Under what circumstances is the Rider to the Franchise Agreement signed for a Body20 franchise?

Pursuant to Section 13.1-564 of the 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.

1. The following paragraph is added to the end of Item 17:

No statement, questionnaire, or acknowledgement signed or agreed to by you in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by us, any franchise seller, or any other person acting on behalf of us. This provision supersedes any other term of any document executed in connection with the franchise.

WASHINGTON

(See State-Specific Riders to the Franchise Agreement.)

THE FOLLOWING PAGES IN THIS EXHIBIT ARE STATE-SPECIFIC RIDERS TO THE FRANCHISE AGREEMENT

RIDER TO THE FRANCHISE AGREEMENT FOR USE IN ILLINOIS

THIS RIDER (this "Rider") is made and entered into by and between BODY20 Franchisor LLC, a Delaware limited liability company with its principal place of business at 4000 MacArthur Blvd., Suite 800, Newport Beach, California 92660 ("Franchisor"), and the person or entity identified on Appendix A as the franchisee ("Franchisee") with its principal place of business as set forth on Appendix A. In this Rider, "we," "us," and "our" refers to Franchisor. "You" and "your" refers to Franchisee.

• 1. BACKGROUND. We and you are parties to that certain Franchise Agreement dated __________________________, 20___ (the "Franchise Agreement"). This Rider is annexed to and forms part of the Franchise Agreement. This Rider is being signed because (a) any of the offering or sales activity relating to the Franchise Agreement occurred in Illinois and the Studio that you will operate under the Franchise Agreement will be located in Illinois, and/or (b) you are domiciled in Illinois.
• 1. GOVERNING LAW. Section 16.1 of the Franchise Agreement is deleted and replaced with the following:

Except to the extent governed by the Federal Arbitration Act or other federal law, Illinois law governs this Agreement.

1. CONSENT TO JURISDICTION. The following is added to the end of Section 16.3(d) of the Franchise Agreement:

Notwithstanding the foregoing, in conformance with Section 4 of the Illinois Franchise Disclosure Act, any provision in this Agreement that designates jurisdiction and venue in a forum outside of Illinois is void. However, this Agreement may provide for arbitration to take place outside of Illinois.

4. MUTUAL WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. The following is added to the end of Sections 16.4 and 16.5 of the Franchise Agreement:

HOWEVER, THIS SECTION SHALL NOT ACT AS A CONDITION, STIPULATION OR PROVISION PURPORTING TO BIND ANY PERSON ACQUIRING ANY FRANCHISE TO WAIVE COMPLIANCE WITH ANY PROVISION OF THE ILLINOIS FRANCHISE DISCLOSURE ACT AT SECTION 705/41 OR ILLINOIS REGULATIONS AT SECTION 200.609.

• 5. ILLINOIS FRANCHISE DISCLOSURE ACT. The following is added as Section 16.10 of the Franchise Agreement:
  • 16.10 Illinois Franchise Disclosure Act. In conformance with Section 41 of the Illinois Franchise Disclosure Act, any condition, stipulation, or provision purporting to bind any person acquiring any franchise to waive compliance with any provision of the Act or any other law of Illinois is void. However, that Section shall not prevent any person from entering into a settlement agreement or executing a general release regarding a potential or actual lawsuit filed under any provision of the Act,

nor shall it prevent the arbitration of any claim pursuant to the provisions of Title 9 of the United States Code.

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement under seal as of the Effective Date.

BODY20 FRANCHISOR LLC (IF ENTITY): [Name] Title: Date: (IF INDIVIDUALS): [Signature] [Print Name] [Signature] [Print Name] Date:

RIDER TO THE FRANCHISE AGREEMENT FOR USE IN MARYLAND

THIS RIDER (this "Rider") is made and entered into by and between BODY20 Franchisor LLC, a Delaware limited liability company with its principal place of business at 4000 MacArthur Blvd., Suite 800, Newport Beach, California 92660 ("Franchisor"), and the person or entity identified on Appendix A as the franchisee ("Franchisee") with its principal place of business as set forth on Appendix A. In this Rider, "we," "us," and "our" refers to Franchisor. "You" and "your" refers to Franchisee.

• 1. BACKGROUND. We and you are parties to that certain Franchise Agreement dated __________________________, 20___ (the "Franchise Agreement"). This Rider is annexed to and forms part of the Franchise Agreement. This Rider is being signed because (a) you are domiciled in Maryland, and/or (b) the Studio that you will operate under the Franchise Agreement will be located in Maryland.
• 1. RELEASES. The following is added to the end of Sections 2.2(d) ("Successor Term"), 13.4(d) ("Control Transfer"), 13.5 ("Non-Control Transfers"), 13.6 ("Transfer To an Entity"), and 15.7(d) ("Closing") of the Franchise Agreement:

The general release required as a condition of renewal, sale and/or assignment/transfer will not apply to any liability arising under the Maryland Franchise Registration and Disclosure Law.

1. GOVERNING LAW. The following sentence is added to the end of Section 16.1 ("Governing Law") of the Franchise Agreement:

Despite anything to the contrary stated above, and to the extent required by applicable law, Maryland law will apply to claims arising under the Maryland Franchise Registration and Disclosure Law.

1. CONSENT TO JURISDICTION.

Source: Item 23 — RECEIPT (FDD pages 74–251)