Franchisor has approved Franchisor may add, eliminate and change authorized
services and/or products, in its sole discretion, and you must comply with all directives (which may require
purchasing and mstalling additional equipment)
6 4 2 You maintain at the Shop an initial and ongoing mventory of retail products, including Private
Label Products, as necessary to meet consumer demand and expectation You shall maintain the quantity and
mix of inventory items that Franchisor prescribes, and shall display such inventory items according to the
Standards All packaging, boxes and bags shall conform to the Standards
6 4 3 Franchisor may, from time to time, conduct market research and testing to determme consumer
trends and the salability of new products and services You shall participate in all market research programs
that Franchisor requires, which includes test-marketing new services and/or products, purchasing a reasonable
quantity of new products for test-marketing, promoting the sale of the new services and/or products You shall
provide Franchisor with tunely reports and test results for all such programs You may not test any new product
or service witliout Franchisor's prior written consent
65
Purchases from Designated Sources
6 5 1 You agree that you will purchase only from Franchisor or suppliers designated by Franchisor
("Designated Suppliers") (1) all Shop fixtures, furniture, equipment, items of d6cor, (2) hair care and other
V3
products used in connection with operating the Franchised Business and intended for retail sale (including
Private Label Products), (3) accounting and bookkeeping services, (4) advertising, point of purchase matenals
and other pnnted promotional materials, (5) gift certificates and stored value cards, (6) stationery, business
cards, contracts, and forms, and (7) bags, packaging, and supplies bearing the Marks, (7) uniform, and (8)
public relations and advertising services You further agree that you will purchase from manufacturers,
distributors, vendors, and suppliers approved by Franchisor (collectively, "Approved Suppbers") all items
and services for which Franchisor has not identified Approved Suppliers that meet Franchisor's standards and
specifications, as promulgated from time to tune
6 5 2 You may purchase items and services for which Franchisor has not identified Approved
Suppliers from any supplier, so long as the items and services meet Franchisor's specifications These
specifications may include brand requuements ("Approved Brands"), and to the extent that Approved Brands
have been identified, you may purchase and use only the Approved Brands
6 5 3 Franchisor may from tune to time modify the list of Approved Suppliers and/or Approved
Brands You shall promptly comply with all such modifications
6 5 4 Franchisor may approve one or more suppliers for any goods or materials and may approve a
supplier only as to certain goods or materials Franchisor may concentrate purchases with one or more
suppliers to obtain lower prices and/or the best advertismg support and/or services for any group of Drybar
Shops Approval of a supplier may be conditioned on requuements relating to the frequency of delivery,
reporting capabilities, standards of service, including prompt attention to complamts, or other criteria, and
concentration of purchases, as set forth above, and may be temporary pending a further evaluation of such
supplier by Franchisor Franchisor may establish commissaries and distribution facilities owned and operated
by Franchisor or an Affiliate that Franchisor may designate as an Approved Supplier
6 5 5 If you propose to purchase from an unapproved source and items or service for which
Franchisor has identified Approved Supplier(s), you shall submit to Franchisor a written request for approval,
or shall request the supplier to submit a written request on its own behalf Franchisor has the nght to require,
as a condition of its approval, that its representatives be permitted to inspect the supplier's facilities, and that
such information, specifications, and samples as Franchisor reasonably requires be delivered to Franchisor
and/or to an independent, certified laboratory designated by Franchisor for testing prior to grantmg approval
A charge not to exceed the reasonable cost of the inspection and the actual cost of the test shall be paid by you
Franchisor will notily you within 120 days of your request as to whether you are authorized to purchase such
products from that supplier Franchisor reserves the right, at its option, to re-mspectthe facilities and products
of any such approved supplier and to revoke its approval of any supplier upon the suppliers' failure to meet
Franchisor's criteria for quality and reliability
6 5 6 You acknowledge and agree that Franchisor and its Affiliates may negotiate purchase
arrangements with suppliers for your benefit and may derive revenue or obtain rebates, bulk pricing discounts
or allowances from approved or designated suppliers on account of our purchases of products or services
66
Franchised Location
6 6 1 You shall maintain the Shop (includmg adjacent public areas) in a clean, orderly condition and
m excellent repau- and in accordance with Franchisor's standards You shall, at your expense, make such
additions, alterations, repairs, and replacements under this Agreement as may be required for that purpose,
including, without limitation, such periodic repainting, repairing, and replacing of obsolete or deteriorated
signs, furnishings, fixtures, equipment, and decor as Franchisor may reasonably direct Upon Franchisor's
request, you shall install and mamtain at the Franchised Business interactive multi-media equipment, devices,
and facilities Franchisor requires, including, without limitation, approved music systems, wi-fi and other
wueless internet and communications systems, and interactive displays, including plasma or LCD screens
662
You shall not cause or permit vending, gaming machmes, pay telephones, automatic teller

V3
machines, Internet kiosks or any other mechanical or electrical device to be installed or maintained at the
Franchised Location
6 6 3 You shall purchase and install, at your expense, all fixtures, furnishings, equipment, decor,
signs, and other items as Franchisor may reasonably direct from tune to time m the Manuals or otherwise in
writing in accordance with Franchisor's standards and specifications, and shall refrain from installing or
permitting to be installed on or about the Franchised Location, any fixtures, furnishings, equipment, decor,
signs, vending or game machines or other items not previously approved m writing as meeting Franchisor's
standards and specifications
6 6 4 At Franchisor's request, you shall make such alterations as may be necessary to reflect new
product offerings and marketing incentives, mcluding updating or replacement new mterior signage, graphics,
and/or point of sale materials
6 6 5 At Franchisor's request (and m addition to any work which you may undertake pursuant to
other sections of this Agreement), you shall refurbish the Franchised Location, at your own expense, to
conform to the building design, trade dress, color schemes, and presentation of the Proprietary Marks in a
manner consistent with the then-current public image for new or remodeled Diybar Shops in the System,
including, without limitation, replacement or renovation of equipment, remodeling, redecoration, and
modifications to existing improvements and reasonable structural changes that Franchisor may reasonably
require or that may be required by law
67
Davs and Hours of Operation Housekeeping You shall cause the Shop to be open and m normal
operation for such minimum hours and days as Franchisor may specify in the Manuals or in other written
directives You shall hire an outside cleaning service to clean the Shop on at least three occasions each week
68
Oualitv Assurance Inspections, Testing Franchisor shall have the right to enter upon the Shop
premises during regular business hours to inspect the Shop for quality assurance purposes You shall allow
Franchisor from to time to obtain samples of ingredients, products and supplies, without charge, to test for
quality assurance purposes
69
Modification to the Svstem At your own expense, you shall make such alterations, additions, or
modifications to the Franchised Location as Franchisor may reasonably require implementmg changes to the
System, including, without limitation, changes to products, services or market positioning You shall make all
such changes within 60 days from receipt of notice You shall not implement any modification to the System
without Franchisor's express prior written consent
6 10
Pricing To the fullest extent permitted by applicable law. Franchisor reserves the nght to establish
maximum, mmimum or other pricing requirements with respect to the prices you may charge for products or
services You shall comply with all requirements
6 11
Intranet/Extranet Svstem Franchisormay, at its option, establish and maintain an intranet or extranet
system through which members of DRYBAR franchise network may communicate and through which
Franchisor may disseminate updates to the Manuals and other Confidential Information Franchisor will have
no obligation to establish or to maintain the intranet indefinitely, and may dismantle it at any time without
liability to you Franchisor may establish policies and procedures for the intranet's use Franchisor expects to
adopt and adhere to a reasonable privacy policy However, you acknowledge that, as administrator of the
intranet. Franchisor can access and view any communication that anyone posts on the intranet You further
acknowledge that the mtranet facility and all communications that are posted to it will become Franchisor's
property, free of any claims of privacy or privilege that you or any other individual may assert If you fail to
pay when due any amount payable to Franchisor under this Agreement, or if you fail to comply with any policy
or procedure governing the intranet. Franchisor may temporarily suspend your access to any chat room, bulletin
board, listserv, or similar feature the intranet includes until such time as you fiilly cure the breach

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6 12 Website Franchisor may, but shall not be obligated to, establish and maintain from time to time
Franchisor's Website to provide information about the System and the goods and services that Diybar Shops
provide, even though Franchisor's Website is accessible by persons m your trade area Franchisor has sole
discretion and control over the design and content of Franchisor's Website
6 13
Membership Program From time to time Franchisor may develop and implement membership
programs for the DRYBAR franchise system Participation in such membership programs may include,
without limitation, accepting new customers and providing customer services according to pre-paid terms
established by Franchisor or another DRYBAR franchisee It also may include mvoicing us oi another
franchisee for services performed for customer-members of a different Diybar Shop You shall fiilly
participate in all such Membership Programs according to the Standards established penodically by Franchisor,
which will be communicated to you via the Manuals
6 14 Call Center Program If required by Franchisor, you shall participate in the DRYBAR Call Center
Program, as it exists from time to time Participation in the program may include, without limitation, using and
publishing a Franchisor-designated telephone number, engaging a designated service provider (which may be
Franchisor, its Affiliate, or a third party) to answer calls and set customer appointments, and acquiring,
installing and using Voice over Internet Protocol (VoIP) technology, and using Franchisor's designated VoIP
service providers You agree to pay all reasonable fees imposed by the service provider for these services
PROPRIETARY MARKS AND COPYRIGHTS
71
Franchisor's Representations Franchisor represents to you that it has obtained from its Affiliate a
license to use and to sublicense to you the right to use the Propnetaiy Marks in accordance with the terms and
conditions of this Agreement
72
Acknowledgments You expressly acknowledge that Franchisor or its Affiliate owns all right, title,
and interest in and to the Proprietary Marks and the goodwill associated with the Proprietary Marks, and that
you have no ownership interest in the Proprietary Marks You agree not to use any other Proprietary Marks or
any marks, names or indicia of origm that are or may be confusingly similar to the Proprietary Marks in your
own corporate or business name except as authorized in this Agreement You further acknowledge and agree
that any and all goodwill associated with the Shop and identified by the Proprietary Marks is Franchisor's
property and shall mure directly and exclusively to the benefit of Franchisor and that, upon the expiration or
termination of this Agreement for any reason, no monetary amount shall be assigned as attributable to any
goodwill associated with your use of the Proprietary Marks You understand and agree that any use of the
Proprietary Marks other than as expressly authorized by this Agreement, without Franchisor's prior written
consent, may constitute an mfringement of Franchisor's rights herein and that the right to use the Proprietaiy
Marks granted herein does not extend beyond the termmation or expiration of this Agreement
73
Use of the Propnetarv Marks You shall use only the Proprietary Marks designated by Franchisor,
shall use them only in the manner that Franchisor authorizes and permits, and shall use them with the symbols
"", TM" , or "SM", as appropriate You shall use the Proprietary Marks only in connection with the
operation and promotion of the Franchised Business, and only in the manner prescnbed by Franchisor You
may not contest ownership or validity of the Proprietary Marks or any registration thereof, or engage in any
conduct that adversely affects the ownership or registration of the Proprietary Marks, or Franchisor's right to
use or to sublicense the use of the Proprietary Marks You shall execute all documents that Franchisor requests
in order to protect the Proprietary Marks or to maintain their validity and enforceability
74
Restriction Against Use in Your Corporate Name, Assumed Name Filing You may not use the
Proprietary Marks or any part thereof in your corporate name, and may not use them to incur any obligation or
indebtedness on Franchisor's behalf Prior to opening your Shop, you must file and (if necessary in your
jurisdiction) publish an assumed name registration correctly identifymg the legal name of your entity and a
valid physical address where a lawsuit or claim against you may be served

V3
75
Restriction Against Use of the Proprietary Marks and Copyrighted Works on the Internet You may
not use the Proprietary Marks or any part or derivative thereof or any of Franchisor's Copyrighted Works on
the Internet, except as expressly permitted in writmg Without limiting the generality of the foregoing, you
may not use the Proprietary Marks or any part or derivative of the Proprietary Marks as part of any URL or
domain name, and may not register as part of any user name on any gaming website or social networking
website (such as FACEBOOK, MYSPACE, or TWITTER) or as part of any unauthorized email address You
also may not display on any website (including commercial websites, gaming websites, and social networking
websites) Franchisor's Copyrighted Works, which include the design portion of its Proprietary Marks, or any
collateral merchandise identified by the Proprietary Marks
76
Notice You shall identify yourself as an independent franchise owner of the Franchised Business in
conjunction with any us of the Proprietary Marks or operation of the Franchised Business, including, but not
limited to, such use on invoices, order forms, receipts, business stationery, business cards, and contracts, as
well as at such conspicuous locations at the Shop as Franchisor may designate in writmg The form and
content of such notice shall comply with the standards set forth in the Manuals
77
Infringement You shall promptly notify Franchisor of any suspected unauthorized use of, or any
challenge to the validity of the Proprietary Marks or Copyrighted Works, or any challenge to Franchisor's or its
Affiliate's ownership of. Franchisor's license to use and to license others to use, or your right to use, the
Propnetary Marks or Copyrighted Works licensed under this Agreement You acknowledge that Franchisor or
Its Affiliate has the right to direct and control any administrative proceeding or litigation, or other adjudicative
proceeding involving the Proprietary Marks or Copyrighted Works, includmg any settlement thereof
Franchisor or its Affiliate has the right, but not the obligation, to take action against third parties for
mffingement of the Proprietary Marks or Copyrighted Works In the event of any litigation relating to your use
of the Proprietary Marks or Copyrighted Works, you shall execute any and all documents and do such acts as
may, m the opinion of Franchisor, be necessary to carry out such defense or prosecution, including, but not
limited to, becoming a nominal party to any legal action Except to the extent that such litigation is the result
of your use of the Proprietary Marks or Copyrighted Works in a manner inconsistent with the terms of this
Agreement, Franchisor agrees to reimburse you for your associated costs
78
Changes to the Proorietarv Marks Franchisor reserves the right, in its sole discretion, to designate one
or more new, modified or replacement Proprietary Marks for your use and to require your use of any such new,
modified or replacement Proprietary Marks in addition to or in lieu of any previously designated Proprietary
Marks You must comply with any such directive within 60 days following your receipt of Franchisor's
written notice to you, and you are responsible for all related costs and expenses
8
SYSTEM, MANUALS, AND INFORMATION
81
Manuals Franchisor will provide you on loan one copy of the Manuals You shall operate the
Franchised Business in accordance with the standards, methods, policies, and procedures specified in the
Manuals The Manuals shall at all times remain the sole property of Franchisor and shall be kept in a secure
place at the Franchised Location You shall ensure that your copy of the Manuals are kept current at all times,
and in the event of any dispute as to the contents of the Manuals, the terms of the master copy of the Manuals
mamtained by Franchisor shall be controlling If your copy of the Manuals is lost or destroyed, or if you fail to
return the Manuals upon expiration or termination of this Agreement, you must pay us a $250 replacement fee
per Manual
82
Svstem Modification You acknowledge that the System, Franchisor's Confidential Operations
Manuals and the Manuals, and the products and services offered by the Franchised Busmess may be modified,
(such as, but not limited to, the addition, deletion, and modification of operating procedures, products and
services) from time to time by Franchisor You agree to comply, at your expense, with all such modifications,
includmg, without limitation, all requirements to implement the modifications, such as replacement or
renovation of equipment, remodeling, redecoration and modifications to existing improvements, including
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structural changes Franchisor shall notify you of any such System changes and you shall implement any
System changes upon receipt of notice thereof from Franchisor, and shall complete their implementation withm
such time as Franchisor may reasonably specify For purposes of this Agreement, System changes shall
include, without limitation, changes in any of the categories referred to in this Section 8 2 No such
modification will alter your fundamental status and rights as a franchisee under this Agreement
83
Confidentiality You shall mamtain the confidentiality of all Confidential Information You shall use
Confidential Information only in connection with the operation of the Franchised Business, and shall divulge
Confidential Information only to your employees and only on a need to know basis This obligation shall
survive termination or expiration (without renewal) of this Agreement
9
ADVERTISING AND MARKETING
91
General All of your promotional and marketing matenals shall be presented in a dignified manner and
shall conform to Franchisor's standards and specifications related to advertising, marketing, and trademark use
You shall submit to Franchisor samples of proposed promotional and marketing matenals, and notify
Franchisor of the mtended media, before first publication or use Franchisor must approve all of your
promotional and marketing materials before you use them To obtain approval, you must submit to Franchisor
samples of the proposed materials and notify us of the intended media at least 14 days before their intended
use Any proposed materials not disapproved by Franchisor within seven days after receipt will be deemed
approved Once approved, you may use the materials only in connection with the media for which they were
approved Franchisor may disapprove your promotional or marketing matenals, or the media for which they
were approved, at any time, and you must discontinue using any disapproved materials or media upon your
receipt of written notice of disapproval
92
Grand Opening Advertising Before the Shop opens for business, the parties will agree on a budget
(ranging from $10,000 to $20,000) and marketing/public relations plan for your grand opening You shall
conduct the initial marketing and public relations campaign according to the marketing plan and budget and
Franchisor's Standards, within 60 days after begmning operations The parties acknowledge and agree that the
plan may include a requirement to use the services of Franchisor's designated public relations firm or other
Franchisor-approved public relations services provider
93
Brand Development Fund. Local Advertising
9 3 1 Each month during the Term, you shall contribute to the Brand Development Fund (the
"Fund") the amount stated m the Summary Pages You shall submit payment in the same manner as the
Royalty Fee and on such Due Date as Franchisor designates
9 3 2 Franchisor has the nght to use Fund monies, in its sole discretion, to pay for creative
development services (including creation and modification of shop design and trade dress, logos, products,
services, design, graphics and vehicle wraps, and advertising and promotional items, including the cost of
photography services and design software), preparing and procuring market studies, providing or obtaining
marketing services (including, without limitation, new product development, conductmg customer surveys,
focus groups, and marketing-related mysteiy shops and customer interviews), employing advertising and/or
public relations agencies, developing, producing, distributing and placing advertising (including, without
limitation, preparing and conducting media advertising campaigns in various media, local shop advertising and
promotion in a particular area or market, or for the benefit of a particular Shop or Shops m connection with
shop opening promotions or otherwise), conductmg and administering in-store promotions, preparing and
executing direct mail advertising, and developing, producmg and purchasing point-of-sale advertising, and
other sales aids and promotional items and matenals), new product development and development of product
packaging, developing, updating, maintaining, and hosting Franchisor's website (including development of
locator programs) and/or an intranet or extranet system, obtaining sponsorships and endorsements, preparing
and conducting sweepstakes and other promotions, developmg, administering, and distributing coupons, gift
Franchise Agreement |2014
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certificates and stored value card program, and the cost of product associated with the redemption of free
coupons, gift certificates and stored value cards, developing and admimstermg membership programs and other
customer loyalty programs, providing and procuring public relations services, conducting public relations
activities, charitable donations, and membership fees in international, national, regional, and/or local trade or
other associations or organizations Franchisor also may use Fund monies to reimburse itself for its costs of
personnel and other administrative and overhead costs associated with providmg the services descnbed in this
Section 9 3 2
9 3 3 The parties acknowledge that Franchisor owns all rights, and retains all copyrights, in all
design and content developed using Fund monies, and that Franchisor will have sole control over the creative
concepts, content, form, and media placement of all advertising and promotional materials developed with
Fund monies, and the allocations of Fund monies to production, placement, and other costs Franchisor will
own all copyright in any works created using Fund monies You acknowledge and agree that Franchisor is not
obligated to expend Fund monies for placement of advertising in your trading area, or to ensure that the
Franchised Business benefits directly or pro rata from the expenditure of Fund monies Franchisor will not
use Fund monies for creatmg or placing any advertisement that is principally a solicitation for new franchisees,
but may include in all advertising prepared using Fund monies (including Internet advertising) information
concerning franchise opportunities, and a portion of Fund monies may be used to create and maintain one or
more pages on Franchisor's website devoted to advertising franchise opportunities and identifying and
screening inquiries and applications submitted by franchise candidates Franchisor has no fiduciary duty to
you or to any other person with respect to the collection or expenditure of Fund monies Each DRYBAR
Shop owned by Franchisor, or its affiliate, will contribute to the Fund on the same basis and at the same
percentage as its franchisees Upon your reasonable request. Franchisor will provide you an annual statement
of Fund contributions and expenditures
9 3 4 Although the Brand Development Fund is intended to be perpetual, Franchisor may termmate
the Fund at any time The Fund will not be termmated, however, until all Fund monies have been spent as
provided in this Section 9 3 or returned to the Fund contributors on the basis of their respective contributions
Any amounts contributed to the Fund that are not spent in the year they are collected will remain in the Fund
for future expenditures
9 3 5 In addition to Fund contributions, you must spend an amount designated by Franchisor (which
amount will not exceed the difference between the total Marketmg Allocation and requu-ed Fund contributions,
calculated on an annual basis) on local advertising and promotion that conforms to the Standards All local
advertismg and promotional materials shall be submitted to Franchisor for approval pursuant to Section 9 1 ,
above
94
Lovaltv Programs. Prize Promotions, and Promotional Literature
9 4 1 You shall participate m and offer to your customers (a) all customer loyalty and reward
programs, and (b) all contests, sweepstakes, and other prize promotions, which Franchisor may develop from
time to time Franchisor will communicate to you in writing the details of each such program or promotion,
and you shall promptly display all point-of-sale advertising and promotion-related information at such places
within the Shop as Franchisor may designate You shall purchase and distribute all coupons and other
collateral merchandise designated by Franchisor for use in connection with each such program or promotion
9 4 2 If Franchisor develops or authorizes the sale of gift certificates and/or stored value cards,
loyalty cards and/or customized promotional receipts, you shall acquire and use all computer software and
hardware necessary to process their sale and to process purchases made using them and be solely responsible
for the service charges related to such processing You shall remit all proceeds from the sale of gift certificates
and stored value cards to Franchisor or its designee according to the procedures that Franchisor prescribes
periodically, which shall be communicated to you via the Manuals Franchisor shall reimburse or credit to you

