Brightway FDD 2022-2023

FRANCHISE DISCLOSURE DOCUMENT
BRIGHTWAY INSURANCE, LLC

a Florida limited liability company
3733 University Boulevard West, Suite 100
Jacksonville, Florida 32217
Telephone: 904-764-9554
Facsimile: 904-764-9517
franchise@brightway.com; www.brightway.com
The franchisee (which we refer to as an “Associate Agency Owner” or “AAO”) will operate a Brightway Location
that will primarily engage in the business of selling, servicing and delivering property and casualty insurance
policies, but that may also offer certain other insurance services to its clients. As an AAO, you will enter into a
Franchise Agreement with us.
The total investment necessary to begin operation of a single Brightway retail franchise (a “Retail Agency”) is
$52,900 to $173,500. This includes a $50,000 to $60,000 initial fee that must be paid to the franchisor or its
affiliate(s), which may be paid in lump sum or financed with a down payment of $20,000 to $30,000.
Additionally, we offer franchisees the right to operate a Brightway franchise from a professional office space.
The total investment necessary to begin operation of a single Brightway franchise from a professional office
space (an “Office Agency”) is $23,100 to $85,500. This includes $10,000 to $30,000 that must be paid to the
franchisor or its affiliate(s).
By purchasing a Retail Agency or Office Agency and meeting certain qualifications, you automatically have the
right to open one (1) additional Brightway Location of the same type without payment of any initial fee
associated with the additional Franchise Agreement.
Additionally, we have implemented a Multi-Unit Program for existing, qualified AAOs to enter into an
additional Franchise Agreement for up to two additional Brightway Locations and finance the initial fee for
such Brightway Locations under our prescribed form of promissory note, with the first payment under the note
deferred for a period of five years. If the AAO keeps all of its Brightway Locations open and operating for this
five-year period and does not receive a notice of default from us during this timeframe, we will forgive the
amounts otherwise due under the initial fee note.
This Disclosure Document summarizes certain provisions of your Franchise Agreement and other information in
plain English. Read this Disclosure Document and all accompanying agreements carefully. You must receive this
Disclosure Document at least 14 calendar days before you sign a binding agreement with, or make any
payment to, us or our affiliates in connection with the proposed franchise sale. Note that no governmental
agency has verified the information contained in this document.
You may wish to receive your Disclosure Document in another format that is more convenient for you. To
discuss the availability of disclosures in different formats, contact our Compliance department at
compliance@brightway.com or 904-483-3584.
The terms of your Franchise Agreement will govern your franchise relationship. Don’t rely on the Disclosure
Document alone to understand your Franchise Agreement. Read the entire Franchise Agreement carefully.
Show your Franchise Agreement and this Disclosure Document to an advisor, like a lawyer or an accountant.
© 2022-2023 Brightway Insurance, LLC
Franchise Disclosure Document
Buying a franchise is a complex investment. The information in this Disclosure Document can help you make up
your mind. More information on franchising, such as “A Consumer’s Guide to Buying a Franchise,” which can
help you understand how to use this Disclosure Document, is available from the Federal Trade Commission. You
can contact the FTC at 1-877-FTC-HELP or by writing to the FTC at 600 Pennsylvania Avenue, NW, Washington,
D.C. 20580. You can also visit the FTC’s home page at www.ftc.gov for additional information. Call your state
agency or visit your public library for other sources of information on franchising.
There may also be laws on franchising in your state. Ask your state agencies about them. Issuance Date: April
26, 2022

How to Use This Franchise Disclosure Document
Here are some questions you may be asking about buying a franchise and tips on how to find
more information:
QUESTION WHERE TO FIND INFORMATION

How much can I earn? Item 19 may give you information about
outlet sales, costs, profits or losses. You
should also try to obtain this information
from others, like current and former
franchisees. You can find their names and
contact information in Item 20 or Exhibit E.
How much will I need to invest? Items 5 and 6 list fees you will be paying to
the franchisor or at the franchisor’s
direction. Item 7 lists the initial investment
to open. Item 8 describes the suppliers you
must use.
Does the franchisor have the financial Item 21 or Exhibit A includes financial
ability to provide support to my statements. Review these statements
business? carefully.
Is the franchise system stable, growing, Item 20 summarizes the recent history of
or shrinking? the number of company-owned and
franchised outlets.
Will my business be the only Brightway Item 12 and the “territory” provisions in
Insurance business in my area? the franchise agreement describe whether
the franchisor and other franchisees can
compete with you.
Does the franchise have a troubled legal Items 3 and 4 tell you whether the
history? franchisor or its management have been
involved in material litigation or
bankruptcy proceedings.
What’s it like to be a Brightway Item 20 or Exhibit E lists current and
franchisee? former franchisees. You can contact them
to ask about their experiences.
What else should I know? These questions are only a few things you
should look for. Review all 23 Items and all
Exhibits in this disclosure document to
better understand this franchise
opportunity. See the Table of Contents.

What You Need to Know About Franchising Generally
Continuing responsibility to pay fees. You may have to pay royalties and other fees even if
you are losing money.
Business model can change. The franchise agreement may allow the franchisor to change its
manuals and business model without your consent. These changes may require you to make
additional investments in your franchise business or may harm your franchise business.
Supplier restrictions. You may have to buy or lease items from the franchisor or a limited
group of suppliers the franchisor designates. These items may be more expensive than similar
items you could buy on your own.
Operating restrictions. The franchise agreement may prohibit you from operating a similar
business during the term of the franchise. There are usually other restrictions. Some
examples may include controlling your location, your access to customers, what you sell, how
you market, and your hours of operation.
Competition from franchisor. Even if the franchise agreement grants you a territory, the
franchisor may have the right to compete with you in your territory.
Renewal. Your franchise agreement may not permit you to renew. Even if it does, you may
have to sign a new agreement with different terms and conditions in order to continue to
operate your franchise business.
When your franchise ends. The franchise agreement may prohibit you from operating a
similar business after your franchise ends even if you still have obligations to your landlord or
other creditors.
Some States Require Registration
Your state may have a franchise law, or other law, that requires franchisors to register before
offering or selling franchises in the state. Registration does not mean that the state
recommends that franchise or has verified the information in this document. To find out if
your state has a registration requirement, or to contact your state, use the agency
information in Exhibit H.
Your state also may have laws that require special disclosures or amendments be made to
your franchise agreement. If so, you should check the State Specific Addenda. See Exhibit G
for the State Specific Addenda.

Special Risks to Consider About This Franchise
Certain states require that the following risk(s) be highlighted:
1. Out-of-State Dispute Resolution. The Franchise Agreement requires you to

resolve all disputes with the franchisor by mediation and/or litigation only in
Florida. Out-of-state mediation or litigation may force you to accept a less
favorable settlement for disputes. It may also cost you more to mediate or
litigate in Florida than in your own state.
Certain states may require other risks to be highlighted. Check the “State Specific Addenda”
to see whether your state requires other risks to be highlighted.

Table of Contents
ITEM 1: THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES .................................................. 1
ITEM 2: BUSINESS EXPERIENCE ............................................................................................................................... 5
ITEM 3: LITIGATION ................................................................................................................................................. 6
ITEM 4: BANKRUPTCY.............................................................................................................................................. 7
ITEM 5: INITIAL FEES ............................................................................................................................................... 7
ITEM 6: OTHER FEES ................................................................................................................................................ 9
ITEM 7: ESTIMATED INITIAL INVESTMENT ............................................................................................................ 16
ITEM 8: RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES .................................................................... 22
ITEM 9: FRANCHISEE’S OBLIGATIONS .................................................................................................................. 27
ITEM 10: FINANCING ............................................................................................................................................. 29
ITEM 11: FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS & TRAINING .................................. 32
ITEM 12: TERRITORY.............................................................................................................................................. 41
ITEM 13: TRADEMARKS ......................................................................................................................................... 42
ITEM 14: PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION .................................................................. 44
ITEM 15: OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS ................. 45
ITEM 16: RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL .......................................................................... 46
ITEM 17: RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION ...................................................... 47
ITEM 18: PUBLIC FIGURES ..................................................................................................................................... 53
ITEM 19: FINANCIAL PERFORMANCE REPRESENTATIONS .................................................................................... 54
ITEM 20: OUTLETS AND FRANCHISEE INFORMATION .......................................................................................... 63
ITEM 21: FINANCIAL STATEMENTS ....................................................................................................................... 68
ITEM 22: CONTRACTS ............................................................................................................................................ 68
ITEM 23: RECEIPTS ................................................................................................................................................ 69
Exhibits
Exhibit A Financial Statements Exhibit H List of State Administrators and
Exhibit B Franchise Agreement Agents for Service of Process
Exhibit C Sample Termination and Release Exhibit I Multi-Unit Program Agreement
Agreement Exhibit J Franchisee Disclosure Questionnaire
Exhibit D Table of Contents of Confidential Exhibit K Affidavit Regarding Existing
Operating Manual Contractual Obligations
Exhibit E List of Current and Former Brightway Exhibit L Collateral Assignment of Lease
Locations Exhibit M Confidentiality and Non-Competition
Exhibit F-1 Retail Agency Conversion Addendum Agreement
Exhibit F-2 Financed Retail Agency Conversion Exhibit N Commission Enhancement Addendum
Addendum and Note Exhibit O State Effective Dates Page
Exhibit F-3 Retail Agency Initial Fee Note Exhibit P Receipts
Exhibit G State Specific Addenda
CERTAIN STATES REQUIRE FRANCHISORS TO MAKE ADDITIONAL DISCLOSURES RELATED TO THE

INFORMATION CONTAINED IN THIS DISCLOSURE DOCUMENT. THESE DISCLOSURES, IF ANY, ARE CONTAINED
IN EXHIBIT G TO THIS DISCLOSURE DOCUMENT.

ITEM 1:
THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES
To simplify the language in this Disclosure Document, “we,” “us” or “Brightway” means Brightway Insurance,
LLC, a Florida limited liability company, the franchisor. “You” or “AAO” means the person or legal entity that
buys the franchise, and we generally require that our AAOs be legal entities instead of individuals. If you are a
corporation, partnership or limited liability company, certain provisions of this Disclosure Document also apply
to your owners. To fully understand all of your rights, our rights, and our obligations to each other, you must
still carefully review the actual agreements you will execute. These will control if there is any dispute between
us.
Brightway and Predecessors
Brightway is a Florida limited liability company formed on August 1, 2003. Originally, we were incorporated as
“Miller Insurance Group, Inc.,” and only began doing business under the name “Brightway Insurance” in May
2007. From that date until December 8, 2021, when we converted to a limited liability company, we were
organized as a Florida corporation under the name Brightway Insurance, Inc. In certain states, we may also do
business as “Brightway Insurance Agency.” We do not do business under any name other than our limited
liability company name and the names “Brightway Insurance” and “Brightway Insurance Agency.” We began
selling franchises in 2008. We officially changed our entity name to “Brightway Insurance, Inc.” in August 2010,
and converted the corporation to Brightway Insurance, LLC in December 2021.
We have operated a business similar to those being franchised under this Disclosure Document since 2003. In
September 2003, we acquired the assets of an insurance agency known as Jennings Insurance Agency, Inc.,
which was at the time one of the oldest Nationwide Insurance Agencies operating within the State of Florida
(in operation since 1961). The office of this agency was located at 9263 Lem Turner Road, Jacksonville, Florida
32208, and this office was closed in September 2013. Our principal place of business and corporate office is
now located at 3733 University Boulevard West, Suite 100, Jacksonville, Florida 32217. Our corporate office is
located in an 86,000 square foot office building in the heart of Jacksonville, Florida, and also houses our
centralized Service Center.
Our registered agent for service of process is listed in Exhibit H. We have offered franchises for businesses
similar to the type offered in this Disclosure Document since February 2008. We do not have any predecessors
that offered franchises. We have not offered franchises in any other line of business. Our affiliates First City
Insurers, LLC (“FCI”), a Florida limited liability company with an address of 3733 University Boulevard West,
Suite 300, Jacksonville, Florida 32217, and FCI GA, LLC (“FCI GA”), a Georgia limited liability company with an
address of 3733 University Boulevard West, Suite 300, Jacksonville, Florida 32217, are managing general
agents that may offer certain brokerage services to our franchisees as well as other third parties. FCI was
formed in November 2017 and first began offering services to our franchisees in September 2018. FCI GA was
formed in February 2019 and first began offering services to our franchisees in March 2019. In addition,
GrowthCurve Capital (a private equity firm) holds membership interests in a parent of Brightway. GrowthCurve
Capital, FCI and FCI GA have not offered franchises in any line of business.
We have five parent companies, including (i) Brightway Holdings, LLC, a Delaware limited liability company, (ii)
BWI Intermediate Holdings, LLC, a Delaware limited liability company, and (iii) BWI TopCo, LLC, a Delaware
limited liability company. These three parent companies share a principal business address at 3733 University
Boulevard West, Suite 100, Jacksonville, Florida 32217. The remaining two parent companies are BWI Parent,
LLC, a Delaware limited liability company, and Brightway GCC Member LP, a Delaware limited partnership,

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which share a principal business address at 1301 Avenue of the Americas, 38th Floor, New York, NY 10019.
Except as described above, we have no parents, predecessors or affiliates that are required to be disclosed in
this Item.
Business - Overview
We have established and have licensed others the right to develop and operate an insurance business that is
primarily engaged in the business of offering, selling and servicing property and casualty insurance policies but
which also offers other insurance, such as life insurance. In addition to our two company-owned locations, as
of December 31, 2021, we had 287 operating franchised Brightway Locations owned by Associate Agency
Owners, or “AAOs”.
As described in more detail below, we have created several programs and opportunities for individuals to
enter the Brightway System at the appropriate level and progress at the time that is best for them. These
options include: (a) the lower-cost Office Agency franchise model, where one or more individuals operate from
a professional office space; (b) our Retail Agency franchise model, where three or more individuals operate
from retail office space; and (c) our enterprise franchise models, where existing AAOs participate in our option
program and/or Multi-Unit Program and operate multiple Brightway Locations. Our goal is to create an
ecosystem that allows individuals to start in the right place with the possibility of building an enterprise any
size they wish in the future.
Additionally, we may pursue relationships with affinity partners to secure additional channels to sell insurance,
which will directly benefit our customers as well as our franchisees by providing them with leads or passive
income. We may enter into certain national account agreements with affinity partners or others, pursuant to
which we will receive insurance sales leads and potential customer information which we may distribute to
qualified AAOs. You may be required to participate in marketing campaigns with any affinity partners we
designate. As an insurance distribution company with a dedicated Service Center providing support to our
customers, we may also pursue other channels of distribution, both branded and unbranded. Other than the
franchise and insurance distribution activities described in this Item 1, we currently do not engage in any other
lines of business.
The Franchise Offered
Pursuant to this Disclosure Document, we offer you the opportunity to execute a Franchise Agreement, in the
form attached as Exhibit B, which allows you to develop and operate a single Brightway Location under certain
trade names, trademarks, service marks and/or indicia of origin that we license you the right to use (“Licensed
Marks”). Brightway Locations operate according to a distinctive format, appearance and operating procedures.
We have described our mandatory and recommended standards and procedures in our Confidential Operating
Manual.
We offer franchises for two distinct models – a Brightway Location operated from a retail space (a “Retail
Agency”) and a Brightway Location operated from a professional office space (an “Office Agency”). We offer
two different commission and fee structures for Office Agencies, and you may convert from the lower
commission model Office Agency to the higher commission model Office Agency after opening by paying our
“Commission Enhancement Fee” and meeting certain quality and performance criteria. For the purposes of this
Disclosure Document, Retail Agencies and Office Agencies are collectively referred to as “Brightway Locations.”

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Your business will be located at a site approved by us. You may not relocate your business location without our
consent, and you may only relocate to a new location approved by us. Most frequently, our Retail Agencies are
located in retail areas such as strip malls or similar buildings, but may be located in a free-standing building or
any other space we determine in our sole discretion constitutes a retail office space. Office Agencies are
typically located in office parks or similar buildings, but may be located in any approved professional office
space.
You are not required to be a licensed insurance agent to acquire a franchise. However, your Brightway
Location must at all times be operated under the direct supervision of a licensed insurance agent who you
designate as your “Principal.” Your Principal must be licensed by all applicable governmental and other
regulatory authorities, successfully complete our required training and be approved in writing by us. Our grant
of a franchise to you authorizes you to access the services provided by us, including access to the insurance
carriers and other companies with which we have active contracts (“Contracted Companies”). We will, at our
sole discretion and with our Contracted Companies’ approval, determine which Contracted Companies you
may use, as well as which lines of insurance business and specific policy types you may sell with such
Contracted Companies. The primary service which will be offered by you will be property and casualty
insurance. However, we may authorize you to offer other products or services, including other types of
insurance and other products and services geared around protecting families.
You are required to process all applications for insurance policies and other products exclusively through the
facilities and systems of Brightway. Brightway, and not you, will be the “agent of record” for all policies sold,
renewed, serviced or delivered through your Brightway Location. As compensation for your efforts, we will pay
you a percentage of the sales commissions we receive from the Contracted Companies on client accounts you
generate. Unlike a traditional franchise in which the franchisee generally pays the franchisor a monthly royalty
fee based upon the franchisee’s gross sales, all “Brightway Sales Commissions” are paid directly to us by the
Contracted Companies and we, in turn, forward you a certain percentage of these commissions on a semi-
monthly basis, as described in more detail in Item 6.
Our primary goal is to provide our AAOs with a “turn-key” solution for marketing primarily property and
casualty insurance. Our built-in efficiencies allow our AAOs to produce greater sales with less staff than a
traditional insurance agency. We accomplish this by linking our AAOs’ offices to our Service Center for
comprehensive after-the-sale customer support. In addition, our AAOs are required to follow “Brightway
Technology Specifications,” which incorporate technology solutions that enable seamless interface, along with
agency coaching systems that provide improved work-flows and efficiencies. Perhaps the greatest help in
lowering the threshold for entry into the insurance business is the unique way we simplify the operation and
daily management of a Brightway Location. To increase productivity in the Brightway Location, we perform
essentially all of the after-the-sale service the AAOs’ client accounts require at our centralized customer
Service Center. Taking this ongoing service burden away from the Brightway Location makes opening and
managing a successful insurance agency easier. Further, we provide certain other “back-office” support to the
Brightway Location, including but not limited to accounting, data analytics, marketing, communications,
website and social media, sales expertise, training, telephony and IT infrastructure, and systems. This
comprehensive system of business support is what separates us from the rest and what defines the “Brightway
System” (also referred to as the “System” in this Disclosure Document).
We also provide AAOs with the ability to build a true enterprise and operate multiple Brightway Locations,
leveraging individual economies of scale, expanding geographically into different states and sharing work
across Brightway Locations.

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Multi-Unit Program
By purchasing a Retail Agency or Office Agency and meeting certain qualifications, you automatically have the
right to open one (1) additional Brightway Location of the same type without payment of any initial fee
associated with the additional Franchise Agreement. In order to exercise this option, you must meet any
performance benchmarks defined by us, not have received a default notice from us with respect to your initial
Brightway Location, and you must execute our then-current form of Franchise Agreement for both your initial
Brightway Location and the additional location. If you operate an Office Agency, any additional location you
open in connection therewith with have the same commission structure as the existing Brightway Location at
the time you exercise this option. The operation of the additional location shall be governed by our then-
current form of Franchise Agreement (the “Additional Franchise Agreement”), the terms of which may
materially differ from the terms of your first Franchise Agreement. No initial franchise fee shall be due and
payable under the Additional Franchise Agreement.
Additionally, we have implemented a Multi-Unit Program for existing Brightway Locations. The option
described above can only be exercised once, prior to opening a second Brightway Location. AAOs who wish to
open a third or any additional Brightway Locations may do so via our Multi-Unit Program. AAOs qualify by
reaching certain performance benchmarks to enter into an additional Franchise Agreement for up to two
Brightway Locations of the same type and finance the initial fee for such Brightway Locations under our
prescribed form of promissory note, with the first payment due under the note deferred for a period of five
years. If you keep all of your Brightway Locations open and operating for this five-year period and do not
receive a default notice from us during this timeframe, we will forgive the amounts otherwise due under the
initial fee note. You must execute the Multi-Unit Program Agreement attached as Exhibit I at the same time
you execute our then-current form of Franchise Agreement for the first additional Brightway Location. You
must also execute our then-current form of Franchise Agreement for your initial Brightway Location at the
same time you sign the Multi-Unit Program Agreement. The additional Franchise Agreements may be in a form
that is different to the form of Franchise Agreement attached to this Disclosure Document.
Market and Competition
The market for your services will be the general public. The market for insurance agencies is competitive and
developed. Agencies that are operated by Brightway and by other franchisees, including those developed in
the future, may have an effect on the sales of your Brightway Location. You will also be competing with other
independent and captive insurance agencies that offer the same types of products and services that you do.
These agencies may be associated with national or regional insurance companies (franchised or not) or they
may be local, single agency locations. You will also compete with other insurance agencies that offer products
different than those offered by Brightway.
Your competitive advantage in the marketplace will also be based on your adherence to our processes,
standards and guidelines, as well as your entrepreneurial and managerial abilities and focus on building
relationships with referral sources and others in your community, along with your ability to meet individual
customer’s needs for insurance protection. The ability of each Brightway Location to compete also depends on
its location, service, employee attitudes, overhead, changing local market and economic conditions, and many
other factors both within and outside your control. Local market conditions, regulatory restrictions, weather
events and other related factors will also have an impact on your ability to secure appointments and/or write
new business with Contracted Companies.

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Industry Specific Laws
The insurance industry is regulated at the state level, and you will be subject to all licensure and other laws
and regulations applicable to the operation of an insurance agency. You will also be subject to certain
minimum continuing education requirements specified by such laws and regulations. In addition, there are
other local, state and federal laws and regulations applicable to businesses generally with which you must
comply, including zoning laws, labor laws and the Fair Labor Standards Act, workers’ compensation laws,
business licensing laws, tax regulations, anti-terrorism laws, and the Americans with Disabilities Act. You must
also obtain all real estate permits and licenses and operational licenses necessary to operate the Brightway
Location.
We are not required to provide any guidance regarding compliance with these laws and regulations, and any
guidance that is provided is not guaranteed to be complete or accurate. You should consult with your attorney
concerning these and other laws, regulations and ordinances that may affect the operation of your business.
You are solely responsible for investigating and complying with all of these applicable laws, regulations, and
other requirements, despite any advice or information that we may give you. We have not researched any of
these laws to determine their applicability to your Brightway Location. You will also be required to comply
with all of our rules and procedures, as well as those of the Contracted Companies.
ITEM 2:
BUSINESS EXPERIENCE
President & Chief Executive Officer: Mark Cantin
Mr. Cantin joined Brightway in December 2021 as our President and Chief Executive Officer. Previously, Mr.
Cantin served as Lead Operating Executive for Insurance Distribution for GrowthCurve Capital from May 2021
until December 2021, and as President of Field Operations of QBE North America from March 2015 until May
2020. Mr. Cantin served in both prior capacities in New York, New York.
Chief Financial Officer: Robert Taylor
Mr. Taylor has served as our Chief Financial Officer since May 2013.
Chief Technology Officer: Bob Hitchcock
Mr. Hitchcock has served as our Chief Technology Officer since June 2019. Prior to this, Mr. Hitchcock was the
Chief Technology Officer for Fanatics.com in Jacksonville, Florida, from April 2012 to May 2019.
Vice President of Sales: Chip Hyers
Mr. Hyers has served as our Vice President of Sales since January 2020, and previously served as our Director
of Sales from November 2019 to January 2020. Mr. Hyers was the Senior Director of U.S. Sales and Operations
for Designs for Health in Palm Coast, Florida, from October 2018 to October 2019. Prior to that, Mr. Hyers held
various positions (primarily the Director of Sales and Operations) for Smart Pharmacy in Jacksonville, Florida,
from May 2012 to October 2018.

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Vice President of Accounting: Jessalyn Spendley
Ms. Spendley has served as our Vice President of Accounting since December 2019, and previously served as
our Director of Accounting from November 2010 to December 2019.
Director of Compliance: LeAnne M. Martinez
Ms. Martinez has served as our Director of Compliance since September 2014.
General Counsel: Max Staplin
Mr. Staplin has served as our General Counsel since January 2019. Previously, Mr. Staplin served as CFO and
In-house Counsel of DEWMRAX, Inc. in Philadelphia, Pennsylvania, from October 2017 to December 2018.
Prior to that, Mr. Staplin was an Associate at Fisher Zucker LLC in Philadelphia, Pennsylvania, from August 2011
to October 2017.
Head of Business Transformation: Irina Shevelenko
Ms. Shevelenko joined Brightway in December 2021 as our Head of Business Transformation. Previously, Ms.
Shevelenko served as Operating Executive for Insurance Distribution for GrowthCurve Capital from June 2021
until December 2021, and as Vice President for Strategic Initiatives at QBE North America from April 2015 until
July 2020. Ms. Shevelenko served in both prior capacities in New York, New York.
Head of Marketing Communications: David Mozdziak
Mr. Mozdziak joined Brightway in February 2022 as our Head of Marketing Communications. Previously, Mr.
Mozdziak served as Vice President, Marketing and Events at QBE Insurance Group, North America in
Middletown, Connecticut from April 2016 through July 2020, and as Head of Broker Marketing, North America
at American International Group in Middletown, Connecticut from November 2021 through February 2022.
Head of Customer Experience: Eliah Kahn
Mr. Kahn joined Brightway in May 2022 as our Head of Customer Experience. Previously, Mr. Kahn served as
Managing Director of Accenture LLP in Philadelphia, Pennsylvania, from January 2017 until April 2022.
Interim Chief Commercial Officer: Tom Rudder
Mr. Rudder joined Brightway in an interim capacity in January 2022 as our Chief Commercial Officer. Since
December 2018, Mr. Rudder has also been an owner of 2633 Hauser Partner LLC, located in Fullerton,
California. Previously, Mr. Rudder was an owner of TRR Consulting from April 2015 until August 2021, and of
Truckee River Crafting from March 2019 until August 2021, both of which are located in Long Beach, California.
ITEM 3:
LITIGATION
Concluded Litigation
Eurohold Investments, LLC, Peter Linke and Eva Linke v. Brightway Insurance, Inc. et al. (Case No. 3:19-cv-528-
J-34JBT, United States District Court for the Middle District of Florida). In May 2019, one of our franchisees
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filed a complaint against us, our affiliate, and two of our principals regarding an addendum permitting the
franchisee to offer additional types of insurance. The claims asserted include breach of contract, violation of
the Texas Deceptive Trade Practices Consumer Protection Act, violation of the Florida Deceptive and Unfair
Trade Practices Act, violation of the Texas Business Opportunity Act, fraudulent inducement and fraud, and
negligent misrepresentation. The parties amicably resolved this matter following mediation. Under the terms
of the settlement, we paid certain monetary consideration to the franchisee in exchange for dismissal of all
claims with prejudice and the franchisee’s execution of a new Franchise Agreement and addendum for a full
five-year term.
Other than this action, no litigation must be disclosed in this Item.
ITEM 4:
BANKRUPTCY
No bankruptcy information must be disclosed in this Item.
ITEM 5:
INITIAL FEES
Initial Fee
For a Retail Agency in the state of Florida, the initial fee is $60,000 if paid in lump sum, or $73,200 if a portion
is financed by us. If you elect to finance a portion of the initial fee for a Retail Agency in Florida, you will pay
$30,000 upon signing your Franchise Agreement, and the remaining $43,200 balance will be paid in monthly
installments of $900 beginning on the 21st day of the 19th month after opening your Brightway Location,
pursuant to the promissory note attached to this Disclosure Document as Exhibit F-3.
For a Retail Agency outside of the state of Florida, the initial fee is $50,000 if paid in lump sum, or $63,200 if a
portion is financed by us. If you elect to finance a portion of the initial fee for a Retail Agency outside of
Florida, you will pay $20,000 upon signing your Franchise Agreement, and the remaining $43,200 balance will
be paid in monthly installments of $900 beginning on the 21st day of the 19th month after opening your
Brightway Location, pursuant to the promissory note attached to this Disclosure Document as Exhibit F-3.
The initial franchise fee for an Office Agency is $10,000 (each of the foregoing, the “Initial Fee”). We do not
currently finance any portion of the Initial Fee for an Office Agency, however we offer financing for the
enhanced commission program for Office Agencies (see below). The lump sum portion of the Initial Fee is
payable to us in full on the date you sign the Franchise Agreement. If you are a veteran, any non-financed
portion of the Initial Fee will be discounted by 10%.
The Initial Fee will not be refundable under any circumstances and is deemed fully earned upon payment in
consideration of administrative costs and other expenses incurred by us in granting the franchise to you and
our lost opportunity to franchise others.
Commission Enhancement Fee
We offer qualified Office Agency AAOs the opportunity to opt into an alternative commission fee structure for
all revenue derived from the sale of New Business. If you choose to opt into this alternative fee structure, we
will pay you 80% to 95% of the sales commissions we receive in connection with your sale of New Business.
The exact percentage of Brightway Sales Commission you are entitled to receive on New Business will be
7
determined by your tenure and your eligibility for the “Sunrise” program. See Item 6 for more information.
After the second full year of operations, all commission-enhanced Office Agencies will retain 80% the sales
commissions we receive in connection with your sale of New Business.
Any AAO entering into a new Franchise Agreement may opt into this fee structure by paying, in lump sum, a
“Commission Enhancement Fee” of $20,000. If you choose to opt into this fee structure at any time after
opening your Brightway Location, you must satisfy our then-current minimum qualifications for eligibility and
pay the $20,000 Commission Enhancement Fee.
As an alternative to paying the lump sum Commission Enhancement Fee, we currently finance the Commission
Enhancement Fee for new or qualified AAOs. If you elect to finance the Commission Enhancement Fee, the
total cost to you will be $28,800, paid in monthly installments of $600 beginning on the 21st day of the 19th
month after opening your Brightway Location, pursuant to the promissory note attached to this Disclosure
Document as Exhibit N. Payments will begin on the 21st day of the 19th month after signing the promissory
note if you opt into the enhanced commission structure after opening your Office Agency. To opt into the
enhanced commission structure at any time after signing the Franchise Agreement or to receive financing from
us you may be required to enter into our then-current form of Commission Enhancement Addendum.
Retail Agency Conversion Fee
We offer qualified Office Agency AAOs the opportunity to convert their Office Agency to a Retail Agency. This
option is available to Office Agents who have paid the Commission Enhancement Fee in full and meet our
then-current minimum performance and operational criteria, which are subject to change and may include,
without limitation, having a sufficiently large book of business and operating in good standing for a certain
period of time. Qualified AAOs must pay a “Retail Agency Conversion Fee” which will vary depending on
whether it is paid in lump sum or financed by us. The Retail Agency Conversion Fee is equal to $30,000 if paid
in lump sum, or $43,200 if financed by us. The financed Retail Agency Conversion Fee is paid in monthly
installments of $900 beginning on the 21st day of the month after we approve your conversion, pursuant to
the promissory note attached to this Disclosure Document as Exhibit F-3. Qualified AAOs who want to finance
the Retail Agency Conversion Fee must pay in full any outstanding promissory note balance(s) with us before
we will grant additional financing. Converted Retail Agencies will be eligible to participate in the “Horizons”
incentive program on the same terms and conditions as other Retail Agencies. See Item 6. To convert an Office
Agency to a Retail Agency, you may be required to enter into our then-current form of Retail Agency
Conversion Addendum.
Multi-Unit Program
We offer existing, qualified AAOs an option to open one (1) additional Brightway Location of the same type
currently operated. No initial franchise fee shall be due and payable under the Additional Franchise
Agreement for the additional location. You must meet our then-current minimum performance and
operational standards to exercise this option.
Additionally, we have implemented a Multi-Unit Program. The option described in the preceding paragraph
can only be exercised once, prior to opening a second Brightway Location. AAOs who wish to open a third or
any additional Brightway Locations may do so via our Multi-Unit Program. Under the Multi-Unit Program, if
you are an existing, qualified AAO who meets certain performance benchmarks, you will have the option to
enter into a Franchise Agreement for up to two additional Brightway Locations. The initial franchise fee for
both locations will be a total of (i) $60,000 to open two additional Retail Agencies in Florida, (ii) $50,000 to
open two additional Retail Agencies outside of Florida, or (iii) $10,000 to $30,000 to open two additional Office
8
Agencies (“Multi-Unit Fee”). The Multi-Unit Fee for the option to open two additional Office Agencies will vary
based solely on your current commission fee structure. If you have paid the Commission Enhancement Fee at
any time before entering into a Multi-Unit Program Agreement, the Multi-Unit Fee will be $30,000 and your
two additional locations will be eligible for the more favorable retained commission split. Otherwise, the Multi-
Unit Fee will be $10,000 and you will be required to separately pay a Commission Enhancement Fee for each
additional location if you later choose to opt into the enhanced commission split structure. You may finance
the Multi-Unit Fee under our prescribed form of promissory note, with the first payment due under the note
deferred for a period of five years. No interest shall accrue on the principal balance during the five-year
deferral period. If you keep all of your Brightway Locations open and operating for this five-year period and do
not receive a default notice from us during this timeframe, we will forgive the amounts otherwise due under
the initial fee note.
ITEM 6:
OTHER FEES
Our System is unlike traditional franchises, where all fees are paid by the franchisee to the franchisor. As
described below, all commission income from the Contracted Companies is paid directly to us, and we then
pay a portion of these commissions to our AAOs as compensation. The following table, together with its
footnotes, describes such compensation and also lists the fees and other expenses you are required to pay to
us.
TYPE OF FEE (1) AMOUNT DUE DATE REMARKS

th
Baseline Sales Retail Agency: 15% On or about the 7 Currently, new Retail Agencies and Office
Commissions Retained of Brightway Sales and 21st day of Agencies can qualify to retain up to an
– New Business Commissions on each month additional 15% Brightway Sales Commissions
New Business (you on New Business during the initial 24 months
retain the of operations, pursuant to our “Sunrise”
remaining 85%). program. See Note 2 for details.
Office Agency
(Commission
Enhancement): 20%
of Brightway Sales
Commissions on
New Business (you
retain the
remaining 80%).
Office Agency (no

Commission
Enhancement): 40%
of Brightway Sales
Commissions on
New Business (you
retain the
remaining 60%).

