What law governs all matters subject to arbitration in the Goldfish Swim School agreement?

ows from Investing Activities | | | | | | | | Purchase of property and equipment | | | - | (11,018) | (8,398) | | | Collections from (advances to) related parties | | 39,982 | (517,954) | (938,352) | | | | | activities | 39,982 | (528,972) | (946,750) | | | | Cash Flows from Financing Activities | | | | | | | | Payments on debt | | | - | | - | (150,000) | | Distributions paid | | (9,575,180) | (9,268,393) | (9,663,888) | | | | | cash used in financing activities | (9,575,180) | (9,268,393) | (9,813,888) | | | | Net Increase (Decrease) in Cash, Cash Equivalents, and | | | | | | | | Restricted Cash | | 2,530,585 | 723,199 | (3,420,067) | | | | Cash, Cash Equivalents, and Restricted Cash - | | | | | | | | Beginning of year | | 4,055,108 | 3,331,909 | 6,751,976 | | | | Cash, Cash Equivalents, and Restricted Cash - End of | | | | | | | | year | | $6,585,693 | $ 4,055,108 | $3,331,909 | | | Date: Date:

FOR THE STATE OF ILLINOIS

This Addendum to the Franchise Agreement is agreed to this day of , 20, is by and between Goldfish Swim School Franchising LLC and 1. The Franchise Agreement for Goldfish Swim School Franchising LLC is amended as follows:  Sections 16, 17 and 23 are amended to add: The conditions under which the Franchise Agreement can be terminated and which Franchisee must bring any claims, are Franchisee's rights upon termination or non-renewal, as well as the application by Disclosure Act, 815 ILCS 705/19 and 705/20. governed by the Illinois Franchise  Illinois. Sections 23.1 and 23.2 are amended to add: The Franchise Agreement will be governed by Illinois law. Jurisdiction and venue for court litigations shall be in Illinois. Any provision in the Franchise Agreement that designates jurisdiction or venue in a forum outside the State is void, provided that a Franchise Agreement may provide for arbitration in a forum outside of  Section 23.6 is deleted in its entirety. 2. void. the United States Code. Any condition, stipulation, or provision purporting to bind any person acquiring any Franchise to waive compliance with any provision of this Act or any other law of this State is This Section shall not prevent any person from entering into a settlement agreement or executing a general release regarding a potential or actual lawsuit filed under any of the provisions of this Act, nor shall it prevent the arbitration of any claim pursuant to the provisions of Title 9 of 3. any document executed in connection with the franchise. No statement, questionnaire or acknowledgement signed or agreed to by a franchisee is connection with the commencement of the franchise relationship shall have the effect of: (i) waiving any claims under applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on behalf of the Franchisor. This provision supersedes any other term of Addendum and IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this understands and consents to be bound by all of its terms. Goldfish Swim School Franchising LLC:

FOR THE STATE OF INDIANA

• 1. In recognition of the requirements of the Indiana Deceptive Franchise Practices Law, IC 23-2.2.7 and the Indiana Franchise Disclosure Law, IC 23-2-2-2.5, the Franchise Agreement for Goldfish Swim School Franchising LLC is amended as follows:
  • Sections 4.2.9, 5.2, 5.5, 8.3, 18.2.3 and 18.2.6 do not provide for a prospective general release of claims against Franchisor that are be subject to the Indiana Deceptive Franchise Practices Law or the Indiana Franchise Disclosure Law.
  • Section 16 is amended to prohibit unlawful unilateral termination of a Franchise unless there is a material violation of the Franchise Agreement and termination is not in bad faith.
  • Section 17.2 is amended subject to Indiana Code 23-2-2.7-1(9) to provide that post-term non-competitor covenants shall have a geographical limitation of the territory granted to Franchisee.
  • Section 21.3 is amended to provide that Franchisee will 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 which were required by Franchisor, if such procedures or products were utilized by Franchisee in the manner required by Franchisor.
  • Section 23.1is amended to provide that, in the event of a conflict of law, the Indiana Franchise Disclosure Law, IC 23-2-2.5, and the Indiana Deceptive Franchise Practices Law will prevail.
  • Section 23.2 is amended to provide that Franchisee may commence litigation in Indiana for any cause of action under Indiana law.
  • Section 23.7 is amended to provide that arbitration between Franchisor and Franchisee, shall be conducted at a mutually agreed upon location.
• 1. Each provision of this Addendum shall be effective only to the extent that the jurisdictional requirements of the Indiana Law applicable to the provisions are met independently of this Addendum. 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.

Goldfish Swim School Franchising LLC: IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this

Addendum and understands and consents to be bound by all of its terms.

FOR THE STATE OF MINNESOTA

• 1. In recognition of the Minnesota Franchise Law, Minn. Stat., Chapter 80C, Sections 80C.01 through 80C.22, and the Rules and Regulations promulgated pursuant thereto by the Minnesota Commission of Securities, Minnesota Rule 2860.4400, et. seq., the parties to the attached Franchise Agreement agree as follows:
  • Sections 4 and 16 are amended to add that with respect to Franchises governed by Minnesota Law, Franchisor will comply with the Minnesota Franchise Law that requires, except in certain specified cases, that Franchisee be given 90 days notice of termination (with 60 days to cure) and 180 days notice of non-renewal of the Agreement.
  • Sections 4.2.9, 5.2, 5.5, 8.3, 18.2.3 and 18.2.6 do not provide for a prospective general release of any claims against Franchisor that may be subject to the Minnesota Franchise Law. Minn. Rule 2860.4400D prohibits a franchisor from requiring a franchisee to assent to a general release.
  • Section 6 is amended to add that as required by Minnesota Franchise Act, Goldfish Swim School Franchising LLC will reimburse you for any costs incurred by you in the defense of your right to use the Marks, so long as you were using the Marks in the manner authorized by Goldfish Swim School Franchising LLC, and so long as Goldfish Swim School Franchising LLC is timely notified of the claim and is given the right to manage the defense of the claim including the right to compromise, settle or otherwise resolve the claim, and to determine whether to appeal a final determination of the claim.

Source: Item 23 — RECEIPTS (FDD pages 77–389)