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(at Franchisor's option) the redeemed value of gift certificates and/or stored value cards accepted as payment
for products and services sold by the Shop
9 4 3 You also shall display at the Shop all promotional literature and information as Franchisor may
reasonably require from time to time This may include, among other thmgs, displaying signage or other
literature contaming mfoimation about DRYBAR fi-anchise offering
9 4 4 You also agree to honor such credit cards, courtesy cards, and other credit devices, programs,
and plans as may be issued or approved by us from time to tune Any reasonable and customary service
charges or discounts from reimbursements charged on such cards or authonzations will be at your sole
expense
95
Participation in Marketing Programs You shall at all times cooperate with Franchisor and other
franchisees of Franchisor and shall actively participate in any and all sales, public relations, advertising,
cooperative advertising and purchasing programs or promotional programs (including, without limitation,
product give-away promotions) which may be developed and implement by Franchisor Participation may
include, without limitation, purchasing (at your expense) and using (a) point of sale materials, (b) counter
cards, displays, and give away items promoting loyalty programs, pnze promotions, and other marketing
campaigns and programs, and (c) equipment necessary to administer loyalty programs and to prepare and print
customized purchase receipts, coupons, and similar items
96
Advertising Cooperatives Franchisor may, from time to time, form local or regional advertising
cooperatives ("Advertising Cooperahve") to pay for the development, placement and distribution of
advertising for the benefit of Shops located in the geographic region served by the Advertising Cooperative
Any Advertising Cooperatives established by Franchisor will be operated solely as a conduit for the collection
and expenditure of Advertising Cooperative fees for the aforementioned purposes If Franchisor forms an
Advertising Cooperative for the region in which the Shop is located, you agree to participate m the Advertising
Cooperative pursuant to the terms of this Section 9 7
9 6 1 Franchisor shall have the exclusive right to create, dissolve and merge each Advertising
Cooperative created, in its discretion, and to create and amend the organizational and governing documents
related thereto, provided that such documents shall (I) operate by majority vote, with each DRYBAR Shop
(including Shops owned by Franchisor or its Affiliates) entitled to one vote, (2) entitle Franchisor to cast one
vote (m addition to any votes it may be entitled to on account of its operation of Shops in the area served by the
Advertising Cooperative, (3) permit the members of the Advertising Cooperative, by majority vote, to
determine the amount of required contnbutions, (4) provide that any fiinds left in the Cooperative at the tune of
dissolution shall be returned to the members in proportion to their contributions dunng the 12-month period
immediately preceding termination
9 6 2 You agree to be bound by all organizational and govemuig documents created by Franchisor
and, at Franchisor's request, shall execute all documents necessary to evidence or affirm your agreement The
Advertising Cooperative shall begin operating on a date determined in advance by Franchisor
9 6 3 No advertising or promotional plans or materials may be used by the Advertismg Cooperative
or furnished to its members without Franchisor's prior approval All advertismg plans and materials must
conform to the Standards and must be submitted to Franchisor for approval
9 6 4 Fees paid by you as contribution to an Advertismg Cooperative established in your geographic
area shall be credited towards your local advertising requirement as described in Section 9 3 5, above

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10
COMPUTER SYSTEM, ACCOUNTING AND RECORDS, TAXES
10 1
Computer System You shall acquu-e and use only the pomt of sale cash registers and computer
systems and equipment that Franchisor prescribes for use by Drybar Shops ("Computer System"), and adhere
to Franchisor's requirements for use Requirements may include, among other things, connection to remote
servers, off-site electronic repositones, and high speed Internet connections As technology or software is
developed in the fiiture. Franchisor may, in its sole discretion, require you to add to your Computer System
memory, ports, and other accessories or peripheral equipment or additional, new, or substitute software, and
replace or upgrade your Computer System and software as Franchisor prescribes You shall acquire, install
and maintam such anti-virus and anti-spyware software as Franchisor requires, and shall adopt and unplement
such Internet user policies as Franchisor may prescribe for purposes of avoiding, blocking, and eliminating
viruses and other conditions that interfere with operation of the Computer System
10 2
Software You shall (a) use any proprietary software programs, system documentation manuals, and
other proprietary matenals that Franchisor requires m connection with the operation of the Shop, (b) input and
maintam in your computer such data and information as Franchisor prescribes in the Manual, software
programs, documentation, or otherwise, and (c) purchase new or upgraded software programs, system
documentation manuals, and other proprietary materials at then-current prices whenever Franchisor adopts
such new or upgraded programs, manuals, and materials system-wide You shall enter into all software license
agreements, "terms of use" agreements, and software maintenance agreements, in the form and manner
Franchisor prescnbes, and pay all fees imposed thereunder In addition. Franchisor shall have the right to
charge, and you agree to pay, a technology fee ('Technology Fee") in an amount determmed by Franchisor but
not to exceed $200 per month, which limitation may be increased each year in accordance with annual CPI
increases
10 3
Independent Access Franchisor may independently poll Gross Revenue and other information input
and compiled by your Computer System from a remote location There is no lunitation on Franchisor's right to
access this information
10 4 Maintenance of Records You shall prepare and preserve for at least five years from the date of
preparation complete and accurate books, records, and accounts according to generally accepted accounting
principles and in the form Franchisor prescnbes
10 5
Submission of Financial Statements and Tax Returns No later than April IS* of each calendar year,
you shall provide to Franchisor (a) a copy of the previous year's annual profit and loss statements, (b) a copy
of the previous year's sales tax returns, and (c) a copy of your federal and state income tax returns for tiie
previous year, provided, however, that if you are an individual franchisee, you may submit only those
schedules to your personal tax returns which reflect the revenues and expenses of the Franchised Business
10 6 Submission of Performance Reports You shall accurately report to Franchisor the Shop's Gross
Revenue and such other financial information, as Franchisor may reasonably require, using the procedures and
Franchisor prescribes periodically Reports shall be due on the date prescribed by Franchisor, and shall be
signed by an authorized representative, attesting to their accuracy By the IS"* day following the end of each
month, you shall provide to Franchisor a copy of your monthly income and expense statements prepared
according to generally accepted accounting pnnciples, in the format and containing the information required by
Franchisor, and which accurately reflect your financial information for the previous month You also shall
provide to Franchisor such other reports, computer back-up and other information tliat Franchisor may
reasonably request
10 7
Audit of Franchisee Records Franchisor or its designated agent shall have the nght to audit, examme
and copy your books, records, accounts, and business tax returns at any time If an inspection or audit reveals
underpayment of amounts owed to Franchisor, you shall immediately pay the understated amount with interest
as provided in Section 4 8 If an audit or mspection reveals your understatement of Gross Revenues by 2% or
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more during any continuous six month period then, m addition to amounts due on the understatement and
interest, you shall promptly reimburse Franchisor all costs and expenses that it incurred in connection with
performing the audit or inspection (includmg travel, lodging and wage expenses, and attorneys' and
accountants' fees)
10 8 Use of Financial Information in Franchise Disclosure Document You acknowledge and agree that it
may be in the best interest of the franchise system to share histoncal revenue and expense information with
prospective franchisees To that end, you hereby authonze Franchisor to publish information concerning the
Shop's Gross Revenues and other information reported to Franchisor in its franchise disclosure document
10 9 Taxes You shall promptly pay all taxes due and owing based on your operation of die Shop and the
Franchised Business including, without limitation, sales taxes, income taxes, and property taxes
11
INDEPENDENT CONTRACTOR, INSURANCE AND INDEMNIFICATION
11 1
Independent Contractor The parties acknowledge and agree that you are operating the Franchised
Business as an independent contractor Nothing contained in this Agreement shall create or be construed to
create a partnership, joint venture, or agency relationship between the parties Neither party shall have
fiduciary obligations to the other, or be liable for the debts or obligations of the other Neither party shall have
the right to bind the other, transact business in the other party's name or in any manner make any promises or
representations on behalf of the other party, nor contract any debts or obligations on behalf of the other party,
or their affiliates, unless otherwise agreed in writing by the parties You shall conspicuously identify yourself
and the Franchised Business in all dealings with your customers, contractors, suppliers, public officials, and
others, as an mdependent franchisee of Franchisor, and shall place a conspicuous notice, in the form and at
such place as Franchisor prescribes, notifying the public of such independent ownership
II 2
Insurance Obligations
11 2 1 You shall maintain in full force and effect at all times during the term of this Agreement, at
your expense, an insurance policy or policies protecting you. Franchisor and its Affiliates, and their respective
partners, shareholders, directors, members, managers, agents, and employees, against any demand or claim
with respect to personal and bodily injuiy, death, or property damage, or any loss, liability, or expense arising
or occurring upon or in connection with the operation of the Franchised Business
112 2 Such policy or policies shall (a) be wntten by msurer(s) licensed and admitted to write
coverage in the state m which the Franchised Business is located and with a rating of "A" or better as set forth
in the most recent edition of Best's Key Rating Guide, (b) name Franchisor and its Affiliates, and their
partners, officers, subsidiaries, affiliates, shareholders, directors, managers, members, regional directors,
agents, and employees as additional insureds on a primary non-contributory basis, (c) the additional msured
coverage must be provided on an Additional Insured Grantor of Franchise Endorsement per form CG2029 (or
an endorsement form with comparable wording acceptable to Franchisor), and (d) comply with Franchisor's
written requirements at the time such policies are obtained, and provide at least the types and minimum
amounts of coverage specified in the Manuals
11 2 3 Each year Franchisor may unilaterally modify the insurance mmimum coverage requirements
which may include an mcrease to the minimum coverage requirements to reflect changes in inflation or as
market conditions warrant
11 2 4 In connection with any and all insurance that you are required to maintain under Section
112, you and your insurers shall agree to waive their rights of subrogation agamst Franchisor, and you shall
provide evidence of such waiver in accordance with Section 11 3 Franchisor may unilaterally modify these
insurance requu-ements, which modifications may mclude increasing minimum policy limits, by delivering to
you wntten notice of the change

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112 5 Your obligation to obtain and maintain insurance shall not be limited m any way by reason of
any insurance which may be maintained by Franchisor, nor shall your performance of that obligation relieve
you of liability under the indemnity provisions set forth m Section 11 3 of this Agreement
112 6 All public liability and property damage policies shall contain a provision that Franchisor and
Its Affiliates, although named as an additional insureds, shall nevertheless be entitled to recover under such
policies on any loss occasioned to Franchisor, or its Affiliates, partners, members, managers, shareholders,
officers, directors, agents, or employees by reason of your negligence
112 7 At least 10 days prior to the time you are first required to cany insurance, and thereafter at
least 30 days prior to the expiration of any policy, you shall deliver to Franchisor certificate of insurance
evidencing your compliance with this Article 11 Each certificate of insurance shall expressly provide that no
less than 30 days' prior written notice shall be given to Franchisor in the event of matenal alteration to or
cancellation or non-renewal of the coverages evidenced by such certificates
112 8 If you fail to procure or mamtain these minimum insurance requirements. Franchisor or its
designee shall have the right and authority (but not the obligation) to procure such insurance on your behalf
Such right shall be in addition to and not in lieu of any other rights or remedies available to Franchisor If this
occurs, you shall reimburse Franchisor the cost of the premium upon demand, plus an admmistrative fee equal
to 20% of the cost of such premiums
11 3 Indemnification You shall indemnify and hold harmless to the fullest extent by law. Franchisor, its
Affiliates and their respective directors, officers, managers, members, employees, shareholders, and agents,
(collectively the "Indemnitees") from any and all "losses and expenses" (as hereinafter defined) mcurred m
connection with any litigation or other form of adjudicatory procedure, claim, demand, investigation, or formal
or informal inquiiy (regardless of whether same is reduced to judgment) or any settlement thereof which arises
directly or indirectly from, as a result of, or in connection with your operation of the Franchised Business
including, but not limited to, claims arising as a result of the maintenance and operation of vehicles or the
Franchised Location (collectively an "event"), and regardless of whether same resulted from any strict or
vicarious liability imposed by law on the Indemnitees, provided, however, that this indemnity shall not apply to
any liability arising from the gross negligence of Indemnitees (except to the extent that joint liability is
involved, in which event the indemnification provided in this Agreement shall extend to any finding of
comparative negligence or contributory negligence attributable to you) For the purpose of this Section 113,
the term "losses and expenses" shall be deemed to include compensatory, exemplary, or punitive damages,
fines and penalties, attorneys' fees, experts' fees, court costs, costs associated with investigating and defending
against claims, settlement amounts, judgments, compensation for damages to Franchisor's reputation and
goodwill, and all other costs associated with any of the foregoing losses and expenses You shall give
Franchisor prompt notice of any event of which you are aware, for which indemnification is required, and, at
your expense and risk. Franchisor may elect to assume (but under no circumstance is obligated to undertake)
the defense and/or settlement thereof, provided that Franchisor will seek your advice and counsel Any
assumption by Franchisor shall not modify your mdemnification obligation Franchisor may, m its sole and
absolute discretion, take such actions as it seems necessary and appropriate to investigate, defend, or settle any
event or take other remedial or corrective actions with respect thereof as may be, m Franchisor's sole and
absolute discretion, necessary for the protection of the indemnities or the System
12
TRANSFER OF mXEREST
12 1 Transfer bv Franchisor Franchisor may transfer or assign all or any part of its nghts or obligations
under this Agreement to any person or legal entity With respect to any assignment which results in the
subsequent performance by the assignee of all of Franchisor's obligations under this Agreement, the assignee
shall expressly assume and agree to perform such obligations, and shall become solely responsible for all of
Franchisor's obligations under this Agreement from the date of assignment In addition, and without limitation
to the foregoing, you expressly affirm and agree that Franchisor and/or its Affiliates may sell their assets, the
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Pnvate Label Products, the Proprietary Marks or Copyrighted Works, or the System, may sell securities in a
public offering or in a private placement, may merge, acquire other corporations, or be acquu-ed by another
corporation, and may undertake a refinancing, recapitalization, leveraged buy-out, or other economic or
financial restructuring With regard to any of the above sales, assignments and dispositions, you expressly and
specifically waive any claims, demands or damages arising from or related to the loss of Franchisor's name, the
Private Label Products, the Proprietary Marks (or any variation thereof) and System and/or the loss of
association with or identification of DRYBAR FRANCHISING LLC as the franchisor under this Agreement
You specifically waive any and all other claims, demands or damages arising from or related to the foregoing
merger, acquisition and other business combination activities including, without limitation, any claim of
divided loyalty, breach of fiduciaiy duty, fraud, breach of contract or breach of the unplied covenant of good
faith and fair dealing You agree that Franchisor has the nght, now or in the future, to purchase, merge, acquire
or affiliate with an existing competitive or non-competitive franchise network, cham or any other business
regardless of the location of that chain's or business' facilities, and to operate, franchise or license those
businesses and/or facilities as Drybar Shops operating under the Proprietary Marks or any other marks
followmg Franchisor's purchase, merger, acquisition or affiliation, regardless of the location of these facilities
(which you acknowledge may be proximate to the Franchised Business)
12 2 Transfer by Individual Franchisee to Business Entitv for Convenience If you are an individual, you
may transfer your interest in this Agreement to a Business Entity for convenience of operation within the first
12 months of this Agreement by signing Franchisor's standard form of assignment and assumption agreement
if (a) the Business Entity is formed solely for purposes of operating the Franchised Business, and (b) you
provide to Franchisor a copy of the Business Entity's formation and govemmg documents and a certificate of
good standing from the jurisdiction under which the Business Entity was formed Franchisor will not charge
you a fee for this form of transfer
12 3
Transfer Among Owners. Transfer of Non-Controlling Interest If you are a Business Entity, your
Owners may transfer their ownership interests in the Business Entity among each other, and may transfer up to
a Non-Controlling Interest in the Business Entity to one or more third parties, if (a) you have provided to
Franchisor advance notice of the transfer, (b) Attachment C has been amended to reflect the new ownership,
(c) each new Owner has signed a Limited Personal Guaranty and Undertaking m the form of Attachment D-L
and (d) you pay to Franchisor the administration fee as reflected in the Summary Pages Franchisor may, m its
sole discretion, waive the requirement that a new holder of a non-Controlling Interest in your Business Entity
sign the Limited Personal Guaranty and Undertaking
12 4
Transfer of Agreement. Transfer of the Franchised Business. Transfer of Controlling Interest All
other transfers (including any sale or transfer of your interest in this Agreement, the sale or transfer of all or
substantially all of the assets of the Shop, and the sale of a Controlling Interest m you if you are a Business
Entity) require Franchisor's prior written consent Franchisor will not unreasonably withhold its consent to a
transfer, but may condition its consent on satisfaction of any or all of the following
12 4 1 You shall have requested consent in writing and delivered to Franchisor a copy of the
proposed transfer agreements, including sale terms, at least 30 days prior to the proposed transfer, and
Franchisor has determined, in its sole and reasonable discretion, that the terms of the sale will not materially
and adversely affect the post transfer viability of the Franchised Business
12 4 2 The transferee shall demonstrate to Franchisor's satisfaction that the transferee meets
Franchisor's then-current educational, managerial and busmess standards, possesses a good moral character,
business reputation and credit rating, has the aptitude and ability to operate the Franchised Business, and has
sufficient equity capital to operate the Franchised Business (which condition shall be presumed if the
transferee's net worth is equal to or exceeds your net worth at the time of transfer, excluding the value of the
Franchised Business),