9
Sales Commissions Retail Agency: 45% On or about the 7th See Note 2.
Retained – Renewal of Brightway Sales and 21st day of
Business Commissions on each month
Renewal Business
(you retain the
remaining 55%).
Office Agency: 50%

of Brightway Sales
Commissions on
Renewal Business
(you retain the
remaining 50%).
Commission $20,000 or $28,800 At time of signing Any AAO entering into a Franchise
Enhancement Fee (if financed) the Franchise Agreement to operate an Office Agency may
Agreement, or at choose to pay a Commission Enhancement
any time during Fee of $20,000 and receive the benefit of the
the initial or any “Enhanced” Brightway Sales Commission on
renewal term, New Business described above in this chart.
after we have If you would like to opt into this enhanced
determined you commission structure after signing your
meet our then- Franchise Agreement, you must also first
current criteria meet our then-current minimum
performance criteria, which may include,
without limitation, operating your Office
Agency in good standing and having a
sufficiently large book of business. We also
offer new and qualified AAOs the option to
finance the Commission Enhancement Fee
directly with us. The total cost to finance the
Commission Enhancement Fee is $28,800.
See Item 10.
Retail Agency $30,000 or $43,200 After we have Existing Office Agents may convert their
Conversion Fee (if financed) determined you Brightway Location to a Retail Agency if they
meet our then- have paid the Commission Enhancement Fee
current criteria in full, meet our then-current minimum
performance and operational criteria and
pay a Retail Agency Conversion Fee. This Fee
is equal to $30,000 if paid in lump sum, or
$43,200 if financed by us. See Item 10.
AAO Shared Expenses Pro-rata portion of On or about the 7th The timing and amount of all AAO Shared
expenses borne by and 21st day of Expenses are set forth in our Confidential
Brightway which each month Operating Manual and are subject to change
relate to your from time to time.
business
Currently, the monthly AAO Shared Expenses
payable by each agency are approximately
equal to: (i) $550 to $600 per month for a
single producer, plus (ii) an additional $300
to $350 per month for each additional
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producer, plus (iii) an annual Errors and
Omissions premium of approximately $1,100
per producer. Most AAO Shared Expenses
are billed monthly or bi-monthly, however
the E&O premium amount may be billed
quarterly or at some other interval
designated by us. We reserve the right to
allocate an agency’s pro rata share of the
Errors and Omissions premium based on our
then-current staffing requirements,
regardless of an agency’s current staffing
level.
By way of illustration, a Retail Agency with

three producers total would have an AAO
Shared Expense of approximately $1,150 to
$1,350 per month, plus an annual E&O
premium obligation of approximately $3,300.
Since the AAO Shared Expenses are not

solely determined or retained by us, these
amounts are necessarily estimates and
subject to change. See Note 3 for additional
information.
Post-Term Extended Variable Paid over 24 See Notes 4 and 5.
Earnings months following
expiration and
non-renewal of
Franchise
Agreement, under
certain
circumstances
unless waived by
you
Other Advertising and Reasonable cost As incurred See Note 6.
Marketing Programs;
Cooperative
Advertising
Costs and Attorneys’ Our costs and As incurred See Note 7.
Fees Associated with expenses
Enforcement or
Collection
Indemnification The losses and As incurred See Note 8.
expenses incurred
by us and our
affiliates
Transfer Fee – Majority Our Initial Fee in Prior to Payable by transferee in the event of a
Interest effect as of the date consummation of transfer of the Brightway Location to a third
of transfer transfer party, a transfer of a majority of equity
interests (51% or greater) in AAO, or a

11
For an AAO owning transfer that results in a change of the
multiple Brightway controlling equity interest in the AAO entity.
Locations, an See Note 5.
amount equal to
twice the then-
current Initial Fee
for the type of
Brightway Locations
to be transferred
(regardless of the
total number of
Brightway Locations
involved).
Transfer Fee – Minority $2,500 Prior to Payable by transferee in the event of a
Interest consummation of transfer of a minority share of equity
transfer interests in AAO, or for transfers that meet
the following criteria: (a) the transfer
involves a minority owner of the AAO
purchasing the equity interests of the
majority owner of the AAO; (b) the minority
owner was a producer of the Brightway
Location for at least five years preceding the
transfer; and (iii) the AAO must have paid a
full lump sum Initial Fee to Brightway in
connection with the original purchase of the
Brightway Location. See Note 5.
Insurance Premium cost plus As incurred If you fail to comply with the minimum
administrative costs insurance requirements set forth in the
of 18% Franchise Agreement, we have the right to
obtain such insurance and you must pay us
the premium cost and administrative costs of
18% in connection with our obtaining the
insurance.
Supplier/Product Brightway’s testing As incurred We provide information about approved
Evaluation costs suppliers that you and your staff must use in
operating your Brightway Location. If we
incur any costs in connection with evaluating
an unapproved supplier at your request, you
or the supplier must reimburse us for our
reasonable costs, regardless of whether we
subsequently approve the supplier.
Financial Records and Cost of preparing As required by us You must provide us with the type of
Reports required financial financial reports that we require.
reports
New Hire Fee $100 per person Upon hiring See Note 9.
new hire fee, plus additional
your costs personnel
Taxes Amount of tax As incurred You are required to pay when due any and all
federal, state and local taxes levied or
assessed with respect to the operation of
your Brightway Location. You agree to
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indemnify us in the event that we are held
responsible for these taxes.
Bad/No Email Address $5 per customer Imposed monthly You are required to pay a $5 annual fee for
Fee per year any of your customers that do not have an
email address or have an invalid email
address in our Agency Management System.
This fee offsets our costs of sending physical
mail to these customers because we cannot
reach them via email.
FCI Commission Varies As incurred As noted in Item 1, our affiliates FCI and FCI
GA may provide certain managing general
agent services when our agents elect to bind
coverage with non-admitted carriers that
have a relationship with FCI or FCI GA. In
doing so, FCI will retain a portion of
commissions, as is standard for all managing
general agents.
NOTES
(1) Unless otherwise noted, all fees are uniformly imposed by and payable to us and are non-refundable.
(2) All client accounts generated by your Brightway Location are our exclusive property, and all funds,
correspondence, notices and other communications relating to such client accounts must be
forwarded to us. We are the “Agent of Record” with the Contracted Companies on all such client
accounts. Accordingly, all sales commissions paid by the Contracted Companies are paid directly to us,
and not to you. On or about the 7th and 21st day of each month, we will pay you (via electronic funds
transfer to an account you specify in the Electronic Funds Withdrawal and Deposit Authorization
attached to the Franchise Agreement) a percentage of the sales commissions we receive from the
Contracted Companies on the client accounts you generate, and we will retain the remainder.
“New Business” shall mean the first term of a policy which is sold in connection with your Brightway
Location and “Renewal Business” shall mean all subsequent/renewal terms of a policy which are sold
in connection with your Brightway Location, including any policies rewritten to another Contracted
Company.
For a Retail Agency, on New Business, we will pay you a baseline of 85% of the sales commissions we
receive, and we will retain 15%. On Renewal Business we will pay you 55% of the sales commissions
we receive, and we will retain 45%.
For an Office Agency, we will pay you a baseline of either 60% or 80% of the sales commissions we
receive on New Business, and we will retain the remaining 40% or 20%, as applicable. The amount of
baseline sales commission we retain will depend on whether you have paid the Commission
Enhancement Fee. On Renewal Business we will pay you 50% of the sales commissions we receive, and
we will retain the other 50%, regardless of whether you have opted into the enhanced commission
structure and notwithstanding your eligibility for the “Sunrise” program described immediately below.

13
Sunrise Program
For new Retail Agencies and Office Agencies, during your initial year of operations you will receive an
additional 15% of the Brightway Sales Commissions in connection with your sale of New Business if
you meet our then-current minimum operational standards which shall be provided to all AAOs in
writing and may be modified from time to time. Qualifying Retail Agencies will retain 100% of
Brightway Sales Commissions on New Business, qualifying commission-enhanced Office Agencies will
retain 95% of Brightway Sales Commissions on New Business, and qualifying Office Agencies without
enhancement will retain 75% of Brightway Sales Commissions on New Business. These minimum
standards may include, without limitation, opening in a timely manner, avoiding any breaches of your
Franchise Agreement, and obtaining and maintaining all required licenses. We may amend these
requirements at any time by providing you with written notice. If you fail to meet one or more of these
minimum standards, you will receive the baseline Brightway Sales Commissions on New Business (see
Item 6) and may be subject to other penalties or consequences applicable to your breach of the
Franchise Agreement.
During the second year your Brightway Location is operational (months 13 through 24), all Retail
Agencies and Office Agencies will have the opportunity to earn up to 15% additional Brightway Sales
Commissions on New Business (above baseline) if you meet our then-current minimum operational
standards and also achieve certain new business production levels. Currently, the additional Brightway
Sales Commissions increase incrementally based on new business production volume, with the highest
production category increasing your Brightway Sales Commission by 15%.
The first- and second-year bonus commission program described above is collectively designated the
“Sunrise” program. The Sunrise program is purely voluntary, and we have the right to modify the
production standards and commission bonuses, or to stop offering the incentive program, at any time
(3) We will deduct from the payments we make to you the expenses borne or paid by us which relate to
the conduct of your business, as well as any additional costs we designate in the Confidential
Operating Manual (the “AAO Shared Expenses”). Examples of AAO Shared Expenses include one-time
carrier appointment fees, recurring software license fees, marketing expenses, and Errors and
Omissions premiums. The majority of the AAO Shared Expenses represent pass-through charges from
third parties, and we do not collect any administration fees for the processing of the charges.
However, we may collect interest if you elect to participate in voluntary financing programs that we
offer. The AAO Shared Expenses will change from time to time and are set forth in the Confidential
Operating Manual. Changes may be triggered by adding/removing required products or services, price
changes imposed by the included vendors, or amendments to our methodology for calculating the
portion of AAO Shared Expenses allocated to each agency or producer. Your portion of these costs
and expenses shall be determined by us in good faith, and such determination may be based, solely or
partially, upon the expenses we incur or the then-current fair market value of the items provided to
you. At our discretion, we are also permitted to deduct from the payments we make to you: (a) the
costs and expenses incurred by us (including, but not limited to, our reasonable labor and
administrative costs) as a result of your failure to conduct your Brightway Location in compliance with
our procedures and standards of operation; and (b) any payments we make in good faith to your
vendors or suppliers in order to cure your failure to make such payments on a timely basis.

14
(4) In the event you are eligible to renew the Franchise Agreement but elect not to do so, then we will
pay you certain post-term compensation in 24 monthly installments via electronic funds transfer, so
long as your Brightway Location generated more than $20,000 in Brightway Sales Commissions paid to
you during the most recent twelve full months of operation preceding non-renewal.
(5) All transfers are subject to our prior consent, and AAOs must meet various conditions in order to
obtain our consent. No transfer fee is payable to us by the transferee in the event of a gift transfer
where you do not retain any interest in the AAO entity and you waive your rights to the post-
termination compensation described in Note 4 above.
(6) From time to time we may provide you with local advertising and marketing materials at a reasonable
price, and we reserve the right to charge a reasonable price for providing these materials. We may
require you to participate in such cooperative or other advertising and/or marketing programs as we
prescribe from time to time in the Confidential Operating Manual. We do not currently have any
cooperative advertising programs; however, in the event created, your contributions shall be capped
at 3% of your Brightway Sales Commissions and credited against the Local Advertising Requirement (if
imposed). The cooperative may, by the majority vote of its members, require a contribution in excess
of the Local Advertising Requirement. Franchisor outlets will not have any voting power regarding
fees imposed by franchisee cooperatives.
(7) If we prevail in any action against you, or if any provision of the Franchise Agreement is enforced at
any time by us, or if any amounts due from you to us are, at any time, collected by or through an
attorney or collection agency, you will be liable to us for all costs and expenses of enforcement and
collection including, but not limited to, court costs and reasonable attorneys’ fees.
(8) You must indemnify and hold us and our directors, officers, agents, attorneys and shareholders
harmless in all actions arising out of or resulting from (a) your breach of the Franchise Agreement; (b)
unauthorized use of the Licensed Marks or other proprietary materials; (c) the operation of your
Brightway Location; (d) any professional or other negligence; (e) unauthorized transfer; (f) the
infringement of any third party intellectual property rights; (g) libel, slander or any other form of
defamation of us or our System; or (h) any incident, death, injury or damage to any person or property
occurring in, on or about the premises of your Brightway Location.
(9) We currently charge a fee of $100 for the training of all new producers for an existing Brightway
Location. In addition, you must pay the costs of wages, transportation, lodging and food during such
additional training (if any). We may also provide such training at your request, at our sole discretion
and subject to our availability.

15
ITEM 7:
ESTIMATED INITIAL INVESTMENT
A. YOUR ESTIMATED INITIAL INVESTMENT UNDER A SINGLE UNIT FRANCHISE AGREEMENT FOR A
RETAIL AGENCY
Amount (1) Method of When To Whom

Type of Expenditure Payment (1) Due Payment is to
be Made
Initial Fee (1)(2) $20,000 to $60,000 Lump sum See Items 5 and Brightway
10
Lease Deposit and First Month’s $0 to $5,000 Lump Sum Upon Signing Landlord
Rent (3) Lease
Leasehold Improvements (3)(4) $0 to $10,000 Periodic As Arranged Contractor
Payments and Architect
Furniture, Furnishings, and $0 to $7,000 As Arranged As Incurred Vendors

Fixtures (5)
Equipment (6) $2,500 to $10,000 As Arranged As Incurred Vendors
Signage (7) $4,500 to $12,500 As Arranged As Incurred Vendors
Professional Fees (8) $600 to $3,500 As Arranged Before Opening Your Attorney,
Accountant,
and Other
Business
Advisors
Insurance Policies (9) $2,300 to $5,000 As Arranged Upon Opening Third Parties
Licensing Fees (10) $0 to $1,000 As Arranged As Incurred Third Parties
Opening Advertising Expense $0 to 4,500 As Arranged As Incurred Third Parties
(11)
Additional Funds – Six Months $23,000 to $55,000 As Arranged As Incurred Vendors,
(12) Brightway
TOTAL ESTIMATED INITIAL

$52,900 to $173,500
INVESTMENT (13)
NOTES
(1) Costs paid to us are not refundable. Whether any costs paid to third parties are refundable will vary
based on the practice of such third party and the general practice in the area where your Brightway
Location is located. Additionally, as described in Item 5, if you enter into and successfully meet certain
operational standards under our Multi-Unit Program, we will forgive or waive the Initial Fee. If you
qualify for and are exercising your option to open a second location, we will waive the Initial Fee.

16
(2) The manner in which the Initial Fee is paid and the circumstances under which the Initial Fee may be
reduced are explained in greater detail in Item 5. The low-end value of $20,000 is only applicable if you
purchase outside of Florida and choose to finance a portion of the initial fee. If you obtain the right to
open a Brightway Location in Florida, the low-end value will be equal to $30,000, and shall be
applicable if you choose to finance a portion of the Initial Fee. The high-end value of $60,000 is only
applicable in the state of Florida and only if you do not finance any portion of the initial fee. If you
purchase the right open a Brightway Location outside the state of Florida and do not finance any
portion of the initial fee, the cost will be $50,000. The low-end value represents the portion due and
payable prior to opening your Brightway Location and does not include any financed payments due
after you commence operations.
(3) We expect that you will lease the retail office space for your Brightway Location. A typical retail office
will occupy approximately 900 to 1,300 square feet of space. Lease payments will vary considerably
depending upon the property size, type of transaction and location. The low-end estimate above
assumes that you already own or have pre-existing access to a leased retail office space, and the high-
end estimate above assumes that you will be leasing a new retail space and that the initial lease
deposit for this space will be equal to two months of rent. Lease agreements may also include the
following expenses: taxes, insurance, maintenance, fixed rent (with escalations), percentage rent, and
other charges related to the operation of the Brightway Location.
(4) Office build-out expenses can vary widely. Brightway Locations do not require extensive build-out;
however, we permit franchisees who wish to do so to spend additional sums on leasehold
improvements (though these additional amounts are not incorporated into the estimates above). In
new retail space, you may expect to install carpet, paint, cabling and limited interior walls. There may
also be plumbing or electrical costs. You should check with the relevant regulatory agencies to identify
costs for required building permits, impact fees, taxes, bonds, licenses and other fees, which can vary
dramatically depending on the location. The low-end estimate above assumes that you already have
access to a retail office space which meets our minimum requirements, and therefore you will not
incur any build-out expenses during the pre-opening period. In some cases, the landlord of an office or
retail space may cover some portion of the cost of leasehold improvements.
(5) You must purchase certain furniture and fixtures in order to operate your Brightway Location from a
retail office space. The Brightway Location will require one desk and chair for each person working at
the Brightway Location. Other items include desks, guest chairs and miscellaneous reception area and
back-office furniture. The low-end estimate assumes you already have access to a fully furnished retail
office space, and the high-end estimate assumes you will commence operations of your Retail Agency
from a newly leased or unfurnished retail office space.
(6) You must obtain certain equipment according to our Brightway Technology Specifications. You are
required to maintain one computer (properly configured for use within our System and purchased
from our required vendor) for each producer working at the Brightway Location. You will also need a
multifunction device that acts as a printer, scanner and copier, headsets, firewall and other
miscellaneous equipment. The estimate above includes the cost of each of these items, in addition to
monitors, laptop(s), operating software, Internet and other technology setup, and warranty plans for
this equipment, as your estimated initial expense. The low-end estimate above assumes you are
purchasing a single workstation and multifunction device, and the high-end estimate above assumes
you are purchasing workstations and multifunction devices for three producers.

17
(7) The type of signage to be installed at your retail office space is governed by local ordinances and lease
provisions regarding height and size restrictions. The types and amount of signage will vary based on
the type of location, landlord requirements, and city/municipality requirements. All signage must
conform to the Brightway System specifications and must be submitted to us for approval prior to
purchase and installation. You may be required to use our required vendor for signage. In some cases,
the landlord of your retail office space may cover some or all of the cost of any exterior signage.
(8) These figures represent the estimated costs of engaging an attorney, CPA or other business
professionals to review this Disclosure Document and the accompanying agreements, to assist you in
organizing a business entity and setting up your books, and to help you obtain required licenses and
permits.
(9) The estimated amount above includes the initial cost of the professional insurance policies that you
will need to obtain and maintain according to our standards and specifications. These policies are
described in detail in Item 8 and in your Franchise Agreement.
(10) You are responsible for obtaining certain licenses required by the state in which you are located. The
estimate above also includes any initial education costs associated with obtaining your licenses. The
low-end estimate assumes that you have insurance experience and already possess the licenses
necessary to operate your Brightway Location.
(11) You are not required to expend any amount on grand opening advertising, however we recommend
that you conduct an opening advertising program to promote the opening of your Brightway Location
during the first 60 days following your soft opening. If you elect to do so, the amount of the opening
advertising will be dependent on your unique circumstances, and we will work with you to determine
an appropriate program during the time period following the execution of your Franchise Agreement
and prior to your opening.
(12) These figures are an estimate of your operating expenses for the initial six months of business. Both
high-end and low-end estimates include rent, taxes, insurance, supplies, utilities, technology costs,
licenses and permits, bank charges and repair and maintenance expenses. They also include the costs
of an opening advertising program, which will generally consist of primarily grass roots advertising but
may involve printing and other costs necessary to generate referral sources. They do not include the
portion of commissions withheld by us. The low-end estimate assumes you will not employ any other
individuals to work full time writing New Business from your Brightway Location during the additional
funds period, that you will have strong initial sales and will qualify for the Sunrise program. The high-
end estimate assumes that you will employ two other individuals to work full-time writing New
Business from your Brightway Location. The high-end estimate also assumes you will have low initial
sales. These figures are estimates that we prepared using our internal pro forma statements we
provide to franchisees, and do not include any amounts for owner salary. We cannot guarantee that
you will not have additional expenses starting the business. Your costs will depend on factors such as:
the size of your Premises; your management skill, experience and business acumen; number of
producers and other staff; financing costs; local economic conditions; the local market for insurance
products; the prevailing wage rate; competition; and the sales levels reached during the initial period.
You will be required to pay AAO Shared Expenses during this six-month period. These currently
include, without limitation, fees for Agency Management System (AMS360), Office 365 access
(Outlook, OneDrive, PowerBI, Microsoft Apps), IT Support and Implementation, Errors and Omissions

18
Coverage, and Marketing items (YEXT, Web hosting). We reserve the right to amend or supplement
the AAO Shared Expenses at any time. See Item 6.
(13) You should review these figures carefully with a business advisor before making any decision to
purchase the franchise. We have prepared these estimates based on our years of experience as a
franchisor, our experience in operating insurance agencies similar to those that are offered under this
Disclosure Document, as well as a survey we recently conducted by asking AAOs that opened within
the past year to share their initial investment costs. Except as expressly indicated otherwise, these
estimates cover your initial cash investment to open your business. They do not provide for your cash
needs to cover any financing incurred by you or your other expenses. You should not plan to draw
income from the operation during the start-up and development stage of your business, the actual
duration of which will vary materially from location to location and cannot be predicted by us for your
business (and which may extend for longer than the six month “initial phase” described in Note 13).
You must have additional sums available, whether in cash or through a bank line of credit or have
other assets which you may liquidate or against which you may borrow, to cover other expenses and
any operating losses you may sustain, whether during your start-up and development stage, or
beyond. The amount of necessary reserves will vary greatly from franchisee to franchisee and will
depend upon many factors, including the rate of growth and success of your business, your ability to
operate efficiently and in conformance with our recommended methods of doing business, and
competition. Because the exact amount of reserves will vary from operation to operation and cannot
be meaningfully estimated by us, we urge you to retain the services of an experienced accountant or
financial advisor to develop a business plan and financial projections for your particular operation.
B. YOUR ESTIMATED INITIAL INVESTMENT – OFFICE AGENCY

be Made
Initial Fee (1)(2) $10,000 Lump sum See Items 5 and Brightway
10
Lease Deposit and First Month’s $0 to $3,900 Lump Sum Upon Signing Landlord
Rent (3) Lease
Leasehold Improvements (3)(4) $0 to $100 Periodic As Arranged Contractor and
Payments Architect
Furniture, Furnishings, and $0 to $3,000 As Arranged As Incurred Vendors
Fixtures (5)
Equipment (6) $2,500 to $7,000 As Arranged As Incurred Vendors
Signage (7) $0 As Arranged As Incurred Vendors
Professional Fees (8) $600 to $3,500 As Arranged Before Opening Your Attorney,
Accountant, and
Other Business
Advisors
Insurance Policies (9) $0 to $2,500 As Arranged Upon Opening Third Parties

19
be Made
Licensing Fees (10) $0 to $1,000 As Arranged As Incurred Third Parties
Opening Advertising Expense $0 to $4,500 As Arranged As Incurred Third Parties
(11)
Commission Enhancement Fee $0 to $20,000 Lump Sum See Item 5 and 6 Brightway
(12)
Additional Funds – Six Months $10,000 to $30,000 As Arranged As Incurred Vendors,
(13) Brightway
TOTAL ESTIMATED INITIAL

