Under what conditions is the Budget Rider being executed?

NFIDENTIALITY AGREEMENT REQUIRED BY THE STATE OF MINNESOTA

| ("PROSPEC | CTIVE LICENSEE"). | |---------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | certain "Con | Background. BUDGET and PROSPECTIVE LICENSEE are parties to that fidentiality License Agreement" dated | | executed cor | | | of the Confid | | | that PROSPE | | | be located in | | | License Agre | | | will be effe | | | 2. | Injunctive Relief . The second sentence of Paragraph 5 of the Confidentiality is deleted in its entirety and the following is substituted in its place: | | Agreement | DGET will be entitled to seek injunctive relief without bond to enjoin any all or threatened conduct in violation of this Agreement." | | 3. | Law and Jurisdiction . The following language is added to the end of of the Confidentiality Agreement: | | Paragraph 7 | | | shall | rsuant to Minn. Stat. '80C.21 and Minn. Rule Part 2860.4400J, this section I not in any way abrogate or reduce PROSPECTIVE LICENSEE's rights as rided in Minnesota Statutes, 1984, Chapter 80C, including any right to submit ters to the jurisdiction of the courts of Minnesota." | | prov | | IN WITNESS WHEREOF, the parties hereto have executed and delivered this Rider on the day and year first above written.

PROSPECTIVE LICENSEE

RIDER TO BUDGET RENT A CAR SYSTEM LICENSE AGREEMENT REQUIRED BY THE STATE OF MINNESOTA

1. Notification of Infringement/Claim. The third sentence of Paragraph 2.2 of the License Agreement is deleted in its entirety and replaced by the following:

"Licensee agrees that Budget shall have sole discretion to take such action as it deems appropriate and the right to control exclusively any litigation or administrative proceeding arising out of any such infringement, challenge or claim or otherwise relating to any Budget Trademark, in accordance with Minn. Stat. Sec. 80C.12, Subd. 1(g)."

• 1. Initial License Purchase Fee. Notwithstanding anything contrary in Section 7.1, the payment of all initial fees is deferred until Budget has satisfied its pre-opening obligations to Franchisees under the License Agreement and Franchisee's Licensed Business opens to the public.
• 1. Termination Fee. The following language is added to the end of Paragraph 11.2 of the License Agreement:

"Budget and Licensee acknowledge that the payment of the Termination Fee might not be enforceable under the Minnesota Franchises Law; however, Budget and Licensee agree to enforce the terms of this Paragraph 11.2 to the maximum extent that the law allows."

1. Termination By Budget Without Prior Notice. The following language is added to the end of Paragraph 11.4 of the Prime License Agreement:

"Minnesota law provides a licensee with certain termination and non-renewal rights. With respect to franchises governed by Minnesota law, Budget will comply with Minn. Stat. Sec. 80C.14 Subds. 3, 4 and 5 which require, except in

certain specified cases, that a licensee be given ninety (90) days' notice of termination (with sixty (60) days to cure) and one hundred eighty (180) days' notice for non-renewal of the License Agreement."

1. Non-Competition.

Source: Item 23 — RECEIPTS (FDD pages 80–426)