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12 4 3 All of your accrued monetaiy obligations and ail other outstanding obligations to Franchisor,
its Affiliates, and third party suppliers shall be up to date, fully paid and satisfied, and you must be in full
compliance with this Agreement and any other agreements between you and Franchisor, its Affiliates and your
suppliers,
12 4 4 You or the transferee shall have agreed to refurbish the Shop premises so that it meets
Franchisor's image requirements for a new Drybar Shop,
12 4 5 You and each Owner shall have executed a general release, in a form satisfactory to
Franchisor, of any and all clauns agamst Franchisor and its Afîllates and their respective officers, directors,
shareholders, manages, members, agents and employees in their corporate and individual capacities, mcluding,
without limitation, claims arising under federal, state and local laws, rules and ordinances, provided, however,
that any release will not be inconsistent with any state law regulating franchising,
12 4 6 You or the transferee shall have paid the Transfer Fee in the amount set forth m the Summary
Pages,
12 4 7 The transferee shall have executed Franchisor's then-current form of franchise agreement, the
terms of which may be materially different than the terms of this Agreement and may include, among other
things, a different percentage royalty fee and different advertising obligations The term of such agreement
shall be the remaining term of this Agreement at the time of transfer
12 4 8 If the transferee is a Business Entity, then the transferee's Owners each shall sign Franchisor's
standard form of Limited Guaranty and Personal Undertaking,
12 4 9 The transferee shall have complied with Franchisor's then-current initial training
requirements, and
12 4 10 If Franchisor introduced the buyer to you, you have paid all fees due Franchisor under its
then-current franchise resale policy or program
12 5
Transfers Void Any purported transfer, by operation of law or otherwise, made without Franchisor's
pnor wntten consent will be considered null and void and will be considered a material breach of this
Agreement
12 6 Security Interest You may grant a security interest m this Agreement or the franchise represented by
this Agreement only to the limited extent permitted by Section 9-408 of the Uniform Commercial Code Any
such security mterest may only attach to an interest in the proceeds of the operation of the Franchised Busmess
and may not entitle or permit the secured party to take possession of or operate the Franchised Business or to
transfer your mterest m the franchise without Franchisor's consent
12 7
Public Offerings If you are a Business Entity and you intend to issue equity interests pursuant to a
public or private offering, you shall first obtain Franchisor's written consent, which consent shall not be
unreasonably withheld You must provide to Franchisor for its review a copy of all offenng materials (whether
or not such materials are required by applicable secunties laws) at least 60 days prior to such documents being
filed with any government agency or distributed to investors No offering shall unply (by use of the Proprietary
Marks or otherwise) that Franchisor is participating in an underwriting, issuance or offenng of your secunties,
and Franchisor's review of any offering shall be limited to ensuring compliance with the terms of this
Agreement Franchisor may condition its approval on satisfaction of any or all of the conditions set forth m
Section 12 4 and on execution of an indemnity agreement, in a form prescribed by Franchisor, by you and any
other participants in the offenng For each proposed offering, you shall pay to Franchisor a retainer in an
amount determined by Franchisor, which Franchisor shall use to reimburse itself for the reasonable costs and
expenses it incurs (including, without limitation, attorneys' fees and accountants' fees) in connection with
reviewing the proposed offering

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12 8
Right of First Refusal If you receive a bona fide offer to purchase your interest in this Agreement or
all or substantially all of the assets of the Franchised Business, or if any Owner receives a bona fide offer to
purchase his or her equity interests in you, and you or such Owner wishes to accept such offer, you or the
Owner must deliver to Franchisor wntten notification of the offer and, except as otherwise provided herein.
Franchisor shall have the right and option, exercisable within 30 days after receipt of such written notification,
to purchase the seller's interest on the same terms and conditions offered by the third party If the bona fide
offer provides for the exchange of assets other than cash or cash equivalents, the bona fide offer shall include
the fair market value of the assets and you shall submit with the notice an appraisal prepared by a qualified
independent third party evidencing the fair market value of such assets as of the date of the offer Any material
change m the terms of any offer prior to closing shall constitute a new offer subject to the same right of first
refusal by Franchisor as in the case of an initial offer If Franchisor elects to purchase the seller's interest,
closing on such purchase must occur by the later of (a) the closmg date specified m the third party offer, or (b)
within 60 days ffom the date of notice to the seller of Franchisor's election to purchase Franchisor's failure to
exercise the option descnbed in this Section 12 8 shall not constitute a waiver of any of the transfer conditions
set forth in this Article 12
12 9 Transfer Upon Death or Incapacitation Upon the death or permanent incapacity (mental or physical)
of any person with an interest in this Agreement, m you, or m all or substantially all of the assets of the
Franchised Business, the executor, administrator, or personal representative of such person shall transfer such
interest to a third party approved by Franchisor within six months after such death or mental incapacity Such
transfers, including, without limitation, transfers by devise or inheritance, shall be subject to the same
conditions as an inter vivos transfer, except that the transfer fee shall be waived In the case of transfer by
devise or inheritance, however, if the heirs or beneficiaries of any such person are unable to meet the
conditions of this Section 12 9 , the executor, administrator, or personal representative of the decedent shall
transfer the decedent's interest to another party approved by Franchisor within six months, which disposition
shall be subject to all the terms and conditions for transfer contained in this Agreement If the interest is not
disposed of within such period. Franchisor may, at its option, terminate this Agreement, pursuant to
Section 13 5
12 10 Non-Waiver of Claims Franchisor's consent to a transfer shall not constitute a waiver ofany claims it
may have against the transferring party, and it will not be deemed a waiver of Franchisor's right to demand
strict compliance with any of the terms of this Agreement, or any other agreement to which Franchisor's and
the transferee are parties, by the transferee
13
DEFAULT AND TERMINATION
13 1
Termination In the Event of Bankruntcv or Insolvencv You shall be deemed to be m default under
this Agreement, and all rights granted to you in this Agreement shall automatically terminate without notice, if
you become insolvent or make a general assignment for the benefit of creditors, if a petition in bankruptcy is
filed by you or such a petition is filed against you and you do not oppose it, if you are adjudicated as bankrupt
or insolvent, if a bill in equity or other proceeding for the appointment of a receiver for you or other custodian
for your business or assets is filed and consented to by you, if a receiver or other custodian (permanent or
temporary) of your assets or property, or any part thereof, is appointed by any court of competent junsdiction,
if proceedings for a composition with creditors under any state or federal law is instituted by or against you, if a
final judgment remams unsatisfied or of record for 30 days or longer (unless a supersedeas bond is filed), if
you are dissolved, if execution is levied against your business or property, if judicial, non-judicial or
administrative proceedings to foreclose any hen or mortgage against the Franchised Location premises or assets
or equipment is instituted against you and not dismissed within 30 days, or if the real or personal property of
the Franchised Business is sold after levy thereupon by any sheriff, marshal, or constable
13 2 Termination with Notice and Without Opportunitv to Cure Franchisor has the nght to terminate this
Agreement, which termination will become effective upon delivery of notice without opportunityto cure if (a)
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your Operating Partner fails to successfully complete training, (b) you fail to acquire a site by the Site Selection
Date (c) you fail to open the Shop by the one-year anniversary of the Effective Date, (d) you abandon the
Franchised Business (which will be presumed if you cease operations for three consecutive business days or
more), (e) you lose any license required to operate the Franchised Business or you lose your nght to occupy the
Shop premises, (f) you or any Owner or Operating Partner is convicted of, or pleads no contest to, a felony, a
crime involving moral turpitude, or any other crime or offense that Franchisor believes is reasonably likely to
have an adverse effect on the System, (g) there is any transfer or attempted transfer in violation of Article 12 of
this Agreement, (h) you or any Owner fails to comply with the confidentiality or non-compete covenants in
Section 15 1 of this Agreement, or (t) you or any Owner has made any material misrepresentations m
connection with your franchise application, (j) you fail to comply with notification requirements set forth in
Sections 6 1 (b) or (c) concemmg investigations and Crisis Management Events, (k) you understate any
payment to Franchisor by 2% or more, or understate any such payment in any amount, twice in any two-year
penod, (I) if an unminent threat or danger to public health or safety results from the operation of the Franchised
Business, (m) you knowingly maintain false books or records or submit any false reports or statements to
Franchisor, (n) you offer unauthorized products or services with the Proprietary Marks or Copyrighted Works,
(o) purchase items for which Franchisor has identified approved or designated supplier or distributor from an
unapproved source, Q>) you fail to pass two or more quality assurance/health inspections within any rolling 12month period, (q) you fail to participate in any advertising or marketing program pursuant to Sections 9 5 or
9 6 on two or more occasions within any rolling 12-month period, (r) Franchisor delivers to you two or more
written notices of default pursuant to this Article 13 withm any rolling 12-month period, whether or not the
defaults described in such notices ultimately are cured, or 3 or more "non sufficient funds" charges in a 12
month period
13 3
Termination with 10-Dav Cure Period Franchisor has the right to terminate this Agreement, which
termination will become effective upon delivery of written notice of termination, if you fail to cure the
following defaults within 10 days after delivery of written notice (a) failure to obtain or maintain required
msurance coverage, (b) failure to pay any amounts due to Franchisor, (c) you fail to pay any amounts due to
your trade creditors (unless such amount is subject to a bona fide dispute), (d) you fail to pay any amounts for
which Franchisor has advanced funds for or on your behalf, or upon which Franchisor is acting as guarantor of
your obligations, (e) failure to comply with your minimum monthly local advertising expenditure requirements,
or (f) your violation of any provision of this Agreement concerning the use and protection of the Propnetaiy
Marks or Copyrighted Works
13 4
Termination with 30-Dav Cure Period Except as otherwise provided in this Article 13, Franchisor has
the right to terminate this Agreement, which termination will become effective upon delivery of written notice
of termination, if you fail to cure any curable default within 30 days after delivery of written notice
13 5
Termination Related to Death or Permanent Incanacitv Franchisor has the right to terminate this
Agreement if an approved transfer as required by Section 12 9 is not effected within the designated time frame
following a death or permanent incapacity (mental or physical)
13 6 Cross-Default Any default under any agreement between you and Franchisor or its Affiliates, and
failure to cure within any applicable cure period, shall be considered a default under this Agreement and shall
provide an independent basis for termination of this Agreement
13 7 Additional Remedies In addition to, or in lieu of, termination of this Agreement, in its sole discretion.
Franchisor may require the Shop be closed dunng any cure period relating to a default based on public health
and safety concerns
13 8 Step-in Rights To prevent any interruption of business of the Franchised Business and any injury to
the goodwill and reputation thereof which may be caused by operational or other matenal defaults thereby, you
hereby authonze Franchisor, and Franchisor shall have the right in lieu of terminating this Agreement, but not
the obligation, to step-in and operate the Franchised Business for as long as Franchisor deems necessaiy and
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practical, and without waiver of any other rights or remedies Franchisor may have under this Agreement, in the
event of your default under this Agreement If Franchisor undertakes to operate the Franchised Business,
Franchisor shall have the right to collect and pay from the revenues of the Franchised Business all expenses
relating to the operation of the Franchised Business including, without limitation. Royalty Fees and Brand
Development Fund contributions, employee salaries, reimbursement of Franchisor's expenses incurred in
connection with such operation, and a reasonable management fee You shall indemnify and hold Franchisor
harmless from any and all claims arising from the alleged acts and omissions of Franchisor and its
representatives in exercising its rights under this Section 13 8
14
POST TERMINATION OBLIGATIONS
14 1
Cease Use of Fropnetarv Marks and Copyrighted Works. Cancellation of Fictitious Name. Assignment
of E-mail Addresses. URLs. Domain Names, and Internet Listings Upon termination or expiration of this
Agreement, you shall immediately cease all use of the Proprietary Marks, Copyrighted Works and Confidential
Information You shall cancel any assumed name registration containing the Proprietary Marks You shall, at
Franchisor's option and request, assign to Franchisor all rights to all e-mail addresses, URLs, domain names,
Internet listings, and Internet accounts related to the Franchised Business
14 2
Assignment of Lease. De-ldentification Franchisor shall have the option to assume your lease for the
Shop premises, such option to be exercised at any time before or within 30 days after expiration or termination
of this Agreement If Franchisor exercises this option, you shall assign to Franchisor or its designee your
interest in the lease If Franchisor or its designee assumes your lease, title to all leasehold improvements will
convey to the assignee upon such assignment, without any further consideration If Franchisor does not
exercise its option, you shall modify the Shop premises (including, without limitation, the changing of the color
scheme and other distinctive design features, and the changing of and assigning to Franchisor of, the telephone
numbers) as may be necessary to distinguish the appearance of the Franchised Location from that of other
Drybar Shops, and shall make such specific additional changes to the Franchised Location as Franchisor may
reasonably request for that purpose Such de-identification must be completed within 60 days after expiration
or termination of this Agreement
14 3
Return of Manuals and Other Confidential Information You shall immediately deliver to Franchisor
the Manuals and all other manuals, records, correspondence, files, and any instructions containing Confidential
Information relating to the operation of the Franchised Business which are in your possession, and all copies
thereof (all of which are acknowledged to be the property of Franchisor)
14 4 Franchisor's Right to Purchase Fixtures, and Tangible Assets F ranchisor shall have an option (but no
obligation) to purchase all or any part of the Franchised Business's signs (not owned by Franchisor),
equipment, fixtures, useable inventory, and your ownership interest (if any) in the Franchised Location
premises from you free and clear of all liens, restrictions or encumbrances, exercisable by giving written notice
thereof to you within sixty (60) days after the fi-anchise expires or is terminated Franchisor shall be entitled to
all customary warranties and representations in connection with Franchisor's asset purchase, includmg, without
limitation, representations and warranties as to ownership and condition of and title to assets, liens and
encumbrances on assets, validity of contracts and agreements, and liabilities effecting tlie assets, contingent or
otherwise The purchase price for signs and equipment shall equal their net book value (cost, less depreciation)
or fair market value, whichever is lower, the purchase price for useable inventory shall equal to its invoiced
cost to you, and the purchase price for the premises shall be fair market value Fair market value shall be
determined by two (2) appraisers, with each party selecting one (1) appraiser, and the average of their
determinations constituting the binding market value Each party shall bear its own legal and other costs and
shall split the appraisal fees equally The purchase pnce shall be payable in cash (except that Franchisor may
assume any note or lease covering signs, equipment oi fixtures and any note covei ing the Franchised Location
premises) You agree to provide Franchisor the information necessary to establish the purchase price, to sign
and deliver to Franchisor a deed, bill of sale or an assignment of lease, transfer good and merchantable title to

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the assets purchased, free and clear or all hens and encumbrances (other than hens and security interest
acceptable to us, if any) with all sales and other transfer taxes paid by you and all licenses and permits of the
Franchised Business which may be assigned, and otherwise to cooperate with Franchisor in its taking title to
and possession and delivery of the items Franchisor purchases The purchase price shall be paid at the closing
of the purchase, which shall take place not later than ninety (90) days after determinate of the purchase price
Franchisor may exclude from the assets purchased hereunder cash or its equivalent and any equipment, signs,
inventory, materials and supplies that are not necessary (m function or quality) to the Franchised Busmess's
operation or that Franchisor has not approved as meeting standards for Shops, and the purchase price shall
reflect such exclusions Additionally, Franchisor has the right to set off against the purchase price, and thereby
reduce the purchase price by, any and all amounts you or your Owners owe to Franchisor If you fail or refuse
to comply with its obligations under this Section during the option period. Franchisor's option shall be
extended until fifteen (15) days after you comply
14 5
Franchisor's Right to Take Assignment of Lease Franchisor or Franchisor's designee shall have the
option (but no obligation) to assume any lease or sublease for the Franchised Location premises If Franchisor
or Its designee assumes any lease or sublease for the Franchised Location premises, the assignee must assume
all of your obligations under the lease from and after the date of assignment, but shall have no obligation to pay
any delinquent rent or to cure any other default under the lease that occurred or existed prior to the date of the
assignment You shall be solely responsible for any assignment fee or similar charge, or any increase or
acceleration of rent under all leases or subleases m connection with an assignment to Franchisor or its
designee
15
COVENANTS
15 1
Non-Competition Dunne Term of Agreement You and each Owner acknowledge that you and each
Owner will receive valuable specialized training and Confidential Information, including, without limitation,
information regarding the operational, sales, promotional, and marketing methods and techniques and trade
secrets of Franchisor and the System You and each Owner covenant and agree that during the term of this
Agreement, except as otherwise approved in writing by Franchisor, neither you nor any Owner may directly or
indirectly, for yourselves, or through, on behalf of, or m conjunction with any person, or legal entity
15 1 I Divert or attempt to divert any present or prospective customer ofthe Franchised Business to
any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other
act injurious or prejudicial to the goodwill associated with the Propnetary Marks and the System
15 12 Employ or seek to employ any person who is or has been within the previous 30 days
employed by Franchisor or an Affiliate of Franchisor as a salaried managerial employee, or otherwise directly
or indirectly induce such person to leave his or her employment
15 13 Own, maintain, advise, operate, engage m, be employed by, make loans to, invest m, provide
any assistance to, or have any interest m (as owner or otherwise) or relationship or association with, any
Competitive Business at any location within the United States, its territories or commonwealths, or any other
country, province, state or geographic area in which Franchisor or its Affiliates have used, sought registration
of or registered the Proprietary Marks or similar marks or operate or license others to operate a business under
the Proprietary Marks or similar marks
15 2
Non-Competition After Expiration or Termination of Agreement Commencing upon tlie later of (a)
expiration or termination of this Agreement (regardless of the cause for termination), or (b) a transfer permitted
under Article 12 of this Agreement, and continuing for an uninterrupted period of two years thereafter, neither
you nor any Owner may directly or indirectly, for yourselves, or through, on behalf of, or m conjunction with
any person, persons, or legal entity, own, maintain, advise, operate, engage in, be employed by, make loans to,
or have any interest m or relationship or association with a Competitive Business that (i) is, or is intended to
be, located at the location of the former Franchised Business, or (ii) within a five-mile radius of the Shop or