$23,100 to $85,500
INVESTMENT (14)
NOTES
(1) Costs paid to us are not refundable. Whether any costs paid to third parties are refundable will vary
based on the practice of such third party and the general practice in the area where your Brightway
Location is located. Additionally, as described in Item 5, if you enter into and successfully meet certain
operational standards under our Multi-Unit Program, we will forgive or waive the Initial Fee. If you
qualify for and are exercising your option to open a second location, we will waive the Initial Fee.
(2) The manner in which the Initial Fee is paid and the circumstances under which the Initial Fee may be
reduced are explained in greater detail in Item 5.
(3) A typical Office Agency will occupy approximately 100 to 600 square feet of professional office space.
Lease payments will vary considerably depending upon the property size, type of transaction and
location. The low-end estimate above assumes that you will not be required to pay any rent because
you are (i) the owner of the professional office space, or (ii) your agreement with the owner of the
professional office space does not require you to pay any rent. The high-end estimate assumes you
will begin operations from a professional office space and includes one month of rent and a lease
deposit equal to another month of rent. Lease agreements may also include the following expenses:
taxes, insurance, maintenance, fixed rent (with escalations), percentage rent, and other charges
related to the operation of the Brightway Location.
(4) Brightway Office Agencies do not require any specific build-out. The low-end estimate assumes that no
buildout is required, and the high-end estimate assumes limited painting or similar costs that you elect
to incur.
(5) You are not required to purchase any specific furniture or fixtures for your Office Agency. The
Brightway Location will require one desk and chair for each person working at the Brightway Location,
and you may also wish to purchase other desks and guest chairs. The low-end estimate assumes that
you will not need to purchase any furniture or fixtures because you already own these items or your
professional office space will already have these items available for you.
(6) You must obtain certain equipment according to our Brightway Technology Specifications. You are
required to maintain one laptop computer (properly configured for use within our System and
20
purchased from our required vendor) for each person working at the Brightway Location. You will also
need a multifunction device that acts as a printer, scanner and copier, headsets, firewall, and other
miscellaneous equipment. The estimate above includes the cost of each of these items, in addition to
monitors, laptop(s), operating software, setup, and warranty plans for this equipment, as your
estimated initial expense. The low-end estimate above assumes you are purchasing a single
workstation and multifunction device, and the high-end estimate above assumes you are purchasing
workstations and multifunction devices for two producers.
(7) The Brightway Office Agency does not require the purchase of any signage. You may choose, but are
not required, to install signage for your Office Agency that has been approved by us.
(8) These figures represent the estimated costs of engaging an attorney, CPA or other business
professionals to review this Disclosure Document and the accompanying agreements, to assist you in
organizing a business entity and setting up your books, and to help you obtain required licenses and
permits.
(9) The estimated amount above includes the initial cost of the professional insurance policies that you
will need to obtain and maintain according to our standards and specifications. These policies are
described in detail in Item 8 and in your Franchise Agreement.
(10) You are responsible for obtaining certain licenses required by the state in which you are located. The
estimate above also includes any initial education costs associated with obtaining your licenses. The
low-end estimate assumes that you have insurance experience and already possess the licenses
necessary to operate your Brightway Location.
(11) You are not required to expend any amount on grand opening advertising, however we recommend
that you conduct an opening advertising program to promote the opening of your Brightway Location
during the first 60 days following your soft opening. If you elect to do so, the amount of the opening
advertising will be dependent on your unique circumstances, and we will work with you to determine
an appropriate program during the time period following the execution of your Franchise Agreement
and prior to your opening.
(12) If you choose to opt into the more favorable commission fee split on New Business at the time you
enter into your Franchise Agreement, you will be required to either (a) pay us the high-end fee
disclosed for this item of $20,000, or (b) enter into our prescribed form of promissory note pursuant to
which the Financed Enhancement Fee shall be paid. See Item 10.
(13) These figures are an estimate of your operating expenses for the initial six months of business. Both
the high-end and low-end estimates include rent, taxes, insurance, supplies, utilities, technology costs,
licenses and permits, bank charges and repair and maintenance expenses. They do not include the
portion of commissions withheld by us. The low-end estimate assumes you will not employ any
additional individuals, that you will have strong initial sales and will remain qualified for the Sunrise
program. The high-end estimate assumes that you will employ one other individual to work full-time
writing New Business from your Brightway Location. The high-end estimate also assumes you will
have low initial sales. These figures are estimates that we prepared using our internal pro forma
statements we provide to franchisees, and do not include any amounts for owner salary. We cannot
guarantee that you will not have additional expenses starting the business. Your costs will depend on
factors such as: your decision to operate from a home office before moving into a professional office
space; the size of your Premises; your management skill, experience and business acumen; financing
21
costs; local economic conditions; number of producers and other staff; the local market for insurance
products; the prevailing wage rate; competition; and the sales levels reached during the initial period.
(14) You should review these figures carefully with a business advisor before making any decision to
purchase the franchise. We have prepared these estimates based on our years of experience as a
franchisor, the costs incurred by all Office Agencies that have opened since the program was launched
in 2019 and provided us with relevant cost information, and our general knowledge of the insurance
industry. Except as expressly indicated otherwise, these estimates cover your initial cash investment to
open your business. They do not provide for your cash needs to cover any financing incurred by you or
your other expenses. You should not plan to draw income from the operation during the start-up and
development stage of your business, the actual duration of which will vary materially from location to
location and cannot be predicted by us for your business (and which may extend for longer than the six
month “initial phase” described in Note 13). You must have additional sums available, whether in cash
or through a bank line of credit or have other assets which you may liquidate or against which you may
borrow, to cover other expenses and any operating losses you may sustain, whether during your start-
up and development stage, or beyond. The amount of necessary reserves will vary greatly from
franchisee to franchisee and will depend upon many factors, including the rate of growth and success
of your business, your ability to operate efficiently and in conformance with our recommended
methods of doing business, and competition. Because the exact amount of reserves will vary from
operation to operation and cannot be meaningfully estimated by us, we urge you to retain the services
of an experienced accountant or financial advisor to develop a business plan and financial projections
for your particular operation.
ITEM 8:
RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES
To protect the reputation and goodwill of the Brightway System, and to maintain standards of operation under
the Licensed Marks, you must operate your Brightway Location in strict conformance with our methods,
standards, and specifications which we prescribe in our Confidential Operating Manual and various other
confidential manuals and writings prepared for use by you in operating a Brightway Location (collectively, the
“Manual”), which we may change at our sole discretion. When any provision in the Franchise Agreement
requires that you comply with any standard, specification or requirement of Brightway, unless otherwise
indicated, such standard, specification or requirement shall be such as is set forth in the Franchise Agreement
or the Manual.
Approved Insurance Products and Services
You may only offer and sell insurance policies written by the Contracted Companies through us. We reserve
the right to change the Contracted Companies at any time. You are not permitted to be licensed as an agent,
solicitor, representative or broker for any insurance company or business other than Brightway and the
Contracted Companies unless authorized by us in writing. We will, at our sole discretion and with our
Contracted Companies’ approval, determine which Contracted Companies you may use, as well as which lines
of insurance and specific policy types you may sell with such Contracted Companies. Upon request, we will
provide you with a list of the Contracted Companies. We will negotiate all contracts with the Contracted
Companies, including the compensation paid by them for the sale, renewal, service or delivery of policies. The
primary service which will be offered by you will be property and casualty insurance. However, we may
authorize you to offer other services such as life insurance. You are not permitted to conduct any business
with regard to any type of insurance that has not been approved by us, or for which you are not licensed by
22
the appropriate insurance, securities or other regulatory authorities. Additionally, you are not permitted to
conduct any business of any kind other than your Brightway Location business, either from the Brightway
Location or through the corporate entity that owns and operates the franchise.
Lease and Leasehold Improvements
We expect that you will lease the location for your Brightway Location. A typical Retail Agency will occupy
approximately 900 to 1,300 square feet of retail space. A typical Office Agency will occupy approximately 100
to 600 square feet of professional office space.
We must approve your location and lease terms before you sign a lease for a location. Our approval of any
relocation, including a relocation from a professional office space to retail office space, will be conditioned on
your satisfaction of our minimum staffing requirements. If you are opening a Retail Agency, we will condition
our approval of your lease upon, among other conditions, you and your landlord’s signing of our Collateral
Assignment of Lease, where your landlord grants us the right to assume your rights and obligations under the
lease in the event that you breach your lease, or your Franchise Agreement is terminated or expires. Office
Agencies are not currently required to execute a Collateral Assignment of Lease.
You are not permitted to relocate your Brightway Location without our prior written consent. If, for any
reason, you cannot continue to occupy the premises during the term of your Franchise Agreement, you must
notify us of your intention to relocate at least 90 days prior to closing operations at the existing premises and
be open for business at a new mutually agreed-upon location within 30 days of closing business at the existing
premises.
The Brightway Location shall conform to our standards and specifications for appearance, layout and design.
Brightway Locations do not require extensive build-out. For Retail Agencies, you may expect to install carpet,
paint and limited interior walls. You must also submit all preliminary and final plans and specifications to us for
approval, and you may not make material modifications to the approved plans without our consent. You may
not operate your Brightway Location until construction of your premises is completed in accordance with the
approved site and building plans, and we have provided you with authorization to open.
Furniture, Fixtures, Equipment and Signage
You are required to purchase, install and maintain all furnishings, fixtures, equipment and signage as we deem
necessary and appropriate for your business, as specified in the Manual, which may include requirements that
you purchase certain items only from designated suppliers, including us, our affiliates, and/or third parties. We
may negotiate volume purchase agreements with some vendors for the purchase of equipment needed to
operate your business.
Currently, we require that Retail Agencies have desks, guest chairs and miscellaneous reception area and back-
office furniture. Office Agencies are required to have approved workstation furniture for each producer.
You are required to acquire and utilize the telephone system or software that we designate. The system
currently must be purchased from and installed by our required vendor. You also must use designated fax lines
(which may be Internet-based) in connection with the operation of your Brightway Location.
In addition to the telephone system and fax lines, you must purchase additional products and services, which
may include certain signs, electronic documentation services, furnishings, supplies, fixtures, computer

23
hardware and software, technology services and other products and services from Brightway or designated or
required vendors as we may specify in the Manual or otherwise in writing. We or our affiliates may be one of
several or the only approved supplier of any item.
Currently, we are the sole approved supplier of certain proprietary software programs that you will use in
conjunction with certain approved third party provided software programs to facilitate the sales process. The
fee for these programs will be included as an AAO Shared Expense, as described in more detail in Item 6.
Except for these proprietary software programs, neither we nor our affiliates are the approved supplier of any
items. However, should you choose to write business through certain non-admitted carriers or brokers, our
affiliates FCI and FCI GA may be the only managing general agent through which you can write policies on
behalf of those specific carriers/brokers. With that being said, we do not require you to write policies with any
specific carriers, so you will not be required to use FCI or FCI GA.
Apart from such specified products and services, all other furnishings, fixtures, finishes, equipment, signage
and supplies for your business may be selected by you, and purchased from vendors you choose, so long as
they are compatible with our established computer and other systems and meet our quality standards and
minimum equipment specifications set forth in the Manual. Upon our request, you must promptly acquire,
install, update or replace any furnishings, equipment, including the telephone system or any computer
hardware or software, designated by us for use pursuant to the Brightway System and the Brightway
Technology Specifications.
As described in Item 6, we will charge you for your portion of certain AAO Shared Expenses. Your portion of
such expenses will be determined by us in good faith, and such determination may be based, solely or partially,
upon the costs we incur or the then-current fair market value of the items we provide to you (and therefore
may be in excess of the costs actually incurred by us on your behalf).
In the event you wish to purchase any approved items from an unapproved supplier, you must provide us with
the name, address and telephone number of the proposed supplier, a description of the item you wish to
purchase, and the purchase price of the item, if known. If we incur any costs in connection with evaluating an
unapproved item or supplier at your request, you or the supplier must reimburse us for our reasonable testing
costs, regardless of whether we subsequently approve the item or supplier. We will notify you of approval or
disapproval within 15 business days of receiving all requested information, and failure to provide notice during
this timeframe will be deemed a disapproval. We are not required to approve any particular supplier. We may
revoke our approval of particular items or suppliers when we determine, at our sole discretion, that such items
or suppliers no longer meet our standards. Upon receipt of written notice of such revocation, you must cease
purchasing items from such supplier. You must use items purchased from approved suppliers solely in
connection with the operation of your Brightway Location and not for any competitive business purpose.
Insurance
You must maintain in full force and effect the types of insurance that you determine are necessary or
appropriate for the operation of your business, which shall include, at a minimum, insurance policies of the
kinds and in the amounts required by us. The Franchise Agreement currently requires you to obtain and
maintain in full force and effect: (a) a standard Business Owners Policy providing coverage for your place of
business with liability limits of not less than $1,000,000/$1,000,000; (b) a Workers Compensation Policy with
liability limits of not less than $500,000/$500,000; (c) an Employment Practices Liability Policy providing
coverage for your entity with liability limits of not less than $500,000/$500,000; and (d) any other types of
policies that we determine are necessary for the operation of a Brightway Location, as communicated in the

24
Manual or otherwise in writing. We do not designate the insurance carriers you must use for these purposes.
You also must carry such insurance as may be required by your lease or by any of your lenders or equipment
lessors. You must maintain these insurance levels throughout the term of your Franchise Agreement.
You must add us and our designees or assignees to all insurance contracts as additional insureds under the
insurance policies, the cost of which will be paid by you. The types and amounts of insurance you are required
to obtain and maintain may be modified by amendments to the Manual, or otherwise in writing by us. You
must promptly provide us with all of your certificates of insurance, each of which must state that the policy will
not be cancelled or materially altered without at least 30 days’ prior written notice to us. If you fail to comply
with our minimum insurance requirements, we have the right to obtain such insurance and keep the same in
force and effect. You must pay us, on demand, the premium cost of this insurance, as well as administrative
costs of 18% in connection with us obtaining the insurance.
Subject to the prior approval of our carrier, we will endorse our Errors and Omissions insurance policy to
provide Errors and Omissions insurance coverage for you. We will calculate your share of our Errors and
Omissions insurance policy premium in a fair and reasonable manner and will deduct such amount from the
compensation you are to receive from us. This cost is included in the AAO Shared Expenses described above.
You may be required to participate in Errors and Omissions loss control seminars from time to time at our
request. In the event you fail to participate in such seminars, you may be assessed an additional amount for
Errors and Omissions coverage. You will be responsible for the payment of all deductibles or other settlement
costs payable on claims against you or any of your officers, directors, shareholders, employees or independent
contractors.
Advertising
You may not use our trade name, trademarks or other intellectual property in any advertising or promotional
materials or literature without our prior consent. You must submit to us for approval samples of all advertising
to be used by you which has not been prepared or previously approved by us. You may use only business
stationery, business cards, printed materials or forms which have been approved in advance by us. You may
not employ any person to act as your representative in connection with local promotion of your business in
any public media without our prior approval. At your expense, you must: (a) obtain listings of your business in
appropriate business directories and publications (both Internet and non-Internet based), and engage in
appropriate Internet strategies designed to drive business to your Brightway Location, all as specified from
time to time by us; and (b) obtain and maintain any special promotional materials of the kind and size as we
may from time to time require for comparable Brightway Locations.
From time to time, we may provide you with local advertising and marketing materials, including
merchandising materials, sales aids, special promotions and similar advertising, and we reserve the right to
charge a reasonable price for providing these materials. You must participate in all cooperative advertising
and/or marketing programs as are from time to time prescribed by us. The terms and conditions required for
participation in any such programs will be as specified in the Manual or otherwise in writing.
Our approval of any advertising or promotional materials or programs may be withdrawn at any time, and you
must immediately cease the use and display of any materials or programs for which our approval has been
withdrawn.

25
Computer Hardware and Software
You must engage our required vendor to obtain and install computer hardware, required dedicated telephone
lines, a high-speed Internet connection, modems, printers, and other computer-related accessories or
peripheral equipment as we may specify in the Manual or otherwise in writing from time to time. You must
utilize any software programs, system documentation manuals, and other technology as outlined in the
Brightway Technology Specifications, and other proprietary materials provided by us in connection with the
operation of your Brightway Location. You must input and maintain in your computer the software programs,
data and information as we prescribe.
You shall have the sole and complete responsibility for: (a) the acquisition, operation, maintenance, and
upgrading of any computer hardware and software used in connection with the operation of your Brightway
Location; and (b) any and all consequences that may arise if the computer hardware and software is not
properly maintained, operated, and upgraded. We have the right to require you to enter into a separate
maintenance agreement for computer hardware and software. Upon our request, you must promptly acquire,
install, update or replace any computer hardware and software designated by us for use pursuant to the
Brightway System or the Brightway Technology Specifications.
General
As we determine client preferences and trends in the marketplace, or develop new marketing techniques,
technologies, products and services, we anticipate that we will formulate and modify our standards and
specifications as we consider appropriate and useful, and notify you through amendments to the Manual,
articles, newsletters, or other bulletins.
Except as specifically noted above, we and our affiliates are not suppliers for any of the goods or services you
must acquire. Our affiliates FCI and FCI GA are managing general agents that may provide certain brokerage
services to franchisees and retain an industry-standard share of commissions. If you elect to engage a
managing general agent, FCI or FCI GA may be the only available option for writing policies with certain non-
admitted carriers. However, we do not require you to write policies with any specific carriers, so you will not
be required to use FCI or FCI GA. None of our officers currently own an interest in any other approved
suppliers.
At the present time, we do not receive rebates or any material benefits from any supplier for the purchase of
goods or services by you or other franchisees, though we may receive certain benefits from contingency
programs implemented by Contracted Companies (who are not suppliers). You will not receive any material
benefit from purchasing from approved or designated suppliers, though you may receive certain benefits from
contingency programs implemented by Contracted Companies, as we determine in our sole discretion. There
are currently no purchasing or distribution cooperatives.
During the fiscal year ended December 31, 2021, we derived $15,878 from required franchisee purchases or
leases, which represents 0.03% of our total revenues of $51,231,575.
We estimate that the purchase of goods and services that are subject to our standards and specifications
represents approximately 75% of all purchases and leases necessary to open your Brightway Location as a
Retail Agency, and approximately 40% of your annual costs of goods and services necessary to operate your
Brightway Location as a Retail Agency on an ongoing basis.

26
We estimate that the purchase of goods and services that are subject to our standards and specifications
represents approximately 40% of all purchases and leases necessary to open your Brightway Location as an
Office Agency, and approximately 40% of your annual costs of goods and services necessary to operate your
Brightway Location as an Office Agency on an ongoing basis.
ITEM 9:
FRANCHISEE’S OBLIGATIONS
This table lists your principal obligations under the franchise and other agreements. It will help you find
more detailed information about your obligations in these agreements and in other items of this Disclosure
Document.
OBLIGATION SECTION IN SECTION IN DISCLOSURE

FRANCHISE AGREEMENT MULTI-UNIT DOCUMENT ITEM
PROGRAM
AGREEMENT
a. Site selection and Sections 5(a)(i) and 6(a)(i)-(iv), Exhibits Not Applicable Items 7 and 11
acquisition/lease 3 and 5
Not Applicable
b. Pre-opening Sections 5(a)(ii), 5(a)(v), and 6(a)(v)- Not Applicable Items 7 and 8
purchases/leases (vii)
Not Applicable
c. Site development and Section 6(a) Not Applicable Items 7 and 11
other pre-opening
requirements
Not Applicable
d. Initial and ongoing Sections 5(a)(iii), 6(a)(ix), and 6(b)(x) Not Applicable Items 6, 7 and 11
training
Not Applicable
e. Opening Sections 5(a)(vii) and 6(a)(x) Sections 1 and 2 Items 7 and 11
Not Applicable
f. Fees Sections 4 and 8 Sections 3 and 4 Items 5 and 6
Section 1
g. Compliance with Sections 5(a)(v), 5(b)(i), 6(b)(i), 6(b)(iv), Not Applicable Items 8 and 11
standards and 6(b)(xiv), 7(v), 10(a)-(c), and the
policies/Operating preamble to Section 6
Not Applicable
Manual
h. Trademarks and Sections 9 and 10(d) Not Applicable Items 13 and 14

proprietary information
Not Applicable
i. Restrictions on Sections 7(a)-(d) and 7(l) Not Applicable Items 8 and 16
products/services offered
Not Applicable

27
PROGRAM
AGREEMENT
j. Warranty and customer Section 6(b)(xi) Not Applicable Item 11
service requirements
Not Applicable
k. Territorial development Section 2 Not Applicable Item 12
and sales quotas
Not Applicable
l. Ongoing product/service Sections 6(b)(vii), 7(c), and 7(d) Not Applicable Items 8 and 16
purchases
Not Applicable
m. Maintenance, Sections 3(b)(v), 5(b)(i), 6(b)(i), 6(b)(iii), Not Applicable Item 11
appearance and and 6(b)(vi)
remodeling requirements
Not Applicable
n. Insurance Section 18 Not Applicable Items 6, 7 and 8
Not Applicable
o. Advertising Section 11 Not Applicable Items 6, 8, and 11
Not Applicable
p. Indemnification Section 20(b) Not Applicable Item 6
Not Applicable
q. Owner’s participation/ Sections 6(b)(ix), 7(k), 7(q), and 7(v) Not Applicable Items 11 and 15
management/staffing
Not Applicable
r. Records/reports Sections 5(c)(v), 7(r)-(t), and 22(a) Not Applicable Item 6
s. Inspections/audits Sections 5(b)(i), 7(t), 13(l), 16(a)(ix), Not Applicable Item 11

and 22(a)
t. Transfer Section 13 Section 6 Item 17
Section 4
u. Renewal Section 3(b) Not Applicable Item 17
Not Applicable
v. Post-termination Section 16 Not Applicable Item 17
obligations
Not Applicable

28
PROGRAM
AGREEMENT
w. Non-competition Section 12 Not Applicable Item 17
covenants
x. Dispute resolution Section 24 Sections 10 and Item 17
11
Sections 8 and 9
ITEM 10:
FINANCING
Multi-Unit Note
Under the Multi-Unit Program, if you are a qualified AAO who meets certain performance benchmarks, you
will have the option to enter into a Franchise Agreement for up to two additional Brightway Locations. The
initial franchise fee for both locations will be a total of (i) $60,000 to open two additional Retail Agencies in
Florida, (ii) $50,000 to open two additional Retail Agencies outside of Florida, or (ii) $10,000 to $30,000 to
open two additional Office Agencies (“Multi-Unit Fee”). The Multi-Unit Fee for the option to open two
additional Office Agencies will vary based solely on your current commission fee structure. If you have paid the
Commission Enhancement Fee at any time before entering into a Multi-Unit Program Agreement, the Multi-
Unit Fee will be $30,000 and your two additional locations will be eligible for the higher retained commission
split. Otherwise, the Multi-Unit Fee will be $10,000 and you will be required to separately pay a Commission
Enhancement Fee for each additional location if you later choose to opt into the higher retained commission
split structure. You may finance the Multi-Unit Fee under our prescribed form of promissory note (described
below), with the first payment due under the note deferred for a period of five years. If you keep all of your
Brightway Locations open and operating for a five-year period and do not receive a default notice from us
during this timeframe, we will forgive the amounts otherwise due under the initial fee note. The terms of our
prescribed form of promissory note are as follows:
(i) a principal balance equal to the financed portion of your Initial Fee;
(ii) a note term of seven years from the first payment date, which is comprised of 84 monthly
payments of principal and interest;
(iii) the accrual of interest at a rate equal to the greater of: (a) 2% above the prime rate announced
from time to time by The Wall Street Journal (to be adjusted on an annual basis on the last business day of the
year), or (b) 10%; and
(iv) the outstanding principal balance may be prepaid by you at any time, without penalty
(provided, however, that no partial prepayments shall be permitted).
Commission Enhancement Note
We offer new and certain qualified AAOs the opportunity to opt into an enhanced commission structure which
provides for a higher commission split for the AAO than the Office Agency model without commission
29
enhancement. All AAOs who opt into the enhanced commission structure may pay a lump sum Commission
Enhancement Fee of $20,000. If you qualify for a veteran discount, your non-financed Commission
Enhancement Fee will be discounted by 10%. AAOs who opt into this enhanced structure at any time after
executing the Franchise Agreement must meet certain minimum performance criteria, which may include,
without limitation, having a sufficiently large a book of business or a sufficiently long history of operating in
good standing, as well as pay the Commission Enhancement Fee in lump sum.
We also offer qualified AAOs an opportunity to finance the Financed Enhancement Fee pursuant to our
prescribed form of promissory note that includes the following terms:
(i) a principal balance equal to $28,800 (not subject to any veteran discount);
(ii) if you are financing the Commission Enhancement Fee at the time you sign your Franchise
Agreement, and unless the Franchise Agreement or governing Commission Enhancement Addendum (see
Exhibit N) is terminated or assigned to a third party, no amount shall be due or payable until the 21st day of the
nineteenth (19th) month after you open your Brightway Location. On that date, and for exactly forty-seven (47)
months subsequent (48 monthly payments total), you will be responsible for making a monthly payment of Six
Hundred Dollars ($600);
(iii) if you are financing the Commission Enhancement Fee after your Brightway Location is already
open, and unless the Franchise Agreement or governing Commission Enhancement Addendum (see Exhibit N)
is terminated or assigned to a third party, no amount shall be due or payable until the 21st day of the
nineteenth (19th) month after the effective date of the Commission Enhancement Addendum and note. On
that date, and for exactly forty-seven (47) months subsequent (48 monthly payments total), you will be
responsible for making a monthly payment of Six Hundred Dollars ($600);
(iv) upon the earlier of (a) the termination or expiration and non-renewal of the Franchise
Agreement, (b) any transfer or assignment of the Franchise Agreement to a third party, if the assignee does
not also assume this Note, or (c) the termination of the Commission Enhancement Addendum (if applicable),
the aggregate unpaid principal amount shall be immediately due and payable on the 21st day of the following
month;
(v) no interest shall accrue on the note;
(vi) any payments not made within five (5) days of the date due shall be subject to a five percent
(5%) late fee;
(vii) the outstanding principal balance may be prepaid by you at any time, without penalty, if paid
in full; and
(viii) you may make exactly one (1) partial prepayment per 365-day period without penalty,
provided, however, that no additional partial prepayments shall be permitted during a single 365-day period.
Retail Agency Initial Fee and Conversion Financing
We offer new AAOs and qualified Office Agency owners the option of financing a portion of the Initial Fee for
opening or converting to a Retail Agency. The total Initial Fee for a financed Retail Agency in the state of
Florida is $73,200. The total Initial Fee for a financed Retail Agency outside of Florida is $63,200.
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For financed Retail Agencies in the state of Florida, you must pay $30,000 in lump sum at the time you execute
your Franchise Agreement, and enter into our prescribed form of promissory note pursuant to which the
remaining $43,200 will be financed. For financed Retail Agencies outside of Florida, you must pay $20,000 in
lump sum at the time you execute your Franchise Agreement, and enter into our prescribed form of
promissory note pursuant to which the remaining $43,200 will be financed. If you qualify for a veteran
discount, your lump sum payment will be discounted by 10%.
Current commission-enhanced Office Agency owners who wish to convert to a Retail Agency may pay a
conversion fee of $30,000 in lump sum (subject to any veteran discount), or enter into our prescribed form of
promissory note pursuant to which a $43,200 conversion fee will be financed by us. We do not currently
finance the conversion fee for any Office Agency owner who has an outstanding principal balance on a
Commission Enhancement Note. In order to qualify for conversion fee financing, you must first fully satisfy all
outstanding notes with us.
The Retail Agency Initial Fee and Conversion promissory note includes the following terms:
(i) a principal balance equal to $43,200 (not subject to any veteran discount);
(ii) if you are financing the Retail Agency Initial Fee, and unless the Franchise Agreement is
terminated or assigned to a third party, no amount shall be due or payable until the 21st day of the nineteenth
(19th) month after you open your Brightway Location. On that date, and for exactly forty-seven (47) months
thereafter (48 monthly payments total), you will be responsible for making a monthly payment of Nine
Hundred Dollars ($900);
(iii) if you are financing the Retail Agency Conversion Fee, and unless the Franchise Agreement or
Retail Agency Conversion Addendum (See Exhibit F-2) is terminated or assigned to a third party, the first
payment shall be due on the 21st day of the month following the effective date of the note. On that date, and
for exactly forty-seven (47) months thereafter (48 monthly payments total), you will be responsible for making
a monthly payment of Nine Hundred Dollars ($900);
(iv) upon the earlier of (a) the termination or expiration and non-renewal of the Franchise
Agreement, or (b) any transfer or assignment of the Franchise Agreement to a third party, if the assignee does
not also assume this Note, the aggregate unpaid principal amount shall be immediately due and payable on
the 21st day of the following month;
(v) no interest shall accrue on the note;
(vi) any payments not made within five (5) days of the date due shall be subject to a five percent
(5%) late fee;
(vii) the outstanding principal balance may be prepaid by you at any time, without penalty, if paid
in full; and
(viii) you may make exactly one (1) partial prepayment per 365-day period without penalty,
provided, however, that no additional partial prepayments shall be permitted during a single 365-day period.

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General Notes to all Financing Offers
In the event you default under the terms of a note, such default will also be considered a default under your
Franchise Agreement. In addition, in the event you default under the terms of the Franchise Agreement, such
default will be considered a default under the note.
In the event you default under the terms of the note, interest will then accrue at the highest rate permitted
under existing Florida law, not to exceed 18%, on the then-outstanding principal balance and accrued interest
(if applicable), until such time as you make such payments to us. In addition, if you default we will have the
option to declare all of the then-outstanding principal balance and all accrued interest immediately due and
payable. Furthermore, we will have the right to offset against any amounts we owe you under your Franchise
Agreement against any amounts you owe us under the terms of a note. If you default, you will be required to
pay all of our costs of collection and enforcement of the note, including reasonable attorneys’ fees, costs, and
expenses. The terms of each note require you to consent to a confession of judgment, to waive notice and
waive your right to a jury trial, as well as presentment, protest and notice of dishonor.
The note must be guaranteed by all persons owning an equity interest in AAO and their spouses. The form of
guaranty is attached to the notes found in Exhibit F-2, Exhibit F-3, Exhibit I and Exhibit N to this Disclosure
Document. It is not our practice to sell, assign, or discount to a third party all or part of the financing
arrangement.
Except as otherwise provided above, we do not offer direct or indirect financing. We will not guarantee your
note, lease or other obligation.
ITEM 11:
FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS & TRAINING
Except as listed below, we are not required to provide you with any assistance.
Our Obligations Prior To Opening
Before you open your business, we will:
1. Provide you, to the extent we deem appropriate at our sole discretion, with information
concerning site evaluation, as well as preliminary plans and layouts for your Brightway Location. (Franchise
Agreement, Section 5(a)). We will review your preliminary and final plans and specifications of your Brightway
Location, and you may not move forward until you receive our approval. (Franchise Agreement, Section 6(a)).
We will review your lease for your business premises and you may not sign the lease until you receive our
approval. (Franchise Agreement, Section 6(a)). You will acquire or lease your premises from a third party. We
will not own or lease the premises to you. Franchisees may elect to open from a home office location, in which
case these obligations will be performed within 90 days of opening.
2. Provide you, to the extent we deem appropriate at our sole discretion, with standards and
specifications for fixtures, furniture, finishes, signs, improvements, equipment and other related facilities
required for use in your Brightway Location. (Franchise Agreement, Section 6(a)).
3. Provide you, to the extent we deem appropriate at our sole discretion, with information
concerning sources of signs, equipment, fixtures, furnishings, improvements and other products and services
required for the buildout and operation of your Brightway Location. (Franchise Agreement, Section 5(a)).
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4. Provide you with initial training for your Principal and your other initial employees, as
described below. The new hire set-up fee applicable to any additional trainees will be set forth in our Manual
and is subject to change from time to time at our sole discretion. Your producers are required to successfully
complete our training program. (Franchise Agreement, Section 5(a).
5. Provide you with such pre-opening or opening assistance in the initial operation of your
business as we deem appropriate.
6. Provide you with access to the Manual, which describes our System and the mandatory and
recommended standards and procedures for the operation of your business. The Manual remains our
property. We retain the right to change the Manual and the elements of the System at any time, and you agree
to comply with such new or changed provisions. (Franchise Agreement, Section 10(a)).
7. Provide you with specifications of all computer software programs that are required in the
operation of your business, including but not limited to the Brightway Technology Specifications, which
programs may be updated or modified by us from time to time. Any proprietary programs shall remain our
property and shall be on loan to you. (Franchise Agreement, Section 5(a)).
8. Provide you, to the extent we deem appropriate in our sole discretion, with access to our
website, as well as a webpage dedicated to your Brightway Location that you must use in conjunction with the
operation of your Brightway Location. (Franchise Agreement, Section 5(a)).
9. Provide you with express authorization to open your business for operation. You must open
your business for operations no later than 180 days after the date the effective date of your Franchise
Agreement. (Franchise Agreement, Section 6(a)).
Selecting the Location for Your Business
We will provide you with information regarding our standards for site selection. We must approve the
proposed site for your Brightway Location. (Franchise Agreement, Section 6(a)). We may approve or deny any
proposed site at our sole discretion. You may execute the Franchise Agreement prior to selecting a site for
your business. If no site has been designated at the time you sign the Franchise Agreement, you must enter
into our form of Site Selection Addendum, attached as Exhibit 5 to the Franchise Agreement. Once you
propose a site, we will have 21 days to review it; we will notify you of approval or disapproval of the proposed
site within the 21-day period. (Franchise Agreement, Exhibit 5).
A typical Retail Agency will occupy approximately 900 to 1,300 square feet of retail space. A typical Office
Agency will occupy approximately 100 to 600 square feet of professional office space.
We do not select the site for your Brightway Location. You are solely responsible for selecting the site of your
Brightway Location. If we offer assistance to you in this regard, you may not construe our assistance as a
guarantee or other assurance that the site will necessarily be successful. Our acceptance of a site only
indicates our willingness to be represented by you at that site. The factors we consider in approving Brightway
Locations include but are not limited to general location and neighborhood, traffic patterns, parking, retail
nature of location (preferably, for Retail Agencies, within strip malls or similar locations), physical
characteristics of buildings, accessibility, availability for prominent signage (for Retail Agencies), lease terms,
competition from similar businesses in the area (including other Brightway Locations), population, and market
growth.
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You must submit a copy of any proposed lease agreement, which must be approved by us. The lease must
provide us with the right to enter the premises to make any modification necessary to protect the Licensed
Marks, and, if you are opening a Retail Agency, you must enter into a Collateral Assignment of Lease in a form
substantially the same as that attached as Exhibit L to this Disclosure Document. Under this Collateral
Assignment of Lease, we will receive notice of your default of the lease, a right to cure such default, the right
to assume the lease, and the right to sublease or assign the lease to another Brightway System franchisee.
Office Agencies are not currently required to execute a Collateral Assignment of Lease. We will have the right
to inspect the construction of the premises at any reasonable time. You must correct, upon our request and at
your own expense, any deviation from the approved site layout and plan and must furnish us with a copy of
the certificate of completion from your architect that the Brightway Location was built in accordance with the
approved final plans and specifications and in compliance with all applicable laws. You must then obtain our
approval of the completed construction prior to operating the Brightway Location at the approved premises.
(Franchise Agreement, Section 6(a)).
Time to Open Your Business
We estimate that it will take approximately 60-120 days from the date you sign your Franchise Agreement to
open your Brightway Location. The factors that may affect this time period include your ability to obtain a
lease or financing, building permits, zoning and local ordinances, weather, the time needed to secure carrier
appointments, construction delays, delayed installation of equipment, fixtures and signs, or delays in the
completion of your initial training. You must provide us with documentation showing you have accurately
applied for all required licenses within 90 days of signing your Franchise Agreement, and you must locate an
approved site (professional office space or retail office space, as applicable) and open your Brightway Location
to transact business with the public no later than 180 days after signing your Franchise Agreement. If you fail
to apply for all required licenses and/or commence operating within this timeframe, we have the right to
terminate the Franchise Agreement. (Franchise Agreement, Section 6(a)).
Our Obligations After Opening
During the operation of your business, we will:
1. To the extent we deem it appropriate, provide you with:
(a) Periodic assistance in local advertising and marketing;
(b) Periodic individual or group business consulting in the operation of a Brightway

Location;
(c) Advice concerning operations of a Brightway Location;
(d) Advice and guidance with respect to new and improved methods of operation or
business procedures developed by us, as well as use of the Manual, management
materials, promotional materials, advertising formats, and the Licensed Marks; and
(e) Periodic inspections of your premises and the products and services you offer.
(Franchise Agreement, Section 5(b)).

