an six (6) months from the Effective Date of the Franchise Agreement to qualify for the reimbursement described in this paragraph. Franchisor will have fortyfive (45) days after receipt of the itemized invoice to submit payment to Franchisee. In the event Franchisee fails to meet any of the obligations of this paragraph, Franchisee shall be deemed to have waived any right to a reimbursement and Franchisor shall be released from any obligation to reimburse Franchisee for any expense related to the installation of exterior signs displaying the Marks. In any event, Franchisee shall be required to adhere to all of Franchisee's obligations described in Section 4.1 of the Franchise Agreement.

• 1. MARKETING CAMPAIGN LAUNCH: Franchisor agrees to provide Franchisee with certain marketing services, include but not limited to digital marketing services and website marketing services, prior to or at the opening of the Franchised Business in an amount determined by Franchisor, not to exceed $5,000.
• 1. MISCELLANEOUS. This Addendum will be binding upon and inure to the benefit of each party. Any terms not defined in this Addendum will have the meaning given to the terms in the Franchise Agreement.
• 1. NO FURTHER CHANGES. Except as specifically provided in this Addendum, all of the terms, conditions and provisions of the Franchise Agreement will remain in full force and effect as originally written and signed.

[signature page follows]

IN WITNESS WHEREOF, Franchisor and Franchisee have duly executed this Addendum as of the date first above written.

FRANCHISOR: BENJAMIN FRANKLIN FRANCHISING SPE LLC FRANCHISEE: [PRINT NAME OF COMPANY]

APPENDIX B-2 TO FRANCHISE AGREEMENT BRAND PROGRAMS

UWIN Customer Complaint Resolution Program

ATTENTION FRANCHISEES

You have been approved to participate in the UWIN Customer Complaint Resolution Program. Attached is your UWIN Participation Agreement and applicable guaranty, each of which includes terms and conditions of participation.

Once UWIN receives your original, signed agreement you will be sent the UWIN Welcome Packet. You will also be added as a contractor on the UWIN website.

UWIN PARTICIPATION AGREEMENT FOR FRANCHISEES

THIS UWIN PARTICIPATION AGREEMENT FOR FRANCHISEES, having an effective date of (the "Agreement"), is made by and between UWIN, LLC, a Florida limited liability company ("UWIN"), and the home services contractor identified on the signature page ("Contractor") who, in consideration of the promises set forth below, agree as follows:

1. NATURE AND SCOPE OF AGREEMENT

• 1.1 UWIN. UWIN is a customer service resource that provides customers information and assistance with resolution and reparations concerning their transactions with participating home services contractors (the "Customer Complaint Resolution Program"). Participants in the Customer Complaint Resolution Program display UWIN's distinctive seal of approval and its associated marks, logos, and designs (collectively, the "Seal").
• 1.2 Contractor**.** Contractor is a franchisee of one of UWIN's affiliates (each, a "Franchisor") and, pursuant to its franchise agreement ("Franchise Agreement"), has obtained the right to use the Franchisor's system in conjunction with the operation of its home repair services business ("Contractor's Business"). In connection with the operation of the Contractor's Business, Contractor desires, and hereby agrees, to participate in the Customer Complaint Resolution Program.
  • 1.3 Representations and Warranties**.** Contractor represents and warrants to UWIN as follows:
  • A. Contractor has independently investigated the business risks involved in participating in the Customer Complaint Resolution Program and such other matters as Contractor deems important;
  • B. All information Contractor has provided to UWIN to induce UWIN to grant Contractor the right to participate in the Customer Complaint Resolution Program was true, correct, complete and accurate as of the date made, and, as of the date of this Agreement, no material change has occurred in such information;
  • C. Contractor's execution, delivery and performance of this Agreement does not violate or constitute a breach under any agreement or commitment made by Contractor;
  • D. If Contractor is a business entity, Contractor is duly organized and validly existing, is qualified to do business in each state where Contractor is or will conduct business, and is duly authorized to execute and deliver this Agreement and perform Contractor's obligations pursuant to this Agreement; and
  • E. This Agreement represents a valid, binding obligation of Contractor.
• 1.4 Owner's Guaranty**.** If Contractor is a business entity, each individual with an ownership interest in Contractor (each, an "Owner") is required to execute an Owner's Guaranty in favor of UWIN (the form of which is attached as Exhibit A) and deliver the executed copy to UWIN with this signed Agreement, or if such ownership interest is acquired later, within 10 days after becoming an Owner.