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any other Shop operating under the System and Proprietary Marks in existence or under development at the
time of such expiration, termination or transfer If any Owner ceases to be an Owner of the Franchisee for any
reason during the franchise term, the foregoing covenant shall apply to the departing Owner for a two-year
period beginning on the date such person ceases to meet the definition of an Owner The obligations described
m this Section 15 2 shall be tolled during any period of noncompliance
15 3 Additional Provisions The parties acknowledge and agree that Franchisor shall have the right, m its
sole discretion, to reduce the scope of any covenant set forth in Sections 15 1 and 15 2 , or any portion thereof,
without your consent or the consent of any Owner, effective unmediately upon delivery of written notice to the
affected party, and you and each Owner agree that such person shall comply forthwith with any covenant as so
modified You and each Owner expressly agree that the existence of any claims you may have against
Franchisor, whether or not arising from this Agreement, shall not constitute a defense to Franchisor's
enforcement of the covenants in this Article 15 You agree to pay all costs and expenses (mcluding reasonable
attorneys' fees) incurred by Franchisor m connection with the enforcement of this Article 15
15 4 Covenants from Individuals Each mdividual who attends Franchisor's training program shall be
required to sign a confidentiality and non-competition agreement substantially in the form attached as
Attachment D-2 to this Agreement You shall be responsible for ensurmg compliance with such agreement
15 5 Breach of Covenants Causes Irreparable Iniurv You acknowledge that your violation of any covenant
of this Article 15 would result in irreparable injuiy to Franchisor for which no adequate remedy at law may be
available, and you consent to the issuance of, and agree to pay all court costs and reasonable attorneys' fees
incurred by Franchisor in obtaining, without the posting of any bond, an ex parte or other order for injunctive
or other legal or equitable relief with respect to such conduct or action
15 6 Exception for Publiclv Held Companies The foregoing restrictions shall not apply to your ownership
or any Owner's ownership of less than a 5% beneficial interest in the outstanding equity securities of any
company registered under the Securities Act of 1933 or the Securities Exchange Act of 1934
15 7 Improvements If you, your employees, or Owners develop any new concept, process or improvement
in the operation or promotion of Drybar Shop (an "Improvement"), you agree to promptly notify Franchisor
and provide Franchisor with all necessary related information, without compensation Any such Improvement
shall become Franchisor's sole property and Franchisor shall be the sole owner of all related patents, patent
applications, and other intellectual property nghts You and your Owners hereby assign to Franchisor any
rights you or your Owners may have or acquire in the Improvements, including the right to modify the
Improvement, and waive and/or release all nghts of restraint and moral rights therein and thereto You and
your Owners agree to assist Franchisor in obtaining and enforcing the intellectual property rights to any such
Improvement in any and all countries and further agree to execute and provide Franchisor with all necessary
documentation for obtaming and enforcing such rights You and your Owners hereby irrevocably designate and
appoint Franchisor as agent and attomey-m-fact for you and for them to execute and file any such
documentation and to do all other lawful acts to further the prosecution and issuance of patents or other
intellectual property right related to any such Improvement In the event that the foregoing provisions of this
Section 15 7 are found to be invalid or otherwise unenforceable, you and your Owners hereby grant to
Franchisor a worldwide, perpetual, non-exclusive, fully-paid license to use and sublicense the use of the
Improvement to the extent such use or sublicense would, absent this Agreement, directly or mdu-ectly infhnge
on you or your Owners' rights therein
16
REPRESENTATIONS
16 1 Representations of Franchisor Franchisor represents and warrants that (a) Franchisor is duly organized
and validly existing under the law of the state of its formation, (b) Franchisor is duly qualified and authorized
to do business m each jurisdiction in which its business activities or the nature of the properties it owns
requires such qualification, and (c) the execution of this Agreement and the performance of Ae transactions
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contemplated by this Agreement are within Franchisor's corporate power and have been duly authorized
16 2
Representations of Franchisee
16 2 1 You represent and warrant that the information set forth in Attachment C. incorporated by
reference hereto, is accurate and complete in all matenal respects You shall notify Franchisor in writing withm
10 days of any change in the information set forth in Attachment C You further represent to Franchisor that
(a) you are duly organized and validly existing under the law of the state of your formation, (b) you are duly
qualified and authorized to do business in each jurisdiction in which your business activities or the nature of
the properties you own require such qualification, (c) your corporate charter or written partnership or limited
liability company agreement, as applicable, will at all times provide that your activities are confined
exclusively to the operation of the Franchised Business You warrant and represent that neither you nor any of
your Affiliates or Owners own, operate or have any financial or beneficial interest in any business that is the
same as or similar to Drybar Shop, and the execution of this Agreement and the performance of the
transactions contemplated by this Agreement are within your corporate power, or if you are a partnership or a
limited liability company, are permitted under your written partnership or limited liability company agreement
and have been duly authorized
16 2 2 You acknowledge that you have conducted an independent investigation of DRYBAR
franchise opportunity, and recognize that the business venture contemplated by this Agreement involves
business risks and that its success will be largely dependent on your ability as an independent busmess person
16 2 3 Except for representations contained m Franchisor's Franchise Disclosure Document provided
to you in conjunction with this franchise offering, you represent that neither Franchisor nor its agents or
representations have made any representations, and you have not relied on representations made by Franchisor
or Its agents or representatives, concern mg actual or potential gross revenues, expenses or profit of a Diybar
Shop
16 2 4 You acknowledge that you received a complete copy of this Agreement and all related
attachments and agreements at least 7 calendar days pnor to the date on which this Agreement was executed
You further acknowledge that you have received the Franchise Disclosure Document required by the Trade
Regulation Rule of the Federal Trade Commission entitled "Disclosure Requirements and Prohibitions
Concerning Franchising" at least 14 calendar days prior to the date on which this Agreement was executed
16 2 5 You acknowledge that you have read and that you understand the terms of this Agreement and
Its attachments, and that you have had ample time and opportunity to consult with an attorney or business
advisor of your choice about the potential risks and benefits of entering into this Agreement
16 2 6 You represent that neither your property nor any interest in your property, nor the property of
any of your Owners, officers, directors, managers, members, partners, agents or employees, or their respective
interests therein, have been blocked pursuant to Executive Order 13224 of September 23,2001, pertaining to
persons who commit, threaten to commit, or support terrorism ("Blocked Persons") You represent and
warrant to Franchisor that you will not accept money from or employ any Blocked Person
17
NOTICES
17 1
Notices All notices or demands shall be in writing and shall be served m person, by Express Mail, by
certified mail, by pnvate ovemight delivery, or by facsunile or other electronic system Service shall be
deemed conclusively made (a) at the time of service, if personally served, (b) 24 hours (exclusive of weekends
and national holidays) after deposit in the United States mail, properly addressed and postage prepaid, if served
by Express Mail, (c) upon the earlier of actual receipt or three calendar days after deposit in the United States
mail, properly addressed and postage prepaid, return receipt requested, if served by certified mail, (d) 24 hours
after delivery by the party giving the notice, statement or demand if by pnvate ovemight dehveiy, and (e) at the
time of transmission by facsimile, if such transmission occurs prior to 5 00 p m on a Business Day and a copy

26
V3
of such notice is mailed within 24 hours after the transmission Notices and demands shall be given to the
respective parties at the addresses set forth on the Summary Pages, unless and until a different address has
been designated by written notice to the other party Either party may change its address for the purpose of
receiving notices, demands and other communications as in this Agreement by providing a written notice given
in the manner aforesaid to the other party
18
CONSTRUCTION
18 1
Entire Agreement This Agreement and any other agreements executed by the parties concurrently
with the parties' execution of this Agreement represent the entire fully integrated agreement between the
parties and supersede all other negotiations, agreements, representations, and covenants, oral or written
Notwithstandmg the foregoing, nothing m this Agreement shall disclaim or require you to waive reliance on
any representation that Franchisor made in the Franchise Disclosure Document (including its exhibits and
amendments) that Franchisor delivered to you in connection with this franchise offenng Except for those
changes permitted to be made unilaterally by Franchisor hereunder, no amendment, change or variance fi-om
this Agreement shall be binding on either party unless mutually agreed to m writing by the parties and executed
by their authorized officers or agents
18 2
No Waiver No waiver or modification of this Agreement or of any covenant, condition, or lumtation
herein contained shall be valid unless the same is made in writing and duly executed by the party to be charged
therewith No evidence of any waiver or modification shall be offered or received in evidence in any
proceeding, arbitration, or litigation between the parties arising out of or affectmg this Agreement, or the rights
or obligations of any party hereunder, unless such waiver or modification is m writing, duly executed as
aforesaid
18 3 Severabilitv The invalidity or unenforceability ofany provision ofthis Agreement shall not affectthe
validity or enforceability of any other provision of this Agreement
18 4 Survival of Terms Any provision or covenant of this Agreement which expressly or by its nature
imposes obligations beyond the expiration or termination of this Agreement shall survive such expiration or
termination
18 5
Definitions and Captions Unless otherwise defined in this body ofthis Agreement, capitalized terms
shall have the meaning ascribed to them m Attachment A ("Glossary of Additional Terms") All captions in
this Agreement are intended for the convenience of the parties, and none shall be deemed to affect the meaning
or construction of any provision of this Agreement
18 6 Persons Bound This Agreement shall be binding on the parties and their respective successors and
assigns Each Owner shall execute the Limited Personal Guaranty and Undertaking attached as Attachment Di Failure or refusal to do so shall constitute a breach of this Agreement You and each Owner shall be joint
and severally liable for each person's obligations hereunder and under the Limited Personal Guaranty and
Undertaking
18 7
Rules of Construction Neither this Agreement nor any uncertainty or ambiguity in this Agreement
shall be construed or resolved against the drafter of this Agreement, whether under any rule of construction or
otherwise Terms used in this Agreement shall be construed and interpreted according to their ordinaiy
meanmg If any provision of this Agreement is susceptible to two or more meanings, one of which would
render the provision enforceable and the other(s) which would render the provision unenforceable, the
provision shall be given the meaning that renders it enforceable
18 8 Timing Time is of the essence with respect to all provisions in this Agreement Notwithstanding the
foregoing, if performance of either party is delayed on account of a Force Majeure, the applicable deadlme for
performance shall be extended for a period commensurate with the Force Majeure, but not to exceed 12
months

27
V3
19
APPLICABLE LAW, DISPUTE RESOLUTION
19 1 Choice of Law This Agreement and ail claims arismg out of or related to this Agreement or the
parties' relationship created hereby shall be construed under and governed by the laws of the State of
California (without giving effect to any conflict of laws), provided that the covenants regarding non
competition contained in Sections 15 1 and 15 2 of this Agreement will be construed under and governed by
the laws of the State in which the Shop is located
19 2
Mediation
19 2 1 The parties acknowledge that during the term and any extensions of this Agreement certain
disputes may arise that the parties are unable to resolve, but that may be resolvable through mediation To
facilitate such resolution. Franchisor, you, and each Owner agree to submit any claim, controversy or dispute
between Franchisor or its Affiliates (and Franchisor's and its Affiliate's respective owners, officers, directors,
agents, representatives and/or employees) and you or your Affiliates (and your Owners, agents, representatives
and/or employees) arismg out of or related to (a) this Agreement or any other agreement between Franchisor
and you, (b) Franchisor's relationship with you, or (c) the validity of this Agreement or any other agreement
between Franchisor and you, to mediation before bringmg such claim, controversy or dispute in a court or
before any other tribunal
19 2 2 The mediation shall be conducted by a mediator agreed upon by Franchisor and you and,
failing such agreement within not more than 15 days after either party has notified the other of its desu^ to seek
mediation, by the American Arbitration Association or any successor organization ("AAA") in accordance with
Its rules governing mediation Mediation shall be held at the offices of the AAA in Orange County, California
The costs and expenses of mediation, including the compensation and expenses ofthe mediator (but excluding
attorneys' fees incurred by either party), shall be borne by the parties equally
19 2 3 If the parties are unable to resolve the claim, controversy or dispute within 90 days after the
mediator has been chosen, then, unless such time period is extended by written agreement of the parties, either
party may bring a legal proceeding pursuant to Section 19 3 The parties agree that statements made during
such mediation proceeding will not be admissible for any purpose m any subsequent legal proceeding
19 2 4 Notwithstandmg the foregoing provisions of this Section 19 2 4 , the parties' agreement to
mediate shall not apply to controversies, disputes or clauns related to or based on amounts owed to Franchisor
pursuant to this Agreement, the Proprietary Marks, Copyrighted Works or Franchisor's Confidential
Information Moreover, regardless of this mediation agreement. Franchisor and you each have the right in a
proper case to seek temporary restraining orders and temporary or preluninary injunctive relief in any court of
competent jurisdiction
19 3 Venue With respect to any controversies, disputes or claims which are not finally resolved through
mediation as provided in Section 19 2 , the parties agree that any action brought by either party against the
other in any court, whether federal or state, shall be brought within the state and federal judicial district courts
located in Orange County, California, and the parties hereby waive all questions of personal jurisdiction or
venue for the purpose of carrying out this provision
19 4
Non-exclusivitv of Remedv No right or remedy conferred upon or reserved to Franchisor or you by
this Agreement is intended to be, nor shall be deemed, exclusive of any other right or remedy in this
Agreement or by law or equity provided or permitted, but each shall be cumulative of every other right or
remedy
19 5
WA rVFR OF JURY TRIAL THE PARTIES IRREVOCABLY WAIVE TRIAL BY JURY IN ANY
ACTION, PROCEEDING, OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY, BROUGHT BY
EITHER OF THEM AGAINST THE OTHER, WHETHER OR NOT THERE ARE OTHER PARTIES IN
SUCH ACTION OR PROCEEDING

28
V3
19 6 WAIVER OF PUNITIVE DAMAGES THE PARTIES HEREBY WAIVE TO THE FULLEST

EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY
DAMAGES AGAINST THE OTHER AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN
THEM EACH SHALL BE LIMITEDTO THE RECOVERY OF ANY DIRECT OR GENERAL DAMAGES
SUSTAINED BY IT
19 7 Right to Iniunctive Relief Nothing in this Agreement contained shall bar Franchisor's right to seek
injunctive relief from any court of competent jurisdiction, and you agree to pay all costs and reasonable
attorneys' fees incurred by Franchisor m obtaining such relief
19 8 Attomevs' Fees If either party commences a legal action against the other party arising out of or m
connection with this Agreement, the prevailing party shall be entitled to have and recover from the other party
Its reasonable attorneys' fees and costs of suit
19 9 Counterparts This Agreement may be executed m one or more counterparts, each of which shall be
deemed to be an onginal, but all of which together shall constitute one agreement
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates noted below, but effective
for all purposes as of the Effective Date
FRANCHISEE
By
By
Name
Name
Title
Title _
Date
Date

29
V3
AMENDMENT TO DRYBAR FRANCfflSEVG LLC

FOR THE STATE OF CALIFORNIA
The DRYBAR FRANCHISING LLC Franchise Agreement between
("Franchisee" or "You") and DRYBAR FRANCHISING LLC ("Franchisor") dated
(the "Agreement") shall be amended by the addition of the following language, which shall be considered an
integral part of the Agreement (the "Amendment")
CALIFORNIA LAW MODIFICATIONS
1
The California Department of Business Oversight requires that certain provisions contained m
franchise documents be amended to be consistent with California law, including the California Franchise
Investment Law, CAL CORPORATIONS CODE Section 31000 et seq, and the California Franchise
Relations Act, CAL BUS &PROF CODE Section 20000 et seq To the extent that the Agreement contams
provisions that are inconsistent with the following, such provisions are hereby amended
a
California Business and Professions Code Sections 20000 through 20043 provide
rights to You concerning nonrenewal and termination of the Agreement The Federal
Bankruptcy Code also provides rights to You concerning termination of the
Agreement upon certain bankruptcy-related events To the extent the Agreement
contains a provision that is inconsistent with these laws, these laws shall control
If Franchisee is required in the Agreement to execute a release of claims, such release

shall exclude claims arising under the California Franchise Investment Law and the
California Franchise Relations Act
If the Agreement requires payment of liquidated damages that is inconsistent with

California Civil Code Section 1671, the liquidated damage clause may be
unenforceable
If the Agreement contains a covenant not to compete which extends beyond the
expiration or termination of the Agreement, the covenant may be unenforceable
under California law
If the Agreement requires litigation, arbitration or mediation to be conducted in a

forum other than the State of California, the requirement may be unenforceable under
California law
If the Agreement requires that it be governed by a state's law, other than the State of
California, such requirement may be unenforceable
Nothing in this or in any related agreement, however, is intended to disclaim the

representations we made m the franchise disclosure document that we furnished to
you
2
As to any state law described in this Amendment that declares void or unenforceable any
provision contained in the Franchise Agreement, Franchisor reserves the right to challenge the enforceability of
the state law by, among other things, bringing an appropriate legal action or by raismg the claim in a legal
action or arbitration that you have initiated

30
V3
EV WITNESS WHEREOF, the parties hereto have signed this Agreement Upon execution and
delivery of this Agreement by both parties the effective date shall be the date first above written
DRYBAR FRANCHISING LLC ("DRYBAR")
By
Title
Date
("FRANCHISEE")
By
Title.
Date.

Franchise Agreement ] 2014
31
V3
AMENDMENT TO DRYBAR FRANCfflSING LLC

FOR THE STATE OF ILLINOIS
(the "Agreement") will be amended by the addition of the following language, which will be considered an
ILLDÔIS LAW MODIFICATIONS
1
The Illinois Attorney General's Office requires that certain provisions contained m franchise
documents be amended to be consistent with Illinois law, including the Franchise Disclosure Act of 1987, 111
Rev Stat ch 815 para 705/1 - 705/44 (1994) (the "Act") To the extent that this Agreement contains
provisions that are inconsistent with the following, those provisions are amended as follows
a
Sections 705/19 and 705/20 of the Act provide nghts to franchisees concerning
nonrenewal and termination of a franchise If the Agreement contains a provision
that is mconsistent with the Act, the Act will control
Any release of claims or acknowledgments of fact contained in the Agreement that

would negate or remove from judicial review any statement, misrepresentation or
action that would violate the Act, or a rule or order under the Act, are unenforceable
with respect to claims under the Act
Any provision that designates jurisdiction or venue or requires Franchisee to agree to

jurisdiction or venue in a forum outside of Illinois is void with respect to any cause of
action which is otherwise enforceable in Illinois, except arbitration may take place
outside the state of Illinois
If this Agreement requu-es that it be governed by a state's law, other than the State of
Illinois, to the extent that such law conflicts with Illinois law, Illinois law will
control
To the extent that the Act prohibits the disclaimer of representations contained in
Franchisor's Franchise Disclosure Document, the Agreement is amended to include
representations made m Franchisor's Franchise Disclosure Document to the extent
required by law
Section 41 of the Act states that "any condition, stipulation, or provision purporting
to bind any person acquiring any franchise to waive compliance with any provision of
this Act is void "To the extent that any provision m this Agreement is mconsistent
with Illinois law, Illinois law will control
Illinois Franchise Disclosure Act paragraph 705/27 provide rights to you concerning
periods of limitation for bring claims under this Agreement If this Agreement
contains a provision that is mconsistent with the Act, but the Act shall control
2
Each provision of this Amendment will be effective only to the extent that the junsdictional
requirements of Illinois law applicable to the provisions are met independent of this Amendment This
Amendment will have no force or effect if such jurisdictional requirements are not met
32
V3
IN WITNESS WHEREOF, the parties have signed this Agreement On execution and delivery of
this Agreement by both parties, the effective date will be the date first above written
By
Title
Date
("FRANCHISEE")
By
Title.
Date

33
V3

FOR THE STATE OF MARYLAND
(the "Agreement") shaU be amended by the addition of the following language, which shall be considered an
MARYLAND LAW MODIFICATIONS
1
The Maryland Securities Division requires that certam provisions contained in fi^chise
documents be amended to be consistent with Maryland law, including the Maryland Franchise Registration and
Disclosure Law, Md Code Ann, Bus Reg 14-201 - 14-233 (1994) To the extent that this Agreement
contains provisions that are inconsistent with the following, such provisions are hereby amended
a
Franchisee is required in this Agreement to execute a release of claims and/or to

acknowledge facts that would negate or remove from judicial review any statement,
misrepresentation or action that would violate the Act, or a rule or order under the
Act Such release shall exclude clauns arising under the Maryland Franchise
Registration and Disclosure Law, and such acknowledgments shall be void with
respect to claims under the Law
This Agreement requires litigation to be conducted m a forum other than the State of
Maryland The requirement shall not be interpreted to limit any rights Franchisee
may have under Sec 14-216 (c)(25) of the Maryland Franchise Registration and
Disclosure Law to bring suit in the state of Maryland
The general release required as a condition of renewal, sale, and/or

assignment/transfer shall not apply to any liability under the Maryland Franchise
Registration and Disclosure Law
This Agreement is hereby amended to reflect that any claims arising under the
Maryland Franchise Registration and Disclosure Law must be brought withm 3 years
after the grant of the franchise
Section 14-226 of the Maryland Franchise Registration and Disclosure Law prohibits
a franchisor from requiring a prospective franchisee to assent to any release, estoppel
or waiver of liability as a condition of purchasing a franchise This Agreement
requires prospective franchisees to disclaim the occurrence and/or acknowledge the
non-occurrence of acts that would constitute a violation of the Franchise Law All
representations in this Agreement requiring prospective franchisees to assent to any
release, estoppel or waiver of liability are not intended to and shall not act as a
release, estoppel or waiver of any liability incurred under the Maryland Franchise
Registration and Disclosure Law resulting from the offer or sale of the franchise
2
Based upon our financial condition, the Maryland Securities Commissioner has imposed a fee
deferral requirement Accordingly, you will not be required to pay the Initial Franchise Fee due to us and/or
our affiliates, including the grand opening fee, until we have completed all our pre-openmg obligations to you
and you begin operating your franchise business

34
V3
3
Each provision of this Amendment shall be effective only to the extent that the jurisdictional
requirements of the Maryland Franchise Registration and Disclosure Law, with respect to each such provision,
are met independent of this Amendment This Amendment shall have no force or effect if such jurisdictional
requirements are not met
4
provision contained in the Franchise Agreement, Franchisor reserves the nghtto challenge the enforceability of
the state law by, among other things, bringing an appropriate legal action or by raising the claim in a legal
IN WITNESS WHEREOF, the parties hereto have signed this Agreement Upon execution and
ByTitle.
Date
("FRANCHISEE")
By
Title.
Date