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2. Provide you with the opportunity to participate in group purchasing programs for equipment,
supplies, and insurance that we may, from time to time, use, develop, sponsor or provide. (Franchise
Agreement, Section 5(b).
3. Approve the Principal that will work at your Brightway Location. (Franchise Agreement,
Section 7(l)).
4. Use our commercially reasonable best efforts to provide you with access to, and the
opportunity to write insurance for, certain of the Contracted Companies (but only for the lines of business and
types of policies we specify, at our discretion). We will not be required to undertake such efforts with regard to
any insurance business for which your staff is not properly licensed or sufficiently trained, as determined at our
sole discretion. (Franchise Agreement, Section 5(c)).
5. Provide you with access to our “Service Center,” which provides you with service and support
for all of your client accounts. (Franchise Agreement, Section 5(c)).
6. Provide technology and other services, to the extent we deem necessary at our sole discretion,
with regard to accounting for, and processing of, all applications for insurance policies and all policies issued,
renewed, endorsed, changed, serviced, delivered or canceled on behalf of your client accounts. (Franchise
Agreement, Section 5(c)).
7. Subject to the approval of our carrier, we will endorse our Errors and Omissions insurance
policy to provide Errors and Omissions insurance to you, at your expense. (Franchise Agreement, Section 5(c)).
8. Provide you with information regarding your client accounts, including statements and other
information received from Contracted Companies relating to such client accounts. Such information will be
given in a form and manner we specify. (Franchise Agreement, Section 5(v)).
9. If you elect to conduct opening advertising, work with you to determine an appropriate
amount to spend. (Franchise Agreement, Section 11(f)).
10. If we decide to do so, implement incentive programs to reward AAOs for their performance.
Currently, we offer a “Horizons” incentive program through which Retail Agency AAOs are able to retain a
higher percentage of Brightway Sales Commissions for new policies written. We also currently offer new AAOs
who satisfy our current minimum operational and performance criteria the opportunity to retain additional
Brightway Sales Commissions during the first two years of operations pursuant to the “Sunrise” bonus
program. See Item 6. You must qualify for these types of programs, which are purely voluntary, and we have
the right to stop offering incentive programs at any time.
Advertising
We reserve the right to establish a national advertising and marketing fund (the “Advertising Fund”) for the
common benefit of the System. If we establish an Advertising Fund, you must participate in and contribute an
amount we specify, which will not exceed 3% of your Brightway Sales Commissions, on a monthly basis to the
Advertising Fund in the manner we prescribe. We have the right to use the Advertising Fund contributions, at
our sole discretion, to develop, produce, and distribute national, regional and/or local advertising and to
create advertising materials and public relations that promote, in our sole judgment, the services offered by
System AAOs. We may use the Advertising Fund to satisfy any and all costs of maintaining, administering,
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directing, preparing, and producing advertising, including: (a) the cost of preparing and producing television,
radio, magazine, and newspaper advertising campaigns; (b) the cost of direct mail; (c) the cost of public
relations activities and advertising agencies; (d) the cost of developing and maintaining an Internet website;
and (e) personnel and other departmental costs for advertising that we internally administer or prepare.
Nevertheless, not all System AAOs will benefit directly or on a pro rata basis from such expenditures. While we
do not anticipate that any part of the Advertising Fund contributions will be used for advertising which is
principally a solicitation for the sale of franchises, we reserve the right to use the Advertising Fund for public
relations or building recognition of the Brightway brand and to include a notation in any advertisement
indicating “Franchises Available”. (Franchise Agreement, Section 11(d)).
We have the sole right to determine how to spend contributions to the Advertising Fund, or any funds from
any other advertising program, and the sole authority to determine the selection of the advertising materials
and programs; provided, however, that we will make a good faith effort to expend such funds in the general
best interests of the System on a national or regional basis. We may use the Advertising Fund to maintain high
quality standards through customer surveys, customer interviews, and other similar initiatives. We have the
right to reimbursement from the Advertising Fund contributions for reasonable costs and overhead as we may
incur in activities which are reasonably related to directing and implementing the Advertising Fund and
advertising programs for AAOs and the System, including costs of personnel for creating and implementing
advertising, promotional and marketing programs. Our contribution to the Advertising Fund for subsequent
company-owned or affiliate-owned units will be equal to that provided for in our Franchise Disclosure
Document in the year the Advertising Fund is implemented. If the advertising contribution for the System
decreases at any time, we have the right to reduce our contribution from company-owned and affiliate-owned
units to the rate specified for franchised locations. There is no requirement that the Advertising Fund be
audited. Upon your written request, we will provide you with an unaudited accounting of Advertising Fund
contributions and expenditures within 120 days of the end of the fiscal year. Although we anticipate that all
Advertising Fund contributions will be spent in the fiscal year they accrue, if we do not spend all Advertising
Fund contributions by the end of each fiscal year, the remaining amounts may be carried over to be expended
during the next fiscal year. (Franchise Agreement, Section 11(d)).
We are currently in the process of creating a franchisee advisory council. This advisory council will not be
directly associated with the Advertising Fund, but we reserve the right to modify the scope, authority or any
other characteristic of the franchisee advisory council at any time. We have the right to require that an
advertising cooperative and/or franchisee advisory council be formed, changed, dissolved or merged. We are
not required to spend any amount on advertising in your area. (Franchise Agreement, Section 11(d)).
Additionally, while we do not currently have a local advertising requirement, we reserve the right to require
you to spend up to 3% of Brightway Sales Commissions per month on local advertising (the “Local Advertising
Requirement”). You must spend the Local Advertisement Requirement as we prescribe in the Manual or
otherwise in writing, which may include, without limitation, requirements for placing a certain number of
and/or types of media advertisements. Your Local Advertising Requirement must be expended regardless of
the amounts spent by other System franchisees on local advertising. You may spend any additional sums you
wish on local advertising. (Franchise Agreement, Section 11(e)).
You must use only advertising and promotional materials as have been previously approved by us. If we do not
approve of your proposed advertising materials in writing within 30 days of receipt, the proposed advertising
materials will be deemed rejected, unless we subsequently convey otherwise. (Franchise Agreement, Section
11(c)). In the event the Local Advertising Requirement is implemented, you will submit to us an annual plan for

36
your expenditure of your Local Advertising Requirement. You must send us proof of these expenditures within
15 days of the end of each quarter. (Franchise Agreement, Section 11(e)).
We strongly recommend that you conduct an opening advertising program to promote the opening of your
Brightway Location during the first 60 days following your soft opening. If you elect to do so, the amount of the
opening advertising will be dependent on the unique circumstances of each AAO, and we will work with you to
determine an appropriate program during the time period following the execution of your Franchise
Agreement and prior to your opening. All advertising must be approved by us in writing prior to publication.
(Franchise Agreement, Section 11(f)).
We will have the right, in our discretion, to designate any geographical area for purposes of establishing a
regional advertising and promotional cooperative (“Cooperative”), and to determine whether a Cooperative is
applicable to your Brightway Location. If a Cooperative is established applicable to your Brightway Location,
you must participate in the Cooperative. Cooperative contributions will be credited towards the Local
Advertising Requirement. Cooperative contributions will not exceed the maximum 3% Local Advertising
Requirement unless a majority of the Cooperative votes to increase that requirement. (Franchise Agreement,
Section 11(g)).
Computer Equipment
You are required to purchase , license, install and maintain all required hardware and software from a required
vendor as specified in the Brightway Technology Specifications, as well as any other computer hardware and
software required by us from time to time. The computer system includes several required software programs
and will be used for daily functions and operation of the Brightway Location, such as tracking and entering
policies, generating reports, and analysis of financial information relating to the Brightway Location.
You may not sell, lease or authorize the use of such programs and software to anyone else. You may not
configure, program or change any such programs or software. You can only access client account information
through the specified programs via the Internet. You have the sole and complete responsibility for: (a) the
acquisition, operation, maintenance, and upgrading of any computer hardware and software used in
connection with operation of the Brightway Location; and (b) any and all consequences that may arise if the
computer hardware and software is not properly maintained, operated, and upgraded. We have the right to
require you to enter into a separate maintenance agreement for computer hardware and software. You must
indemnify and hold us and our affiliates harmless from claims arising out of or connected with an interruption
in Internet services or from any unauthorized use of or access to client account information through the
Internet.
You must have and maintain adequate hardware and software in order to access the Internet at the speed we
require. You must maintain an email account that we designate and we will have independent access to all
emails and other information stored on your emails account. You must also give us electronic access to any
other information on your computer that we request. No contractual limitation exists on our right to access
the information.
We and/or our affiliates are the lawful, rightful and sole owner of the Internet domain names
www.brightway.com, www.brightwayinsurance.com and www.brightwaydifference.com (collectively, the
“Brightway Web Presence”), as well as any other Internet domain names registered by us, and you do not have
any ownership interest in such domain names or any similar Internet domain names. The websites provide
information and resources to current and prospective Brightway clients, including insurance quotes, online
37
payment options, and a searchable database of Brightway Locations. We shall have sole discretion and control
over the Brightway Web Presence and any other websites we may in the future create (including timing,
design, contents and continuation). We shall have the right to modify our website requirements as we deem
necessary or appropriate in the best interest of the Brightway System. We reserve the right to provide each
AAO with an individual website that they are required to exclusively use in the operation of their Brightway
Location. The only URL that you are permitted to use on marketing materials for your Brightway Location is
the URL provided and owned by us.
Except as approved in advance in writing by us, you may not establish or maintain a separate website, domain
name, URL, splash page, profile or other presence on the Internet, or otherwise advertise on the Internet or
any other public computer network in connection with the Brightway Location, including any profile on
Facebook, Instagram, Twitter, LinkedIn, YouTube or any other social media and/or networking site. If such
approval is granted by us, you must: (a) establish and operate such website or social media page in accordance
with Brightway System standards and any other policies we designate in the Manual or otherwise in writing
from time to time; and (b) utilize any templates that we provide to you to create or modify such site(s).
You must comply with our standards and policies related to privacy and data security, which includes taking
any actions that are necessary to ensure that your Brightway Location is compliant with all Payment Card
Industry Data Security Standards (PCI DSS) requirements. Currently, all AAOs are also required to obtain and
maintain the network firewall and associated licenses set forth in the Technology Supplement to the
Confidential Operating Manual.
You are required to participate in any System-wide computer network, intranet system or extranet system that
we implement and may be required by us to use such area computer network, intranet system or extranet
system to, among other things: (a) submit reports due under the Franchise Agreement to us online; (b) view
and print portions of the Manual; (c) download approved local advertising materials; (d) communicate with us
and other System franchisees; (e) complete any initial and ongoing training; and (f) view and retrieve standard
business forms. You must use the facilities of any such area computer network, intranet system or extranet
system in strict compliance with the standards, protocols, and restrictions that we include in the Manual,
including those related to the encryption of confidential information and prohibitions against the transmission
of libelous, derogatory or defamatory statements.
We estimate that the cost of complying with our current initial computer system requirements for a Retail
Agency will be roughly $6,000, which includes computer hardware, software, cabling, telephones, and
installation costs. The estimated cost of optional or required maintenance, updating, upgrading, or support
contracts is roughly $10,500 per year, which also includes license fees for proprietary software necessary to
operate your Brightway Location.
For an Office Agency, we estimate that the cost of complying with our current initial computer system
requirements will be roughly $3,000, including which includes computer hardware, software, cabling,
telephones, and installation costs. The estimated cost of optional or required maintenance, updating,
upgrading, or support contracts is roughly $5,000 per year, which also includes license fees for proprietary
software necessary to operate your Brightway Location.
Confidential Operating Manual
Attached as Exhibit D is a copy of the Table of Contents for our Confidential Operating Manual, as of the date
of this Disclosure Document. It indicates the number of pages devoted to each topic and the total number of
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pages in the Confidential Operating Manual. Our Confidential Operating Manual currently has 114 pages,
including the 13 page Technology Supplement.
Training
We will provide your Principal and your other initial employees with initial training regarding insurance
products, sales and marketing, sales processing, management systems, office procedures, our web-based
systems, computer software, and other matters as we deem necessary to allow you to operate your business
in a professional and successful manner. Such training is mandatory, and we will not authorize you to open
your Brightway Location until the training has been successfully completed to our satisfaction. We do not
charge you for our initial training. A new hire set-up fee applicable to any additional trainees will be set forth in
our Manual and is subject to change from time to time in our sole discretion. This fee is currently $100. We
provide the initial training program virtually via our intranet or another online portal, and do not anticipate
you will incur any direct costs (other than the optional new hire set-up fee) in connection with completing the
initial training requirements.
Your initial training will be conducted by us or our designee virtually via our intranet or other online portal, or,
if held in-person, at our corporate offices, your premises, or such other site as we designate. Training for
additional producers will be conducted by us virtually via our intranet or another online portal we designate,
or may be scheduled either at our corporate offices or at your location, subject to the availability of our
training staff. We offer our training programs periodically during the year, on an as-needed basis, subject to
the availability of our training instructors. Subsequent to your initial training, and prior to opening your
business to the public, you must be certified by us as meeting our qualifications for the sale of insurance, and
insurance agency management.
Matthew Smith supervises the Brightway training team. Mr. Smith has over 9 years of experience with us and
over 9 years of insurance experience. Mr. Smith may also enlist other staff or Brightway insurance agents to
assist him with the initial training program. The instructional materials used will include, but not be limited to,
our Brightway Training Manual and online training software. All initial training materials are proprietary and
confidential in nature and may not be used for any purpose other than providing training. Training hours
designated as “classroom” training in the chart below will be led or facilitated by a virtual training instructor
and are all in all instances mandatory. Certain “on the job” training described below is optional and designed
for you to complete independently.
The following chart summarizes, in general terms, the subjects taught during our initial training program for all
AAOs:
TRAINING PROGRAM – AAOs
HOURS OF HOURS OF
CLASSROOM ON THE JOB
SUBJECT TRAINING TRAINING LOCATION
Insurance Review – topics include 5 8 Online/virtual training portal
auto, home, flood, umbrella and
business owners’ policy reviews
Department Review – topics 4 4 Online/virtual training portal
reviewed include Accounting, Carrier
Appointments, Customer Service,
Marketing and Communications,
Social Media and Quality Assurance

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Carriers Reviews - topics include 4 80 Online/virtual training portal
carrier appetite, underwriting
guidelines, pricing, niches and the NOTE: the “On The Job”
role each carrier plays in your portion of this training module
consumer offering is voluntary
Systems - topics include systems 4 40 Online/virtual training portal
overview, how to perform common
operations within the system, quizzes
on topics and inputting sample
customers into a test database
Business Development Training - 31 0 Online/virtual training portal
topics include use cases for systems,
how and when to interact with the
Service Center, how to access and
interpret business results dashboard,
consultative sales skills, live quoting
and sales of at least one home and
one auto policy while in training
Subsequent to the date that your Brightway Location is open, we have the right at any time to require that
your Principal and/or any of your other staff attend and complete, to our satisfaction, any and all additional
training deemed necessary or appropriate by us at our sole discretion. Such training shall be conducted
exclusively by us or our designee virtually via our intranet or other online portal, or, if held in-person, at our
corporate office, your Brightway Location, or such other site designated by us. We may charge you a
reasonable fee (currently $100 per person) for such training sessions. In addition, you must pay the costs of
wages, transportation, lodging and food for your Principal and your staff during such additional training. We
may also provide such additional training at your request, at our sole discretion and subject to the availability
of our staff. We reserve the right to modify the elements of the initial training program and any additional
training programs at our sole discretion.
In addition to the training we provide, it is strongly encouraged that you periodically attend additional training
provided by the Contracted Companies. Such training classes are typically done online for one or more hours,
depending on the particular class. The Contracted Companies typically do not charge for such training, but you
are responsible for any costs or expenses associated with this training.
We may also require you to participate in Errors and Omissions loss control seminars provided by our Errors
and Omissions insurance carriers or others from time to time, at your own expense. In the event you fail to
participate in such seminars, you may be assessed an additional amount for your Errors and Omissions
coverage.
We generally do not provide training that may be required to meet continuing education or licensing
requirements even though this education is required by regulatory agencies. This training may be obtained
from industry groups, professional providers or regulatory agency sponsored events. It is your sole
responsibility to ensure that you meet any continuing education or licensing requirements.

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ITEM 12:
TERRITORY
Approved Location and Relocation
Under the Franchise Agreement, you may only operate your Brightway Location at a specific location which
must be approved by us (the “Premises”). If you have not yet secured a site for your Brightway Location at the
time you sign the Franchise Agreement, you will enter into our Site Selection Addendum, attached as Exhibit 5
to the Franchise Agreement, which will govern the site selection process. You may not conduct any business at
the Premises other than the Brightway Location.
A Retail Agency must always be located in an approved retail office space, and an Office Agency must be
located in an approved professional office space. We reserve the right to determine, in our sole discretion,
what constitutes a “retail space”, however in all instances a retail space must have some exterior signage. You
must obtain our approval prior to relocating your Brightway Location for any reason, and our approval of any
proposed relocation shall be conditioned on your compliance with our then-current minimum staffing
requirements. If you fail to meet our then-current staffing requirements, your Brightway Sales Commissions
for a Retail Agency will convert to the rates applicable to a commission-enhanced Office Agency until such time
as you have complied with our then-current staffing requirements.
If, for any reason, the term of your lease is shorter than the term of the Franchise Agreement and the lease
cannot be renewed or extended, or you cannot continue for any other reason to occupy the Premises, you
must first obtain our consent and then relocate your Brightway Location to a mutually acceptable site to
complete the unexpired portion of the term of the Franchise Agreement. You must notify us of your intention
to relocate, procure a site acceptable to us at least 90 days prior to closing operations at your current
Premises, and open for business at the new Premises within 30 days of closing business at your existing
Premises. Our determination of whether to approve your new Premises will be based on our then-current site
selection criteria, which includes general location and neighborhood, traffic patterns, parking, retail nature of
location (preferably within strip malls or similar locations for Retail Agencies), physical characteristics of
buildings, accessibility, availability for prominent signage, lease terms, and competition from similar businesses
in the area.
You do not have the right to: (a) construct or operate any additional, expanded or modified facilities on the
Premises, nor any right to construct or operate the Brightway Location at any other location; (b) offer any
product or service via e-commerce; (c) establish an independent website or URL incorporating the Licensed
Marks or any variation of the Licensed Marks; or (d) distribute, market, or implement our products and
services in any channel of distribution not specifically identified in the Franchise Agreement.
There are no restrictions on the areas in your state in which you may solicit or accept new customers, nor are
other franchisees restricted from soliciting new customers in the area of your Brightway Location. Neither we
nor other franchisees are required to compensate you for soliciting or accepting orders from new customers
located within the area surrounding your Brightway Location. You may not solicit or accept new customers
from outside the state where your Brightway Location is located unless we have authorized you to do so, and
then only in those states expressly authorized by us. Currently, AAOs operating in a border county are
authorized to solicit and accept orders from the proximate neighboring state if they meet our then-current
minimum operational standards. Other AAOs may request the ability to sell in particular states, and these
requests will be evaluated on a case-by-case basis. We may change the minimum operational standards or
eligibility criteria at any time, or terminate or revoke the ability to advertise or sell outside of the state where

41
your agency is located. You may be required to enter into our then-current form of non-resident appointment
approval agreement before we approve any request for interstate authorization.
No Exclusive Territory – Franchise Agreement
You will not receive an exclusive territory. You may face competition from other franchisees, from outlets that
we own, or from other channels of distribution or competitive brands that we control.
We may establish, within or outside your immediate geographic area, other franchised or company-owned
Brightway Locations that may compete with your location using our trademarks or different trademarks.
However, the Franchise Agreement provides that we will not establish any franchised or company-owned
Brightway Locations in the immediate vicinity of your Brightway Location unless in good faith we believe that
the market in which your Brightway Location is located can reasonably be expected to sustain both your
Brightway Location and such other new franchised or company-owned Brightway Location.
No Exclusive Territory –Multi-Unit Program Agreement
You will not receive an exclusive territory. You may face competition from other franchisees, from outlets that
we own, or from other channels of distribution or competitive brands that we control.
Under the Multi-Unit Program Agreement, existing AAOs can secure the right to open up to two additional
Brightway Locations. Except as provided for in the Multi-Unit Program Agreement, you do not have the right to
acquire additional Brightway Locations, although you may apply for the right to operate additional Brightway
Locations under separate Franchise Agreements. Multi-Unit Program Agreement does not provide you with
any exclusive territory.
Your option to open a second location is dependent upon satisfying certain qualifications and eligibility criteria.
Accordingly, your Franchise Agreement does not automatically grant you the right to acquire an additional
Brightway Location, and you shall have no protected territorial or other rights in connection with any
additional Brightway Location.
Reservation of Rights
We and our affiliates reserve the right, at our sole discretion, to: (a) use the Licensed Marks and Brightway
System in connection with ancillary services and products, promotional and marketing efforts or related items,
or in any alternative channels of distribution (including the Internet), without regard to location; (b) acquire,
be acquired by, merge with, engage in joint ventures with, or otherwise affiliate with, and own and operate
and franchise others the right to own and operate, any business of any kind, including businesses that offer
products or services that are similar to those provided by a Brightway Location; and (c) use the Licensed Marks
and Brightway System, and license others to use the Licensed Marks and Brightway System to engage in any
other activities not expressly prohibited in the Franchise Agreement. Nothing in the Franchise Agreement
provides you with the right to conduct in any of the above listed activities or share in the revenue generated by
any of these activities.
ITEM 13:
TRADEMARKS
We grant you the right to operate your business under the name “Brightway Insurance” and to use our current
or future common law or registered trademarks in the operation of your Brightway Location (provided they are
42
used as approved by us and in accordance with our specifications). By trademarks, we mean trade names,
trademarks, service marks and logos used to identify your business or the services you provide. You may not
use any other name or trademark in conducting your business.
The following trademarks are registered by Brightway with the United States Patent and Trademark Office
(“USPTO”) on the Principal Register for franchising services and/or insurance agency and brokerage services:
Registration
Trademark Registration Date
No.
4023007 September 6, 2011
BRIGHTWAY INSURANCE 4029015 September 20, 2011
4253867 December 4, 2012
(with the color blue claimed as a feature of the mark)
5107663 December 27, 2016
THE INSURANCE AGENCY REINVENTED 4050914 November 1, 2011
We have filed all required affidavits in connection with the trademark registrations described above. You must
follow our rules when you use these trademarks. You cannot use the trademarks (or any marks, names or
indicia which are or may be confusingly similar to the trademarks) as part of your corporate, limited liability
company, partnership or other business entity name. You may not use the trademarks in connection with the
sale of any unauthorized products or services or in any manner not authorized in writing by us.
There are currently no effective material determinations of the USPTO, the Trademark Trial and Appeal Board,
or any trademark administrator of any state or any court relating to the trademarks. There are no known
pending infringement, opposition or cancellation proceedings or material litigation involving the trademarks.
There are no agreements currently in effect that significantly limit our right to use or license the use of the
trademarks in any manner material to you. We do not know of either superior prior rights or infringing uses
that could materially affect your use of the trademarks in any state.
We have the right to control any litigation or administrative proceeding regarding the Licensed Marks. You are
required to promptly notify us of any claim, demand or cause of action that we may have based upon or arising
from any unauthorized attempt by any person or legal entity to use our trademarks or any variation of our
trademarks. You are required to assist us, upon our request and at our expense, in taking such action, if any, as
we may deem appropriate to stop such activities, but you may not take any action or incur any expenses on
43
our behalf without our consent. We will take any action we think is appropriate but are not required to do so.
If we undertake the defense or prosecution of any litigation relating to our trademarks, you must fully
cooperate with us to carry out such defense or prosecution. If we, at our sole discretion, determine that you
have used our marks in accordance with your Franchise Agreement, we shall bear the cost of such defense,
including the cost of any judgment or settlement. If we, at our sole discretion, determine that you have not
used our marks in accordance with your Franchise Agreement, you shall bear the cost of such defense,
including the cost of any judgment or settlement. In the event of any litigation relating to your use of our
marks, you shall execute any and all documents and do such acts as we deem necessary.
You may not directly or indirectly contest the validity, or our ownership, of the trademarks. Without our
written consent, you are not permitted to cause or allow any of our trademarks, or any words, slogans,
symbols, logos, designs or terms confusingly similar to our trademarks, to be used or displayed in whole or
part: (a) as, or as a part of, an Internet domain name; (b) on or in connection with Facebook, Instagram,
Twitter or any other social media platform; or (c) on or in connection with any Internet home page, website,
bulletin board, newsgroup, chat group, buddy list, instant messenger, meta-tag (or the comparable identifier in
any future technology) or other Internet-related activity, without our prior written consent. All of your
business conducted via the Internet must be done only through our website at the URL we designate.
We have the right, at our sole discretion, to designate one or more new, modified or replacement trademarks
for the System, and may require you to use such new, modified or replacement trademarks in addition to or in
lieu of the trademarks listed above in this Item 13. All costs and expenses associated with your use of any such
new, modified or replacement trademarks will be your sole responsibility. You must discontinue using all
marks which we have notified you, in writing, have been modified or discontinued, within 10 days of receiving
written notice, and you must promptly begin using the additional, modified or substituted marks.
ITEM 14:
PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION
We do not own any registered patents which are material to the franchise. We claim common law copyright
and trade secret protection for several aspects of the System, including our onboarding process and the
Manual, as described below. We do not have any federal copyright registrations which are presently material
to the franchise offered.
We possess certain proprietary and confidential information relating to the operation of the System, which
includes certain proprietary trade secrets, methods, techniques, formats, specifications, systems, procedures,
methods of business practices and management, sales and promotional techniques and knowledge of, and
experience in, the operation of the Brightway Location (the “Confidential Information”). Our Confidential
Information also includes: (a) site selection criteria and plans and specifications for the development of
Brightway Locations; (b) sales, marketing and advertising programs and techniques; (c) information about
Contracted Companies, other suppliers, and knowledge of specifications and pricing for authorized products,
supplies and equipment; (d) methods of management; (e) Brightway Technology Specifications and other
information regarding computer systems and software programs, including the Internet-based Agency
Management System; (f) the Confidential Operating Manual; (g) lists of client accounts and prospects; (h)
policy expiration lists, and (i) all other client account records, documents and information.
You must operate your Brightway Location in accordance with our standards, specifications, policies and
procedures as set forth in the Manual or otherwise communicated to you. You must treat the information
contained in the Manual and any other manuals or supplemental material supplied by us as Confidential

44
Information. The Manual is copyrighted proprietary material, and you may not duplicate, copy, disclose or
disseminate the contents of the Manual without our prior written consent. We have the right to modify or
supplement the Manual upon notice or delivery to you, and you must promptly comply with all such changed
requirements. There are no current determinations, proceedings or litigation involving any of our copyrighted
materials. Should you become aware that any unauthorized third party is using any of our copyrighted
materials, you must notify us of such unauthorized use.
You may not divulge or use any of our Confidential Information during or after the term of the Franchise
Agreement, except as expressly permitted by the terms of the Franchise Agreement in connection with the
operation of your Brightway Location. Confidential Information made available to you may not be divulged to
any person other than your employees or advisors who reasonably need access to such information for
purposes of fulfilling their employment or contractual responsibilities. All employees to whom the information,
or any of it, is made available shall be informed of this obligation and must sign a written confidentiality
agreement (on our standard form, which is included in the Manual). If you are a corporation, limited liability
company, partnership, or other business entity, we will require your shareholders, members, partners or other
equity owners to sign an agreement which binds them to the confidentiality provisions of the Franchise
Agreement. We are not required by any agreement to protect or defend copyrights or Confidential
Information, although we intend to do so as appropriate.
The Franchise Agreement provides that if you, your employees, or principals, develop any new concept,
process or improvement in the operation or promotion of the Brightway Location, you must promptly notify
us, and provide us with all of the information necessary to implement the improvement, without any
compensation. Any such concept, process or improvement will become our sole property and we will be the
sole owner of all patents, patent applications, trademarks, copyrights and other related intellectual property
rights. You and your principals and agents must assign to us any rights you may have or acquire, including the
right to modify such concept, process or improvement, and otherwise waive and/or release all rights of
restraint and moral rights. You and your principals and agents must agree to assist us in obtaining and
enforcing the intellectual property rights to any such concept, process or improvement in any and all countries,
and further agree to execute and provide us with all necessary documentations for obtaining and enforcing
such rights. You and your principals and agents must designate and appoint us as your agent and attorney-in-
fact to execute and file any such documentation and to do all other lawful acts to further the prosecution and
issuance of patents or other intellectual property rights related to any such concept, process or improvement.
In the event that this framework is found to be invalid or otherwise unenforceable, you and your principals and
agents must grant to us a worldwide, perpetual, non-exclusive, fully-paid license to use and sublicense the use
of the concept, process or improvement to the extent such use or sublicense would directly or indirectly
infringe your rights.
ITEM 15:
OBLIGATION TO PARTICIPATE IN
THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS
In the event you are a corporation, limited liability company, partnership or other business entity, the
“Controlling Interest” identified in your Franchise Agreement must at all times have the right to control the
operations of your business. However, you may designate another individual other than the Controlling
Interest to be your “Primary Contact” who will be our primary point of contact for any business matters
relating to the Brightway Location. The Primary Contact has the authority to make all business decisions on
behalf of AAO.

