What is the relationship between the Maryland Franchise Registration and Disclosure Law and the City Publications Franchise Agreement?

FOR THE STATE OF MARYLAND

This Amendment to the Franchise Agreement is agreed to this day of, 20, between CITY PUBLICATIONS FRANCHISE GROUP, INC. and as follows: to amend and revise said Franchise Agreement 1. In recognition of the requirements of the Maryland Franchise Registration and Disclosure Law, Md. Code be amended as follows: Ann., Bus. Reg. §§14-201-14-233, the Franchise Agreement for CITY PUBLICATIONS FRANCHISE GROUP, INC. shall ◼ Sections 5B.10 and 20B.2 of the Franchise Agreement require Franchisee to sign a general release as a condition of renewal and transfer of the franchise; such release shall exclude claims arising under the Maryland Franchise Registration and Disclosure Law. ◼ Section 18B1.h of the Franchise Agreement which terminates the Franchise Agreement upon the bankruptcy of the Franchisee may not be enforceable under federal bankruptcy law (11 U.S.C. Section 101, et seq.). ◼ Section 24A of the Franchise Agreement requires that the franchise be governed by Georgia Law; however, in the event of a conflict of lawsto the extent required by the Maryland Franchise Registration and Disclosure Law, Maryland law shall prevail. ◼ Sections 24B and 24G of the Franchise Agreement require litigation or arbitration to be conducted in the State of Georgia; the requirement shall not limit any rights Franchisee may have under the Maryland Franchise Registration and Disclosure Law to bring suit in the State of Maryland. ◼ Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within three (3) years after the grant of the franchise. 2. 3. Each provision of this Amendment shall be effective only to the extent that the jurisdictional requirements of the Maryland Franchise Registration and Disclosure Law applicable to the provisions are met independent of this Amendment. To the extent this addendum shall be deemed to be inconsistent with any terms or conditions of said Franchise Agreement or exhibits or attachments thereto, the terms of this addendum shall govern. Based on our financial condition, the Maryland Securities Commissioner has required a financial assurance. Therefore, all initial fees and payments owed by franchisees shall be deferred until we complete our pre-opening obligations under the franchise agreement. IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Amendment, and understands and consents to be bound by all of its terms. CITY PUBLICATIONS FRANCHISE GROUP, INC.:

Source: Item 23 — RECEIPT (FDD pages 39–129)