35
V3

FOR THE STATE OF MINNESOTA
MINNESOTA LAW MODIFICATIONS
1
The Commissioner of Commerce for the State of Minnesota requires that certain provisions
contained in franchise documents be amended to be consistent with Minnesota Franchise Act, Minn Stat
Section 80 01 rt^,and
of the Rules and Regulations promulgated under the Act (collectively the "Franchise
Act") To the extent that the Agreement and Franchise Disclosure Document contain provisions that are
inconsistent with the following, such provisions are hereby amended
a
The Minnesota Department of Commerce requires that Franchisor indemnify
Minnesota Franchisees against liability to third parties resulting from claims by third parties that Franchisee's
use of the Proprietary Marks infringes trademark rights of the third party Franchisor does not indemnify
against the consequences of Franchisee's use of the Proprietary Marks except in accordance with the
requirements of the Agreement, and, as a condition to indemnification. Franchisee must provide notice to
Franchisor of any such claim within 10 days after the earlier of (i) actual notice of the claim or (ii) receipt of
written notice of the claim, and must therein tender the defense of the claim to Franchisor t If Franchisor
accepts the tender of defense. Franchisor has the right to manage the defense of the claim including the right to
compromise, settle or otherwise resolve the claim, and to determine whether to appeal a final determination of
the claim If the Agreement and/or the Franchise Disclosure Document contains a provision that is inconsistent
with the Franchise Act, the provisions of the Agreement shall be superseded by the Act's requirements and
shall have no force or effect
b
Franchise Act, Sec 80C 14, Subd 4 , requires, except in certain specified cases, that
Franchisee be given written notice of a Franchisor's intention not to renew 180 days prior to expiration of the
franchise and that Franchisee be given sufficient opportunity to operate the franchise in order to enable
Franchisee the opportunity to recover the fair market value of the franchise as a going concern If the
Agreement and/or the Franchise Disclosure Document contains a provision that is inconsistent with the
Franchise Act, the provisions of the Agreement shall be superseded by the Act's requirements and shall have
no force or effect
c
Franchise Act, Sec 80C 14, Subd 3 , requires, except in certain specified cases, that
Franchisee be given 90 days' notice of termination (with 60 days to cure) If the Agreement and/or the
Franchise Disclosure Document contains a provision that is inconsistent with the Franchise Act, the provisions
of the Agreement shall be superseded by the Act's requirements and shall have no force or effect
d
If the Agreement and/or the Franchise Disclosure Document requires Franchisee to
execute a release of claims or to acknowledge facts that would negate or remove from judicial review any
statement, misrepresentation or action that would violate the Franchise Act, such release shall exclude claims
arising under the Franchise Act, and such acknowledgments shall be void with respect to claims under the Act
e
If the Agreement and/or the Franchise Disclosure Document requires that it be
governed by a state's law, other than the State of Minnesota, those provisions shall not m any way abrogate or
reduce any rights of Franchisee as provided for in the Franchise Act, including the nght to submit matters to
36
V3
thejunsdiction of the courts of Muinesota

f
If the Agreement and/or the Franchise Disclosure Document requires Franchisee to
sue Franchisor outside the State of Minnesota, tliose provisions shall not m any way abrogate or reduce any
rights of Franchisee as provided for m the Franchise Act, including the right to submit matters to the
jurisdiction of the courts of Minnesota
g
Minn Rule 2860 4400J prohibits Franchisor from requiring You to consent to
liquidated damages and prohibits waiver of a jury trial If the Agreement and/or the Franchise Disclosure
Document contains a provision that is inconsistent with the Minn Rule, the provisions of the Agreement
and/or the Franchise Disclosure Document shall be superseded by the Minn Rule's requirements and shall
have no force or effect
h
Section 2 of this Agreement is revised to state that all initial fees and payments due to
Franchisor before Franchisee opens for business are deferred until Franchisor completes its pre-openmg
obligations to Franchisee and Franchisee opens for business
2
Each provision of this Agreement and/or the Franchise Disclosure Document shall be effective
only to the extent that the junsdictional requirements of the Minnesota law applicable to the provision are met
independent of this Amendment This Amendment shall have no force or effect if such jurisdictional
3
As to any state law descnbed m this Amendment that declares void or unenforceable any
provision contained m the Franchise Agreement, Franchisor reserves the nght to challenge the enforceability of
the state law by, among other things, bringing an appropriate legal action or by raising the claim m a legal
IN WITNESS WHEREOF, the pailies hereto have signed this Agreement Upon execution and
delivery of this Agreement by both parties the effective date shall be the date fnst above written
By
Title.
Date
("FRANCHISEE")
By
Title
Date

37
V3

FRANCHISE AGREEMENT
FOR THE STATE OF NEW YORK
NEW YORK LAW MODIFICATIONS
1
The New Yoik Department of Law requires that certain provisions contained in franchise
documents be amended to be consistent with New York law, including the General Business Law, Article
33, Sections 680 through 695 (1989) To the extent that the Agreement contains provisions that are
a
If Franchisee is required in the Agreement to execute a release of claims or to

misrepresentation or action that would violate the General Business Law, regulation,
rule or order under the Law, such release shall exclude claims arising under the New
York General Business Law, Article 33, Section 680 through 695 and the regulations
promulgated thereunder, and such acknowledgments shall be void It is the intent of
this provision that non-waiver provisions of Sections 687 4 and 687 5 of the General
Business Law be satisfied
New York, the choice of law provision shall not be considered to waive any rights
conferred upon Franchisee under the New York General Busmess Law, Article 33,
Sections 680 through 695
2
requirements of the New York General Business Law, with respect to each such provision, are met
independent of this Amendment This Amendment shall have no force or effect if such jurisdictional
IN WrrNESS WHEREOF, the parties hereto have signed this Agreement Upon execution and
By
Title.
Dale
("FRANCHISEE")
By
Title
Date

38
V3

FOR THE STATE OF NORTH DAKOTA
NORTH DAKOTA LAW MODIFICATIONS
1
The North Dakota Securities Commissioner requires that certain provisions contained in
franchise documents be amended to be consistent with North Dakota law, including the North Dakota
Franchise Investment Law, North Dakota Century Code Annotated Chapter 51-19, Sections 51-19-01 through
51-19-17 (1993) To the extent that the Agreement contams provisions that are inconsistent with the
following, such provisions are hereby amended
a
If Franchisee is requu-ed in the Agreement to execute a release of claims or to

misrepresentation or action that would violate North Dakota Law, or a rule or order
under North Dakota Law, such release shall exclude claims arising under North
Dakota Law, and such acknowledgments shall be void with respect to claims under
the Law
Covenants not to compete during the term of and upon termination or expiration of
the Agreement are enforceable only under certain conditions according to North
Dakota Law If the Agreement contains a covenant not to compete which is
inconsistent with North Dakota Law, the covenant may be unenforceable
If the Agreement requires litigation to be conducted in a forum other than the State of
North Dakota, the requirement is void with respect to claims under North Dakota
Law
North Dakota, to the extent that such law conflicts with North Dakota Law, North
Dakota Law shall control
If the Agreement lequires mediation or arbitration to be conducted m a forum other

than the State of North Dakota, the requirement may be unenforceable under North
Dakota Law Arbitration involving a franchise purchased in the State of North
Dakota must be held either in a location mutually agreed upon prior to the arbitration
or if the parties cannot agree on a location, the location shall be determined by the
arbitrator
Section 19 5 of the Agreement entitled "WAIVER OF JURY TRIAL" is deleted

in Its entirety
2
requirements of North Dakota Law, with respect to each such provision, are met independent of this
Amendment This Amendment shall have no force or effect if such junsdictional requu-ements are not met

39
V3
3
provision contained in the Franchise Agreement, Franchisor reserves the nght to challenge the enforceability of
the state law by, among other things, bringing an appropriate legal action or by raising the claim in a legal
By
Title
Date
("FRANCfflSEE")
By
Title.
Date

Franchise Agreement 1 2014
40
V3

FOR THE STATE OF RHODE ISLAND
RHODE ISLAND LAW MODrFTCATIONS
1
The Rhode Island Securities Division requires that certain provisions contained in franchise
documents be amended to be consistent with Rhode Island law, including the Franchise Investment Act, RI
Gen Law ch 395 Sec 19-28 I-l-19-28 1-34 To the extent that this Agreement contams provisions that are
a
If this Agreement requires litigation to be conducted in a forum other than the State
of Rhode Island, the requirement is void under Rhode Island Franchise Investment
Act Sec 19-28 1-14
If this Agreement requires that it be governed by a state's law, other than the State of
Rhode Island, to the extent that such law conflicts with Rhode Island Franchise
Investment Act it is void under Sec 19-28 1-14
If Franchisee is required m this Agreement to execute a release of claims or to

misrepresentation or action that would violate the Act, or a rule or order under the
Act, such release shall exclude claims arising under the Rhode Island Franchise
Investment Act, and such acknowledgments shall be void with respect to claims
under the Act
2
requirements of the Rhode Island Franchise Investment Act, with respect to each such provision, are met
independent of this Amendment This Amendment shall have no force or effect if such junsdictional
3
As to any state law described m this Amendment that declares void or unenforceable any
provision contained m the Franchise Agreement, Franchisor reserves the nght to challenge the enforceability of
the state law by, among other things, bringing an appropnate legal action or by raising the claim in a legal
deliveiy of this Agreement by both parties the effective date shall be the date first above written
By
Title.
Date
("FRANCHISEE")
41
V3
By_
Title.
Date

42
V3
AMENDMENT TO ORYEAR FRANCfflSING LLC

FRANCmSE AGREEMENT
FOR THE STATE OF WASHINGTON
mtegral part of the Agreement (the "Amendment")
WASHINGTON LAW MODIFICATIONS
1
The Director of the Washington Department of Financial Institutions requires that certain
provisions contained in franchise documents be amended to be consistent with Washington law, includmg the
Washington Franchise Investment Protection Act, WA Rev Code 19 100 010 to 19 100 940 (1991) To the
extent that the Agreement contains provisions that are inconsistent with the following, such provisions are
hereby amended
a
Washington Franchise Investment Protection Act provides nghts to You concerning

nonrenewal and termination of the Agreement If the Agreement contains a provision
that IS inconsistent with the Act, the Act shall control
If Franchisee is required in the Agreement to execute a release of claims, such release

shall exclude clauns arising under the Washington Franchise Investment Protection
Act, except when the release is executed under a negotiated settlement after the
Agreement is m effect and where the parties are represented by independent counsel
If there are provisions in the Agreement that unreasonably restnct or limit the statute
of lunitations period for claims brought under the Act, or otlier rights or remedies
under the Act, those provisions may be unenforceable
If the Agreement requires litigation, arbitration or mediation to be conducted m a

forum other than the State of Washington, the requirement may be unenforceable
under Washington law Arbitration involving a franchise purchased in the State of
Washington, must either be held in the State of Washington or in a place mutually
agreed upon at the time of the arbitration, or as determined by the arbitrator
Washington, and there is a conflict between the law and the Washington Franchise
Investment Protection Act, the Washington Franchise Investment Protection Act shall
control
Transfer fees are collectable to the extent that they reflect the franchisor's reasonable
estimated or actual costs m effecting a transfer
2
requirements of the Washington law applicable to the provision are met mdependent of this Amendment This
Amendment shall have no force or effect if such jurisdictional requirements are not met
3

State Specific Addendum
California
V3
provision contained in the Franchise Agreement, Franchisor reserves the nght to challenge the enforceability of
the state law by, among other things, bringing an appropnate legal action or by raising the claim m a legal
By
Title
Dale
("FRANCHISEE")
By
Tide.
Date

State Specific Addendum
California
V3

FRANCHISE AGREEMENT
ATTACHMENT A
GLOSSARY OF ADDITIONAL TERMS
"Account" means your commercial bank operating account
"Affiliate" means an affiliate of a named person identified as any person or entity that is controlled by,
controlling or under common control with such named person
"Agreement" means the Franchise Agreement
"Business Day" means each day other than a Saturday, Sunday, U S holiday or any other day on which the
Federal Reserve is not open for business m the United States
"Business Entity" means any person with the power to enter into contracts, other than a natural person The
term includes a corporation, limited liability company, limited partnership, and trust
"Competitive Business" means any retail establishment providing hau--care services (including, without
limitation, any of the following haircutting, hair colonng, blow-drying, hair styling, washing)
"Confidential Information" means all trade secrets, and other elements of the System, all customer
information, all information contamed in the Manuals, Franchisor's standards and specifications for all services
and products offered atDiybar Shops, financial information, marketing data, vendor and supplier information,
all other knowledge, trade secrets, or know-how concerning the methods of operation of the Franchised
Business which may be communicated to you, or of which you may be appnsed, by virtue of their operation
under the terms of the Franchise Agreement, and all other mformation that Franchisor designates
"Controlling Interest" shall mean an ownership interest of 50% or more in you, or in some cases, less than
50% if we determine, in our discretion, an owner with less than 50% ownership interest has substantial
authority and/or power over you and/or your operation of the Franchise Business
"Copyrighted Works" means works of authorship which are owned by Franchisor and fixed m a tangible
medium of expression mcluding, without limitation, the content of the Manual, the design elements of the
Proprietary Marks, Franchisor's product packaging, and advertising and promotional matenals, and the content
and design of Franchisor's Website and advertising and promotional materials
"CPI" or "Consumer Price Index" means the annual average of the Consumer Price Index for All Urban
Consumers, Service Group Only, 1982-1984=100, published by the Bureau ofLabor Statistics of the United
States Department of Labor If the Bureau of Labor Statistics ceases publishing the Consumer Price Index,
then the successor or most nearly comparable index as selected by Franchisor will be used
"Crisis Management Event" means any event that occurs at or about the Shop premises or m connection with
the operation of the Franchised Business that has or may cause harm or injury to customers or employees, such
as contagious diseases, natural disasters, terronst acts, acts of violence, or any other circumstance which may
materially and adversely affect the System or the goodwill symbolized by the marks
"Force Majeure" means acts of God (such as tornadoes, earthquakes, hurricanes, floods, fire or other natural
catastrophe), strikes, lockouts or other industrial disturbances, war, terrorist acts, not or other civil disturbance,
epidemics, or other similar forces which could not, by the exercise of reasonable diligence, have been avoided,
provided, however, that neither an act or failure to act by a government authority, nor the performance,
nonperformance, or exercise of rights by your lender, contractor, or other person qualifies as a Force Majeure

Attachment A
V3
unless the act, failure to act, performance, non-performance, or exercise of rights resulted from a Force
Majeure Your financial inability to perform or your insolvency is not a Force Majeure
"Gross Revenue" means the aggregate of (1) all revenue from the sale of products and services, gift
certificates and memberships, whether made for cash, on credit, or otherwise, without reserve or deduction for
mabihty or failure to collect, that you, in the normal course of your operations would credit or attribute to the
operation of a Drybar Shop, (2) all monies, trade value (including the value of goods or services received from
a barter exchange) or other things of value that you receive from Shop operations at, in, or from the Shop
premises that are not expressly excluded from Gross Revenue, and (3) business interruption insurance
proceeds Gross Revenue does not include (1) monies received directly by your stylists in the form of tips or
gratuities, (2) the exchange of merchandise between Drybar Shops (if you operate multiple Shops) if the
exchanges are made solely for the convenient operation of your business and not for the purpose of depriving
us of the benefit of a sale that otherwise would have been made at, in, on or from the Shop premises, (3)
returns to shippers, vendors, or manufacturers, (4) the sale of gift certificates and stored value cards (the
redemption value will be included in Gross Revenue at the time of redemption or on the date that we specify in
the Operations Manual or otherwise in wnting after the gift certificate or stored value card is purchased), (5)
sales of fixtures or furniture after being used in the conduct of the Franchised Business, (6) cash or credit
refunds for transactions included within Gross Revenue (limited, however, to the selling price of merchandise
returned by the purchaser and accepted by you), (7) the amount of any city, county, state or federal sales,
luxury or excise tax on such sales that is both (A) added to the selling pnce or absorbed therein and (B) paid to
the taxing authonty by you Customer refunds may be deducted from Gross Revenue if the charge was
previously included in Gross Revenue
"Manuals" means the compilation of information and knowledge that is necessary and material to tlie System
The term Manuals, as used in this Agreement, includes all publications, matenals, drawings, memoranda,
videotapes, CDs, DVDs, MP3s, and other electronic media that Franchisor from time to time may loan to you
The Manuals may be supplemented or amended from time to time by letter, electronic mail, bulletm, videotape,
CD, DVD, MP3, or other communications concerning the System to reflect changes in the image,
specifications, and standards relating to developing, equipping, furnishing, and operating a Drybar Shop
"Operating Partner" means an individual whom you have designated to serve as your Operating Partner and
whom Franchisor has approved as meeting its requirements for the position of Operating Partner, who has full
control over the day-to-day management and operations of the Shop
"Owner" means each individual or entity holding a beneficial ownership in the franchisee It includes all
shareholders of a corporation, all members of a limited liability company, all general and limited partners of a
limited partnership, and the grantor and the trustee of the trust
"Private Label Products" means products that are produced or manufactured m accordance with Franchisor's
proprietary specifications and/or formulas or which Franchisor designates as "Private Label Products "
"Proprietary Marks" means certain trade names, service marks, trademarks, logos, emblems, and indicia of
origin, including, but not limited, to the mark "DRYBAR" and such other trade names, service marks, and
trademarks as are now designated and may hereafter be designated by Franchisor in writing for use in
connection with the System
"Shop" means a physical structure, identified by the name DRYBAR, which is separated from other
businesses by one or more extenor walls or interior demising walls, and at which Blowout and hair styling
services and approved Private Label Products are provided
"Site Selection Date" means the date specified in the Summary Pages which is the date you must acquire a site
approved by Franchisor for the development of the Shop
Attachment A
V3
"You" means the franchisee identified above and its successors and assigns

Attachment A
V3
ATTACHMENT B
THE FRANCHISED LOCATION AND PROTECTED AREA
Section 1 1 2
The Franchised Location is at
Section 1 2
The Protected Area is
If the Protected Area is defined by streets, highways, freeways or other roadways, or rivers, streams, or
tributaries, then the boundary of the Protected Area shall extend to the center line of each such street, highway,
freeway or other roadway, or nver, stream, or tributary
IN WITNESS WHEREOF, the parties have executed this Attachment B on
FRANCHISEE
By
By
Name
Name
Title
Title

Franchise Agreement [2014
Attachment B
V3
ATTACHMENT C
ENTITY INFORMATION
If the franchisee is an entity, you represent and warrant that the following information is accurate and complete
in all material respects as of
, 20
(1)
Franchisee is a
, formed under the laws of the State of
(2)
You shall provide to Franchisor concurrently with the execution hereof true and accurate copies of the
franchisee's charter documents and governing documents including Articles of Incorporation, Bylaws,
Operatmg Agreement, Partnership Agreement, resolutions authorizing the execution hereof, and any
amendments to the foregoing
(3)
You promptly shall provide such additional information as Franchisor may from time to time request
concerning all persons who may have any direct or indirect financial interest in the franchisee entity
(4)
The name and address of each of Owner

NAME
ADDRESS
ADDRESS
NUMBER OF SHARES OR
PERCENTAGE INTEREST
(5)
The address where the Franchisee's fmancial records, and other records (eg. Articles of
Incorporation, Bylaws, Operating Agreement, Partnership Agreement, etc) are maintained is
FRANCHISEE
By
By
Name
Name
Title
Title

Attachment C
V3
ATTACHMENT D-1
PERSONAL GUARANTY AND UNDERTAKING
1
I have read the Franchise Agreement between DRYBAR FRANCHISING LLC and
(the "Franchisee")
2
I own a beneficial interest in the Franchisee, and would be considered an "Owner" withm the definition
contained in the Franchise Agreement
3
I understand that, were it not for this Personal Guaranty and Undertaking (the "Guaranty"), Franchisor
would not have agreed to enter uito the Franchise Agreement with the Franchisee
4
1 will comply with of the provisions contained in Article 7 of the Franchise Agreement concemmg the
Franchisee's use of Franchisor's Proprietary Marks and Copyrighted Works (as each term is defined in the
Franchise Agreement) I understand that, except for the license granted to the Franchisee, I have no individual
right to use the Proprietaiy Marks or Copyrighted Works and I have no ownership mterest in the Proprietary
Marks or Copyrighted Works
5
I will comply with all of the provisions contained in Article 8 of the Franchise Agreement concerning the
use of the Confidential Manuals and Information I will mamtam the confidentiality of all Confidential
Information disclosed to me I agree to use the Confidential Information only for the purposes authorized under
the Franchise Agreement I further agree not to disclose any of the Confidential Information, except (a) to the
Franchisee's employees on a need to know basis, (b) to the Franchisee's and my legal and tax professionals to the
extent necessary for me to meet my legal obligations, and (c) as otherwise may be requued by law
6
I will comply with all of the provisions contained in Article 12 of the Franchise Agreement concemmg
the transfer of my ownership interest m the Franchisee
7
While I am an Owner of the Franchisee and, for a two-year penod after I cease to be an Owner (or two
years after termination or expuation (without renewal) of the Franchise Agreement, whichever occurs first), I will
not
(a)
Divert or attempt to divert any present or prospective customer of Drybar Shop to any
competitor or do anything to harm the goodwill associated with the Proprietary Marks and the System,
(b)
Employ or seek to employ any person who is or has been within the previous 30 days
employed by Franchisor or an Affiliate of Franchisor as a salaned managerial employee, or induce such person
to leave his or her employment, or
(c)
Own, maintain, advise, operate, engage in, be employed by, make loans to, invest in, provide
any assistance to, or have any mterest m (as owner or otherwise) or relationship or association with, any
business that provides hair-care services including, without limitation, any of the following services
haircuttmg, hair coloring, blow-drying, hairstyhng, hair washing, other than a Drybar Shop operated pursuant
to a then-currently effective franchise agreement This restriction shall apply, while I am an Owner, to any
location within the United States, its territories or commonwealths, or any other country, province, state or
geographic area m which Franchisor or its Affiliates have used, sought registration of or registered the
Proprietary Marks or similar marks or operate or license others to operate a business under the Proprietary
Marks or similar marks It will apply for two years after I cease to be an Owner (or two years after termination
or expiration of the Franchise Agreement, whichever occurs first) to any location that (i) is, or is intended to
be, located at the location of the former Franchised Business, or (ii) within a five-mile radius of the Franchised
Location or any other Shop operating under the System and Propnetary Marks m existence or under
development at the time I cease being an Owner (or termination or expiration of the Franchise Agreement,
whichever occurs first) This restriction will be tolled during any penod of my noncompliance