45
In addition, the person you identify as the “Designated Agency Principal” in your Franchise Agreement (who is
also referred to as the “Principal” in this Disclosure Document) shall be an individual you appoint, who: (a) has
been licensed by all applicable governmental and other regulatory authorities; (b) successfully completes all of
the required training; and (c) is approved in writing by us. A Principal can have an ownership interest in the
AAO entity but is not required to do so. In the event that a Principal resigns or is otherwise terminated from
your Brightway Location, you shall hire a replacement approved by us in writing who meets our then-current
standards for Designated Agency Principals within 30 days after termination or resignation of the prior
Principal. We reserve the right, without the obligation, to train the new Principal directly.
The Principal will also be required to execute our form of Confidentiality and Non-Compete Agreement, which
is currently attached as Exhibit M to this Disclosure Document (unless the Principal has an ownership interest
in the AAO entity, in which case the Principal will execute the Guaranty attached as Exhibit 1 to the Franchise
Agreement). Under no circumstances may any of your Brightway Location’s business be conducted unless it is
under the direct supervision of an approved Principal.
In the event you are a corporation, limited liability company, partnership or other business entity, each
individual who owns an equity interest in your entity must sign a Guaranty, under which they each assume and
agree to perform all of your obligations under the Franchise Agreement. A copy of the Guaranty is attached as
Exhibit 1 to the Franchise Agreement. If you are signing a Franchise Agreement for a Retail Agency, the spouse
of each individual who owns an equity interest in the AAO entity must also execute a Guaranty. Spouses of
individuals owning an equity interest in an AAO entity operating an Office Agency may sign a Guaranty, or
alternatively may execute our form of Confidentiality and Non-Compete Agreement, which is currently
attached as Exhibit 6 to the Franchise Agreement. If an Office Agent converts to a Retail Agency, all spouses of
individuals owning an equity interest in the AAO entity must execute a Guaranty.
You must also comply with all other staffing requirements set forth in the Confidential Operating Manual.
Currently, in addition to the Designated Agency Principal, Retail Agencies must employ at least two additional
producers to work full-time writing New Business (either from the Premises of your Retail Agency or remotely)
by no later than twelve (12) months after commencing operations. We reserve the right to amend the staffing
requirements at any time in our sole discretion.
ITEM 16:
RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL
Your relationship with us is exclusive. As such, you must sell only products and services approved by us and the
Contracted Companies, and you must use commercially reasonable efforts to sell products and services for the
Contracted Companies, lines of business, and policy types that we authorize you to sell. We will be the agent of
record for all policies that you sell. You are not permitted to be licensed as an agent, solicitor, representative
or broker for any insurance company or business other than Brightway and the Contracted Companies, unless
authorized by us in writing. We will, at our sole discretion and along with our Contracted Companies’ approval,
determine which Contracted Companies you may use. We reserve the right to change the Contracted
Companies at any time. We will provide you with notice of any changes made by us to the list of authorized
Contracted Companies and policies from time to time, and you must immediately cease selling any
discontinued policies. You must secure and keep in effect any required licenses to represent Brightway and the
Contracted Companies and are not permitted to conduct any business that has not been approved by us, or for
which you are not licensed by the appropriate insurance, securities or other regulatory authorities. You are not
permitted to conduct any business of any kind other than your Brightway Location, either from the Brightway
Location or through the corporate entity that owns and operates the franchise.

46
ITEM 17:
RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION
THE FRANCHISE RELATIONSHIP
This table lists certain important provisions of the Franchise Agreement and Multi-Unit Program Agreement.
You should read these provisions in the Franchise Agreement attached as Exhibit B to this Disclosure
Document and the Multi-Unit Program Agreement attached as Exhibit I to this Disclosure Document.
PROVISION SECTION IN SUMMARY

FRANCHISE
AGREEMENT
a. Length of the Section 3(a) The term is five years from the effective date of your Franchise
franchise term Agreement.
b. Renewal or Section 3(b) If you are not in default and continue to have the right to occupy
extension of the your premises, you may renew for successive additional five-year
term renewal terms.
c. Requirements for Section 3(b) You must: (i) give us timely notice of your wish to exercise your
you to renew or option to renew (not less than 6 months nor more than 12
extend months prior to the expiration of the term); (ii) sign our then-
current form of Franchise Agreement (which may contain
materially different terms and conditions than your original
agreement); (iii) sign a general release in favor of us and our
affiliates; (iv) not be in default of any provision of the Franchise
Agreement, including any monetary obligations; (v) demonstrate
your right to operate the Brightway Location at the approved
premises for the renewal term; and (vi) refurbish the Brightway
Location to conform to our then-current Office Specifications and
Brightway Technology Specifications.
d. Termination by you None You do not have the right to terminate the Franchise Agreement,
except as provided for by applicable state law
e. Termination by us None
without cause
f. Termination by us Section 15 We have the right to terminate the Franchise Agreement with
with cause cause.
g. “Cause” defined- Section 15(c) We have the right to terminate the Franchise Agreement after
curable defaults providing you a 15-day cure period if: (i) you fail to pay any
amounts you owe us, our affiliates, or any of our suppliers or
vendors; (ii) you fail to endorse over to us any payments
erroneously made to you by third parties or fail to deposit
customer payments in your designated bank account; (iii) you fail
to operate the Brightway Location during the months, days and
hours that we prescribe; (iv) you fail to personally supervise the
Brightway Location’s operations or employ a sufficient number of
qualified, competent personnel; (v) you fail to maintain quality
controls and standards; (vi) you fail to procure or maintain any
licenses, certifications, or permits necessary for the operation of
your Brightway Location; or (vii) you use unauthorized vendors.
Section 15(d)
We have the right to terminate the Franchise Agreement after
47
FRANCHISE
AGREEMENT
providing you a 30-day cure period if you fail to perform or
comply with any one or more of the other terms or conditions of
the Franchise Agreement, the Confidential Operating Manual or
any ancillary agreement between you and us or our affiliates.
h. “Cause” defined- Section 15(a) The Franchise Agreement will automatically terminate without
non-curable defaults notice or an opportunity to cure in the event of: (i) your voluntary
bankruptcy; (ii) your involuntary bankruptcy; or (iii) your
unauthorized transfer of the franchise or any interest in the AAO
entity or the Brightway Location.
Section 15(b) We have the right to terminate the Franchise Agreement with
notice and without providing you an opportunity to cure if: (i) you
or your principals or employees are convicted of or plead guilty or
no contest to a felony or take part in criminal acts or misconduct
related to the operation of your Brightway Location; (ii) you
commit fraud; (iii) you make any misrepresentations in
connection with the franchise application; (iv) you fail to complete
our initial training program; (v) you receive two or more written
notices of default within any 12-month period; (vi) you or your
affiliates materially breach any other agreement with us or our
affiliates; (vii) you misuse the Licensed Marks or Confidential
Information; (viii) you violate any health, safety or sanitation law,
ordinance or regulation or you operate the business in a way that
presents a health or safety hazard to any customers or the general
public; (ix) you violate the in-term restrictive covenants in the
Franchise Agreement; (x) a lien or writ of attachment or execution
is placed against you and is not released or bonded against within
30 days; (xi) you are insolvent; (xii) you abandon the Brightway
Location; (xiii) you offer any unauthorized or unapproved
products or services in connection with the operation of your
Brightway Location; (xiv) you seek an appointment with an
unapproved Contracted Company or try to sell a policy on behalf
of an unauthorized Contracted Company; (xv) you fail to maintain
insurance or to repay us for insurance; (xvi) you violate any laws
or regulations related to the insurance industry, or if there is any
government action taken against you; (xvii) you use client or
Brightway Location property for personal use, including misuse of
any customer information; (xviii) you fail to comply with any laws
or regulations regarding terrorism; (xix) you relocate the
Brightway Location without our prior consent, or fail to relocate
to an office space from a home office within 90 days of opening;
(xx) you cause us to lose our contract with any of the Contracted
Companies, or materially harm our relationship with any of the
Contracted Companies; (xxi) you fail to submit any required
financial reports; (xxii) you or any of your owners or employees
conduct themselves in a manner that, although not criminal,
reflects adversely on the System, the Licensed Marks, or the
products and services offered through the System; (xxiii) you fail
to open within 180 days of signing the Franchise Agreement; or

48
FRANCHISE
AGREEMENT
(xxiv) you misuse any proprietary software we developed for use
in the System.
i. Your obligations on Section 16 Upon termination, expiration, or transfer of the Franchise
termination/non- Agreement, you must immediately: (i) cease all operations under
renewal the Franchise Agreement; (ii) promptly pay all sums you owe us,
our affiliates, or our suppliers and vendors; (iii) cease using the
Licensed Marks and return all materials containing the Licensed
Marks; (iv) return to us the Confidential Operating Manual and all
other manuals, customer lists, proprietary materials and
Confidential Information; (v) cease using and assist in transferring
all of your telephone numbers and listings to us; (vi) remove all
signage containing the Licensed Marks; (vii) cease holding yourself
out as our franchisee; (viii) take necessary action to amend or
cancel any business name or equivalent registration which
contains our trade name or Licensed Marks; (ix) allow us to
inspect your financial records, books and other accounting
records within 24 months of the termination of your Franchise
Agreement; (x) comply with the post term covenants contained in
the Franchise Agreement; (xi) cease to use in advertising or in any
other manner any methods, procedures or techniques associated
with us or the System; (xii) execute periodically any required
papers, documents, and assurances, and otherwise comply with
our offboarding process; (xiii) turn over all customer lists and any
other information you may have about former, existing or
potential customers, and set up mail forwarding as we direct; (xiv)
set up mail forwarding as we direct; (xv) obtain an Errors and
Omissions tail policy reasonably satisfactory to us; (xvi) vacate the
Brightway Location premises; and (xvii) execute our prescribed
form of release agreement.
j. Assignment of Section 13(a) We have the right to assign our rights under the Franchise
contract by us Agreement.
k. “Transfer” by you- Section 13(b) A sale, transfer or assignment requiring our prior written consent
defined occurs if you or any person owning any direct or indirect equity
interest in you, directly or indirectly sells, assigns, transfers,
conveys, gives away, pledges, mortgages or otherwise encumbers
any interest in: (i) the Franchise Agreement or any portion of it;
(ii) your Brightway Location; (iii) the premises of your Brightway
Location; or (iv) any equity or voting interest in the AAO entity; or
if you permit the Brightway Location to be operated, managed,
directed or controlled, directly or indirectly, by any person other
than the approved Principal.
l. Our approval of Section 13(b) You may not transfer any rights in the franchise without our prior
transfer by you written consent. We have the right to condition our approval of
any sale, transfer, assignment or encumbrance as described
below.
m. Conditions for our Sections 13(e) We will approve a proposed transfer if: (i) the transferee meets
approval of transfer our qualifications; (ii) we decide that the purchase price is
reasonable; (iii) all obligations under the Franchise Agreement

49
FRANCHISE
AGREEMENT
have been satisfied; (iv) the transferee is compliant under all
agreements with us; (v) we forward you our approval of the
transferee; (vi) you request that we provide the prospective
transferee with our current form of Disclosure Document; (vii) the
transferee executes our then-current form of Franchise
Agreement; (viii) the transferee pays us a transfer fee; (ix) you
execute our prescribed form of general release; (x) the transferee
and its personnel have completed the initial training program to
our satisfaction; and (xii) you purchase an Errors and Omissions
tail policy reasonably satisfactory to us.
n. Our right of first Section 13(c) If you propose to transfer either the Franchise Agreement or all,
refusal to acquire or substantially all, of the assets used in connection with the
your business Brightway Location or any interest in your lease to any third party,
you must first offer to sell the interest to us on the same terms
and conditions as offered by such third party. You shall obtain a
letter of intent containing the terms of the offer that is signed by
you and the third party (“Letter of Intent”). If we elect not to
accept the offer within a 30-day period, you shall have a period of
up to 60 days to complete the transfer described in the Letter of
Intent subject to our transfer conditions. Any material change in
the terms of the offer will be deemed a new proposal subject to
our right of first refusal. So long as you have obtained our prior
written consent, a transfer to an existing partner or shareholder,
or a transfer as a result of the death, disability or incapacitation of
a shareholder or partner, is not subject to our first right of refusal.
o. Our option to Section 16(c) Upon termination or expiration, we have the option to purchase
purchase your the personal property associated with your business for its book
business value, which means the amount you actually paid for the personal
property less depreciation (or, if applicable, the amount of your
remaining obligations under a lease or financing agreement). We
are entitled to offset the purchase price by the amount of money
owed by you to us for any payments necessary to acquire clear
title to property or for any other debt. If we exercise this option
to purchase, we have the right to appoint a manager to maintain
operation of the Brightway Location, or we may require that you
close the Brightway Location during such period without removing
any assets. You are required to maintain in force all insurance
policies required under the Franchise Agreement until the date of
such closing. We have the unrestricted right to assign this option
to purchase personal property of the Brightway Location.
p. Your death or Section 13(d) Upon your death or disability, your rights under the Franchise
disability Agreement may pass to your heirs or beneficiaries, provided that,
within 45 days of your death or disability, they get prior written
approval, they sign the then-current form of the Franchise
Agreement or agree to assume your obligations under the
Franchise Agreement by signing a personal guaranty of your
entity’s obligations, successfully complete our initial training
program, and otherwise meet our requirements. We are under no
obligation to operate your Brightway Location during this 45-day
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FRANCHISE
AGREEMENT
period. However, we may operate your Brightway Location at
your expense. We may pay out the revenues of your Brightway
Location to cover any past, current or future obligations of your
business. We may pay ourselves a reasonable amount to
reimburse us for management services and other costs. You or
your estate will indemnify us against any and all costs and/or
liabilities in connection with, or related in any way to, the
operation (or otherwise) of the Brightway Location.
q. Non-competition Section 12(a) During the term of the Franchise Agreement, neither you, your
covenants during the guarantors or any parent, child, spouse or sibling of you or your
term of the franchise guarantors may engage, directly or indirectly, as an owner,
operator, employee, producer, agent, manager, consultant,
broker, or otherwise have any interest in any property and
casualty or life insurance-related business other than as an
authorized owner of a Brightway Location; except that you may
own equity securities of any insurance business, whose shares are
traded on a stock exchange or on the over-the-counter market so
long as your ownership interest is 2% or less of the total number
of outstanding shares of such business.
Section 12(c)
During the term of the Franchise Agreement, neither you, your
guarantors or any parent, child, spouse or sibling of you or your
guarantors may directly or indirectly solicit a prospect, customer
or client, or accept an order from a prospect, customer or client:
(i) of us or any Brightway Location as of the date of such
termination, expiration, non-renewal or transfer; (ii) to whom we
or any Brightway Location, as of the date of such expiration,
termination, non-renewal or transfer, has submitted a bid or
quotation; or (iii) that has previously been a customer or client of
us or any Brightway Location at any time during the 24 months
immediately preceding such expiration, termination, non-renewal
or transfer.
r. Non-competition Section 12(b) For a period of two years after the expiration and nonrenewal,
covenants after the transfer or termination of the Franchise Agreement, regardless of
franchise is the cause, neither you, your guarantors or any parent, child,
terminated or expires spouse or sibling of you or your guarantors may engage, directly
or indirectly: (i) as an owner, operator, employee, producer,
manager, consultant, broker, or otherwise have any interest in
any business that is competing in whole or in part with Brightway
by granting franchises or licenses to operate competing property
and casualty or life insurance agencies; or (ii) engage, directly or
indirectly, as an owner, operator, employee, agent, producer,
manager, consultant, broker, or otherwise have any interest in
any property and casualty or life insurance-related business at or
within a 20-mile radius of your former premises or any other AAO-
owned or company-owned Brightway Location that is in operation
at the time the Franchise Agreement is terminated, expires, or is
not renewed, other than as an authorized owner of another
Brightway Location.
51
FRANCHISE
AGREEMENT
Section 12(c)
For a period of two years after the expiration and nonrenewal,
transfer or termination of the Franchise Agreement, regardless of
the cause, neither you, your guarantors or any parent, child,
spouse or sibling of you or your guarantors may directly or
indirectly solicit a prospect, customer or client, or accept an order
from a prospect, customer or client: (i) of us or any Brightway
Location as of the date of such termination, expiration, non-
renewal or transfer; (ii) to whom we or any Brightway Location, as
of the date of such expiration, termination, non-renewal or
transfer, has submitted a bid or quotation; or (iii) that has
previously been a customer or client of us or any Brightway
Location at any time during the 24 months immediately preceding
such expiration, termination, non-renewal or transfer.
s. Modification of the Sections 10(b), 21(d), The Franchise Agreement may not be modified without a written
agreement and 25(n) document signed by us and you, but we may modify the System
and the Confidential Operating Manual.
t. Integration/merger Section 26(h) Only the terms of the Franchise Agreement are binding (subject to
clause state law). Any representations or promises made outside of the
Disclosure Document and Franchise Agreement may not be
enforceable. Nothing in the Franchise agreement is intended to
disclaim the representations we make in the Disclosure
Document.
u. Dispute resolution by Section 24(b) and 24(c) You must bring all disputes before our President prior to bringing
arbitration or a claim before a third party. After exhausting this internal dispute
mediation resolution procedure, at our option, all claims or disputes
between you and us must be submitted first to non-binding
mediation in Duval County, Florida, in accordance with the
American Arbitration Association’s Commercial Mediation Rules
then in effect (subject to state law). The parties will not be
required to first attempt to mediate a controversy, dispute, or
claim through mediation if the underlying controversy, dispute or
claim concerns an allegation that a party has violated (i) any
federally protected intellectual property rights in the Licensed
Marks, the Brightway System, or in any Confidential Information;
or (ii) any of the restrictive covenants contained in the Franchise
Agreement.
v. Choice of forum Section 24(d) You may file suit in the state or federal court of the county where
we have our principal place of business (currently, Duval County,
Florida, or the United States District Court for the Middle District
of Florida). We may file suit in either of such courts, or any other
court in which jurisdiction and venue are proper (subject to state
law).
w. Choice of law Section 24(a) Florida law applies (subject to state law).

52
PROVISION SECTION IN MULTI- SUMMARY
UNIT PROGRAM
AGREEMENT
a. Length of the Section 1 The term is five years from the effective date of your Multi-Unit
franchise term Program Agreement.
b. Renewal or Not Applicable Not Applicable
extension of the
term
c. Requirements for Not Applicable Not Applicable
you to renew or
extend
d. Termination by you Not Applicable You do not have the right to terminate the Multi-Unit Program
Agreement, except as provided for by applicable state law
e. Termination by us Not Applicable Not Applicable
without cause
f. Termination by us Sections 1, 2, 3 We have the right to terminate the Multi-Unit Program
with cause Agreement with cause.
g. “Cause” defined- Not Applicable Not Applicable
curable defaults
h. “Cause” defined- Sections 1, 2, 3 We have the right to terminate the Multi-Unit Program
non-curable defaults Agreement if (i) any Franchise Agreement governed by the Multi-
Unit Program Agreement is terminated for any reason, or (ii) if
you fail to open the First Additional Brightway Location within six
(6) months of the Effective Date.
i. Your obligations on Sections 1, 2, 3, 4 Obligations include: loss of rights granted under the Multi-Unit
termination/non- Program Agreement; and others.
renewal
j. Assignment of Not Applicable We have the right to assign our rights under the Multi-Unit
contract by us Program Agreement.
k. “Transfer” by you- Section 6 You may not transfer your rights under the Multi-Unit Program
defined Agreement
l. Our approval of Not Applicable Not Applicable
transfer by you
m. Conditions for our Not Applicable Not Applicable
approval of transfer
n. Our right of first Not Applicable Not Applicable
refusal to acquire
your business
o. Our option to Not Applicable Not Applicable
purchase your
business
p. Your death or Not Applicable Not Applicable
disability
q. Non-competition Not Applicable Not Applicable
covenants during the
term of the franchise

53
PROVISION SECTION IN MULTI- SUMMARY
UNIT PROGRAM
AGREEMENT
r. Non-competition Not Applicable Not Applicable
covenants after the
franchise is
terminated or expires
s. Modification of the Section 9 The Multi-Unit Program Agreement may not be modified without
agreement a written document signed by us and you, but we may modify the
System and the Confidential Operating Manual.
t. Integration/merger Section 8 Only the terms of the Multi-Unit Program Agreement are binding
clause (subject to state law). Any representations or promises made
outside of the Disclosure Document and Multi-Unit Program
Agreement may not be enforceable. Nothing in the Multi-Unit
Program agreement is intended to disclaim the representations
we make in the Disclosure Document.
u. Dispute resolution by Not Applicable Not Applicable (subject to Franchise Agreement)
arbitration or
mediation
v. Choice of forum Section 10 You may file suit in the state or federal court of the county where
we have our principal place of business (currently, Duval County,
Florida, or the United States District Court for the Middle District
of Florida). We may file suit in either of such courts, or any other
court in which jurisdiction and venue are proper (subject to state
law).
w. Choice of law Section 10 Florida law applies (subject to state law).
ITEM 18:
PUBLIC FIGURES
We do not use any public figure to promote our franchise.
ITEM 19:
FINANCIAL PERFORMANCE REPRESENTATIONS
The FTC’s Franchise Rule permits a franchisor to provide information about the actual or potential financial
performance of its franchised and/or franchisor-owned outlets, if there is a reasonable basis for the
information, and if the information is included in the disclosure document. Financial performance information
that differs from that included in Item 19 may only be given if: (1) a franchisor provides the actual records of
an existing outlet you are considering buying; or (2) a franchisor supplements the information provided in this
Item 19, for example, by providing information about possible performance at a particular location or under
particular circumstances.
This Item sets forth certain historical revenue, production and related information for Brightway Locations.
We believe that the following financial data has been compiled using generally accepted accounting principles,
but we have not audited the data and no assurance can be offered that the data does not contain inaccuracies
that an audit might disclose.

54
Written substantiation of the data used in preparing the information found in this Item 19 will be made
available upon reasonable request.
As of December 31, 2021, we had 287 franchised Brightway Locations. The agency level data presented below
sets forth the financial performance of certain subsets these franchised Brightway Locations.
Table 1 includes data for: (i) the 158 Retail Agency Brightway Locations that commenced operations prior to
December 31, 2020 and were open and operating for the entire 2021 calendar year (the “Included RA
Locations”); and (ii) the 34 Office Agency Brightway Locations that commenced operations prior to December
31, 2020 and were open and operating for the entire 2021 calendar year (the “Included OA Locations”). The
Included RA Locations and Included OA Locations are referred to collectively as the “Included Locations.”
These 192 locations exclude (i) twenty (20) franchised agencies that converted from either a Retail Agency to
Office Agency (19 total) or an Office Agency to a Retail Agency (1 total) at any point during their tenure, (ii) one
franchised agency that is authorized to sell certain insurance products outside of our normal lines of business,
and (iii) one franchised agency that did not have a single producer who was employed for the entire 2021
calendar.
Table 2 presents data for a subset of the 287 franchised Brightway Locations open as of December 31, 2021
which includes (i) the Included Locations, as well as (ii) the Brightway Locations that converted model types
during their tenure, but excludes any Brightway Locations that did not employ at least one full-time Producer
during calendar year 2021, defined as a Producer who sold a minimum of 50 policies in 2021. Producers who
did not sell a minimum of 50 policies in 2021 are excluded from this Table in order to include only those
individuals who have New Business production as a meaningful part of their jobs.
Table 3 presents data for those Brightway Locations that opened after January 1, 2018, did not convert model
types, have at least one full year of operations as of the issuance date of this Disclosure Document, and remain
open as of the issuance date of this Disclosure Document.
Table 4 presents data based on “Tenure Years” for agencies that operated at any point as a Retail Agency for at
least one full calendar year as of December 31, 2021. This Table presents data based on agency tenure during
the first 5+ years of operations, and because we do not have any Office Agencies with three or more full years
of operations no data for Office Agency operations are included in this Table.
Table 5 presents information for a subset of 61 mature Included RA Locations that were open for five full years
as of December 31, 2021 and that meet the criteria outlined in Footnote 8.
TABLE 1
SUMMARY OF ANNUALIZED PREMIUM BY AAO (2021)1, 2
Table 1 provides a snapshot of the size of the book of business associated with each of the Included RA
Locations and Included OA Locations, which is a commonly-referenced metric used in the insurance industry to
determine agency size. “Annualized Premium” is defined as the amount of premium customers pay for policies
in one year; if a policy is issued in a six-month term, the premium amount is doubled.
The information presented immediately below shows the Annualized Premium of the 143 AAOs operating the
158 Included RA Locations for the 2021 calendar year. The 158 Included RA Locations in Table 1 were open for
more than twelve months as of December 31, 2021. The Annualized Premium of our multi-unit owners are
combined because our multi-unit owners are permitted to share business across their locations, and the
55
number of multi-unit owners in each subset are shown below. The column presenting data for Number of
AAOs shows the count of individual owners, including multi-unit owners, who fall within a premium range, and
the column presenting data for Number of Locations shows the count of agency locations within a premium
range. Since our multi-unit owners each own more than one location, the total location count exceeds the
number of AAOs in the second column. However, the number of AAOs in a particular premium range may
exceed the number of locations in that same category, since the total Annualized Premium for those owners
may be within the designated premium range, but the Annualized Premium for the constituent agencies may
be within different Annualized Premium range(s).
RETAIL AGENCY ANNUALIZED PREMIUM
Number of
Number of Locations
Annualized Premium for Calendar Year Number of Number of
Multi-Unit Operating
Ending December 31, 2021 AAOs Locations
Location Owners Less than 2
Years
Over $25M 2 0 2 0
Between $15M & $25M 3 3 0 0
Between $10M & $15M 9 2 10 0
Between $8M & $10M 12 3 10 0
Between $6M & $8M 7 1 11 0
Between $4M & $6M 14 1 15 0
Between $3M & $4M 15 2 15 1
Between $2M & $3M 19 3 22 0
Between $1M & $2M 32 1 35 4
Under $1M 30 3 38 13
The information presented immediately below shows the Annualized Premium of the 34 AAOs operating the
Included OA Locations for the 2021 calendar year. The 34 Included OA Locations in Table 1 were open for more
than twelve months as of December 31, 2021. This Table 1 also excludes any Office Agencies that converted to
that model and were previously operated as Retail Agency. None of the Included OA Locations were multi-unit
owners during the disclosure period. All of the Included OA Locations described in Table 1 had fewer than two
full years of operations as of December 31, 2021.
OFFICE AGENCY ANNUALIZED PREMIUM
Annualized Premium for Calendar Year Number of AAOs

Ending December 31, 2021 and Locations
$1M - $2M 3
$500K - $1M 4
$200K - $500K 14
$100K - $200K 8
Under $100K 5
56
TABLE 2
NEW BUSINESS POLICY PRODUCTION BY PRODUCER (2021)3,4
Table 2 profiles the number of New Business policies and New Business Annualized Premiums generated by
Producers of 150 Retail Agencies and 41 Office Agencies that commenced operations and received
commissions by December 31, 2020, were open and operating for the entire 2021 calendar year, and which
employed at least one full-time Producer during calendar year 2021, defined as a Producer who was associated
with the agency for the entire 2021 calendar year and sold a minimum of 50 policies in 2021. Unlike the Tables
above, Table 2 does not exclude any Producers who worked for Brightway Locations that converted model
types during their tenure because Table 2 does not present agency-level data. For the broader purposes of
Item 19, “Producer” is defined as an individual who sells property and casualty insurance in Brightway
Locations, including owners. Seventeen Brightway Locations are excluded from Table 2 because they did not
satisfy the criteria of employing at least one full-time producer who was associated with the agency for the
entire 2021 calendar year (9 Retail Agencies, and 8 Office Agencies).
New Business Annualized Premium is defined as the amount of premium customers pay for a new policy in one
year; if a policy is issued in a six-month term, the premium amount is doubled.
Included in Table 2 are 348 Producers who owned or were employed by the subset of Brightway Locations
described above. Table 2 excludes any Producers who did not sell a minimum of 50 policies in 2021, in order to
include only those individuals who have New Business production as a meaningful part of their jobs. We
separately identify Producers employed by Office Agencies and Retail Agencies in the bottom row, where “RA”
refers to Retail Agency Producers and “OA” describes Office Agency Producers. If an agency converted during
its tenure, the model type designation for its Producers is determined by the type of agency operated as of
December 31, 2021.
Category Average Top 25% Bottom 25% Median High Low

New Business Policies Sold
339 736 101 253 4591 53
per Producer in 2021
New Business Annualized
$581,942 $1,283,171 $169,367 $425,534 $4,393,848 $65,450
Premiums per Producer
348 88 86 348 1 1
Number of Producers
(300 RA; 48 OA) (76 RA; 12 OA) (74 RA; 12 OA) (300 RA; 48 OA) (1 RA) (1 RA)
TABLE 3
NEW BUSINESS PRODUCTION BY AGENCY (2021)5
Table 3 of this Item sets forth the number of New Business policies sold by certain Brightway Locations during
their first and second years of operations. Table 3 shows information for those Brightway Locations that
opened after January 1, 2018, did not convert model types, have at least one full year of operations as of the
issuance date of this Disclosure Document, and remain open as of the issuance date of this Disclosure
Document. In Table 3, each “Office Count” represents performance data for an Included Location during one
twelve-month period of operations. Depending on the opening date of the Included Location, either one or
two years or performance data for each Included Office is represented in the Tables below.

