Under what circumstances can the Bambu Franchise Agreement be modified?

extent permitted by law, Franchisee waives any such claims against such Nonparty Affiliates.

24. MISCELLANEOUS PROVISIONS

24.1 Modification.

a. This Agreement may only be modified upon execution of a written agreement between Bambu and Franchisee or, at Bambu's option, upon notice of the approval of a Super-Majority as defined

in Section 24.1.b below. Unless prohibited by law or waived by Bambu, Franchisee must provide a general release of any and all claims against Bambu if Franchisee requests and Bambu consents to modify any provisions of this Agreement after it has been signed.

• b. This Agreement may be modified by Bambu at its option whenever Bambu and a Super-Majority, as hereinafter defined, of franchisees and licensees of Bambu agree to any such modification. A "Super-Majority" of Bambu franchisees or licensees shall consist of the owners of at least 75 percent of all Bambū shoppe franchises and licenses, or, if only a portion of Bambū shoppes are affected by the modification, at least 75 percent of those Bambū shoppe franchises and licenses affected by the modification. Whenever a modification is approved by a Super-Majority, Bambu may elect to treat the modification as effective to all franchisees and licensees or the applicable group thereof, including Franchisee, to the same extent and in the same manner as if the modification was unanimously approved by them, and regardless of whether Franchisee may or may not desire to be bound by the modification. Bambu shall provide Franchisee with notice of any modification to this Agreement based on a Super-Majority approval at least 30 days prior to the date such modification is to be effective. By signing this Agreement, Franchisee appoints the officers of Bambu as its attorneys in fact with irrevocable power and authority to execute any such modification so approved.
• c. Franchisee acknowledges that Bambu may modify its standards and specifications and operating, marketing, and other policies and procedures set forth in the FRC Materials unilaterally under any conditions and to the extent in which Bambu, in its sole determination, deems necessary or desirable. These modifications may include regional and local variations. Franchisee shall be bound by and incorporate into its shoppe these modifications. Franchisee may be obligated to invest additional capital in Franchisee's shoppe and incur higher operating costs based on these periodic modifications.
• d. Bambu has the right to vary the franchise agreement and any standards, specifications, and techniques for a particular Bambu franchisee based on the circumstances related to the franchisee, its area or territory, or any other condition. Franchisee shall not be entitled to require Bambu to grant Franchisee a similar variation.
• 24.2 Entire Agreement. This Agreement, including all attachments and addenda, contains the entire agreement between the parties and supersedes any and all prior agreements concerning the subject matter hereof.

Source: Item 23 — Receipts (FDD pages 52–209)