Attachment D I
V3
8
I agree that each of the foregoing covenants shall be construed as uidependent of any other covenant or
provision of this Guaranty If all or any portion of a covenant m this Guaranty is held unreasonable or
unenforceable by a court or agency having valid jurisdiction in an un-appealed final decision to which
Franchisor is a party, I expressly agree to be bound by any lesser covenant subsumed withm the terras of such
covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated
in and made a part of this Guaranty
9
I understand and acknowledge that Franchisor shall have the right, in its sole discretion, to reduce the
scope of any covenant set forth in this Guaranty, or any portion thereof, without my consent, effective
immediately upon receipt by me of written notice thereof, and I agree to comply forthwith with any covenant as
so modified
10
I hereby guarantee the prompt and full payment of all amounts owed by the Franchisee under the
Franchise Agreement I will pay all amounts due under this Guaranty within 14 days after receiving notice
from Franchisor tliat the Franchisee has failed to make the required payment J understand and agree that
Franchisor need not exhaust its remedies against the Franchisee before seeking recovery from me under this
Guaranty
11
I agree that the provisions contamed in Article 19 of the Franchise Agreement will apply to any dispute
arising out of or relating to this Guaranty If Franchisor bnngs any legal action to enforce its nghts under this
Guaranty, I will reimburse Franchisor its reasonable attorneys' fees and costs
12
No modification, change, impairment, or suspension of any of Franchisor's rights or remedies shall m
any way affect any of my obligations under this Guaranty If the Franchisee has pledged other security or if one
or more other persons have personally guaranteed performance of the Franchisee's obligations, I agree that
Franchisor's release of such security will not affect my liability under this Guaranty
13
I hereby waive (a) all nghts described m California Civil Code Section 2856(a)(l)-(2), inclusive,
which includes, without limitation, any nghts and defenses which are or may become available to the
undersigned by reason of California Civil Code Sections 2787 to 2855, mclusive, and (b) California Civil Code
Sections 2899 and 3433
14
I WAIVE TRIAL BY JURY IN ANY ACTION. PROCEEDING. OR COUNTERCLAIM.
WHETHER AT LAW OR TN EQUITY. INVOLVING FRANCmSOR. WfflCH ARISES OUT OF OR
15 RELATED IN ANY WAY TO THE FRANCHISE AGREEMENT. THE PERFORMANCE OF ANY
PARTY UNDER THE FRANCHISE AGREEMENT. AND/OR THE. OFFER OR GRANT OF THE
FRANCHISE
15
I understand thatFranchisor's rights under this Guaranty shall be in addition to, and not in lieu of, any
other nghts or remedies available to Franchisor under applicable law
16
I agree that any notices required to be delivered to me will be deemed delivered at the time delivered
by hand, one Busmess Day after electronically confumed transmission by facsimile or other electronic system,
one Business Day after delivery by Express Mail or other recognized, reputable overnight courier, or five
Business Days after placement in the United States Mail by Registered or Certified Mail, Return Receipt
Requested, postage prepaid and addressed to the address identified on the signature Ime below I may change
this address only by delivering to Franchisor written notice of the change

Attachment D I
V3
Intending to be legally bound, I have executed this Personal Guaranty and Undertakmg on the date set forth
below
GUARANTOR
Dated
Name
Address
Fax

Attachment D 1
V3
ATTACHMENT D-2
CONFroENTIALITY AND NON-COMPETITION AGREEMENT
(for trained employees of Franchisee)
In accordance with the terms of this Confidentiality and Non-Competition Agreement ("Confidentiality
Agreement") and in consideration of my being a
of
(the "Franchisee"), and other good and valuable consideration, the receipt and
sufficiency of which is acknowledged, I hereby acknowledge and agree that
1
domg busmess as
(the "Franchisee"),
has acquired the nght and franchise from DRYBAR FRANCHISING LLC ("Franchisor") to establish and
operate a Franchised Business (the "Franchised Business") and the right to use in the operation of the
Franchised Business Franchisor's trade names, trademarks, service marks, including the service mark
DRYBAR (the "Proprietary Marks") and the system developed by Franchisor and/or its affiliates for
operation and management of Franchised Businesses (the "System"), as they may be changed, improved, and
further developed from time to time in Franchisor's sole discretion
2
Franchisor possesses certain proprietary and confidential mformation relating to the operation of tlie
System, which includes the Manuals, trade secrets, and copyrighted materials, methods, and other techniques
and know-how (the "Confidential Information")
3
Any and all manuals, trade secrets, copyrighted materials, methods, information, knowledge, knowhow, and techniques which Franchisor specifically designates as confidential shall be deemed to be
Confidential Information for purposes of this Confidentiality Agreement
4
As
of the Franchisee, Franchisor and Franchisee will disclose the
Confidential Information to me m furnishing to me the training program and subsequent ongoing training.
Franchisor's operations manual (the "Manuals") and other general assistance durmg the term of this
Confidentiality Agreement
5
I will not acquire any interest in the Confidential Information, other than the right to utilize it in the
operation of the Franchised Business during the term hereof, and the use or duplication of the Confidential
Information for any use outside the System would constitute an unfair method of competition
6
The Confidential Information is propnetary, involves trade secrets of Franchisor, and is disclosed to
me solely on the condition that I agree, and I do hereby agree, that I shall hold m strict confidence all
Confidential Information and all other information designated by Franchisor as confidential Unless Franchisor
otherwise agrees in wntmg, I will disclose and/or use the Confidential Information only m connection with my
duties as
of the Franchisee, and will continue not to disclose any such
information even after I cease to be m that position and will not use any such information even after I cease to
be in that position unless I can demonstrate that such information has become generally known or easily
accessible other than by the breach of an obligation of Franchisee under the Franchise Agreement
7
Except as otherwise approved in writing by Franchisor, I shall not, while in my position with the
Franchisee and for a continuous uninterrupted penod commencing upon the cessation or termination of my
position with Franchisee, regardless of the cause for termination, and continuing for a two (2) year period
thereafter, either directly or indirectly, for myself or through, on behalf of, or in conjunction with any other
person, partnership, corporation, or other limited liability company own, maintain, engage m, be employed by,
advise, assist, invest in, franchise, make loans to, or have any interest in any business providing hair care
services including, without limitation, any of the following haircutting, hair coloring, blow-drying, hairstylmg.

Attachment D 2
V3
hair washing, within a five-mile radius of any Drybar Shop, as that term is defined in the Franchise Agreement
This restriction does not apply to my ownership of less than five percent beneficial interest in the outstanding
securities of any pubhcly-held corporation
8
I agree that each of the foregoing covenants shall be construed as mdependent of any other covenant or
provision of this Confidentiality Agreement If all or any portion of a covenant in this Confidentiality
Agreement is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which Franchisor is a party, I expressly agree to be bound by any lesser covenant
subsumed within the terms of such covenant that imposes the maximum duty pennitted by law, as if the
resulting covenant were separately stated in and made a part of this Confidentiality Agreement
9
I understand and acknowledge that Franchisor shall have the right, in its sole discretion, to reduce the
scope of any covenant set forth in this Confidentiality Agreement, or any portion thereof, without my consent,
effective immediately upon receipt by me of written notice thereof, and I agree to comply forthwith with any
covenant as so modified
10
Franchisor is a third-party beneficiary of this Confidentiality Agreement and may enforce it, solely
and/or jointly with the Franchisee I am aware that my violation of this Confidentiality Agreement will cause
Franchisor and the Franchisee irreparable harm, therefore, I acknowledge and agree that the Franchisee and/or
Franchisor may apply for the issuance of an injunction preventing me from violating this Confidentiality
Agreement, and I agree to pay the Franchisee and Franchisor all the costs it/they incuifs), including, without
limitation, legal fees and expenses, if this Confidentiality Agreement is enforced against me Due to the
importance of this Confidentiality Agreement to the Franchisee and Franchisor, any claim I have against the
Franchisee or Franchisor is a separate matter and does not entitle me to violate, or justify any violation of this
Confidentiality Agreement
11
This Confidentiality Agreement shall be construed under the laws of the State of California The only
way this Confidentiality Agreement can be changed is in writing signed by both the Franchisee and me
12
With respect to all claims, controversies and disputes, I irrevocably consent to personal junsdiction and
submit myself to the junsdiction of the state courts located in Orange County, California, and the United States
District Court for the Central District of Califomia-Southem Division I hereby irrevocably consent to the
personal jurisdiction of the state and federal courts of California as set forth above Notwithstanding the
foregoing, I acknowledge and agree that Franchisor or the Franchisee may bring and maintain an action against
me in any court of competent jurisdiction for injunctive or other extraordinary relief 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 and permanent injunctions
THE PARTIES HERETO, INTENDING TO BE LEGALLY BOUND, HAVE EXECUTED THIS
CONFIDENTIALITY AGREEMENT AS OF THE DATES NOTED BELOW
[EMPLOYEEl
ACKNOWLEDGED BY FRANCfflSEE
Signature
By.
Name
Name.
Address
Title _
Title
Date
Date
Attachment D 2
V3
ATTACHMENT E
ACH AUTHORIZATION
AUTHORIZATION AGREEMENT FOR DIRECT PAYMENTS (ACH DEBITS)
Please complete and sign this form
Franchisee liirormation
Franchisee Name or Legal Entity
Drybar Shop Number & Location
Name and Email of Person to Receive ACH Debit Advice
I (we) hereby authorize DRYBAR FRANCHISING LLC ("Company") to make ACH withdrawals from my (our) account at the
financial institution named below I also authorize the Company to initiate direct deposits into this account in the event that a
debit entry is made in error I (we) acknowledge that the origination of ACH transactions to or from my (our) account must
comply with the provisions of U S law
I agree to mdemnify the Company for any loss arising m the event that any withdrawals from my (our) account shall be
dishonored, whether with or without cause and whether mtentionally or madvertently
This agreement will remain m effect until the Company has received advanced wntten notice of cancellation from me (us) in such
tune and in such manner as to afford the Company a reasonable opportunity to act on it, and m no event shall such notice period
be less than thirty (30) days
Name of Financial
Institution
ABA Routing Number
Account Number
Authonzed Signature
(Pnmary)
Checking
Savings
Date
Date
Authonzed Signature (Joint)

Account holder(s), please sign here (Joint accounts require the signature of all persons having authority over the
account)
Please attach a voided check at right, fax and mail to
DRYBAR FRANCHISING LLC, Attn President
ATTACH CHECK HERE
49 Discovery, Suite 150, Irvine, CA 92618

Attachment E
V3
ATTACHMENT F
LEASE ADDENDUM
THIS LEASE ADDENDUM (the " Lease Addendum") is made and entered mto as of the
day of
, 20 , by and between
("Landlord"), with its
pnncipal offices at
and
. ("Franchisee" or "Tenant"), with its pnncipal offices at.
_, and DRYBAR FRANCHISING LLC ("Franchisor") with its
pnncipal offices at 49 Discoveiy, Suite 150, Irvine, CA 92618
BACKGROUND
A DRYBAR FRANCHISING LLC or its affiliates, and them successors or assigns ("Franchisor")
franchises the operation of an upscale shop offering hairstyhng services in a spa-like setting (each
"Drybar Shop" or "Shop") under the name DRYBAR and/or other trademarks, service marks,
logos, and other indicia of origm prescribed by Franchisor (collectively, the "Proprietary Marks")
B
Franchisee has acquired the right and has undertaken the obligation to develop and operate a Diybar
Shop pursuant to the terms and conditions of a certain franchise agreement between Franchisee and
Franchisor ("Franchise Agreement")
Under the terms and conditions of the Franchise Agreement, Franchisor has the right to approve the
site for the Shop, and if the Shop premises will be occupied pursuant to a commercial lease.
Franchisor has prescribed certain lease terms and has the right to condition its approval of a proposed
site on inclusion of the prescribed lease terms
Franchisee desires, and has requested Franchisor's approval, to develop and operate one Drybar Shop
at the premises ("Premises") identified m the attached lease ("Lease")
Landlord desires to lease to Franchisee the Premises for purposes of developing and operating one
Drybar Shop
The parties desire to modify and amend the Lease in accordance with the terms and conditions
contamed herein for purposes of obtaining Franchisor's approval
(1)
of the Shop
During the term of the Franchise Agreement, the Premises will be used only for the operation
(2)
Landlord consents to Franchisee's use of such Proprietary Marks and signs, interior and
extenor decor, furnishings, fixtures, items, color schemes, plans, specifications, and related components of
DRYBAR System (as defined m the Franchise Agreement and as Franchisor may prescribe for the Shop)
(3)
Landlord agrees to furnish Franchisor with copies of any and all letters and notices sent to
Franchisee pertaming to the Lease and the Premises at the same time that such letters and notices are sent to
Franchisee
(4)
Franchisor will have the right to enter onto the Business premises at any time, to make any
modification or alteration necessary to protect DRYBAR System and Proprietary Marks or to cure any
default under the Franchise Agreement or under the Lease, without being guilty of trespass or any other cnme
or tort, and the Landlord will not be responsible for any expense or damages arising from Franchisor's action
in connection therewith
(5)
In the event of Franchisee's default under the terms of the Lease, Landlord shall promptly
deliver notice of such default to Franchisor and shall offer Franchisor the opportunity to cure the default and to
Attachment F
V3
assume the Lease in Franchisor's name If Franchisor elects to cure the default and assume the Lease,
Franchisor, within 10 days of its receipt of notice from Landlord, shall notify Landlord of its mtent to cure such
default and to assume the Lease If Franchisor elects to cure the default, it shall cure the default within 30 days
of such election or, if the default cannot be reasonably cured withm such 30 day penod, then Franchisor will
commence and proceed to cure the default within such tune as is reasonably necessary to cure the default If
Franchisor elects to assume the Lease, Landlord agrees to recognize Franchisor as the tenant under the Lease
and Franchisee will no longer have any rights there under
(6)
Franchisee will be permitted to assign the Lease to Franchisor or its affiliates upon the
expuation (without renewal) or earlier termination of the Franchise Agreement and the Landlord hereby
consents to such assignment and agrees not to impose or assess any assignment fee or similar charge or
accelerate rent under the Lease in connection with such assignment, or require Franchisor to pay any past due
rent or other financial obligation of Franchisee to Landlord, it being understood that Landlord will look solely
to the Franchisee for any rents or other financial obligations owed to Landlord pnor to such assignment
Landlord and Franchisee acknowledge that Franchisor is not a party to the Lease and will have no liability
under the Lease, unless and until the Lease is assigned to, or assumed by. Franchisor
(7)
Except for Franchisee's obligations to Landlord for rents and other financial obligations
accrued prior to the assignment of the Lease, in the event of such assignment. Franchisor or any affiliate
designated by Franchisor will agree to assume from the date of assignment all obligations of Franchisee
remaining under the Lease, and m such event Franchisor or any affiliate will assume Franchisee's occupancy
rights, and the right to sublease the Premises, for the remainder of the term of the Lease In the event of such
assignment, neither Franchisor nor any affiliate will be requwed to pay to Landlord any security deposit
(8)
Notwithstanding anything contained in this Lease, Franchisor is expressly authonzed, without
the consent of the Landlord, to assign the Lease, or to sublet all or a portion of Premises, to an authorized
franchisee If Franchisor elects to assign the Lease, the subtenant/franchisee shall expressly assume all of
Franchisor's obligations under the Lease, and Franchisor shall be released of all obligations to Landlord under
the Lease as of the date of assignment If Franchisor elects to sublet the premises, such sublettmg shall be
subject to the terms of this Lease, the subtenant/fi^chisee shall expressly assume all of Franchisor's
obligations under the Lease, and Franchisor shall remain liable for the performance of the terms of this Lease
Franchisor shall notify Landlord as to the name of the subtenant/fianchisee within 10 days after such
assignment or subletting, as applicable
(9)
Franchisee will not assign the Lease or renew or extend the term thereof without the prior
written consent of Franchisor
(10)
Neither Landlord nor Franchisee shall amend or otherwise modify the Lease in any manner
that could materially affect any of the foregoing requirements without the prior written consent of Franchisor
(11)
All notices hereunder shall be by certified mail to the addresses set forth above or to such other
addresses as the parties hereto may, by wntten notice, designate Notices required to be given to Franchisor
shall be delivered to the following address 49 Discoveiy, Suite 150, Irvine, CA 92618, with a copy to
Williams Anderson & Ryan, LLP, 1801 North Lamar Street, Suite 450, Dallas, Texas 75202, Attention Jeffrey
B Williams
(12)
This Lease Addendum shall be binding upon the parties hereto, their heirs, executors,
successors, assigns and legal representatives

Attachment F
V3
The terms of this Lease Addendum will supersede any conflicting terms of the Lease
IN WITNESS WHEREOF, the parties have executed this Lease Addendum as of the date first above written
Landlord
By
Name
Title
Franchisee
By
Name
Title
By
Name
Title

Attachment F
V3
ATTACHMENT G
TELEPHONE ASSIGNMENT AGREEMENT
THIS TELEPHONE ASSIGNMENT AGREEMENT is made as of this
day of
("Assignment") by and between
"Assignor") and DRYBAR FRANCHISING LLC (hereinafter the "Assignee")
, 20
(hereinafter the
WITNESSETH
WHEREAS, the Assignee has developed and owns the proprietary system ("System") for the operation of an
upscale Shop featuring hair styling services m a spa-like setting under the trade name and service mark
DRYBAR (the "Franchised Business"),
WHEREAS, the Assignor has been granted a license to operate a Franchised Business pursuant to a Franchise
Agreement dated
, 20
, m accordance with the System ("Franchise Agreement"),
WHEREAS, m order to operate its Franchised Business, the Assignor shall be acqumng one or more
telephone numbers, telephone listings and telephone directory advertisements, and
WHEREAS, as a condition to the execution of the Franchise Agreement, the Assignee has required that the
Assignor assign all of its right, title and interest in its telephone numbers, telephone listings and telephone
directory advertisements to the Assignee m the event of the expiration or termination of the Franchise
Agreement,
NOW, THEREFORE, in consideration of the foregoing, the mutual promises herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows
1
Assignment In the event of termination of the Franchise Agreement, and m order to secure continuity
and stability of the operation of the System, the Assignor hereby sells, assigns, transfers and conveys to the
Assignee all of its rights, title and interest in and to certam telephone numbers, telephone listings and telephone
directory advertisements pursuant to which Assignor shall operate its Franchised Business in accordance with
the terms of the Franchise Agreement, provided, however, such Assignment shall not be effective unless and
until the Franchise Agreement expires or is terminated m accordance with the provisions thereof
2
Representation and Warranties of the Assignor
covenants to the Assignee that
The Assignor hereby represents, warrants and
(a) As of the effective date of the Assignment, all of the Assignor's obligations and indebtedness for
telephone, telephone listing services and telephone directory advertisement services shall be paid and current,
(b) As of the date hereof, the Assignor has full power and legal nght to enter into, execute, deliver and
perform this Agreement,
(c) This Agreement is a legal and binding obligation of the Assignor, enforceable in accordance with
the terms hereof,
(d) The execution, delivery and performance of this Assignment does not conflict with, violate, breach
or constitute a default under any contract, agreement or instrument to which the Assignor is a parly or by which
the Assignor is bound, and no consent of nor approval by any third party is required m connection herewith,
and
(e) The Assignor has the specific power to assign and transfer its right, title and interest in its
telephone numbers, telephone listings and telephone directoiy advertisements (individually and collectively
referred to as "Listings"), and the Assignor has obtained all necessary consents to this Assignment
Attachment G
V3
(f) Notwithstanding the foregoing, Assignor hereby warrants and represents to Assignee that Assignor
will within one (1) busuiess day following Assignor's receipt of Assignee's request to acquire the Listings to
immediately instruct each of Assignor's providers to initiate the process and provide the vendors' documents
necessaiy to complete the assignment Assignee further warrants and represents that Assignee will take no
action to impede or prohibit the successful assignment of the Listings to Assignor, and that Assignor shall fully
cooperate with Assignee with regard to the assignment, specifically in the execution of any documentation
required by Assignor's provider(s) to effectuate the assignment of the telephone numbers and Listmgs
3
Miscellaneous The validity, construction and performance of this Assignment shall be governed by
the laws of the State of California All agreements, covenants, representations and warranties made herein
shall survive the execution hereof All rights of the Assignee shall mure to its benefit and to the benefit of its
successors and assigns
IN WITNESS WHEREOF, each of the parties has executed this Assignment as of the day and year first
written above
ASSIGNEE
a Delaware limited liability company
By
Name
Title
ASSIGNOR
By
Name
Title

