Under what circumstances is the Addendum mentioned in this section of the Brightstar Care Franchise Agreement signed?

[Item 17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION]

• 1. The provisions of this Addendum form an integral part of, and are incorporated into, the Franchise Agreement. This addendum is being signed because: (a) any of the franchise offer or sales activity occurred in California and you are a resident of California; or (b) your BrightStar Care Agency will be located in California.

[Item 17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION]

• 1. The provisions of this Addendum form an integral part of, and are incorporated into, the Franchise Agreement. This Addendum is being signed because: (a) Franchisee is a resident of the State of Maryland; or (b) the BrightStar Care Agency will be located or operated in Maryland.
• 1. RELEASES. The following language is added to the end of Section 2.2, 12.4.9, and 12.7 of the Franchise Agreement:

; provided, however, that such general release shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.

1. CONSENT TO JURISDICTION. The following sentence is added to the end of Section 15.7 of the Franchise Agreement:

Franchisee may, subject to its arbitration obligations, bring an action in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.

• 1. LIMITATIONS OF CLAIMS. The following sentence is added to the end of Section 15.8 of the Franchise Agreement:
  • , except that any and all claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within three (3) years after the grant of the Franchise.
• 1. GOVERNING LAW. The following sentence is added to the end of Section 22 of the Franchise Agreement:

However, to the extent required by applicable law, Maryland law will apply to claims arising under the Maryland Franchise Registration and Disclosure Law.

1. ENTIRE AGREEMENT. The following language is deleted from Section 24 of the Franchise Agreement:

You acknowledge that you are entering into this Agreement as a result of your own independent investigation of our franchised business and not as a result of any representations about us made by our owners, officers, directors, employees, agents, representatives, independent contractors, or franchisees that are contrary to the terms set forth in this Agreement or any disclosure document, prospectus, or other similar document given to you.

1. ACKNOWLEDGMENTS. The following language is added to the end of Section 27 of the Franchise Agreement:

Such representations are not intended to nor shall they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.

[Item 17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION]

• 1. The provisions of this Addendum form an integral part of and are incorporated into the Franchise Agreement. This addendum is being signed because: (a) the offer or sale of the franchise to Franchisee was made in the State of Minnesota; (b) Franchisee is a resident of the State of Minnesota; and/or (c) the BrightStar Care Agency will be located or operated in the State of Minnesota.
  • 1. The following sentence is added to the end of Sections 1.5 and 13:

With respect to franchises governed by Minnesota law, Franchisor will comply with Minnesota Statute § 80C.14, subdivision 3, 4, and 5 which requires, except in certain cases, that Franchisee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice for non-renewal of the Franchise Agreement.

1. The following sentence is added to the end of Sections 2.2, 12.4.9, and 12.7:

Notwithstanding the foregoing, Franchisee will not be required to assent to a release, assignment, novation, or waiver that would relieve any person from liability imposed by Minnesota Statute §§ 80C.01 – 80C.22.

1. The following sentences are added to the end of Sections 15.3 and 15.8:

Minnesota Statute § 80C.21 and Minnesota Rule 2860.4400J prohibit Franchisor from requiring arbitration or litigation to be conducted outside Minnesota. In addition, nothing in the Disclosure Document or the Franchise Agreement can abrogate or reduce any of Licensee's rights as provided for in Minnesota Statutes, Chapter 80C, or Franchisee's rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction.

• 1. Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Franchise Agreement.
• 1. Except as expressly modified by this Addendum, the Franchise Agreement remains unmodified and in full force and effect.

BrightStar Franchising, LLC

ADDITIONAL DISCLOSURE DOCUMENT DISCLOSURES REQUIRED BY THE STATE OF NEW YORK

1. The following information is added to the cover page of the Franchise Disclosure Document:

[Item 17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION]

• 1. The provisions of this Addendum form an integral part of and are incorporated into the Franchise Agreement. This addendum is being signed because: (a) Franchisee is a resident of the State of North Dakota and the BrightStar Care Agency that Franchisee will operate under the Franchise Agreement will be located or operated in North Dakota, or (b) any of the franchise offer or sales activity occurred in North Dakota.
  • 1. The following sentence is added to the end of Sections 2.2, 12.4.9, and 12.7:

Any release executed will not apply to the extent otherwise prohibited by applicable law with respect to claims arising under the North Dakota Franchise Investment Law.