57
New Business Production by Agency and Tenure
RETAIL AGENCIES
Average - New Median - New Median

Average Number Office
Tenure Business Policies Business Policies Number of
of Producers Count
Sold Annually Sold Annually Producers
Year 1 336 249 2.6 2.3 44
Year 2 524 404 2.6 2 35
The Table below sets forth the new business production information described above for the Office Agencies
which meet the specified criteria described above. We began offering commission-enhanced Office Agencies in
Q4 2019, and added the standard Office Agency offering in Q3 2020. In order to have “Year 2” data for this
Table 3, an Office Agency must have opened on or before December 31, 2019. Since this was only a few
months after launching the Office Agency model, the Office Count for Year 2 in the Table below is necessarily
limited.
New Business Production by Agency and Tenure

OFFICE AGENCIES
Average - New Median - New Average Median

Tenure Business Policies Business Policies Number of Number of Office Count
Sold Annually Sold Annually Producers Producers
Year 1 178 159 1.3 1 44
Year 2 291 280 1.6 1.5 4
TABLE 4
ANNUAL COMMISSIONS PAID TO RETAIL AGENCIES BY LOCATION (2010-2021)6,7
The information below reflects average commissions earned by Retail Agencies with at least one full calendar
year of operations, grouped by Tenure. Amounts shown are the commissions paid to AAOs during the calendar
years ranging from 2010 to 2021, after taking into account the percentage of commissions retained by
Brightway. We have not been offering Office Agencies for five years. Accordingly, no Office Agencies are
included in the data set forth in Table 4.
We have segregated the data by the Retail Agency “Tenure,” defined as the number of twelve-month periods,
or Tenure years, in which a Retail Agency received commissions.
For all information presented in this Table 4, Tenure reflects full calendar years of business. We do this to
account for the ramp-up when a Brightway Location first commences operation and to normalize results.
Therefore, if a store opened in July, that Location’s first full year starts in January of the following year. For the
number of Included RA Locations in each Tenure, along with relative performance, see Footnote 7. All Retail
Agencies included in this chart had at least one full calendar year of operations on or before December 31,
2021, regardless of operational status as of that date.

58
ANNUAL COMMISSIONS REVENUE BY TENURE (2010-2021)
$800,000
$600,000
$400,000
T 1 yrs
e 2 yrs
n
$200,000 3 yrs
u
r 4 yrs
e 5+ yrs
$0
Bottom 25% Median Average Top 25%
1 yrs $28,906 $42,404 $63,686 $132,962
2 yrs $59,229 $89,424 $116,887 $216,929
3 yrs $72,373 $115,426 $160,032 $343,397
4 yrs $88,248 $149,471 $207,363 $441,137
5+ yrs $124,597 $254,996 $366,517 $758,916
TABLE 5
REVENUE OF ESTABLISHED BRIGHTWAY LOCATIONS (2021)8
Table 5 of this Item sets forth agency revenue information for established Brightway Locations.
Included in Table 5 are 61 of the Included RA Locations that were open for five full years as of December 31,
2021 and that meet the criteria outlined in Footnote 8, which includes the requirement that the Included RA
Location meets Brightway’s then-current staffing requirements.
The primary purpose of Table 3 is to show the revenue of mature, tenured Brightway Locations that have
been in business five years or more.
Average Average Average

Median
Year Revenue Revenue Revenue High Low
Revenue
Top 25% Bottom 25%
2021 $1,109,023 $553,602 $191,127 $415,138 $2,554,755 $56,975

59
FOOTNOTES TO ALL ITEM 19 TABLES
1. Table 1 shows the results of all 192 Included Locations that commenced operations and received
commissions by December 31, 2020, were open and operating for the entire 2021 calendar year, and did
not convert model type during their tenure. Information is shown separately for Included OA Locations
and Included RA Locations. The final column of each Retail Agency chart notes how many of the Included
Locations in each premium range were open an operating for less than two full years as of December 31,
2021.
2. The average “Tenure” of the Included RA Locations in each subset of Table 1, defined as the number of
twelve-month periods for which a Brightway Location had received commissions as of the end of the 2021
calendar year, is as follows:
Annualized Premium Average

(2021) Tenure
Over $25M 13
Between $15M & $25M na
Between $10M & $15M 11
Between $2M & $3M 8
Between $1M & $2M 6
Under $1M 6
3. In Table 2, of the 348 Producers included, 40 out of 86 (47%) exceeded the Bottom 25% Average New
Business Policies Sold, 123 out of 348 (35%) exceeded the Average New Business Policies Sold, and 23 out
of 88 (26%) exceeded the Top 25% Average New Business Policies Sold.
In Table 2, of the 348 Producers included, 44 out of 86 (51%) exceeded the Bottom 25% Average New
Business Annualized Premium, 119 out of 348 (34%) exceeded the Average New Business Annualized
Premium, and 31 out of 88 (35%) exceeded the Top 25% Average New Business Annualized Premium.
In this table, the high and low results are exact numbers and not averages.
4. Out of the 348 Producers represented in Table 2, a total of 49 Producers (14%) had a New Business
Annualized Premium during calendar year 2021 greater than one million dollars ($1M). Four of these
Producers owned or were employed by an Office Agency, and 45 of these Producers owned or were
employed by a Retail Agency.
5. Table 3 contains information for all Brightway Locations that were open and operational for their first full
and/or second full year between January 1, 2018 and the issuance date of this Disclosure Document. “Year
1” represents data for any agency included in this subset based on its first full twelve months of
operations. “Year 2” represents data for any agency included in this subset based on its second twelve-
60
month period of operations. “Producer” is defined as an individual who sells property and casualty
insurance in Brightway Locations, including owners. “Average Producers” was calculated by identifying the
number of producers associated with an Included Location during Year 1 or Year 2, proportionally reducing
the value of any producer who left during the measurement year (e.g., a producer who was only engaged
for six months would have half the weight of a producer who worked the full year), and taking the sum of
all full-year and partial-year producers and dividing it by the applicable Office Count. “Production” includes
all new business production for all lines of business. As an example, if a Brightway Location opened in
January 2019, its new business production and number of producers during the first full year of operations
would be included the relevant columns for “Year 1,” and its new business production and number of
producers during the second full year of operations would be included the relevant columns for “Year 2.”
If a Brightway Location opened in October of 2020, the relevant data points would only be included in the
columns for “Year 1,” since it does not have a second full year of operations. If a Brightway Location
opened in 2015, it would be excluded from Table 3 altogether, since the first and second full years of
operations fall outside the measurement period.
6. In Table 4, we calculate the data in terms of “Locations,” and each Location represents performance data
during one calendar year (2010, 2011, 2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019, 2020, and 2021)
for one Brightway Location. Table 4 only includes data for Brightway Locations that were open and
operating for one full year as of December 31, 2021. We have segregated the data by the Brightway
Location’s “Tenure,” which is the number of twelve-month periods, or Tenure years, for which a Brightway
Location received commissions as of the end of the particular calendar year in question. As an example, if
a Brightway Location opened in 2017, its first four full calendar years of performance (2018 through 2021)
would be represented in Table 4 in Tenure years 1 through 4, and it would be counted as one “Location” in
each of these Tenure years. As another example, if a particular Brightway Location has performance data
for Tenure years 5 through 7, then its performance for those three years would be represented in the
Table as three Locations in the 5+ Tenure subset. Excluded from Table 4 are franchised Brightway
Locations that were open for less than one year as of the end of a particular calendar year. In Table 4, the
Top 25% were identified based on the Locations with the highest commission revenue in a particular year,
calculated independently for each Tenure group and each calendar year between 2010 and 2021. In this
table, the high and low results are exact numbers and not averages.
7. In Table 4, there were 225 Locations with a Tenure of 1, and 60 were Top 25% Locations; 77 Locations
(34%) exceeded the average annual commission and 22 Top 25% Locations (29%) exceeded the average
Top 25% annual commission. The lowest annual commission for a Location with a Tenure of 1 was $672,
and the highest annual commission for a Location with a Tenure of 1 was $440,313.
There were 197 Locations with a Tenure of 2, and 52 were Top 25% Locations; 69 Locations (35%)
exceeded the average annual commission and 18 Top 25% Locations (26%) exceeded the average Top 25%
annual commission. The lowest annual commission for a Location with a Tenure of 2 was $7,793, and the
highest annual commission for a Location with a Tenure of 1 was $511,867.
highest annual commission for a Location with a Tenure of 3 was $779,447.
61
highest annual commission for a Location with a Tenure of 1 was $1,033,648.
There were 670 Locations with a Tenure of 5+, and 161 were Top 25% Locations; 241 Locations (36%)
annual commission. The lowest annual commission for a Location with a Tenure of 5+ was $28,531, and
the highest annual commission for a Location with a Tenure of 5+ was $2,554,755.
The average annual commission presented in Table 4 is the portion of the amounts paid by Contracted
Companies to Brightway that Brightway then pays to AAO for the sale of policies. This is the “net”
commission amount, after Brightway retains its percentage of New Business and Renewal Business
commissions. All Brightway Locations included in Table 4 are Retail Agencies, which receive the following
baseline net commissions: for New Business, this represents 85% of the commissions paid to Brightway,
and for Renewal Business this represents 55% of the commissions paid to Brightway. Retail Agencies are
able to retain a higher percentage of commissions if they qualify for participation in the “Horizons”
program, and, commencing with the issuance of this Disclosure Document, if they are in their first two
years of operations and qualify for the “Sunrise” program. Since the “Sunrise” program was inaugurated
contemporaneously with the issuance of this Disclosure Document, no Included Agencies in Table 4
received any commission bonus as part of the “Sunrise” program. Office Agencies receive a lower net
commission amount, as described in more detail in Item 6.
8. Table 5 contains Revenue information for a subset of 61 Included RA Locations that commenced
operations and received commissions by December 31, 2020 and were open and operating for the entire
2021 calendar year. Excluded from this Table are the following: (a) AAOs who have not been receiving
commissions for one full calendar year as of December 31, 2021; (b) AAOs who were not “fully staffed,”
which means they did not have three or more Producers earning commissions as of December 31, 2021,
and (c) all Office Agencies (since no Office Agency has a tenure of five or more years). 32 Brightway
Locations were excluded from Table 5 for failing to satisfy our current staffing requirements. Of this
subset of 61 Included RA Locations, 16 are Top 25% Agencies and 16 are Bottom 25% Agencies.
The term “Revenue” means the total commissions paid to AAOs during the 2021 calendar year in each
subset, inclusive of any bonus payments through the “Horizons” program. Of the 61 Brightway Locations
presented in Table 5, 23 (38%) exceeded the Overall Average Revenue. Of the 16 Top 25% Brightway
Locations presented in Table 5, 3 (19%) exceeded the Top 25% Average Revenue. Of the 16 Bottom 25%
Brightway Locations presented in Table 5, 9 (56%) exceeded the Bottom 25% Average Revenue. When
examining these figures, please note that Revenue already account for the percentage of commissions
that is retained by Brightway as a royalty, comprising 15% of the Brightway Sales Commissions for New
Business and 45% of the Brightway Sales Commissions for Renewal Business for all Included RA Locations
described in this Table (subject to “Horizons” bonus payments). AAOs that choose to purchase an Office
Agency location will receive a different commission split, as described in more detail in Item 6. In this
table, the high and low results are exact numbers and not averages.
GENERAL NOTES TO ITEM 19
1. Some AAOs have earned the above amounts. Your individual results may differ. There is no assurance
that you will earn as much.

62
2. We suggest that you consult your financial advisor or accountant concerning the preparation of your
financial projections, including any applicable taxes that you may incur in operating a Brightway Location.
3. Other than the preceding financial performance representation, Brightway Insurance, LLC does not make
any financial performance representations. We also do not authorize our employees or representatives to
make any such representations either orally or in writing. If you are purchasing an existing Brightway
Location, however, we may provide you with the actual records of that Brightway Location. If you receive
any other financial performance information or projections of your future income, you should report it to
our management by contacting Max Staplin at our corporate offices at Brightway Insurance, LLC, 3733
University Boulevard West, Suite 100, Jacksonville, Florida 32217, 904-764-9554, the Federal Trade
Commission, and the appropriate state regulatory agencies.
ITEM 20:
OUTLETS AND FRANCHISEE INFORMATION
Table No. 1 - Systemwide Location Summary

For Fiscal Years Ended December 31, 2019, 2020, and 2021
Location Type Year Locations at Locations at Net Change

Start of Year End of Year
Franchised 2019 178 192 +14
2020 192 239 +47
2021 239 287 +48
Company-Owned 2019 1 1 0
2020 1 1 0
2021 1 2 +1
Total 2019 179 193 +14
2020 193 240 +47
2021 240 289 +49
Table No. 2 - Transfers of Locations from Franchisees to New Owners

(Other than to Brightway or its Affiliates)
State Year Number of Transfers

2019 1
Alabama 2020 0
2021 0
2019 4
Florida 2020 4
2021 2
2019 0
New Jersey
2020 1

63
2021 0
2019 0
Tennessee 2020 0
2021 1
2019 0
Texas 2020 2
2021 0
2019 5
Total 2020 7
2021 3
Table No. 3 - Status of Franchised Locations

State Year Locations Locations Terminations Non- Reacquired Ceased Locations

at Start of Opened Renewals by Operations at End of
Year Brightway – Other Year
Reason
2019 1 0 0 0 0 0 1
2020 1 0 0 0 0 0 1
Alabama 2021 1 1 0 0 0 1 1
2019 0 1 0 0 0 0 1
2020 1 0 0 0 0 0 1
Arkansas 2021 1 0 0 0 0 0 1
2019 1 0 0 0 0 0 1
2020 1 0 0 0 0 0 1
Arizona 2021 1 1 0 0 0 0 2
2019 5 0 0 0 0 1 4
2020 4 1 0 0 0 1 4
California 2021 4 6 0 0 0 2 8
2019 3 3 0 0 0 1 5
2020 5 0 0 0 0 1 4
Colorado 2020 4 0 0 0 0 0 4
2019 112 10 1 0 0 2 119
2020 120 17 0 1 0 1 135
Florida 2021 135 25 2 0 1 14 143
2019 3 2 0 0 0 0 5
2020 4 3 0 0 0 0 7
Georgia 2021 7 5 0 0 0 4 8
Iowa 2019 0 0 0 0 0 0 0

64
Reason
2020 0 0 0 0 0 0 0
2021 0 1 0 0 0 0 1
2019 1 0 0 0 0 0 1
2020 1 2 0 0 0 0 3
Illinois 2021 3 2 0 0 0 1 4
2019 2 1 0 0 0 0 3
2020 3 0 0 0 0 0 3
Indiana 2021 3 0 0 0 0 0 3
2019 1 0 0 0 0 0 1
2020 1 0 0 0 0 0 1
Kansas 2021 1 0 0 0 0 0 1
2019 0 0 0 0 0 0 0
2020 0 1 0 0 0 0 1
Kentucky 2021 1 1 0 0 0 1 1
2019 7 2 0 0 0 0 9
2020 9 5 0 0 0 0 14
Louisiana 2021 14 4 0 0 0 0 18
2019 0 0 0 0 0 0 0
2020 0 0 0 0 0 0 0
Maryland 2021 0 1 0 0 0 0 1
2019 4 1 0 0 0 0 5
2020 5 0 0 0 0 0 5
Michigan 2021 5 4 0 0 0 1 8
2019 0 0 0 0 0 0 0
2020 0 0 0 0 0 0 0
Mississippi 2021 0 1 0 0 0 0 1
2019 1 1 0 0 0 0 2
2020 2 0 0 0 0 0 2
Missouri 2021 2 1 0 0 0 0 3
2019 7 0 0 0 0 0 7
North 2020 7 4 0 0 0 0 11
Carolina 2021 10 4 0 0 0 0 14
2019 2 0 0 0 0 1 1
2020 1 0 0 0 0 0 1
New Jersey 2021 1 1 0 0 0 1 1

65
Reason
2019 0 0 0 0 0 0 0
2020 0 0 0 0 0 0 0
Nevada 2021 0 1 0 0 0 0 1
2019 2 1 0 0 0 1 2
2020 2 2 0 0 0 0 4
New York 2021 4 6 0 0 0 0 10
2019 0 0 0 0 0 0 0
2020 0 0 0 0 0 0 0
Ohio 2021 0 3 0 0 0 1 2
2019 3 0 0 0 0 0 3
2020 3 1 0 0 0 0 4
Oklahoma 2021 4 1 0 0 0 1 4
2019 0 0 0 0 0 0 0
2020 0 1 0 0 0 0 1
Oregon 2021 1 0 0 0 0 0 1
2019 6 0 0 0 0 0 6
South 2020 6 4 0 0 0 1 9
Carolina 2021 9 4 0 0 0 3 10
2019 2 1 0 0 0 0 3
2020 3 0 0 0 0 0 3
Tennessee 2021 3 1 0 0 0 0 4
2019 15 7 0 0 0 0 22
2020 22 4 0 0 0 3 23
Texas 2021 23 14 1 0 0 7 29
2019 0 0 0 0 0 0 0
2020 0 0 0 0 0 0 0
Utah 2021 0 1 0 0 0 0 1
2019 0 0 0 0 0 0 0
2020 0 0 0 0 0 0 0
Virginia 2021 0 2 0 0 0 1 1
2019 1 0 0 0 0 0 1
2020 1 0 0 0 0 0 1
Washington 2021 1 0 0 0 0 1 0
2019 0 1 0 0 0 0 1
Wisconsin 2020 1 0 0 0 0 0 1

66
Reason
2021 1 0 0 0 0 0 1
2019 179 31 1 0 0 6 203
2020 203 44 0 1 0 7 239
Total 2021 239 91 3 0 1 39 287
Table No. 4 - Status of Company-Owned Locations

State Year Locations at Locations Locations Locations Locations Locations at End

Start of Year Opened Reacquired from Closed Sold to of Year
Franchisees Franchisees
Florida 2019 1 0 0 0 0 1
2020 1 0 0 0 0 1
2021 1 0 1 0 0 2
Total 2019 1 0 0 0 0 1
2020 1 0 0 0 0 1
2021 1 0 1 0 0 2
Table No. 5- Projected New Franchised Locations as of December 31, 2021
Franchise Agreements Signed Projected New Franchised Projected New Company-Owned

STATE but Location not Opened Locations in the Next Fiscal Year Locations in the Next Fiscal Year
Alabama 0 3 0
Arizona 1 3 0
California 3 5 0
Colorado 0 5 0
Florida 12 10 0
Georgia 3 8 0
Idaho 1 1 0
Illinois 0 2 0
Indiana 1 3 0
Kansas 1 1 0
Kentucky 0 5 0
Louisiana 2 8 0
Maryland 0 5 0
Michigan 1 5 0
Missouri 0 5 0
Minnesota 1 1 0
Mississippi 1 5 0
67
New York 3 5 0
North Carolina 0 8 0
Nevada 0 5 0
Ohio 1 5 0
Oklahoma 0 5 0
Oregon 0 2 0
South Carolina 1 7 0
Texas 1 8 0
Tennessee 0 5 0
Virginia 0 5 0
Utah 0 2 0
Total 33 132 0
Attached as Exhibit E is a list of the franchisees that have entered into agreements with us as of the end of our
most recent fiscal year. If you buy this franchise, your contact information may be disclosed to other buyers
when you leave the franchise system.
In the past three years, current and former franchisees have signed confidentiality clauses restricting their
ability to speak openly about their experience with the Brightway System. You may wish to speak with current
and former franchisees but be aware that not all such franchisees will be able to communicate with you.
There is currently no trademark specific franchisee organization associated with the Brightway System.
ITEM 21:
FINANCIAL STATEMENTS
Attached as Exhibit A to this Disclosure Document are our audited financial statements for our fiscal years
ended December 31, 2019, 2020 and 2021. Our fiscal year ends on December 31.
ITEM 22:
CONTRACTS
The following agreements related to your business are attached as exhibits to this Disclosure Document:
Exhibit B: Franchise Agreement
Exhibit C: Sample Termination and Release Agreement
Exhibit F-1 Retail Agency Conversion Addendum
Exhibit F-2 Financed Retail Agency Conversion Addendum and Note
Exhibit F-3 Retail Agency Initial Fee Note
Exhibit I: Multi-Unit Program Agreement

68
Exhibit K: Affidavit Regarding Existing Contractual Obligations
Exhibit L: Collateral Assignment of Lease
Exhibit M: Confidentiality and Non-Competition Agreement
Exhibit N: Commission Enhancement Addendum and Note
ITEM 23:
RECEIPTS
The last two pages of this Disclosure Document are detachable receipts acknowledging your receipt of this
Disclosure Document. Please sign and date both Receipts (as of the date you received this Disclosure
Document), return one Receipt to us and retain one for your records. If you are missing these Receipts, please
contact us at the following address or telephone number:
Compliance
Brightway Insurance, LLC
904-483-3584
compliance@brightway.com

69
EXHIBIT A:
FINANCIAL STATEMENTS

Franchise Agreement
Financial Statements
Years Ended December 31, 2021 and 2020
DHG is registered in the U.S. Patent and Trademark Office to Dixon Hughes Goodman LLP.
Table of Contents
Independent Auditors' Report .................................................................................................................................... 1
Financial Statements:
Balance Sheets .............................................................................................................................................................. 3
Statements of Income ................................................................................................................................................. 5
Statements of Member’s Equity .............................................................................................................................. 6
Statements of Cash Flows ......................................................................................................................................... 7
Notes to Financial Statements ................................................................................................................................. 9
Independent Auditors' Report

Jacksonville, FL
Opinion
We have audited the financial statements of Brightway Insurance, LLC (the “Company”), which comprise
the balance sheets as of December 31, 2021 and 2020, and the related statements of income, changes
in member's equity, and cash flows for the years then ended, and the related notes to the financial
statements.
In our opinion, the accompanying financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2021 and 2020, and the results of its operations
and its cash flows for the years then ended in accordance with accounting principles generally accepted
in the United States of America.
Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States
of America (GAAS). Our responsibilities under those standards are further described in the Auditors'
Responsibilities for the Audit of the Financial Statements section of our report. We are required to be
independent of the Company and to meet our other ethical responsibilities, in accordance with the
relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in
accordance with accounting principles generally accepted in the United States of America, and for the
design, implementation, and maintenance of internal control relevant to the preparation and fair
presentation of financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, management is required to evaluate whether there are conditions
or events, considered in the aggregate, that raise substantial doubt about the Company's ability to
continue as a going concern for a reasonable period of time.
DHG is registered in the U.S. Patent and Trademark Office to Dixon Hughes Goodman LLP. 1
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not absolute assurance,
and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a
material misstatement when it exists. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control. Misstatements are considered
material if there is a substantial likelihood that, individually or in the aggregate, they would influence the
judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS, we:
 Exercise professional judgment and maintain professional skepticism throughout the audit.
 Identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error, and design and perform audit procedures responsive to those risks. Such
procedures include examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements.
 Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is
expressed.
 Evaluate the appropriateness of accounting policies used and the reasonableness of significant
accounting estimates made by management, as well as evaluate the overall presentation of the
financial statements.
 Conclude whether, in our judgment, there are conditions or events, considered in the aggregate,
that raise substantial doubt about the Company's ability to continue as a going concern for a
reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters,
the planned scope and timing of the audit, significant audit findings, and certain internal control-related
matters that we identified during the audit.
Tampa, FL
April 21, 2022
Balance Sheets
December 31, 2021 and 2020
2021 2020
ASSETS
Current assets:
Cash and cash equivalents $ 6,224,486 $ 10,573,040
Restricted cash 1,190,005 953,999
Deferred commission expense 271,489 175,214
Commissions receivable, net 9,304,955 6,809,808
Notes receivable 942,798 114,006
Prepaid expenses and other current assets 1,042,894 1,056,950
Franchise fee receivable - 82,500
Other current assets 95,770 127,793
Total current assets 19,072,397 19,893,310
Net property and equipment 5,820,683 5,315,925
Other assets:
Notes receivable, net of current 640,747 526,741
Goodwill, net 36,831 56,661
Other assets 806,080 -
Other intangible assets, net 4,651,098 716,318
Total other assets 6,134,756 1,299,720
Total assets $ 31,027,836 $ 26,508,955
See accompanying notes to financial statements. 3

Balance Sheets
December 31, 2021 and 2020 (Continued)
2021 2020
LIABILITIES AND MEMBER'S EQUITY

Current portion of notes payable $ 244,342 $ 5,248,744
Commissions payable, net 7,692,784 7,094,319
Accounts payable and accrued expenses 3,746,931 2,001,102
Deferred revenue 654,209 635,791
Deferred contract fee revenue 152,373 195,497
Obligations to Seller 622,103 126,998
Total current liabilities 13,112,742 15,302,451
Long-term liabilities:
Line of credit - 1,185,358
Deferred contract fee revenue, non-current 201,244 277,592
Obligations to seller 3,628,933 -
Notes payable, net - 23,500,000
Total long-term liabilities 3,830,177 24,962,950
Member’s equity:
Member’s capital 35,835,936 100

Accumulated deficit (21,751,017) (13,756,546)
Total member’s equity 14,084,919 (13,756,446)
Total liabilities and member’s equity $ 31,027,836 $ 26,508,955

Statements of Income
Years ended December 31, 2021 and 2020
2021 2020
Revenues:
Franchise royalty fees $ 34,072,649 $ 30,006,470
Commission income 6,152,285 3,497,634
Contingency income 5,645,598 2,271,453
Initial franchise fees 2,381,700 1,175,702
Other 2,979,343 138,706
Total revenues 51,231,575 37,089,965
Cost of revenues: 1,038,991 44,927

Commission expense
Total cost of revenues: 1,038,991 44,927
Gross profit: 50,192,584 37,045,038

Operating expense:
General and administrative expenses 43,887,399 26,711,176
Total operating expenses 43,887,399 27,711,176
Income from operations 6,305,185 10,333,862
Other income (expense):

Interest expense (789,520) (1,352,363)
Interest income 77,172 98,397
Total other (expense) (712,348) (1,253,967)
Net income $ 5,592,837 $ 9,079,896

Statements of Member’s Equity
Brightway
Insurance,
LLC Total
Member's Member's Accumulated member's
units Capital deficit equity
Balance, December 31, 2019 100,000 100 $ (16,234,298) $ (16,234,198)
Dividends - - (6,602,144) (6,602,144)

Net income - - 9,079,896 9,079,896
Balance, December 31, 2020 100,000 $ 100 $ (13,756,546) $ (13,756,446)
Capital contribution from parent - $ 7,985,836 - $ 7,985,836

Dividends - - (13,587,308) (13,587,308)
Capital contribution from parent for
- $ 27,850,000 - 27,850,000
forgiveness of debt
Net income - - $ 5,592,837 5,592,837
Balance, December 31, 2021

100,000 $ 35,835,936 $ (21,751,017) $ 14,084,919

Statements of Cash Flows
2021 2020
Cash flows from operating activities:

Net income $ 5,592,837 $ 9,079,896
Adjustments to reconcile net income to net cash
provided by operating activities:
(Gain)/ loss on disposal of assets 15,570 (7,497)
Depreciation and amortization 1,728,461 1,358,752
Bad debt reserve 114,000 234,000
PPP loan forgiveness (2,810,420) -
Changes in operating assets and liabilities:
Commissions and contingency receivable (2,495,146) (863,161)
Prepaid expenses and other current assets 32,305 101,237
Notes receivable (1,056,798) 712,841
Commissions payable (1,816,497) 1,136,069
Contract liabilities and deferred revenue (101,055) 297,640
Accounts payable and accrued expenses 4,341,809 151,849
Net cash provided by operating activities 3,545,066 12,201,626
Cash flows from investing activities:

Purchase of property and equipment (1,912,704) (1,286,588)
Purchase of other investing asset (806,080) -
Proceeds from sale of property and equipment - 35,700
Payments of territory rights obligation (126,998) (152,398)
Net cash used in investing activities (2,845,782) (1,403,286)
Cash flows from financing activities:

Borrowings from line of credit 31,178,674 1,160,858
Repayments to line of credit (30,389,034) (3,800,000)
Proceeds from note payable - 2,810,420
Contributions from members 35,835,836 -
Distributions to members (13,587,308) -
Debt payoff
(27,850,000) (6,602,144)
Net cash used in financing activities (4,811,832) (6,430,866)

Years Ended December 31, 2021 and 2020 (Continued)
2021 2020
Net (decrease) increase in cash and cash (4,112,548) 4,367,474

equivalents and restricted cash
Cash and cash equivalents and restricted cash, beginning of

the year 11,527,039 7,159,565
Cash and cash equivalents and restricted cash,

end of the year
$ 7,414,491 $ 11,527,039
Supplemental disclosures:
Cash paid for interest $ 789,520 $ 1,352,363
Noncash investing activities:

Intangible asset purchase $ 4,354,719 $ -
Liability to seller (4,251,035) -
Noncash financing activities:

Debt forgiveness from Parent $ 27,850,000 $ -
Forgiveness of PPP loan 2,810,420 -
Assumed obligation in connection with purchase of
territory rights - 126,998

