Can an Eos Worldwide franchisee terminate the Franchise Agreement under state law?

ty and replaced with "[Intentionally omitted.]"

In all other respects, the Franchise Agreement will be construed and enforced with its terms.

FOR MINNESOTA FRANCHISEES ONLY (PLEASE SEE SECTION 21.6 OF THE FRANCHISE AGREEMENT):

ACKNOWLEDGED AND AGREED:

FOR THE STATE OF NEW YORK

In recognition of the requirements of the General Business Laws of the State of New York, Article 33, §§ 680 through 695, the Franchise Agreement for EOS Worldwide Franchising, LLC is amended as follows:

• 1. General Release. Sections 2.3 and 15.5(f) require Franchisee to sign a general release as a condition of renewal or transfer of the franchise and Section 17.1 requires Franchisee to sign a general release as a condition to exercising its right to terminate the Franchise Agreement; such release shall exclude claims arising under the New York State General Business Law and the regulations issued thereunder.
• 1. Franchisor Assignment. Franchisor shall not transfer and assign its rights and obligations under the Franchise Agreement unless the transferee is able to perform the Franchisor's obligations under the Franchise Agreement, in Franchisor's good faith judgment, so long as it remains subject to the New York State General Business Law and the regulations issued thereunder.
• 1. Franchisee Indemnification. Franchisee shall not be required to indemnify Franchisor for any liability imposed upon Franchisor as a result of Franchisee's reliance upon or use of procedures or products that were required by Franchisor, if such procedures or products were utilized by Franchisee in the manner required by Franchisor.
• 1. Franchisee Termination. Franchisee may terminate the Franchise Agreement upon any grounds available at law.
• 1. Governing Law. Section 20.1 of the Franchise Agreement requires that the franchise be governed by the laws of the State of Delaware, such a requirement will not be considered a waiver of any right conferred upon the Franchisee by Article 33 of the New York State General Business Law and the regulations issued thereunder.

In all other respects, the Franchise Agreement will be construed and enforced with its terms.

FOR THE STATE OF NORTH DAKOTA

The North Dakota Securities Commission requires that certain provisions contained in the Franchise Agreement for EOS Worldwide Franchising, LLC be amended to be consistent with North Dakota Law, including the North Dakota Franchise Investment Law, North Dakota Century Code Addendum, Chapter 51-19, Sections 51-19-01 et seq. Such provisions in the Agreement are hereby amended as follows:

• 1. General Release. Sections 2.3 and 15.5(f) require Franchisee to sign a general release as a condition of renewal or transfer of the franchise and Section 17.1 requires Franchisee to sign a general release as a condition to exercising its right to terminate the Franchise Agreement; such release shall exclude claims arising under the North Dakota Franchise Investment Law.
• 1. Covenant Not to Compete. Covenants not to compete upon termination or expiration of the Franchise Agreement are generally unenforceable in the State of North Dakota except in limited instances as provided by law.
• 1. General Release. Any provision in the Franchise Agreement which requires the Franchisee to sign a general release upon renewal of the Franchise Agreement is hereby deleted from any Franchise Agreement issued in the State of North Dakota.
• 1. Waiver of Damages. Any provision in the Franchise Agreement which requires the Franchisee to consent to a waiver of exemplary and punitive damages is hereby deleted from any Franchise Agreement issued in the State of North Dakota.
• 1. Limitations of Claims. Any provision in the Franchise Agreement which requires the Franchisee to consent to a limitation of claims within one year is hereby amended to read the statute of limitations under North Dakota Law will apply in any Franchise Agreement issued in the State of North Dakota.
• 1. Dispute Resolution. Sections 20.4 and 20.5 of the Franchise Agreement are amended to provide that the site of arbitration or mediation is to be agreeable to all parties and may not be remote from the Franchisee's place of business.
• 1. Governing Law; Jurisdiction and Venue. The laws of the State of North Dakota supersede any provisions of the Franchise Agreement, the other agreements or Delaware law if such provisions are in conflict with North Dakota law. Any provision in the Franchise Agreement which designates jurisdiction or venue, or requires the Franchisee to agree to jurisdiction or venue, in a forum outside of North Dakota, is deleted from any Franchise Agreement issued in the State of North Dakota.
• 1. Waiver of Jury Trial. Section 20.12 of the Franchise Agreement is hereby deleted in its entirety and replaced with "[Intentionally omitted.]"

In all other respects, the Franchise Agreement will be construed and enforced with its terms.

FOR THE STATE OF OHIO

The Ohio Business Opportunity Plan Law requires that certain provisions contained in the Franchise Agreement for EOS Worldwide Franchising, LLC be amended to be consistent with Ohio Law. Such provisions in the Agreement are hereby amended as follows:

• 1. Governing Law. In the event of a conflict of laws, Ohio law shall prevail.
• 1. Jurisdiction and Venue. Any action may be brought in the appropriate state or federal court in Ohio.
• 1. Limitations of Claims. The statute of limitations under Ohio Law shall apply.
• 1. Revocation Period.

Ohio Notice of Cancellation (FOR OHIO FRANCHISEES ONLY)

(Enter date of transaction)

You may cancel this transaction, without penalty or obligation, within five business days from the above date. If you cancel, any payments made by you under the agreement, and any negotiable instrument executed by you will be returned within ten business days following the seller's receipt of your cancellation notice, and any security interest arising out of the transaction will be cancelled. If you cancel, you must make available to the seller at your business address all goods delivered to you under this agreement; or you may if you wish, comply with the instructions of the seller regarding the return shipment of the goods at the seller's expense and risk. If you do make the goods available to the seller and the seller does not pick them up within twenty days of the date of your notice of cancellation, you may retain or dispose of them without further obligation. If you fail to make the goods available to the seller, or if you agree to return them to the seller and fail to do so, then you remain liable for the performance of all obligations under this

agreement. To cancel this transaction, mail or deliver a signed and dated copy of this cancellation notice or any other written notice, or send a telegram, to EOS Worldwide Franchising, LLC, at 2254 Cole Street, Suite 130, Birmingham, MI 48009, not later than midnight of (enter date).

In all other respects, the Franchise Agreement will be construed and enforced with its terms.

FOR THE STATE OF RHODE ISLAND

In recognition of the requirements of The Rhode Island Franchise Investment Act §19-28.1-14, the Franchise Agreement for EOS Worldwide Franchising, LLC is amended as follows:

• 1. General Release. Sections 2.3 and 15.5(f) require Franchisee to sign a general release as a condition of renewal or transfer of the franchise and Section 17.1 requires Franchisee to sign a general release as a condition to exercising its right to terminate the Franchise Agreement; such release shall exclude claims arising under The Rhode Island Franchise Investment Act.
• 1. Governing Law. The laws of the State of Rhode Island supersede any provisions of the Franchise Agreement with respect to a claim otherwise enforceable under The Rhode Island Franchise Investment Act.
• 1. Jurisdiction and Venue. With respect to a claim otherwise enforceable under The Rhode Island Franchise Investment Act, any provision in the Franchise Agreement which designates jurisdiction or venue, or requires the Franchisee to agree to jurisdiction or venue, in a forum outside of Rhode Island, is deleted.
• 1. In all other respects, the Franchise Agreement will be construed and enforced with its terms.

Source: Item 22 — CONTRACTS (FDD page 74)