Franchise Agreement 1 2014
Attachment 0
V3
ATTACHMENT H
FRANCHISEE QUESTIONNAIRE
Please review each of the following questions carefully and provide honest responses to each question If you answer
"No" to any of the questions below, please explain your answer on the back of this sheet
Yes
No
Do you understand all disputes or claims you may have arising out of or
relating to the Franchise Agreement must be brought m Irvine, CA if not
resolved informally''
Yes
No
A) Do you understand that the US Government has enacted anti-terronst

legislation that prevents us from carrymg on business with any suspected
terrorist or anyone associated directly or indirectly with terrorist activities''
Yes
No
B) Is it true that you have never been a suspected terrorist or associated

directly or mdu-ectly with terrorist activities''
Yes
No
C) Do you understand that we will not approve your purchase of DRYBAR

Shop franchise if you are a suspected terrorist or associated du-ectly or
indirectly with terronst activity''
Yes
No
D) Is It true that you are not purchasing Drybar Shop franchise with the mtent
or purpose of violating any anti-terrorism law, or for obtaining money to be
contributed to a terronst organization''
Yes
No
Is it true no employee or other person speaking on our behalf made any

statement or promise regarding the costs involved in operating Drybar Shop
franchise that is not contained m the Franchise Disclosure Document or that is
contrary to, or different from, the information contained m the Franchise
Disclosure Documenf
Yes
No
Is it true no employee or other person speaking on our behalf made any

statement or promise regarding the actual, average or projected profits or
earnings, the likelihood of success, the amount of money you may earn, or the
total amount of revenue Diybar Shop franchise will generate, that is not
contained in the Franchise Disclosure Document or that is contrary to, or
different from, the information contained m the Franchise Disclosure
Document''
Please understand that we are relymg on the truthfulness and completeness of your responses m connection with
granting you a franchise
FRANCHISEE
By
Name
Title .
Date
Page 1
V3
EXHffirr E TO DRYBAR

Exhibit E
V3
THESE FINANCIAL STATEMENTS HAVE BEEN PREPARED WITHOUT AN AUDIT

PROSPECTIVE FRANCHISEES AND AREA REPRESENTATIVES OR SELLERS OF
FRANCHISES SHOULD BE ADVISED THAT NO INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANT HAS AUDITED THESE FIGURES OR EXPRESSED AN OPINION WITH
REGARD TO THEIR CONTENT OR FORM

Exhibit E
V3
DRYBAR FRANCHISING, LLC

BALANCE SHEET AS OF SEPTEMBER, 2014
ASSETS
CURRENT ASSETS
Cash & equivalents
Accounts receivable, net of allowance for doubtful

account of $0
Advances
TOTAL CURRENT ASSETS
99,859
167,631
10,000
277,491
OTHER ASSETS
Notes Receivable
TOTAL OTHER ASSETS
TOTAL ASSETS
$ 290,407
LIABILITIES AND MEMBER'S EQUITY

CURRENT LIABILITIES
Accounts payable
TOTAL CURRENT LIABILITIES
MEMBER'S EQUITY
Member's Equity
TOTAL LIABILITIES & MEMBER'S EQUITY
12,917
12,917
45,339
45,339
245,068
$ 290,407

INCOME STATEMENT FOR THE 9 MONTHS PERIOD ENDING SEPTEMBER 30, 2014
REVENUES
Franchise Fee
Royalties
444,002

account of $0
TOTAL REVENUES
500,327
944,329
OPERATING EXPENSES
General & administrative
Advertising & marketing
Professional services
TOTAL OPERATING EXPENSES
551,498
OPERATING INCOME (LOSS)
392,831
112
551,387
OTHER INCOME (EXPENSE)

NET INCOME (LOSS)
(6,000)
$
386,831

STATEMENT OF CASH FLOWS FOR THE 9 MONTHS PERIOD ENDING SEPTEMBER 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES

Net Income (Loss)
Adjustments to reconcile net income (loss) to net Cash (used) by
operating activities
$ 386,831

account of $0
Decrease (increase) in
Accounts receivables
Advances
Accounts payable
Net cash provided by operating activities
6,067
(10,000)
(15,365)
367,533
CASH FLOWS FROM INVESTING ACTIVITIES

Net cash provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Member's distribution
(460,850)
Net cash provided by financing activities
(460,850)
NET INCREASE IN CASH
(93,317)
Cash, beginning of year
22,978
Cash, ending of period
99,859
SUPPLEMENTAL DISCLOSURES
Cash paid for interest
Cash paid for taxes
$
$
6,000
FINANCIAL REPORT
AS OF DECEMBER 31, 2013 AND 2012
JONES CROUP
CPAs & Advisors
TABLE OF CONTENTS
Pace
Independent Auditor's Report
Balance Sheets
Statements of Operations
Statements of Changes in Member's Equity
Statements of Cash Flows
Notes to Financial Statements
8-12
Jb
To the Members
Drybar Franchising, LLC
Los Angeles, California
Report on the Financial Statements
We have audited the accompanying balance sheets of Drybar Franchising, LLC as of December 31, 2013
and 2012 and the related statements of operations, member's equity and cash flows for the years ended
2013 2012 and 2011
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 fraud or
error
Auditor's 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 fraud or
error In making those risk assessments, the auditor considers internal control relevant to the entity's
preparation and fair presentation of the 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 consolidated
financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion
Opinion
In our opinion the financial statements referred to in the first paragraph above present fairly in all material
respects, the financial position of Drybar Franchising, LLC as of December 31 2013 and 2012 and the
results of its operations and its cash flows for the years ended December 31 2013, 2012 and 2011 in
accordance with accounting principles generally accepted in the United States of America
Denver, Colorado
June 24, 2014
N ES CROUP
CPAs 8i Advisors
302 Elati street Denver CO 80223 Office 303 377 6488 Fax 303 377 6498 JonesGroupCPA com

BALANCE SHEETS
AS OF DECEMBER 31,
2013
2012
ASSETS
CURRENT ASSETS
Cash and equivalents
Accounts receivable, net of allowance
for doubtful accounts of $0 and $0
Trade receivable, related parties
Notes receivable, current portion
32,798
155,180
68,030
174,531
20,833
228,162
462,589
9,167
Notes receivable, long term portion

OTHER ASSETS
Franchise organizational costs, net of
accumulated amortization
10,607
TOTAL ASSETS
473,196
237,329

CURRENT LIABILITIES
Accounts payable
Deferred revenue
Due to related parties
60,704
60,704
MEMBER'S EQUITY
Member's Equity
239,379
176,625
$
237,329
473,196
$
The accompanying notes are an integral part of these financial statements
473,196

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31,

2011
2013
2012
REVENUES
Franchise fees
Royalties
National marketing fund
TOTAL REVENUES
OPERATING EXPENSES
General and administrative
Advertising and marketing
Depreciation and amortization
NET INCOME (LOSS)
567,710
505,798
1,073,508
65,000
438,255
261,660
764,915
41,571
803,709
15,021
10,607
870,908
145,339
249,111
30,811
21,212
446,473
202,600
318,442
185,000
228,070
107,569
520,639
122,912
148,383
20,619
21,212
313,126
207,513

STATEMENTS OF CHANGES IN MEMBER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011
BALANCE, DECEMBER 31, 2010
50,000
Total
Member's
Equity
Retained
(Deficit)
Member's
Capital
(37,759) $
12,241
Member's contributions
Member's distributions
(65,000)
(65,000)
Net income
207,513
207,513
104,754
154,754
318,442
318,442
423,196
473,196
(494,171)
(494,171)
(5,000)
(5,000)
50,000

Net income
50,000
Member's contnbutions
Adjustment to pnor year revenue
202,600
Net income
50,000
126,625
202,600
$

6
176,625

STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31,
Net income (loss)
Adjustments to reconcile net income (loss) to net
cash (used) by operating activities
Depreciation and amortization
Accounts receivable
Notes receivable
Trade receivable related parties
Prepaid expenses
Increase (decrease) in
Accounts payable
Deferred revenue
Due to parent
Due to affiliate
2013
2012
$ 202,600
$ 318,442
10,607
21,212
21,212
(19,351)
(30,000)
68,030
(66,389)
(58,791)
(25,400)
4,125
(9,957)
(4,125)
60,704
(2,818)
(2,037)
(60,000)
(102,707)
16,181
109,996
146,465
207,513
292,590

Payments for franchise organizational costs
Net cash (used) by investing activities
2011
(65,000)

Adjustment to retained earnings
Net cash provided (used) by financing activities
(494,171)
(5,000)
(499,171)
(206,581)
146,465
44,996
CASH, beginning of year
239,379
92,914
47,918
32,798
$ 239,379
CASH, ending of year
Cash paid for taxes
$
$
$
$

7
(65,000)
92,914
$
$

NOTES TO FINANCIAL STATEMENTS
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Drybar Franchising LLC (the "Company") is a Delaware limited liability company and was
formed on April 29, 2010 ("Inception") The Company offers franchises for the right to operate as
a Drybar Unit Franchised Business, and use the "Drybar" name, design and system within a
specified territory that is approved by the Company
The Drybar System is characterized by certain trademarks and logos, operating systems,
training and marketing concepts, the manual, distinctive color schemes and other elements, and
includes methods for marketing and operating territones in the business of providing certain
products and services related to hair styling, including but not limited to hair wash, scalp
massage, and hair blow outs
The Company is wholly owned by Drybar Holdings LLC ("Parent") Parent is a Delaware limited
liability company that was incorporated on January 14, 2010 Additionally, as of December 31,
2013 the Company also has 31 affiliates through common ownership and control 28 of these
affiliates were operating retail shops similar to that being offered for franchise by the Company
A summary of significant accounting policies follows
Use of Estimates
The preparation of 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 at the date of the financial
statements Actual results could differ from those estimates
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with an onginal maturity of three
months or less to be cash equivalents The Company had no cash equivalents as of December
31, 2013 and 2012
Accounts Receivable
Accounts receivable on franchise fees and royalties are carried at original invoice amount less
an estimate made for doubtful receivables based on a review of all outstanding amounts on a
monthly basis Management determines the allowance for doubtful accounts by regularly
evaluating individual customer's receivables and considenng a customer's financial condition,
credit history and current economic conditions Accounts receivable are written off when
deemed uncollectible Recoveries of accounts receivable previously written off are recorded as
income when received No allowance for doubtful accounts was recorded as of December 31,
2013 and 2012

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Concentrations of Risk
The Company maintains cash balances in one financial institution participating in the Federal
Deposit Insurance Corporation (FDIC) program whereby cash deposits are insured for up to
$250,000 Cash balances in their financial institutions may at times exceed the FDIC insured
amounts However, the Company has not experienced any related losses in such accounts
Intanaible Assets
The Company has adopted ASC 350, Intangibles - Goodwill and Other that requires that
goodwill and intangible assets with indefinite lives (such as intellectual property) no longer be
amortized to eamings but be tested for impairment at least annually Intangible assets with
finite lives (such as franchise organizational documents) are amortized over their estimated
useful lives Intangible assets consist pnncipally of franchise organizational documents The
Company has established intangible assets for the cost of acqumng its unique franchise
organizational documents
The useful life of an intangible asset is the period over which the asset is expected to contribute
directly or indirectly to future cash flows Franchise organizational costs are amortized over the
period of time the documents are expected to remain in place, assuming renewals without
material modifications to the original terms and conditions (generally three years from the date
franchise sales commence) Intangible assets with finite lives are reviewed for impairment if
events or changes in circumstances indicate that the carrying value might not be recoverable
Initial Franchise and Development Fees and Deferred Revenue
Initial franchise fees will be recognized as revenue when all material services and conditions
required to be performed by the Company have been substantially completed Initial franchise
fees collected by the Company before all material services and conditions are substantially
performed will be recorded as deferred franchise sales revenue
Royalty Revenue
Revenue from royalties, which is based upon a percentage of franchisee sales, is recognized
when earned
Advertisina Fund
The Company has established a Brand Development fund ("Fund") for the benefit of
franchisees The Company began the assessment March 1, 2011 for existing and future
franchisees Amounts due are based on a percentage of franchisee sales, and are collected
monthly Amounts received from franchisees are designated for segregation into the Fund to be
expended to benefit franchisees The Company collects and administers the Fund In the
accompanying statements of operations amounts received from franchisees are reported as
National Marketing Fund revenues and amounts expended for the benefit of the franchisees are
reported as Advertising and Marketing expenses

Income Taxes
The Company has elected to be treated as a partnership for income tax purposes Accordingly,
taxable income and losses of the Company are reported on the income tax return of its member
and no provision for federal or state income taxes has been recorded on the accompanying
balance sheet
Fair Value of Financial Instruments
For certain of the Company's financial instruments, including cash and cash equivalents,
accounts receivable, accounts payable, deferred revenue and amounts due to affiliates, the
carrying amounts approximate fair value due to their short maturities
Advertisina Costs
The Company expenses advertising costs as incurred Advertising expense as of December
31, 2013, 2012 and 2011 was $90,710, $3,708 and $4,000, respectively
Reclassiftcation
Certain amounts in the prior period financial statements have been reclassified for comparative
purposes to conform to the presentation in the current period financial statements
Recently Issued Accountina Pronouncements
The Company has adopted all recently issued Accounting Standards Updates ("ASU") The
adoption of the recently issued ASUs, including those not yet effective, is not anticipated to have
a matenal effect on the financial position or results of operations of the Company
NOTE 2 - NOTES RECEIVABLE
Notes receivable consist of the following at December 31,
Northpark note receivable, $30,000 face value,

due in 36 monthly installments of $833
Less current portion
10
2013
30,000
(20,833)
9,167
2012
-

NOTE 3 - INTANGIBLE ASSETS
Intangible asset, net, consist of the following at December 31,
Franchise Organizational Costs

Less accumulated amortization
$
$
2013
63,637
(63,637)
-
$
$
2012
63,637
(53,030)
10,607
Amortization expense for the years ended December 31, 2013 and 2012 was $10,607 and
$21,212, respectively
NOTE 4 - RELATED PARTY TRANSACTIONS
Trade Receivable. Related Parties
The Company has at times during the year under audit been owed monies by one or more of its
related party entities The amounts listed bear no interest The amounts due from related
parties as of December 31, 2013 and 2012 were zero and $68,030, respectively
Services Provided Bv Parent
The Parent provides the Company certain administrative services, including office space,
clerical assistance and other miscellaneous services The amounts charged for these services
were $0, $141,000, $120,000 for the years ended December 31, 2013, 2012, and 2011,
respectively These amounts are presented as part of general and administrative expenses in
the accompanying financial statements
NOTE 5 - MEMBER'S LIABILITY

Pursuant to the Delaware Limited Liability Company Act (the "Act"), with limited exceptions "no
member or manager of a limited liability company shall be obligated personally for any such
debt, obligation or liability of the limited liability company solely by reason of being a member or
acting as a manager of the limited liability company" The Act allows an LLC's company
agreement to specifically allow for direct liability of the members or the manager(s) However,
the Limited Liability Company Agreement of Drybar Franchising LLC specifically states that "The
Member shall not have any liability for the obligations or liabilities of the Company except to the
extent provided in the Act" As such, the Company's member is generally only liable to the
extent of its investment in the Company
11

NOTE 6 - COMMITMENTS AND CONTINGENCIES
Litigation
The Company is party to various claims, legal actions and complaints arising in the ordinary
course of business In the opinion of management, all matters are of such kind, or involve such
amounts, that unfavorable disposition, if any, would not have a material effect on the financial
position of the Company
In the accompanying financial statements we have created a liability for $7,755 as of December
31, 2013, which is included in accounts payable, to allow for a judgment against the Company
NOTE 7 - SUBSEQUENT EVENTS
Franchisee Operations
The Company has thirty (30) franchisees operating as of the date of this report
Date of Management's Evaluation
Management has evaluated subsequent events through June 24, 2014, the date on which the
financial statements were available to be issued
12
FINANCIAL REPORT
AS OF DECEMBER 31, 2011 AND 2010
JONES GROUP
DRYBAR FRANCfflSING, LLC
TABLE OF CONTENTS
Page
Balance Sheets
Statements of Operations
Statements of Changes m Member's Equity
Statements of Cash Flows
Notes to Financial Statements
8-12
JONES GROUP
CPAs <& Advisors
To the Members
Drybar Franchising, LLC
Los Angeles, Califorma
We have audited the accompanying balance sheets of Drybar Franchising, LLC as of December
31, 2011 and 2010 and the related statements of operations, member's equity and cash flows for
the year ended 2011 and the penod Apnl 29, 2010 (Inception) through December 31, 2010
These financial statements are the responsibility of the Company's management Our
responsibility is to express an opimon on these financial statements based on our audit
We conducted our audit m accordance with auditing standards generally accepted m the United
States of Amenca Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of matenal misstatement
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements An audit also mcludes assessing the accounting prmciples used and
sigmficant estimates made by management, as well as evaluating the overall financial statement
presentation We believe that our audit provides a reasonable basis for our opimon
In our opimon the financial statements referred to m the first paragraph above present fairly, in
all matenal respects, the financial position of Drybar Franchising, LLC as of December 31, 2011
and 2010 and the results of its operations and its cash flows for the year ended December 31,
2011 and the period April 29, 2010 (Inception) through December 31, 2010 m conformity with
accountmg prmciples generally accepted m the United States of America
înu^pijSVf
Denver, Colorado
March 23,2012
234 Columbine Street, Suite 300 Denver CO 80206

Office (303)377-6488 Fax (303)377-6498

BALANCE SHEETS
AS OF DECEMBER 31,
2010
2011
ASSETS
CURRENT ASSETS
Cash and equivalents
Accounts receivable, net of allowance
for doubtful account of $0 and $0
Trade receivable, related parties
Prepaid expenses
92,914
OTHER ASSETS
Franchise organizational costs, net
TOTAL ASSETS
47,918
88,791
42,630
4,125
30,000
32,673
228,460
110,591
31,819
53,031
260,279
163,622
2,818

CURRENT LIABILITIES
Accounts payable
Deferred revenue
Due to related parties
102,707
105,525
4,855
60,000
86,526
151,381
LONG-TERM LIABILITIES
TOTAL LIABILITIES
105,525
151,381
MEMBER'S EQUITY
Member's Equity
154,754
12,241
260,279
The accompanying notes are an integral part of these fineincial statements
163,622

STATEMENTS OF OPERATIONS
For the Year Ended

December 31,2011
For the Period

from April 29,2010
(Inception) to
December 31,2010
REVENUES
Franchise fees
Royalties
National marketing fund
TOTAL REVENUES
185,000
228,070
107,569
520,639
30,000
2,673
OPERATING EXPENSES
General and administrative
Advertising and marketing
Amortization
Management fees
2,912
148,383
20,619
21,212
120,000
313,126
16,804
43,022
10,606
OPERATING INCOME (LOSS)
207,513
(37,759)
32,673
70,432
OTHER INCOME (EXPENSE)