Notes to Financial Statements
1. Nature of Business and Summary of Significant Accounting Policies
General
Brightway Insurance, LLC, a Florida corporation (“BWI”), was organized on August 1, 2003 and started franchising
in 2008. Effective November 7, 2021, Brightway Parent, LLC, a Delaware limited liability company (“Parent”),
Brightway GCC Member LP, a Delaware limited partnership (“GCC Member”), BWI Ventures, LLC, a Florida limited
liability company (“BWI Ventures”), FCI Holdings, LLC, a Florida limited liability company (“FCI Holdings”), BWI,
First City Insurers, LLC, a Florida limited liability company (“FCI”), and FCI GA, LLC, a Georgia limited liability
company (“FCI GA”), entered into a Membership Interest Purchase Agreement (“MIPA”). Pursuant to the MIPA,
BWI, FCI, and FCI GA completed a reorganization that resulted in BWI TopCo, LLC, a newly formed Delaware
limited liability company (“BWI TopCo”), owning, indirectly through wholly-owned subsidiaries, 100% of the Equity
Interests of each of BWI, FCI and FCI GA. BWI TopCo was owned by the former direct owners of BWI, FCI, and
FCI GA. As part of the reorganization, BWI converted from a Florida corporation to a Florida limited liability company
named Brightway Insurance, LLC (the “Company”). Effective December 16, 2021, Parent purchased the equity
interests of BWI TopCo and Parent issued membership interests to GCC Member, BWI Ventures and FCI
Holdings.
The Company sells multiple lines of insurance including auto, home and life policies on behalf of various insurance
companies and is also a franchisor engaged in developing, marketing and supervising office locations throughout
Alabama, Arkansas, Arizona, California, Colorado, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky,
Louisiana, Maryland, Michigan, Mississippi, Missouri, Nevada, New Jersey, New York, North Carolina, Ohio,
Oklahoma, Oregon, South Carolina, Tennessee, Texas, Utah, Virginia, and Wisconsin. The majority of the
Company’s business activities are from insurance sales in Florida.
The Company grants franchise agreements that are for an initial term of five years to associate agency owners (the
franchisees) at locations approved by the Company. In addition to initial franchise fees, the Company retains a fixed
portion of commissions related to policies executed by the franchisees, ranging from 15% to 45% based on the
policy status for franchisees under the Retail Agency program and ranging from 20% to 50% for franchisees under
the Office Agent program.
The Company had two hundred and thirty-nine franchises in operation as of December 31, 2020. During 2021, the
Company sold ninety-one franchises, forty-three franchises left the system, and there were 2 home office locations.
The Company had two hundred and eighty-seven franchises in operation as of December 31, 2021.
Basis of accounting
The Company’s financial statements have been prepared in conformity with accounting principles generally
accepted in the United States of America (“GAAP”).
9
Use of estimates
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements and, the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates and assumptions. Significant estimates underlying
the accompanying financial statements include the application of guidance for revenue recognition and allowances
for estimated policy cancellations.
Cash and cash equivalents and restricted cash

The Company regularly maintains bank deposits in excess of Federal Deposit Insurance Corporation (FDIC) limits.
The Company considers all highly liquid investments purchased with an original maturity of ninety days or less to
be cash equivalents. Restricted cash includes amounts that are legally restricted as to use or withdrawal. Restricted
cash represents cash collected from customers that is payable to insurance companies and for which segregation
of this cash is required by contract with the relevant insurance company providing coverage or by law within the
state.
Commissions’ receivable
Commissions’ receivable consist of amounts owed to the Company related to insurance policies executed as of
December 31, 2021 and 2020, which is generally received by the Company within 90 days of policy execution.
Commissions receivable are stated at the amounts billed to the insurance companies less an estimated allowance
for charge backs and bad debt expense. The allowance for charge backs was $1,021,036 and $857,447 at
December 31, 2021 and 2020, respectively. There was no allowance for bad debt for commission receivable for
December 31, 2021 and 2020, respectively.
Property and equipment

Property and equipment are stated at cost. Depreciation is computed principally by the straight-line method.
Estimated useful lives by asset type are as follows:
Furniture and equipment 5 to 10 years

Leasehold improvements 40 years
Automobiles 5 years
Computer software 3 years
The Company develops various software applications for internal use and accounts for costs incurred to develop
such computer software. The Company capitalizes costs incurred during an application’s development stage, which
include costs to design the software configuration and interfaces, coding, installation, and testing. Costs incurred
during the preliminary and post-implementation stages of internal-use computer software are expensed as incurred.
Costs incurred to maintain existing software are expensed as incurred.
Notes receivable
Notes receivable consists of loans to franchisees, secured by their franchise agreements, personal guarantees,
and the assets of the business. These notes accrue interest at rates ranging from 8% to 10%. Terms on the notes
range from 10 months to 7 years. An allowance for doubtful notes receivable is estimated based on management’s
judgment of the collectability of these receivables. Notes receivable are stated at the amount due based on the
contract less an estimated allowance doubtful notes receivable. The allowance for doubtful notes receivable was
$948,000 and $834,000 for the years ended 2021 and 2020, respectively. Bad debt expense was $149,820 and
$6,875 for the years ended December 31, 2021 and 2020, respectively.
10
Goodwill
Goodwill represents the excess of the cost over the fair value of the net assets of the acquired businesses.
Effective January 1, 2015, the Company adopted the provisions of Accounting Standards Update (ASU) No. 2014-
02, Intangibles-Goodwill and Other (Topic 350): Accounting for Goodwill, which provides an alternative to
accounting for goodwill for private companies. The alternative allows an entity to amortize goodwill over a period
not to exceed 10 years. An entity that elects the alternative is also required to make an election to test goodwill for
impairment at the entity level or the reporting unit level. Under the alternative, goodwill is tested for impairment only
when a triggering event occurs, or circumstances change that indicate that the fair value of the entity (or reporting
unit) may be less than its carrying amount.
The Company adopted the accounting alternative for goodwill as of January 1, 2015 and is amortizing goodwill
existing at that date on a straight-line basis over 10 years. The Company did not have a triggering event during
2021 and 2020.
Intangible assets
Intangible assets represent the fair value of books of business, territory rights, a domain name and a trademark
acquired by the Company.
The domain name and trademark are deemed to have an indefinite life and therefore are not amortized. These
intangible assets were assessed for impairment as of December 31, 2021 and 2020 and no impairments were
identified.
Books of business agreements are being amortized over their estimated useful lives. The Company considered
policy renewals, types of acquired policies, the history of the books of business and industry statistics in determining
their estimated useful lives. These intangible assets are reviewed for impairment when events or circumstances
indicate their carrying amount may not be recoverable. No impairment triggering events were identified during 2021
and 2020.
During 2018, the Company repurchased territory rights associated with one territory owner representative
agreement in exchange for a combination of a one-time payment and fixed monthly payments over a two-year
period. In 2021 the Company acquired a franchisee’s contractual rights to its share of the revenue generated by the
book of business attributable to the franchisee (see Note 4-Intangible assets). In both instances, the Company has
capitalized these payments and they are being amortized over the estimated useful life of the repurchased rights.
The Company considered the initial buyout payment period as well as the non-compete agreement period in
determining the useful life of the repurchased rights. These intangible assets are reviewed for impairment when
events or circumstances indicate their carrying amount may not be recoverable. No impairment triggering events
were identified during 2021 and 2020.
Commissions payable
Commissions payable consist of amounts due to agents of the Company related to the commissions receivable.
Commissions payable are stated at the amounts due to the agents less an estimated allowance for charge backs.
The allowances for charge backs is $627,833 and $558,897 at December 31, 2021 and 2020, respectively.
Deferred revenue
Amounts received relating to vendor deposits for carrier sponsored meetings, franchise fees paid but not yet
opened, and medical rebates all to be recorded as deferred revenue and recognized in subsequent periods when
earned.
11
Deferred contract fee revenue

Amounts received relating to franchises fees are recorded as deferred revenue and recognized in subsequent
periods when earned.
Revenue Recognition
The adoption of the new revenue standard on January 1, 2019 has increased the significance of judgments and
estimates management must make calculating the cost of pre-opening obligations that should be recognized when
a franchise opens. The Company must also take into consideration and make adjustments based on the type of
franchise being opened.
Under the new standard, certain costs to obtain or fulfill a contract that were previously expensed as incurred have
now been capitalized. The Company capitalizes the incremental costs to obtain contracts primarily related to each
contract's specifically identifiable franchise sales labor cost and bonus payments. These deferred costs are
amortized over the expected life of the underlying franchise fee and are included in Other assets in the Company's
consolidated balance sheet as of December 31, 2021.
Advertising costs
The Company expenses advertising and marketing costs as incurred. Advertising and marketing expense charged
to operations and recorded in general and administrative expenses in the accompanying statements of income
amounted to $483,027 and $277,024 for the years ended December 31, 2021 and 2020, respectively.
Distributions
Distributions to Members are recorded when declared. All distributions in 2021 were issued prior to the
reorganization that occurred on December 15, 2021 and subsequent purchase of an equity interest in the
Company's Parent (Brightway Parent, LLC) on December 16, 2021.
Income taxes
The Company is treated as a partnership for U.S. federal and applicable state and local income tax purposes. As a
partnership, the Company’s taxable income or loss is included in the taxable income of its members. The Company
was an S-corp through December 15, 2021. As of December 31, 2021, The Company changed to an LLC and no
income tax expense was recorded for federal and state and local jurisdictions for the years ended 2021 and 2020,
respectively.
Accounting guidance prescribes a recognition threshold and measurement attribute for the financial statement
recognition and measurement of tax positions taken or expected to be taken in an income tax return. Consideration
is given to the recognition and measurement of tax positions that meet a “more-likely-than-not” threshold. A tax
position is a position taken in a previously filed tax return or a position expected to be taken in a future tax return
that is reflected in measuring current or deferred income tax and liabilities. Tax positions taken for various
jurisdictions consider the amounts and probabilities of outcomes that could be realized upon settlement using the
facts, circumstance, and information available at the reporting date. The Company has determined that it does not
have any material uncertain tax positions as of December 31, 2021 and 2020.
12
New accounting pronouncements

Leases
In February 2016, the FASB issued ASU 2016-02, Leases, intended to improve financial reporting about leasing
transactions. The core principle of the guidance is that lessees will be required to recognize assets and liabilities
on the balance sheet for all leases with terms of more than twelve months. A lessee would recognize a liability to
make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term.
The accounting applied by the lessor is largely unchanged from current GAAP, with some targeted improvements.
Disclosures will be required by lessees and lessors to meet the objective of enabling users of financial statements
to assess the amount, timing, and uncertainty of cash flows arising from leases. In transition, both lessees and
lessors are required to recognize and measure leases at the beginning of the earliest period presented using a
modified retrospective approach. The amendments are effective for the Company for annual reporting periods
beginning after December 15, 2021. The Company assessed the impact that this accounting standard will have on
its financial statements and determined the impact is limited to our building lease which is listed in note 9 and an
annual cost for leasing printers which is valued at $23,008 (an annual cost of $7,560) through April 2025.
Credit Losses
In June 2016, the FASB issued ASU 2016-13, Credit Losses, intended to bring consistency in accounting treatment
across different types of financials instruments. It requires companies to include measurement of all credit losses
on certain financial instruments. The amendments are effective for the Company for annual reporting periods
beginning after December 15, 2022. The Company is currently assessing the impact that the recently issued
accounting standard will have on its financial statements.
Impacts of COVID-19
On March 11, 2020, the World Health Organization declared the COVID-19 outbreak a “pandemic.”
To date, the pandemic has not increased the costs of or access to capital under the term note and revolving credit
facility, and management does not believe it is reasonably likely to do so in the future. In addition, management
does not believe that the pandemic will affect the Company’s ongoing ability to meet the covenants in the Company’s
debt instruments, including under the term note and revolving credit facility. To date, the pandemic has not impacted
the collectability of receivables or adversely affected the Company’s ability to generate new business, add new
franchises, or retain existing franchises or policies.
Subsequent events
The Company evaluated the recognition and disclosure of subsequent events for its financial statements through
April 21, 2022, the date the financial statements were available to be issued.
13
2. Revenue and cost recognition
Disaggregation of Revenue
The following table disaggregates revenue by segment and source for 2021 and 2020:
Franchise revenues
Franchise revenues include initial franchise fees and ongoing new and renewal royalty fees from franchisees. The
Company recognizes franchise royalties by applying the sales-and usage-based royalties exception, estimating the
sales of policies when the policy is executed, net of chargebacks. Revenue from initial franchise fees is generated
from a contract between the Company and a franchisee. The Company's initial performance obligation is to provide
initial training, onboarding, and general marketing guidance. The Company’s ongoing performance obligation is to
provide ongoing support and use of the Company's brand and business operations over the period of the franchise
agreement. The transaction price is set by the franchise agreement. Revenue associated with the Company’s
ongoing performance obligation is recognized over the life of the franchise agreement. For Retail Agencies,
approximately eighty percent (80%) of the initial franchise fee is recognized in the month the agent opens for
business and twenty percent (20%) of initial franchise fees are recognized as revenue over the 5-year life of the
franchise contract for Retail agencies, beginning on the start date of the contract. This amount is captured in
deferred contract fee revenue on the balance sheet until it can be recognized. For Office Standard and Office
Enhanced Agencies, the full franchise fee is recognized in the month the agent opens for business. Retail agencies
have a $60,000 franchise fee and have minimum requirements around retail location and number of people in the
office. Office Enhanced agencies have a $30,000 franchise fee and Office Standard agencies have a $5,000
franchise fee.
With respect to the Franchise Channel, the Company concluded they are acting in an agent capacity as the
Company is not considered to transfer control of the services provided, therefore royalty fees are presented net of
franchise agent commission expense of $34,072,649 and $30,006,830 during the years ended December 31, 2021
and 2020.
14
Commissions
The Company earns new and renewal commissions paid by insurance carriers for the binding of insurance
coverage. The transactions price is set as the estimated commissions to be received over the term of the policy,
net of a constraint for cancellations. These commissions are earned at a point in time upon the effective date of
bound insurance coverage, as no performance obligation exists after coverage is bound.
Contingency Commissions
The Company also earns contingent commissions from the insurance carriers based on the growth and the
profitability of the premiums being placed with the insurance carrier. The performance obligations for contingent
commissions will vary by contract, but generally include the Company increasing profitable written premium with
the insurance carrier. The transaction price for contingent commissions is estimated based on all available
information and is recognized at a point in time upon when the amount of consideration that will be received such
that a significant reversal of revenue is not possible.
For the year ended December 31 2021, the Company recognized $4,457,183 of contingent commission related to
prior year contracts and recognized in the current year. Additionally, as of December 31, 2021, the Company
accrued and recognized $1,188,415 of contingent commission.Deferred Contract Expense
Additionally, the Company has evaluated ASC Topic 340 - Other Assets and Deferred Cost (“ASC 340”) which
requires companies to defer certain incremental cost to obtain customer contracts, and certain costs to fulfill
customer contracts.
Incremental cost to obtain - The adoption of ASC 340 resulted in the Company deferring certain costs to obtain
franchise contracts primarily as they relate to the Franchise Channel compensation expense that is directly related
to obtaining new franchise agreements. These incremental costs are deferred and amortized over a 5-year period,
which is consistent with the term of the contact.
Costs to fulfill - The Company has evaluated the need to capitalize costs to fulfill customer contracts and has
determined that there are no costs that meet the definition for capitalization under ASC 340.
Increase /
2021 2020 (decrease)
Cost to obtain franchise contracts $ 271,489 $ 175,214 $ 96,275

Receivable from franchisees - 82,500 (82,500)
Contract liability 353,616 473,089 (119,473)
Increase /
Contract liability at beginning of period $ 473,089 $ 667,086 $ (193,997)

Revenue recognized during the period (2,381,670) (1,175,702) (1,205,968)
New deferrals 2,262,197 981,705 1,280,492
Contract liability at end of period $ 353,616 $ 473,089 $ (119,473)
15
3. Goodwill
The Company recognized goodwill and indefinite lived intangible assets upon the acquisition of the assets. Goodwill
at December 31, 2021 and 2020 is as follows:
2021 2020
Domain name $ 8,957 $ 17,914

Trademark 2,374 4,747
Goodwill 85,000 85,000
Accumulated amortization (59,500) (51,000)
Goodwill, net $ 36,831 $ 56,661
The Company is amortizing the expense over 10 years. The amortization expense related to goodwill was $8,500
for the years ended December 31, 2021 and 2020.
The following is a schedule by year of future amortization of goodwill:
2022 $ 19,831
2023 8,500
2024 8,500
$ 36,831
4. Intangible Assets
Intangible assets as of December 31, 2021 is as follows:
Amortization
2021 2020 Period
Books of business $ 4,715,854 $ 464,819 10 years

Territory rights 2,321,201 2,238,220 7-10 years
7,037,055 2,703,039
Accumulated amortization (2,385,958) (1,986,721)
Other intangibles assets, net $ 4,651,097 $ 716,318
In 2021 the Company acquired a franchisee’s contractual rights to its share of the revenue generated by the book
of business attributable to the franchisee. The acquisition, which was priced at a current value of $4,334,016 also
obligated the franchisee to multi-year non-compete and non-solicitation covenants. The amortization expense
related to intangible assets was $425,905 and $343,171 for the years ended December 31, 2021 and 2020,
respectively.
16
Future expected amortization expense of the Company’s books of business and territory rights intangible assets
are as follows:
2022 $ 606,725
2023 513,939
2024 507,286
2025 494,972
2026 433,402
2027 433,402
2028 433,402
2029 433,402
2030 433,402
2031 361,165
$ 4,651,097
5. Property and Equipment
Major classifications of property and equipment are summarized as follows for the years ended December 31:
2021 2020
Property and equipment:

Furniture and equipment $ 2,847,592 $ 2,607,480
Leasehold improvements 2,138,359 2,138,086
Computer software 3,244,378 2,800,384
Construction in progress 1,002,730 219,610
Total property and equipment 9,233,059 7,765,560
Less: accumulated depreciation (3,412,376) (2,449,635)
Net property and equipment $ 5,820,683 $ 5,315,925
Depreciation expense was $1,302,557 and $1,015,581 for the years ended December 31, 2021 and 2020,
respectively. The Company also disposed of property and equipment during the year ended December 31, 2021
resulting in a loss on disposal of $15,570, which is included in general and administrative expenses on the
accompanying statements of income. Depreciation expense for internal use software was $807,617 and $677,771
for the year ended December 31, 2021 and 2020, respectively, and is included as a component of depreciation
expense in the statements of income.
17
6. Line of Credit
In conjunction with the reorganization that occurred on December 15, 2021 and subsequent purchase of an equity
interest in the Company's Parent (Brightway Parent, LLC) on December 16, 2021, the Company paid off its Line of
Credit using a portion of the proceeds it received from a new $85,000,000 Term Loan obtained by its Holding
Company, Brightway Holdings, LLC (“Holdings”) and gained access to a new ten million dollar Line of Credit that
matures December 15, 2027 obtained by Holdings. The purpose of the line of credit is to provide working capital
and fund acquisitions. The line of credit accrues interest at a floating rate of LIBOR plus a 6.50% interest rate
spread, subject to a LIBOR floor of 75 basis points. The interest rate spread will be reduced by 25 basis points at
predetermined leverage levels and is payable quarterly. The line of credit has a six-year maturity and is secured
by substantially all of the Company’s assets and imposes both financial and non-financial covenants on the
Company. There was $0 outstanding on the Company’s line of credit at December 31, 2021.
7. Notes Payable
Notes payable consists of the following at December 31:
2021 2020
Notes payable (1) $ 244,342 $ 63,324

PPP loan (2) - 2,810,420
Term loan (3) - 25,875,000
244,342 28,748,744
Less: current portion 244,342 (5,248,744)
$ - $ 23,500,000
(1) Various notes payable made in connection with pass through loans for The Companies franchisees with an
outside vendor.
(2) On April 8, 2020 the Company received a PPP loan for $2,810,420. In 2021 the Company applied for a
waiver of the loan and it was granted on June 22, 2021, which resulted in a forgiveness of debt recognition
of income for the full $2,810,420 loan amount. The Company did not accrue any interest on the loan in
anticipation of getting it fully waived.
8. Incentive Plans
The Company maintains a profit-sharing plan covering most employees after 90 days of service. The Company
contributes a fixed matching contribution of 100% of participant deferrals up to 3% of compensation and 50% of
participant deferrals on the next 2% of compensation. The Company’s contributions to the plan were $332,911 and
18
Due to a change of control that occurred in conjunction with a Membership Interest Purchase Agreement that was
entered into on December 16, 2021, the Company transferred $806,080, which is the amount required to fully fund
its long term incentive plan for Key Executives, into a newly formed Rabbi Trust account in accordance with the
plan’s applicable sunset provisions. The vested portion of funds contributed into the Rabbi Trust will be paid out to
participants in twenty-four monthly installments once they qualify to receive such distributions.
9. Related Party Transactions
The Company leases its facility from Brightway Ventures, LLC. The lease requires the payment of monthly rent
through 2029. However, the Company does have the right to both sublease and terminate the lease agreement as
early as December 31, 2026. The Company is also responsible for certain executory costs such as interest and
sales tax. Future minimum lease payments are summarized as follows:
Year Ending
December 31,
2022 $ 1,123,027
2023 1,167,948
2024 1,214,666
2025 1,251,106
2026 1,288,639
2027 1,327,298
2028 1,367,117
2029 1,408,130
$ 10,147,931
Rental expense net of sublease offsets was $1,070,408 and $829,122 for the years ended December 31, 2021 and
2020, respectively.
For the year ended December 31, 2021 and 2020, the Company received gross commissions of $4,010,766 and
$3,466,979 from policies written through a related party.
In conjunction with the reorganization and subsequent equity interest purchase, the Company paid off its existing
term loan using proceeds it received from a new $85,000,000 term loan obtained by its Holding company, Brightway
Holdings, LLC (“Holdings”), for this purpose as well as to finance a portion of the equity interest purchase.
On February 28, 2020, the Company made the decision to forgive the outstanding note receivable from its affiliate.
Under current related party rules the note was removed from each party’s balance sheet by making corresponding
offsetting entries to both party’s capital accounts.
The term loan, which is being serviced by distributions issued by the Company to Holdings, requires principal
payments of 0.25% of initial term loan balance, or $212,500, paid quarterly beginning in Q2 of 2022 and extending
through Q3 2027. Further, the note requires a balloon payment at the loan maturity date of December 16, 2027,
which would total $80,325,000 assuming no interim principal payments are made outside of the scheduled quarterly
payments. Interest is accrued at a floating rate of LIBOR plus a 6.50% interest rate spread, subject to a LIBOR floor
of 75 basis points. The interest rate spread will be reduced by 25 basis points at predetermined leverage levels.
The term loan is secured by substantially all of the Company’s assets and subject to both financial and non-financial
covenants.
19
The Company’s scheduled annual repayment of principal and accrued interest that will be due as of December 31,
2021 on Holdings Term Loan is $256,771 of interest and no principal.
10. Commitments
According to the terms of signed agreements between the Company and its franchisees, the Company is obligated
to support the franchisees as outlined in the franchise agreements.
11. Member’s Equity
On December 4, 2018, BWI amended and restated its articles of incorporation to, among other changes, increase
the authorized capitalization of BWI to 500,000 shares of common stock and amend the par value per share from
$1 per share to $0.001. As of December 31, 2020, BWI had 100,000 shares of common stock issued and
outstanding at $0.001 par value per share.
Pursuant to the BWI reorganization, all of the issued and outstanding shares of BWI’s common stock were canceled
and replaced with 100,000 LLC Units.
The following table summarizes the ownership interest in the Company as of December 31, 2021:
December 31, 2021

LLC Units Ownership %
Number of LLC Units held by Brightway Holdings, LLC 100,000 100%
Number of LLC Units outstanding 100,000 100%
12. Litigation
The Company, in the normal course of business, is subject to claims and litigation. Management does not believe
any such claims and litigation will have a material impact on the Company’s financial statements.
20
Brightway Insurance, Inc.
Financial Statements
Table of Contents
Independent Auditors' Report .................................................................................................................................... 1
Financial Statements:
Balance Sheets .............................................................................................................................................................. 3
Statements of Income ................................................................................................................................................. 5
Statements of Stockholders’ Equity ....................................................................................................................... 6
Statements of Cash Flows ......................................................................................................................................... 7
Notes to Financial Statements ................................................................................................................................. 9
Independent Auditors' Report
Stockholders
Jacksonville, Florida
We have audited the accompanying financial statements of Brightway Insurance, Inc. (the “Company”),
which comprise the balance sheets as of December 31, 2020 and 2019 and related statements of income,
stockholders’ equity, and cash flows for the years then ended, and the related notes to the financial
statements.
Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in
accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP”); this includes the design, implementation, and maintenance of internal control relevant to the
preparation and fair presentation of the financial statements that are free from material misstatement,
whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We
conducted our audits in accordance with auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements. The procedures selected depend on the auditors’ judgment, including the
assessment of risks of material misstatement of the financial statements, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the entity’s
preparation and fair presentation of the financial statements in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of
significant accounting estimates made by management, as well as evaluating the overall presentation
of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the
financial position of the Company as of December 31, 2020 and 2019 and the results of its operations
and cash flows for the years then ended in conformity with U.S. GAAP.
Tampa, Florida
April 12, 2021
Balance Sheets
2020 2019
ASSETS
Current assets:
Cash and cash equivalents $ 10,573,040 $ 6,254,849
Restricted cash 953,999 904,716
Deferred commission expense 175,214 572,573
Commissions receivable, net 6,809,808 5,946,647
Notes receivable 114,006 90,924
Notes receivable from related party - 1,060,847
Prepaid expenses and other current assets 1,056,950 910,269
Franchise fee receivable 82,500 -
Other assets 127,793 60,852
Total current assets 19,893,310 15,801,677
Net property and equipment 5,315,925 5,075,124
Other assets:
Notes receivable, net of current 526,741 435,817
Goodwill, net 56,661 70,826
Other intangible assets, net 716,318 1,043,320
Total other assets 1,299,720 1,549,963
Total assets $ 26,508,955 $ 22,426,764

Balance Sheets
December 31, 2020 and 2019 (Continued)
2020 2019
LIABILITIES AND STOCKHOLDERS' EQUITY

Current portion of notes payable $ 5,248,744 $ 2,250,000
Commissions payable, net 7,094,319 5,958,250
Accounts payable and accrued expenses 2,001,102 1,912,576
Deferred revenue 635,791 144,154
Deferred contract fee revenue 195,497 57,236
Territory rights obligation 126,998 152,398
Total current liabilities 15,302,451 10,474,615
Long-term liabilities:
Line of credit 1,185,358 1,574,500
Deferred contract fee revenue, non-current 277,592 609,850
Territory rights obligation - 126,998
Notes payable, net 23,500,000 25,875,000
Total long-term liabilities 24,962,950 28,186,348
Stockholders' equity:
Common stock, $0.001 par value; 500,000 shares authorized;
100,000 shares issued 100 100
Accumulated deficit (13,756,546) (16,234,298)
Total stockholders' equity (13,756,446) (16,234,198)
Total liabilities and stockholders' equity $ 26,508,955 $ 22,426,764

Statements of Income
Years ended December 31, 2020 and 2019
2020 2019
Revenues:
Franchise royalty fees $ 30,006,470 $ 25,939,821
Commission income 3,497,634 3,667,434
Contingency income 2,271,453 1,847,871
Initial franchise fees 1,175,702 1,605,417
Other 138,706 52,259
Total revenues 37,089,965 33,112,802
Operating expenses:
General and administrative expenses 26,756,103 23,054,494
Total operating expenses 26,756,103 23,054,494
Income from operations 10,333,862 10,058,308
Other income (expense):

Interest expense (1,352,363) (1,498,143)
Interest income 98,397 106,876
Total other income (expense) (1,253,967) (1,391,267)
Net income $ 9,079,896 $ 8,667,041

Statements of Stockholders’ Equity
Total
Accumulated stockholders’
Common stock deficit equity
Shares Amount
$ 100 $ 100 $ (20,057,584) $ (20,057,484)
Balance, December 31, 2018
Additional Shares Issued 99,900 - - -
Dividends - - (4,757,658) (4,757,658)

Cumulative effect of adoption of the
(86,097) (86,097)
revenue recognition standard
Net income - - 8,667,041 8,667,041
Balance, December 31, 2019 100,000 100 (16,234,298) (16,234,198)
Dividends - - (6,602,144) (6,602,144)

Net income - - 9,079,896 9,079,896
Balance, December 31, 2020 100,000 $ 100 $ (13,756,546) $ (13,756,446)

2020 2019
Cash flows from operating activities:

Net income $ 9,079,896 $ 8,667,041
Adjustments to reconcile net income to net cash
provided by operating activities:
(Gain)/ loss on disposal of assets (7,497) 17,820
Depreciation and amortization 1,358,752 887,015
Bad debt reserve 234,000 300,000
Changes in operating assets and liabilities:
Commissions receivable (863,161) (910,775)
Prepaid expenses and other current assets 101,237 (973,688)
Notes receivable 712,841 (322,520)
Commissions payable 1,136,069 1,359,227
Contract liabilities and deferred revenue 297,640 246,014
Accounts payable and accrued expenses 151,849 623,694
Net cash provided by operating activities 12,201,626 9,893,828
Cash flows from investing activities:

Purchase of property and equipment (1,286,588) (2,715,817)
Proceeds from sale of property and equipment 35,700 -
Payments of territory rights obligation (152,398) (152,398)
Net cash used by investing activities (1,403,286) (1,587,456)
Cash flows from financing activities:

Borrowings from line of credit (3,800,000) (3,428,626)
Repayments to line of credit 1,160,858 1,374,500
Proceeds from note payable 2,810,420 -
Dividends to stockholders
(6,602,144) (4,757,658)
Net cash used by financing activities (6,430,866) (6,811,784)

Years Ended December 31, 2020 and 2019 (Continued)
2020 2019
Net increase in cash and cash equivalents and 4,367,474 1,494,588

restricted cash
Cash and cash equivalents and restricted cash, beginning of

the year 7,159,565 5,664,977
Cash and cash equivalents and restricted cash, end

of the year $ 11,527,039 $ 7,159,565
Supplemental disclosures:
Cash paid for interest $ 1,352,363 $ 1,498,143
Non-cash investing activities related to:

Assumed obligation in connection with purchase of territory
rights
$ 126,998 $ 279,396

