Under what conditions is it unlawful for Eos Worldwide to repurchase a franchisee's business?

ACKNOWLEDGED AND AGREED:

FOR THE STATE OF WISCONSIN

The Wisconsin Fair Dealership Law Title XIV-A Ch. 135, Sec. 135.01-135.07 shall supersede any conflicting terms of the Franchise Agreement for EOS Worldwide Franchising, LLC.

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

FOR THE TERRITORY OF PUERTO RICO

In recognition of the requirements of the Puerto Rico Dealers Act known as Law 75, the Franchise Agreement for EOS Worldwide Franchising, LLC is amended as follows:

• 1. Termination and Non-Renewal. Law 75 makes it unlawful for a franchisor to cancel or not renew a franchise without just cause. If any grounds for default, termination or non- renewal stated in the Franchise Agreement does not constitute "just cause," as that term may be defined by Law 75 or the laws of Puerto Rico, that provision may not be enforceable.
• 1. Jurisdiction and Venue. The Franchise Agreement is amended to state that restricting jurisdiction or venue to a forum outside the territory of Puerto Rico or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under Law 75. In the event of a conflict of laws, the provisions of Law 75 shall prevail.
• 1. Limitations of Claims. Provisions such as those that unreasonably restrict or limit the statute of limitations period for claims under Law 75, or which unreasonably restrict other rights or remedies available to a franchisee under Law 75, such as a waiver of the right to a jury trial may not be enforceable.

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

Exhibit C

Form of Joinder to Franchise Agreement

Form of Joinder to Franchise Agreement

THIS JOINDER TO FRANCHISE AGREEMENT (this "Joinder") is delivered in connection with that certain EOS Worldwide Franchise Agreement (the "Agreement"), by and between EOS Worldwide Franchising, LLC, a Delaware limited liability company ("Franchisor") and the undersigned Franchisee. Capitalized terms not defined in this Joinder shall have the meaning given to those terms in the Franchise Agreement.

Pursuant to Section 19 of the Franchise Agreement, Franchisee may, with Franchisor's prior written consent, form a business organization (i.e., corporation, limited liability company or partnership) (a "Business Entity") to operate the Franchised Business in whole or in part, subject to the terms and conditions of the Franchise Agreement.

By executing and delivering this Joinder to Franchisor, the undersigned Business Entity, as provided in Section 19(b) of the Franchise Agreement, hereby agrees to become a party to, to be bound by, and to comply in full with the provisions of, the Franchise Agreement, jointly and severally with Franchisee, as if the undersigned were an original franchisee signatory to the Franchise Agreement.

In addition, each of undersigned further certifies to Franchisor that:

Source: Item 22 — CONTRACTS (FDD page 74)