NET INCOME (LOSS)
207,513
(37,759)

STATEMENTS OF CHANGES IN MEMBER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31,2011
AND FOR THE PERIOD APRIL 29,2010 (INCEPTION) TO DECEMBER 31,2010
Member's
Capital
BALANCE, APRIL 29,2010 (INCEPTION)
Mei Trade receivable, related parties
Total
Member's
Equity
Retained
(Deficit)
50,000
50,000
Net (loss)
(37,759)
(37,759)
(37,759)
12,241
(65,000)
(65,000)
Net (loss)
207,513
207,513
BALANCE, DECEMBER 31,2010
50,000
BALANCE, DECEMBER 31,2011
50,000
104,754
154,754

STATEMENTS OF CASH FLOWS
For the Year Ended

December 31,2011
Net Loss
Adjustments to reconcile net (loss) to net
casl Trade receivable, related parties
Amortization
Accounts receivable
Trade receivable related parties
Prepaid expenses
Increase (decrease) in
Accounts payable
Deferred revenue
Due to parent
Due to affiliate
207,513
For the Period

from Aprd 29,2010
(Inception) to
December 31,2010
$
(37,759)
21,212
10,606
(58,791)
(9,957)
(4,125)
(62,673)
(2,037)
(60,000)
4,855
60,000
41,561
2,131
18,721
16,181
109,996

Payments for franchise organizational costs
Net cash (used) by investing activities
(20,803)
(20,803)

Net cash provided by financing activities
(65,000)
(65,000)
50,000
50,000
44,996
47,918
CASH, beginning of year
47,918
CASH, ending of year
Cash paid for taxes
$
$
$
$
SUPPLEMENTAL SCHEDULE OF NONCASH

INVESTING AND FINANCING ACTIVITIES
Acquisition of franchise organizational costs through
member contributions and affiliate advances
92,914
The accompanying notes are an mtegral part of these financial statements

7
47,918
(42,834)

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Drybar Franchising LLC (the "Company") is a Delaware limited liability company and was formed on
April 29, 2010 ("Inception") The Company offers franchises for the right to operate as a Drybar Unit
Franchised Business, and use the "Drybar" name, design and system within a specified temtoiy that is
approved by the Company
The Diybar System is charactenzed by certain trademarks and logos, operating systems, training and
marketing concepts, the manual, distinctive color schemes and other elements, and includes methods for
marketing and operating territories m the business of providing certain products and services related to
hair styling, including but not limited to hair wash, scalp massage, and hair blow outs
The Company is wholly owned by Drybar Holdings LLC ("Parent") Parent is a Delaware limited liability
company that was mcorporated on January 14, 2010 Additionally, the Company also has nine affiliates
through common ownership and control Eight of these affiliates were operating retail shops similar to
that being offered for franchise by the Company
A summary of significant accounting policies follows
Financial Accounting Standards Board ( FASB ') Accounting Standards Codification^^ (the
"Codification' or 'ASC ')
The Codification is the single source of authontative generally accepted accountmg principles ("GAAP")
recognized by the FASB, to be applied by nongovernmental entities in the preparation of financial
statements in conformity with GAAP The Codification became effective for interim and annual periods
ending after September 15, 2009 and superseded all previously existing non-SEC accountmg and
reporting standards All other non-grandfathered not included m the Codification is non-authontative All
of our references to GAAP now use the specific Codification Topic or Section rather than prior
accounting and reporting standards The Codification did not change existing GAAP and, therefore, did
not affect our financial position or results of operations
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with an ongmal maturity of three months
or less to be cash equivalents The Company had no cash equivalents as of December 31,2011 and 2010
Accounts Receivable
Accounts receivable on franchise fees and royalties are carried at original invoice amount less an estimate
made for doubtful receivables based on a review of all outstandmg amounts on a monthly basis
Management determines the allowance for doubtful accounts by regularly evaluating individual
customer's receivables and considering a customer's financial condition, credit history and current
economic conditions Accounts receivable are written off when deemed uncollectible Recoveries of
accounts receivable previously written off are recorded as income when received No allowance for
doubtful accounts was recorded as of December 31,2011 and 2010

Intangible Assets
The Company has adopted ASC 350, Intangibles - Goodwill and Other that requires that goodwill and
intangible assets with indefinite lives (such as intellectual property) no longer be amortized to earnings
but be tested for impairment at least annually Intangible assets with finite lives (such as franchise
organizational documents) are amortized over their estimated useful lives Intangible assets consist
principally of franchise organizational documents The Company has established intangible assets for the
cost of acquinng its unique franchise organizational documents
The useful life of an intangible asset is the period over which the asset is expected to contribute directly
or indu-ectly to future cash flows Franchise organizational costs are amortized over the period of time the
documents are expected to remain m place, assuming renewals without material modifications to the
onginal terms and conditions (generally three years from the date franchise sales commence) Intangible
assets with finite lives are reviewed for impairment if events or changes in circumstances indicate that the
carrying value might not be recoverable
Initial Franchise and Development Fees and Deferred Revenue
Initial franchise fees will be recognized as revenue when all material services and conditions required to
be performed by the Company have been substantially completed Initial franchise fees collected by the
Company before all material services and conditions are substantially performed will be recorded as
deferred franchise sales revenue
Royalty Revenue
Revenue from royalties, which is based upon a percentage of franchisee sales ranging from 4% to 7%, is
recognized when earned
Advertising Fund
The Company has established a Brand Development fund ("Fund") for the benefit of franchisees The
Company began the assessment March 1, 2011 for existing and future franchisees Amounts due are
based on a percentage of franchisee sales ranging from I 5% to 3%, and will be collected monthly
Amounts received from franchisees are designated for segregation into the Fund to be expended to benefit
franchisees The Company collects and administers the Fund In the accompanying statements of
operations amounts received from franchisees are reported as National Marketing Fund revenues and
amounts expended for the benefit of the franchisees are reported as Advertising and Marketing expenses
Use of Estimates
The preparation of 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 at the date of the financial statements Actual results could
differ from those estimates

Income Taxes
The Company has elected to be treated as a partnership for income tax purposes Accordingly, taxable
income and losses of the Company are reported on the income tax return of its member and no provision
for federal or state income taxes has been recorded on the accompanying balance sheet
Concentrations of Risk
The Company maintains cash balances in one financial institution participating in tlie Federal Deposit
Insurance Corporation (FDIC) program whereby cash deposits are insured for up to $250,000 Cash
balances in their financial institutions may at times exceed the FDIC insured amounts However, the
Company has not experienced any related losses in such accounts
Fair Value of Financial Instruments
For certain of the Company's financial instruments, including cash and cash equivalents, accounts
receivable, accounts payable, deferred revenue and amounts due to affiliates, the carrying amounts
approximate fair value due to their short maturities
Advertising Costs
The Company expenses advertising costs as incurred Advertising expense as of December 31, 2011
and for the period April 29, 2010 (Inception) to December 31, 2010 was $4,000 and $0, respectively
Reclassification
Certain amounts in the prior period financial statements have been reclassified for comparative purposes
to conform to the presentation in the current period financial statements
Recently Issued Accounting Pronouncements
The Company has adopted all recently issued Accounting Standards Updates ("ASU") The adoption of
the recently issued ASUs, including those not yet effective, is not anticipated to have a material effect on
the financial position or results of operations of the Company
NOTE 2 - INTANGIBLE ASSETS

Intangible asset, net, consist of the following at December 31,
Franchise Organizational Costs

Less accumulated amortization
$
$
10
2011
63,637
(31,818)
31,819
$
$
2010
63,637
(10,606)
53,031

NOTE 2 - INTANGIBLE ASSETS (CONTINUED)
Amortization expense for the year ended December 31, 2011 and for the period April 29, 2010
(Inception) to December 31, 2010 was $21,212 and $10,606, respectively
Amortization expense for the years ended December 31, 2012 and 2013 is expected to be $21,212 and
$10,607, respectively
NOTE 3 - RELATED PARTY TRANSACTIONS

Amounts Due to Affiliate
The Company owes monies to an affiliate The amount bears no interest and is due on demand The
amount due to affiliate as of December 31,2011 and 2010 is $0 and $24,965, respectively
Services Provided By Parent
The Parent provides the Company certain administrative services, including office space, clerical
assistance and other miscellaneous services The amounts charged for these services were $120,000 and
$0 for the year ended December 31, 2011 and the period from April 29, 2010 (Inception) to December 31,
2010, respectively In addition, from time to time the Parent has provided operating funds to the Company
in the form of intercompany advances Amounts due to the Parent were $109,826 and $61,561 as of
December 31, 2011 and 2010, respectively
NOTE 4 - MEMBER'S LIABILITY

Pursuant to the Delaware Limited Liability Company Act (the "Act"), with limited exceptions "no
member or manager of a limited liability company shall be obligated personally for any such debt,
obligation or liability of the limited liability company solely by reason of being a member or acting as a
manager of the limited liability company " The Act allows an LLC's company agreement to specifically
allow for direct liability of the members or the manager(s) However, the Limited Liability Company
Agreement of Drybar Franchising LLC specifically states that "The Member shall not have any liability
for the obligations or liabilities of the Company except to the extent provided in the Act" As such, the
Company's member is generally only liable to the extent of its investment m the Company
NOTE 5 - COMMITMENTS AND CONTINGENCIES

Litieation
The Company is party to various claims, legal actions and complaints arising in the ordinary course of
business In the opinion of management, all matters are of such kind, or involve such amounts, that
unfavorable disposition, if any, would not have a material effect on the financial position of the Company
11

NOTE 6 - SUBSEQUENT EVENTS
Franchisee Operations
The Company has 8 franchisees operating as of the date of this report
Date of Management's Evaluation
Management has evaluated subsequent events through March 23, 2012, the date on which the financial
statements were available to be issued
12
EXHIBrr F TO DRYBAR
GENERAL RELEASE

Exhibit F
GENERAL RELEASE
, whose address for the purpose of this Release is

("Franchisee"),
,
a(n)
whose address for the purpose of this Release is
, and
, a(n)
whose
address
for
the
purpose
of
this
Release
is
(collectively, "Franchisee's Pruicipals"), for good and
other valuable consideration, hereby release and forever discharge DRYBAR FRANCHISING LLC, a
Delaware limited liability company ("Company"), its parent, its affiliates, and theu- respective heu-s, successors,
members, shareholders, representatives, assigns, agents, employees, officers and directors ("Designees"), of
and from any claims, debts, liabilities, demands, obligations, costs, expenses, actions and causes of action of
every nature, character and descnption, known or unknown, vested or contingent, that Franchisee or any of
Franchisee's Prmcipals now own or hold, or has at any time heretofore owned or held, or may at anytime own
or hold against Company and its Designees, arising prior to and including the date of this Release, includmg,
without limitation, any such claims that Franchisee or any of Franchisee's Principals may have against
Company and its Designees (i) arising under any agreement between Franchisee and its Principals and
Company and its Designees, except those surviving the termination of that certain Franchise Agreement dated
between Franchisee and Company (the "Franchise Agreement"), and any settlement
agreement related to its termmation, (u) arising from the parties' conduct during the term of the Franchise
Agreement, and (iii) arising under federal, state and local laws, rules or ordinances, includmg, but not limited
to, federal and state fi^chise and deceptive trade practice laws
If Franchisee is domiciled or has his or her principal place of business in the State of California, then
Franchisee hereby expressly waives and relmquishes all rights and benefits under Section 1542 of the
California Civil Code, which provides
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR"
IN WITNESS WHEREOF the parties have executed and delivered this General Release on this
day of
FRANCHISEE
FRANCHISEE'S OWNERS
[Name of Entity if Franchise is a business Entity]

Print Name
By
Title
PrmtName
[This General Release will be modified as necessary for consistency with any state law regulating fi^chising ]

Exhibit F
EXHIBIT G TO DRYBAR
LIST OF FRANCHISE LOCATIONS

Exhibit G
V3
LIST OF FRANCfflSE LOCATIONS

AS OF DECEMBER 31,2013
STATE
FRANCHISEE
ADDRESS
15147 N ScottsdaleRd
#115
Scottsdale, AZ 85254
3172 E Camelback Rd,
Phoenix, AZ 85016
Purple Ventures, LLC

Ari/nna
Purple Ventures, LLC

TinaRandi, LLC
Georgia
Drybar Atlanta, LLC

Drybar Park Cities LLC
Texas
Drybar Legacy LLC

Drybar NP LLC
12857 El Camino Real

San Diego, CA 94115
102 West Paces Ferry Rd
Suite B
Atlanta, GA 30305
4222 Oak Lawn Avenue
Dallas, TX 75219
7300 Lone Star Dr
Ste C-126
Piano, TX 75024
8687 N Central Expressway
Ste 940
Dallas, TX 75225
TELEPHONE
480-266-8380
(480) 607-5064
858-220-6983
310-713-6763
214-735-4944
214-735-4944
214-735-4944
LIST OF FRANCfflSE LOCATIONS

AS OF DECEMBER 31,2013
The following is a list of franchisees who had an outlet terminated, canceled, not renewed, or otherwise
voluntarily or involuntarily ceased to do business under the franchise agreement durmg our most recently
completed fiscal year or who have not communicated with us within 10 weeks of the issuance date of this
disclosure document
STATE
FRANCHISEE
ADDRESS
TELEPHONE
California
Bench Enterpnses, Inc *
177 Brookside Place,

Danville, California 94526
415-317-0455
*Our affiliated repurchased this Shop in 2013 and it is currently being operated by an
Operatmg Subsidiary as a Company-affiliated Shop
If you buy this franchise, your contact information may be disclosed to other buyers when you leave
the franchise system

Exhibit 0
V3
EXHIBIT H TO DRYBAR
RECEIPT

Exhibit H
V3
RECEIPT
(Your copy to keep)
This Franchise Disclosure Document summarizes certain provisions of the Franchise Agreement and other
infonnation in plain language Read this Franchise Disclosure Document and all agreements carefully
If Drybar Franchising LLC offers you a franchise, it must provide this Franchise Disclosure Document to you
14 calendar days before you sign a binding agreement or make a payment with franchisor or an affiliate in
connection with the proposed franchise sale Under Michigan law, if applicable, Drybar Franchising LLC
must provide this Disclosure Document to you 10 business days before signing any contract or making any
payment relating to the franchise relationship Under New York and Oklahoma law, Drybar Franchising LLC
must provide this Disclosure Document to you at the earliest of the first personal meeting or 10 business days
before signing any contract or making any payment relating to the franchise relationship Under Iowa law, if
applicable, Drybar Franchising LLC must provide this Disclosure Document to you at the earliest of the first
personal meeting or 14 days before signing any contract or making any payment relating to the franchise
relationship
If Drybar Franchising LLC does not deliver this Franchise Disclosure Document on time or if it contains a
false or misleading statement, or a matenal omission, a violation of federal and state law may have occurred
and should be reported to the Federal Trade Commission, Washington, D C 20580 and the appropriate state
regulatory agency listed m Exhibit B Franchisor's agents for service of process are listed in Exhibit C
The franchise seller are Sean Bock at 49 Discovery, Suite 150, Irvme, CA 92618 and (602) 505-4325 and
Issuance Date November 14, 2014
I received a disclosure document issued on November 14, 2014, that included the following Exhibits
EXHIBIT A
EXHIBIT B
EXHIBIT C
EXHIBIT D
Franchise Agreement
State Specific Amendment to Franchise Agreement
Attachment A
Attachment B
Attachment C
Entity Information
Attachment D-I Limited Personal Guaranty and Undertaking
Attachment D-2 Confidentiality and Non-competition Agreement
Attachment E
ACH Authorization
Attachment F
Lease Addendum
Attachment H
EXHIBIT E
EXHIBIT F
General Release
EXHIBIT G
List of Franchisees
EXHIBIT H
Receipt
PROSPECTIVE FRANCHISEE
Print Name
Date
Print Name
Date

Exhibit H
V3
RECEIPT
(Sign and return to us)
This Franchise Disclosure Document summarizes certain provisions of the Franchise Agreement and other
information in plain language Read this Franchise Disclosure Document and all agreements carefully
If Drybar Franchising LLC offers you a fianchise, it must provide this Franchise Disclosure Document to you
14 calendar days before you sign a binding agreement or make a payment with franchisor or an affiliate in
connection with the proposed franchise sale Under Michigan law, if applicable, Drybar Franchising LLC
must provide this Disclosure Document to you 10 busmess days before signing any contract or making any
payment relating to the franchise relationship Under New York and Oklahoma law, Drybar Franchismg LLC
must provide this Disclosure Document to you at the earliest of the first personal meeting or 10 business days
before signmg any contract or making any payment relating to the franchise relationship Under Iowa law, if
applicable, Drybar Franchising LLC must provide this Disclosure Document to you at the earliest of the first
personal meeting or 14 days before signing any contract or making any payment relatmg to the franchise
relationship
If Drybar Franchising LLC does not deliver this Franchise Disclosure Document on time or if it contains a
false or misleading statement, or a material omission, a violation of federal and state law may have occurred
and should be reported to the Federal Trade Commission, Washmgton, D C 20580 and the appropriate state
regulatory agency listed m Exhibit B Franchisor's agents for service of process are listed m Exhibit C
The franchise seller are Sean Bock at 49 Discovery, Suite 150, Irvine, CA 92618 and (602) 505-4325 and
Issuance Date November 14, 2014
I received a disclosure document issued on November 14, 2014, that included the following Exhibits
EXHIBIT A
EXHIBIT B
EXHIBIT C
EXHIBIT D
Franchise Agreement
State Specific Amendment to Franchise Agreement
Attachment A
Attachment B The Franchised Location and the Protected Area
Attachment C
Entity Information
Attachment D-1 Limited Personal Guaranty and Undertakmg
Attachment D-2 Confidentiality and Non-corapetition Agreement
Attachment E
ACH Authorization
Lease Addendum
Attachment F
Attachment H Franchisee Questionnaire
EXHIBIT E
EXHIBIT F
General Release
EXHIBIT G
List of Franchisees
Receipt
EXHIBIT H
Print Name
Date
Prmt Name
Date

Exhibit H
V3

Franchise Disclosure Document

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FRANCHISE DISCLOSURE DOCUMENT

Drybar Franchising LLC

r^OT*" Business Oversignt

49 Discovery, Smte lso

DRYBAR FRANCHISING LLC

STATE COVER PAGE

THE FRANCHISE AGREEMENT REQUIRES YOU TO RESOLVE DISPUTE WITH US BY

THE FRANCHISE AGREEMENT STATES THAT CALIFORNIA LAW GOVERNS THE

THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE

Effective Date See State Effective Dates Page

DRYBAR FRANCHISING LLC

STATE EFFECTIVE DATES

DRYBAR FRANCHISING LLC

STATE SPECIFIC ADDENDA

Michael Landau - Co-Founder and Executive Chairman

See Note 2 for the definition of

We have the right to implement a

DRYBAR FRANCHISING LLC

Call Center Program

Currently $2,600 per

We have implemented a phone and

Up to $500 per month

May be increased each year based

Up to $60 per month, but

We require you to use Facility

Our then-current fee,

We will provide three days of initial

Reasonable tuition and/or

Your Operating Partner must attend

$2,500 per training session

We will tram your initial Shop

Reasonable tuition and/or

Each of your hairstylists and other

Supplier Approval Fee

Administration Fee for

50% of our then-current

Transfer Fee for

If we approved relocation of the

Payable only if you require an

You must pay the actual cost of

A rate of 18% per year or

Payable only if any sums due us are

Amount disclosed in the

Payable only if any check, draft,

Our costs and expenses

No offenng shall imply in any

Actual fees incurred

You must reimburse us for our

Amount of loss suffered

You must reimburse and pay our

Payable only if you fail to maintain

$100 plus reimbursement

Private or Public Offer

Costs and Attorneys'

Initial Franchise Fee'

Initial Software License

Call Center Program,

Lease Payments (three

Furniture and Fixtures"

Insurance Deposits and

Working Capital (three

Personal injury coverage

DRYBAR FRANCHISING LLC

Liquor liability coverage