1. Section 11.4 of the Franchise Agreement is amended by adding the following:

Covenants not to compete such as those mentioned above are generally considered unenforceable in the State of North Dakota. However, you acknowledge and agree that we intend to seek enforcement of these provisions to the extent allowed under the law.

1. The following language is added to the end of Section 14.2 of the Franchise Agreement:

The Commissioner has determined termination or liquidated damages to be unfair, unjust, and inequitable within the intent of Section 51-19-09 of the North Dakota Franchise Investment Law. However, we and you agree to enforce these provisions to the extent the law allows.

1. The third sentence of Section 15.3 of the Franchise Agreement is amended to read as follows:

All proceedings, including the hearing, will be conducted in Chicago, Illinois or, at our option, at a suitable location that is within ten (10) miles of where we have our principal business address when the arbitration demand is filed, provided, however, that to the extent required by the North Dakota Franchise Investment Law (unless such a requirement is preempted by the Federal Arbitration Act), arbitration proceedings will be held at a site to which we and you agree.

1. The following language is added at the end of Section 15.7 of the Franchise Agreement:

However, to the extent required by applicable law, but subject to Franchisee's arbitration obligations, Franchisee may bring an action in North Dakota.

1. The following sentence is added to the end of Section 15.8 of the Franchise Agreement:

[Item 17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION]

• 1. The provisions of this Addendum form an integral part of and are incorporated into the Franchise Agreement. This Addendum is being signed because: (a) the offer or sale of the franchise to Franchisee was made in the State of New York; (b) Franchisee is a resident of the State of New York; and/or (c) the BrightStar Care Agency will be located or operated in the State of New York.
• 1. Any provision in the Franchise Agreement that is inconsistent with the New York General Business Law, Article 33, Section 680 - 695 may not be enforceable.
  • 1. The following sentence is added to the end of Sections 2.2, 12.4.9, and 12.7:

Any provision in the Franchise Agreement requiring Franchisee to sign a general release of claims against Franchisor does not release any claim Franchisee may have under New York General Business Law, Article 33, Sections 680-695.

1. The following language is added as Section 6.18 of the Franchise Agreement:

Franchisee's responsibilities under New York Law are in no way lessened by entering into the Franchise Agreement. Notwithstanding any provision to the contrary in the Franchise Agreement, Franchisee retains:

• (i) ongoing responsibility and full legal authority over the operation and management of the Agency;
• (ii) ongoing responsibility for compliance with all statutory and regulatory requirements;
  • (iii) authority to hire or fire Agency staff;
  • (iv) control of the Agency's books and records;
• (v) authority over the disposition of assets and the authority to incur liabilities on behalf of the Agency.

By entering into the Franchise Agreement, Franchisee has agreed to adopt and utilize the policies and procedures Franchisor has developed. Notwithstanding the foregoing, Franchisee retains the right and authority to adopt, amend, enforce, and implement policies and procedures regarding the operation of the Agency in order to ensure compliance with applicable licensing or permitting requirements.

1. The following sentence is added at the end of Section 12.1:

Franchisor will not assign its rights under the Franchise Agreement except to an assignee who in Franchisor's good faith and judgment is willing and able to assume Franchisor's obligations under the Franchise Agreement.

[Item 17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION]

Franchisor will not assign its rights under the Franchise Agreement except to an assignee who in Franchisor's good faith and judgment is willing and able to assume Franchisor's obligations under the Franchise Agreement.

1. The following sentence is added to the end of Section 22:

Notwithstanding the foregoing, the New York Franchises Law shall govern any claim arising under that law.

1. The following language is added as Section 29 of the Franchise Agreement:

The Franchise Agreement approved by the New York State Commissioner of Health will be the sole Franchise Agreement between Franchisor and Franchisee during the initial term, relating to the operation of the Agency in the geographic area that is covered by the Franchise Agreement.

• 1. Any capitalized terms that are not defined in this Addendum shall have the meaning given them in the Franchise Agreement.
• 1. Except as expressly modified by this Addendum, the Franchise Agreement remains unmodified and in full force and effect full force and effect.

BrightStar Franchising, LLC

SUPPLEMENTAL ADDENDUM TO THE FRANCHISE AGREEMENT REQUIRED FOR NEW YORK LHCSA FRANCHISEES

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 81–92)