2. SCOPE OF PARTICIPATION

• 2.1 Participation in the Customer Complaint Resolution Program. UWIN grants Contractor the non-exclusive right to participate in the Customer Complaint Resolution Program, pursuant to the terms of this Agreement and its requirements as established by UWIN from time to time. Contractor agrees to comply with the Customer Complaint Resolution Program and the requirements provided by UWIN from time to time, including but not limited to the use of any related written or electronic customer materials.
• 2.2 Grant of License. Subject to the terms and conditions of this Agreement, UWIN grants Contractor a non-exclusive, revocable license to use the Seal in connection with the Customer Complaint Resolution Program and Contractor's Business. Contractor accepts such grant and agrees to display the Seal on its business materials, website, advertising and marketing only in the form and manner, and only with appropriate legends and proprietary notices, as may be prescribed by UWIN from time to time. UWIN has the right (but not the obligation) to review and approve all labeling, advertising, displays and other items on which the Seal appears prior to the use of such items by Contractor. Contractor agrees to permit UWIN to inspect any materials bearing the Seal and to comply in a timely fashion with any instruction from UWIN as to the proper use of the Seal or any request to modify or discontinue any use of the Seal.
• 2.3 Term. Unless terminated earlier pursuant to Article 5, the term of this Agreement will be from the date of this Agreement until the expiration or termination of the Franchise Agreement ("Term"). During the term, if requested by UWIN, Contractor agrees to execute any then current form of UWIN's participation agreement and all other agreements then customarily used by UWIN in granting rights to use the Customer Complaint Resolution Program, which agreements may contain terms and conditions that are materially different from the terms and conditions in this Agreement.
• 2.4 Reserved Rights. UWIN reserves all rights not specifically granted to Contractor herein. This Agreement does not limit the right of UWIN to use or authorize others to participate in the Customer Complaint Resolution Program, use the Seal, or to engage in or license any business activity, including, without limitation, the operation or franchising of home repair services businesses under the Seal at any location, and/or under any other trade name, trademark or service mark now or hereafter owned by or licensed to UWIN or its affiliates at any location.
• 2.5 Modification of the Customer Complaint Resolution Program and/or Seal. The parties agree that UWIN, in its sole discretion, may change or modify the Customer Complaint Resolution Program, including the Graphics Manual and/or the Seal, from time to time. Contractor agrees to modify its operations, including any display of the Seal, to comply with the new standards established by UWIN within a reasonable time after UWIN notifies Contractor of any such change. If such change is made, reference in this Agreement to the Customer Complaint Resolution Program and/or Seal will be deemed to refer to such new program, mark or seal.
• 2.6 Goodwill. All improvements and additions to or associated with the Customer Complaint Resolution Program, whenever and by whomever made, and all service mark and trademark registrations and goodwill at any time associated with the Customer Complaint Resolution Program, including the Seal, are the property of UWIN. All goodwill established by Contractor's use of the Seal and Customer Complaint Resolution Program will inure to the sole and exclusive benefit of UWIN. Upon expiration or termination of this Agreement, no monetary amount will be assigned or attributed to any goodwill associated with Contractor's participation in the Customer Complaint Resolution Program or use of the Seal.

2.7 Ownership of Customer Complaint Resolution Program. Contractor acknowledges and agrees that it will not acquire any proprietary rights in the Customer Complaint Resolution Program or the Seal by virtue of its participation in the Customer Complaint Resolution Program. Contractor agrees not to contest (A) UWIN's unrestricted and exclusive ownership of the Customer Complaint Resolution Program and Seal or (B) UWIN's right to grant licenses to use the Seal. Contractor acknowledges that it does not have any right to authorize others to participate in any part of the Customer Complaint Resolution Program, including any use of the Seal, and that all materials relating to the Customer Complaint Resolution Program will at all times remain the sole property of UWIN.

3. CUSTOMER COMPLAINT RESOLUTION

• 3.1 Resolution of Complaints. Contractor agrees to follow, and authorizes UWIN to follow, the resolution provisions described in this Article 3 for any and all disputes which may arise between Contractor and its customers during the Term.
• 3.2 Contractor's Resolution. Contractor will use good faith efforts to resolve any and all disputes that Contractor may have with its customers and former customers regarding the material used by Contractor, the labor performed or the craftsmanship displayed by Contractor with respect to work for which it has charged or intends to charge its customers.
• 3.3 UWIN's Intervention. If a customer of Contractor notifies UWIN that a dispute exists between such customer and Contractor regarding the material used by Contractor, labor performed or the craftsmanship displayed by Contractor with respect to work for which Contractor has charged, or intends to charge, that customer (a "Customer Complaint"), UWIN will advise the customer that UWIN will promptly notify Contractor of the Customer Complaint and that Contractor will have 48 hours to resolve the Customer Complaint to customer's satisfaction.
• 3.4 Remedial Actions. If Contractor fails to resolve a Customer Complaint to the customer's satisfaction within 48 hours after receiving notice of the Customer Complaint from UWIN, UWIN, in its sole discretion and without notice to Contractor, has the right to either:
  • A. pay customer the dollar amount that UWIN determines to be in dispute;
  • B. pay customer the dollar amount that UWIN determines is required to complete the work, if unfinished; or
  • C. pay an independent third party contractor to complete the work, if unfinished (each of these, a "Remedial Payment").

Contractor authorizes and directs UWIN to make any of the foregoing Remedial Payments and take such other related actions required to resolve the Customer Complaint as UWIN, in its sole discretion, deems appropriate. Nothing herein is intended to be deemed to cause UWIN to be a guarantor or third party to Contractor's obligation to its customers and Contractor shall not represent anything to the contrary to its customers. Contractor agrees to reimburse UWIN for the full amount of any Remedial Payment made under this Section 3.4 within 15 days after UWIN notifies Contractor of such Remedial Payment. If Contractor does not reimburse UWIN for the full amount of any Remedial Payment within the 15-day period, UWIN has the right to assess and collect a past due service charge equal to the lesser of 1.5% per month or the maximum interest rate permitted by law on such past due amounts beginning from the date UWIN made the Remedial Payment. Contractor's obligations under this Article 3 will continue after the termination or expiration of this Agreement with regard to (i) any work performed by Contractor prior to the date of

termination or expiration of this Agreement and (ii) any work performed by Contractor while it is displaying the Seal, regardless of whether such work was performed prior to or after the date of termination or expiration of this Agreement.

Source: Item 23 — RECEIPTS (FDD pages 88–312)