1. Nature of Business and Summary of Significant Accounting Policies
General
Brightway Insurance, Inc. (the “Company”) was organized on August 1, 2003 and started franchising in 2008. The
Company sells multiple lines of insurance including auto, home and life policies on behalf of various insurance
companies and is also a franchisor engaged in developing, marketing and supervising office locations throughout
Alabama, Arkansas, Arizona, California, Colorado, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Louisiana,
Michigan, Missouri, New Jersey, New York, North Carolina, Oklahoma, Oregon, South Carolina, Tennessee, Texas,
Washington, and Wisconsin. The majority of the Company’s business activities are from insurance sales in Florida.
The Company grants franchise agreements that are for an initial term of five years to associate agency owners (the
franchisees) at locations approved by the Company. In addition to initial franchise fees, the Company retains a fixed
portion of commissions related to policies executed by the franchisees, ranging from 15% to 45% based on the
policy status for franchisees under the Retail Agency program and ranging from 20% to 50% for franchisees under
the Office Agent program.
The Company had two hundred and three franchises in operation as of December 31, 2019. During 2020, the
Company sold forty-four franchises, eight franchises left the system, and there was one home office location. The
Company had two hundred and thirty nine franchises in operation as of December 31, 2020.
Basis of accounting
The Company’s financial statements have been prepared in conformity with accounting principles generally
accepted in the United States of America (“GAAP”).
Use of estimates
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements and, the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates and assumptions. Significant estimates underlying
the accompanying financial statements include the application of guidance for revenue recognition and allowances
for estimated policy cancellations.
Cash and cash equivalents and restricted cash

The Company regularly maintains bank deposits in excess of Federal Deposit Insurance Corporation (FDIC) limits.
The Company considers all highly liquid investments purchased with an original maturity of ninety days or less to
be cash equivalents. Restricted cash includes amounts that are legally restricted as to use or withdrawal. Restricted
cash represents cash collected from customers that is payable to insurance companies and for which segregation
of this cash is required by contract with the relevant insurance company providing coverage or by law within the
state.
9
Commissions’ receivable
Commissions’ receivable consist of amounts owed to the Company related to insurance policies executed as of
December 31, 2020 and 2019, which is generally received by the Company within 90 days of policy execution.
Commissions receivable are stated at the amounts billed to the insurance companies less an estimated allowance
for charge backs and bad debt expense. The allowance for charge backs was $857,447 and $722,427 at
December 31, 2020 and 2019, respectively. There was no allowance for bad debt for commission receivable for
December 31, 2020 or 2019.
Property and equipment

Property and equipment are stated at cost. Depreciation is computed principally by the straight-line method.
Estimated useful lives by asset type are as follows:
Furniture and equipment 5 to 10 years

Leasehold improvements 40 years
Automobiles 5 years
Computer software 3 years
The Company develops various software applications for internal use and accounts for costs incurred to develop
such computer software. The Company capitalizes costs incurred during an application’s development stage, which
include costs to design the software configuration and interfaces, coding, installation, and testing. Costs incurred
during the preliminary and post-implementation stages of internal-use computer software are expensed as incurred.
Costs incurred to maintain existing software are expensed as incurred.
Notes receivable
Notes receivable consists of loans to franchisees, secured by their franchise agreements, personal guarantees,
and the assets of the business. These notes accrue interest at rates ranging from 5.25% to 10%. Terms on the
notes range from 10 months to 7 years. An allowance for doubtful notes receivable is estimated based on
management’s judgment of the collectability of these receivables. Notes receivable are stated at the amount due
based on the contract less an estimated allowance doubtful notes receivable. The allowance for doubtful notes
receivable was $834,000 and $600,000 for the years ended December 31, 2020 and 2019, respectively. Bad debt
expense was $6,875 and $31,117 for the years ended December 31, 2020 and 2019, respectively.
Goodwill
Goodwill represents the excess of the cost over the fair value of the net assets of the acquired businesses.
Effective January 1, 2015, the Company adopted the provisions of Accounting Standards Update (ASU) No. 2014-
02, Intangibles-Goodwill and Other (Topic 350): Accounting for Goodwill, which provides an alternative to
accounting for goodwill for private companies. The alternative allows an entity to amortize goodwill over a period
not to exceed 10 years. An entity that elects the alternative is also required to make an election to test goodwill for
impairment at the entity level or the reporting unit level. Under the alternative, goodwill is tested for impairment only
when a triggering event occurs, or circumstances change that indicate that the fair value of the entity (or reporting
unit) may be less than its carrying amount.
The Company adopted the accounting alternative for goodwill as of January 1, 2015 and is amortizing goodwill
existing at that date on a straight-line basis over 10 years. The Company did not have a triggering event during
2020 and 2019.
10
Intangible assets
Intangible assets represent the fair value of books of business, territory rights, a domain name and a trademark
acquired by the Company.
The domain name and trademark are deemed to have an indefinite life and therefore are not amortized. These
intangible assets were assessed for impairment as of December 31, 2020 and 2019 and no impairments were
identified.
Books of business agreements are being amortized over their estimated useful lives. The Company considered
policy renewals, types of acquired policies, the history of the books of business and industry statistics in determining
their estimated useful lives. These intangible assets are reviewed for impairment when events or circumstances
indicate their carrying amount may not be recoverable. No impairment triggering events were identified during 2020
and 2019.
During 2018, the Company repurchased territory rights associated with one territory owner representative
agreement in exchange for a combination of a one-time payment and fixed monthly payments over a two-year
period. The Company has capitalized these payments which are being amortized over the estimated useful life of
the repurchased rights. The Company considered the initial buyout payment period as well as the non-compete
agreement period in determining the useful life of the repurchased rights. These intangible assets are reviewed for
impairment when events or circumstances indicate their carrying amount may not be recoverable. No impairment
triggering events were identified during 2020 and 2019.
Commissions payable
Commissions payable consist of amounts due to agents of the Company related to the commissions receivable.
Commissions payable are stated at the amounts due to the agents less an estimated allowance for charge backs.
The allowances for charge backs is $558,897 and $474,676 at December 31, 2020 and 2019, respectively.
Deferred revenue
Amounts received relating to vendor deposits for carrier sponsored meetings, franchise fees paid but not yet
opened, and medical rebates all to be recorded as deferred revenue and recognized in subsequent periods when
earned.
Deferred contract fee revenue

Amounts received relating to franchises fees are recorded as deferred revenue and recognized in subsequent
periods when earned.
Revenue Recognition
The adoption of the new revenue standard on January 1, 2019 has increased the significance of judgments and
estimates management must make calculating the cost of pre-opening obligations that should be recognized when
a franchise opens. The Company must also take into consideration and make adjustments based on the type of
franchise being opened.
Under the new standard, certain costs to obtain or fulfill a contract that were previously expensed as incurred have
now been capitalized. The Company capitalizes the incremental costs to obtain contracts primarily related to each
contract's specifically identifiable franchise sales labor cost and bonus payments. These deferred costs are
amortized over the expected life of the underlying franchise fee and are included in Other assets in the Company's
consolidated balance sheet as of December 31, 2020.
11
Advertising costs
The Company expenses advertising and marketing costs as incurred. Advertising and marketing expense charged
to operations and recorded in general and administrative expenses in the accompanying statements of income
amounted to $277,024 and $246,697 for the years ended December 31, 2020 and 2019, respectively.
Distributions
Distributions to shareholders are recorded when declared.
Variable interest entities

In 2016, the Company adopted the provisions of Accounting Standards Update (ASU) No. 2014-07, Consolidation
(Topic 810): Applying Variable Interest Entities Guidance to Common Control Leasing Arrangements. This ASU
provides an accounting alternative for private companies, whereby if certain criteria are met, an entity need not
evaluate a lessor entity under variable interest entity (VIE) accounting guidance.
The Company has a leasing arrangement with Brightway Ventures, LLC, an entity under common control. Because
the Company has determined the relationship qualifies for the VIE accounting alternative, it has not included
Brightway Ventures, LLC in its financial statements.
Income taxes
Brightway Insurance, Inc. has elected to be taxed as an S Corporation. Under such election, the Company’s federal
taxable income, tax credits, and substantially all state taxable income are passed through to the individual
stockholders.
Accounting guidance prescribes a recognition threshold and measurement attribute for the financial statement
recognition and measurement of tax positions taken or expected to be taken in an income tax return. Consideration
is given to the recognition and measurement of tax positions that meet a “more-likely-than-not” threshold. A tax
position is a position taken in a previously filed tax return or a position expected to be taken in a future tax return
that is reflected in measuring current or deferred income tax and liabilities. Tax positions taken for various
jurisdictions consider the amounts and probabilities of outcomes that could be realized upon settlement using the
facts, circumstance, and information available at the reporting date. The Company has determined that it does not
have any material uncertain tax positions as of December 31, 2020 and 2019.
New accounting pronouncements

Leases
In February 2016, the FASB issued ASU 2016-02, Leases, intended to improve financial reporting about leasing
transactions. The core principle of the guidance is that lessees will be required to recognize assets and liabilities
on the balance sheet for all leases with terms of more than twelve months. A lessee would recognize a liability to
make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term.
The accounting applied by the lessor is largely unchanged from current GAAP, with some targeted improvements.
Disclosures will be required by lessees and lessors to meet the objective of enabling users of financial statements
to assess the amount, timing, and uncertainty of cash flows arising from leases. In transition, both lessees and
lessors are required to recognize and measure leases at the beginning of the earliest period presented using a
modified retrospective approach. The amendments are effective for the Company for annual reporting periods
12
Credit Losses
In June 2016, the FASB issued ASU 2016-13, Credit Losses, intended to bring consistency in accounting treatment
across different types of financials instruments. It requires companies to include measurement of all credit losses
on certain financial instruments. The amendments are effective for the Company for annual reporting periods
Impacts of COVID-19
On March 11, 2020, the World Health Organization declared the COVID-19 outbreak a “pandemic.” The extent to
which the COVID-19 pandemic and the related economic impact may affect the Company’s financial condition or
results of operations is uncertain. The extent of the impact on the Company’s operational and financial performance
will depend on various factors, including the duration and spread of the outbreak and its impact on home sales and
consumer spending. To date, the pandemic has not increased the costs of or access to capital under the term note
and revolving credit facility, and management does not believe it is reasonably likely to do so in the future. In
addition, management does not believe that the pandemic will affect the Company’s ongoing ability to meet the
covenants in the Company’s debt instruments, including under the term note and revolving credit facility. To date,
the pandemic has not impacted the collectability of receivables or adversely affected the Company’s ability to
generate new business, add new franchises, or retain existing franchises or policies. Due to the nature of the
business, the effect of the COVID-19 pandemic may not be fully reflected in the Company’s results of operations
until future periods. Changes in consumer behavior linked to the COVID-19 pandemic may have contributed to
reduced loss ratios through the twelve months ended December 31, 2020, increasing the amount of revenue from
contingent commissions the Company expects to receive.
Subsequent events
The Company evaluated the recognition and disclosure of subsequent events for its financial statements through
April 12, 2020, the date the financial statements were available to be issued.
On February 12, 2021 the Company refinanced and increased its term loan debt to $30,000,000 and increased its
revolving line of credit to $10,000,000 with J.P. Morgan Chase for a new five-year term. The purpose of the revolving
line of credit is to provide working capital and fund acquisitions. The Company also completed a fixed rate swap of
0.614 percent on the variable rate component of the interest expense it pays on its term loan debt. The other
component of the interest expense paid (currently 2.10%) on both term debt and the revolving line of credit is based
on the Company's leverage ratio. The variable rate component of the revolving line of credit accrues interest based
on the 1-month LIBOR rate (currently .145%). The term loan and revolving line of credit is secured by substantially
all of the Company’s assets and subject to both financial and non-financial covenants.
13
2. Revenue and cost recognition
Disaggregation of Revenue
The following table disaggregates revenue by segment and source for 2020 and 2019:
Franchise revenues
Franchise revenues include initial franchise fees and ongoing new and renewal royalty fees from franchisees. The
Company recognizes franchise royalties by applying the sales-and usage-based royalties exception, estimating the
sales of policies when the policy is executed, net of chargebacks. Revenue from initial franchise fees is generated
from a contract between the Company and a franchisee. The Company's initial performance obligation is to provide
initial training, onboarding, and general marketing guidance. The Company’s ongoing performance obligation is to
provide ongoing support and use of the Company's brand and business operations over the period of the franchise
agreement. The transaction price is set by the franchise agreement. Revenue associated with the Company’s
ongoing performance obligation is recognized over the life of the franchise agreement. For Retail Agencies,
approximately eighty percent (80%) of the initial franchise fee is recognized in the month the agent opens for
business and twenty percent (20%) of initial franchise fees are recognized as revenue over the 5-year life of the
franchise contract for Retail agencies, beginning on the start date of the contract. This amount is captured in
deferred contract fee revenue on the balance sheet until it can be recognized. For Office Standard and Office
Enhanced Agencies, the full franchise fee is recognized in the month the agent opens for business. Retail agencies
have a $60,000 franchise fee and have minimum requirements around retail location and number of people in the
office. Office Enhanced agencies have a $30,000 franchise fee and Office Standard agencies have a $5,000
franchise fee.
Under the Franchise Channel, the Company concluded they are acting in an agent capacity as the Company is not
considered to transfer control of the services provided, therefore royalty fees are presented net of franchise agent
commission expense of $30,006,830 and $25,939,821 during the years ended December 31, 2020 and 2019.
14
Commissions
The Company earns new and renewal commissions paid by insurance carriers for the binding of insurance
coverage. The transactions price is set as the estimated commissions to be received over the term of the policy,
net of a constraint for cancellations. These commissions are earned at a point in time upon the effective date of
bound insurance coverage, as no performance obligation exists after coverage is bound.
Contingency Commissions
The Company also earns contingent commissions from the insurance carriers based on the growth and the
profitability of the premiums being placed with the insurance carrier. The performance obligations for contingent
commissions will vary by contract, but generally include the Company increasing profitable written premium with
the insurance carrier. The transaction price for contingent commissions is estimated based on all available
information and is recognized at a point in time upon when the amount of consideration that will be received such
that a significant reversal of revenue is not possible.
Deferred Contract Expense

Additionally, the Company has evaluated ASC Topic 340 - Other Assets and Deferred Cost (“ASC 340”) which
requires companies to defer certain incremental cost to obtain customer contracts, and certain costs to fulfill
customer contracts.
Incremental cost to obtain - The adoption of ASC 340 resulted in the Company deferring certain costs to obtain
franchise contracts primarily as they relate to the Franchise Channel compensation expense that is directly related
to obtaining new franchise agreements. These incremental costs are deferred and amortized over a 5-year period,
which is consistent with the term of the contact.
Costs to fulfill - The Company has evaluated the need to capitalize costs to fulfill customer contracts and has
determined that there are no costs that meet the definition for capitalization under ASC 340.
Increase/
Cost to obtain franchise contracts $ 175,214 $ 572,573 $ (397,359)

Receivable from franchisees 82,500 - 82,500
Contract liability 473,089 667,086 (193,997)
Contract liability at beginning of period $ 667,086 $ 609,849 $ 57,237

Revenue recognized during the period (1,175,702) (1,605,417) 429,715
New deferrals 981,705 1,662,654 (680,949)
Contract liability at end of period $ 473,089 $ 667,086 $ (193,997)
15
3. Goodwill
The Company recognized goodwill and indefinite lived intangible assets upon the acquisition of the assets. Goodwill
at December 31, 2020 and 2019 is as follows:
2020 2019
Domain name $ 17,914 $ 22,392

Trademark 4,747 5,933
Goodwill 85,000 85,000
Accumulated amortization (51,000) (42,500)
Goodwill, net $ 56,661 $ 70,826
The Company is amortizing the expense over 10 years and amortization expense related to goodwill was $8,500
for the years ended December 31, 2020 and 2019.
The following is a schedule by year of future amortization of goodwill:
2021 $ 14,165
2022 14,165
2023 14,165
2024 14,166
$ 56,661
4. Intangible Assets
Intangible assets as of December 31, 2020 is as follows:
Amortization
2020 2019 Period
Books of business $ 464,819 $ 464,819 10 years

Territory rights 2,238,220 2,238,220 7 years
2,703,039 2,703,039
Accumulated amortization (1,986,721) (1,659,719)
Other intangibles assets, net $ 716,318 $ 1,043,320
Amortization expense related to intangible assets was $343,171 and $350,352 for the years ended December 31,
2020 and 2019, respectively.
16
Future expected amortization expense of the Company’s books of business and territory rights intangible assets
are as follows:
2021 $ 327,003
2022 173,323
2023 80,537
2024 73,885
2025 61,570
$ 716,318
5. Property and Equipment
Major classifications of property and equipment are summarized as follows for the years ended December 31:
2020 2019
Property and equipment $ 2,607,480 $ 2,394,545

Furniture and equipment 2,138,086 2,135,063
Leasehold improvements - 62,452
Automobiles 2,800,384 907,829
Computer software 219,610 1,041,535
Construction in progress
Total Property and equipment 7,765,560 6,541,424
Less: accumulated depreciation 2,449,635 1,466,300
Net property and equipment $ 5,315,925 $ 5,075,124
Depreciation expense was $1,015,581 and $536,663 for the years ended December 31, 2020 and 2019,
respectively, The Company sold two company cars during the year ended December 31, 2020 resulting in a gain
of $8,432. The Company also disposed of property and equipment during the year ended Dec 31,2020 resulting in
a loss on disposal of $935, which is included in general and administrative expenses on the accompanying
statements of income and retained earnings (deficit). Depreciation expense for internal use software was $677,771
and $35,071 for the year ended December 31, 2020 and 2019, respectively, and is included as a component of
depreciation expense in the statement of income.
6. Line of Credit
During 2019, the Company obtained a $5,000,000 line of credit that matures in October 31, 2023. The purpose of
the line of credit is to provide working capital and fund acquisitions. The line of credit accrues interest at 1-month
LIBOR plus an interest rate of 2.1% (2.25% at December 31, 2020) based on the leverage ratio of the Company
and is payable monthly. The line of credit is secured by substantially all of the Company’s assets and subject to
both financial and non-financial covenants. There was $1,185,358 and $1,574,500 outstanding on the Company’s
line of credit at December 31, 2020 and 2019, respectively.
17
7. Notes Payable
Notes payable consists of the following at December 31:
2020 2019
Notes payable (1) $ 63,324 $ -

PPP loan (2) 2,810,420 -
Term loan (3) 25,875,000 28,125,000
28,748,744 28,125,000
Less: current portion (5,248,744) (2,250,000)
$ 23,500,000 $ 25,875,000
(1) Various notes payable made in connection with pass through loans for The Companies franchisees with an
outside vendor.
(2) On April 8, 2020 the Company received a PPP loan for $2,810,420. The payback amount and terms are
still not determined but The Company is in the process of submitting a waiver application.
(3) On October 31, 2018 the Company entered a term loan to borrow $30,000,000. The note requires monthly
principal payments of $125,000 through October 30, 2019 and monthly principal payments of $187,500
from November 30, 2019 through October 30, 2021 plus accrued and unpaid interest. And the note payment
requires a balloon payment of 20,500,000 in October 2023. Interest is accrued at a fixed swap rate of 2.1%
(4.58% at December 31, 2020) based on the leverage ratio of the Company. The note matures on
October 31, 2023. The note is secured by substantially all of the Company’s assets and subject to both
financial and non-financial covenants.
The scheduled maturities of the Company’s notes payable as of December 31, 2020 is as follows:
2021 $ 5,248,744
2022 3,000,000
2023 20,500,000
$ 28,748,744
8. Retirement Plan
The Company maintains a profit-sharing plan covering most employees after 90 days of service. The Company
contributes a fixed matching contribution of 100% of participant deferrals up to 3% of compensation and 50% of
participant deferrals on the next 2% of compensation. The Company’s contributions to the plan were $327,252 and
18
9. Related Party Transactions
The Company leases its facility from Brightway Ventures, LLC. The lease requires the payment of monthly rent
through 2024. The Company is also responsible for certain executory costs such as interest and sales tax. Future
minimum lease payments are summarized as follows:
Year Ending
December 31,
2021 $ 1,009,190
2022 1,049,558
2023 1,091,540
2024 1,135,202
$ 4,285,490
Rental expense was $829,122 and $587,924 for the years ended December 31, 2020 and 2019, respectively.
On February 28, 2020, the Company made the decision to forgive the outstanding note receivable from its affiliate.
Under current related party rules the note was removed from each party’s balance sheet by making corresponding
offsetting entries to both partiy’s capital accounts.
For the year ended December 31, 2020 and 2019, the Company received gross commissions of $3,466,979 and
$1,502,872 from policies written through a related party.
10. Commitments
According to the terms of signed agreements between the Company and its franchisees, the Company is obligated
to support the franchisees as outlined in the franchise agreements.
11. Stockholders’ Equity
On May 1, 2019, the Company’s board of directors amended and restated the Company’s shareholder agreement
amending the par value per share from $1 per share to $0.001. Under the amended and restated shareholder
agreement, the Company has authorized capitalization up to 500,000 shares of common stock and issued 100,000
shares on May 1, 2019. As of December 31, 2019 and 2020, the Company had 100,000 shares issued and
outstanding at $0.001 par value.
12. Litigation
The Company, in the normal course of business, is subject to claims and litigation. Management does not believe
any such claims and litigation will have a material impact on the Company’s financial statements.
19
EXHIBIT B:
FRANCHISE AGREEMENT

Franchise Agreement
BRIGHTWAY INSURANCE, LLC FRANCHISE AGREEMENT
TABLE OF CONTENTS
1. DEFINITIONS ............................................................................................................................................................ 2
2. GRANT OF FRANCHISE ............................................................................................................................................. 4

A) GRANT ........................................................................................................................................................................... 4
B) NO RIGHT TO OPERATE ADDITIONAL LOCATIONS .................................................................................................................... 4
C) NON-EXCLUSIVITY OF GRANT ............................................................................................................................................. 5
D) RESERVED RIGHTS ............................................................................................................................................................ 5
3. TERM AND RENEWAL ............................................................................................................................................... 5
A) INITIAL TERM................................................................................................................................................................... 5
B) RENEWAL ....................................................................................................................................................................... 5
4. INITIAL FEE PAYABLE BY AAO ................................................................................................................................... 5
5. BRIGHTWAY’S OBLIGATIONS ................................................................................................................................... 6

A) PRIOR TO COMMENCING OPERATIONS OF BRIGHTWAY LOCATION. ............................................................................................ 6
i. Location Approval ................................................................................................................................................... 6
ii. Fixtures/Furnishings ............................................................................................................................................... 6
iii. Initial Training Program .......................................................................................................................................... 6
iv. Access to Proprietary Materials .............................................................................................................................. 7
v. Brightway Technology Specifications ..................................................................................................................... 7
vi. Web Presence ......................................................................................................................................................... 7
vii. Commencing Operations of the Brightway Location .............................................................................................. 7
B) AFTER COMMENCING OPERATIONS OF THE BRIGHTWAY LOCATION. ........................................................................................... 7
i. Store Standards ...................................................................................................................................................... 7
ii. Marketing Support ................................................................................................................................................. 7
iii. Business Consulting ................................................................................................................................................ 7
iv. Group Purchasing. .................................................................................................................................................. 7
C) GENERAL ........................................................................................................................................................................ 7
i. Access to Contracted Companies ............................................................................................................................ 7
ii. Service Center ......................................................................................................................................................... 8
iii. Policy Documentation ............................................................................................................................................. 8
iv. Errors & Omissions Insurance ................................................................................................................................. 8
v. Access to Client Records ......................................................................................................................................... 8
vi. Communication About Brightway Location ............................................................................................................ 8
6. AAO’S OBLIGATIONS ................................................................................................................................................ 8
A) PRIOR TO COMMENCING OPERATIONS ................................................................................................................................. 9
i. Proposed Site .......................................................................................................................................................... 9
a. If AAO is operating a Retail Agency, ....................................................................................................................... 9
b. If AAO is operating an Office Agency, ..................................................................................................................... 9
ii. Plans and Specifications ......................................................................................................................................... 9
iii. Permits and Certifications ...................................................................................................................................... 9
iv. Lease Agreement .................................................................................................................................................... 9
v. Fixtures and Furnishings ......................................................................................................................................... 9
vi. Store Signage .......................................................................................................................................................... 9
vii. Telephone Number ............................................................................................................................................... 10
viii. Completion of Buildout ......................................................................................................................................... 10
ix. Completion of Business Planning and Training .................................................................................................... 10
x. Required Licenses. ................................................................................................................................................ 10
xi. Authorization to Open .......................................................................................................................................... 10
Franchise Agreement
B) ONGOING COMPLIANCE .................................................................................................................................................. 10
i. Maintaining Store Standards ................................................................................................................................ 10
ii. Exclusive Use of the Premises ............................................................................................................................... 10
iii. Appearance of the Store ....................................................................................................................................... 10
iv. Maintaining Brightway Standards ........................................................................................................................ 11
v. Maintaining Licenses and Other Required Documentation .................................................................................. 11
vi. Premises Upkeep .................................................................................................................................................. 11
vii. Vendor Payments ................................................................................................................................................. 11
viii. Business Hours ...................................................................................................................................................... 11
ix. Staffing ................................................................................................................................................................. 11
x. Additional Training ............................................................................................................................................... 11
xi. Responding to Customer Inquiries ........................................................................................................................ 12
xii. Deviation of Specifications ................................................................................................................................... 12
xiii. Relocating the Brightway Location ....................................................................................................................... 12
xiv. Maintaining Technology Specifications ................................................................................................................ 12
7. ADDITIONAL AAO OBLIGATIONS .............................................................................................................................12
A) INSURANCE AGENCY ACTIVITIES ........................................................................................................................................ 13
B) MAINTAIN EXCLUSIVITY TO BRIGHTWAY AND THE CONTRACTED COMPANIES ............................................................................. 13
C) APPROVED VENDORS. ..................................................................................................................................................... 13
D) NON-APPROVED VENDORS .............................................................................................................................................. 13
E) MAINTAINING REQUIRED HARDWARE AND SOFTWARE .......................................................................................................... 14
F) WEB PRESENCE ............................................................................................................................................................. 14
G) INTERNET PRESENCE ONLY AS ASSIGNED............................................................................................................................. 15
H) OWNERSHIP OF URLS ..................................................................................................................................................... 15
I) DATA SECURITY ............................................................................................................................................................. 15
J) LICENSES AND APPROVED ACTIVITY.................................................................................................................................... 15
K) ADDITIONAL STAFF. ........................................................................................................................................................ 15
L) AUTHORIZED PRODUCTS AND SERVICES .............................................................................................................................. 15
M) CLIENT ACCOUNT OWNERSHIP AND TRANSITIONING ANY EXISTING CLIENTS............................................................................... 16
N) PAYMENT OF FUNDS/FORWARDING OF COMMUNICATIONS.................................................................................................... 16
O) DELIVERY OF POLICY APPLICATIONS. .................................................................................................................................. 16
P) COMPLIANCE WITH LAWS AND CONTRACTED COMPANY REQUIREMENTS .................................................................................. 16
Q) BEST EFFORTS ............................................................................................................................................................... 16
R) REPORTING LEGAL OR REGULATORY ISSUES ......................................................................................................................... 16
S) FINANCIAL REPORTS ....................................................................................................................................................... 17
T) MAINTAINING GAAP FINANCIAL RECORDS ......................................................................................................................... 17
U) MAINTAINING WORKING CAPITAL ..................................................................................................................................... 17
V) AAO’S STAFF AND ONGOING COMPLIANCE......................................................................................................................... 17
8. COMPENSATION AND OTHER FEES .........................................................................................................................18
A) NEW BUSINESS .............................................................................................................................................................. 18
B) RENEWAL BUSINESS........................................................................................................................................................ 18
C) COMMISSION ENHANCEMENT FEE. .................................................................................................................................... 18
D) POLICY FEES .................................................................................................................................................................. 19
E) WHEN NEW AND RENEWAL PAYMENTS STOP ...................................................................................................................... 19
F) SHARED EXPENSES .......................................................................................................................................................... 19
G) PAYMENTS ARE MADE ELECTRONICALLY ............................................................................................................................. 19
H) POLICIES FOR WHICH PAYMENT WILL NOT BE MADE............................................................................................................ 20
I) BRIGHTWAY SALES COMMISSIONS FOR RETAIL AGENCY AAOS CONTINUING TO OPERATE WITHOUT A RETAIL SPACE......................... 20
J) NATIONAL ACCOUNT CUSTOMERS ..................................................................................................................................... 20
9. LICENSED MARKS ....................................................................................................................................................20
A) BRIGHTWAY OWNS THE LICENSED MARKS .......................................................................................................................... 20
Franchise Agreement
B) UNAUTHORIZED USE OF LICENSED MARKS .......................................................................................................................... 20
C) LITIGATION RELATED TO THE LICENSED MARKS .................................................................................................................... 21
D) AAO’S USE OF THE MARKS .............................................................................................................................................. 21
E) NEW, MODIFIED OR REPLACEMENT MARKS ........................................................................................................................ 21
F) USE OF OTHER MARKS .................................................................................................................................................... 22
10. CONFIDENTIAL OPERATING MANUAL AND CONFIDENTIAL INFORMATION ........................................................22
A) CONFIDENTIAL OPERATING MANUAL ON LOAN TO AAO ........................................................................................................ 22
B) CONFIDENTIAL OPERATING MANUAL MODIFICATIONS........................................................................................................... 22
C) MOST CURRENT VERSION OF THE CONFIDENTIAL OPERATING MANUAL .................................................................................... 22
D) NONDISCLOSURE OF CONFIDENTIAL INFORMATION ............................................................................................................... 22
E) MAINTAINING POSITIVE GOODWILL ................................................................................................................................... 22
F) NEW CONCEPTS ............................................................................................................................................................. 23
11. MARKETING AND ADVERTISING .........................................................................................................................23
A) LOCAL ADVERTISING MATERIALS ....................................................................................................................................... 23
B) ADVERTISING REQUIREMENTS. AAO IS REQUIRED TO ............................................................................................................ 23
i. List Brightway Location in Local and Online Directories ....................................................................................... 23
ii. Maintain Required Promotional Materials ........................................................................................................... 23
iii. Use Approved Business Stationery ....................................................................................................................... 23
iv. Use Phone Numbers and Internet Addresses........................................................................................................ 23
C) ALL PROMOTIONAL/MARKETING/ADVERTISING MATERIALS MUST BE PRE-APPROVED................................................................ 23
D) ADVERTISING FUND. ....................................................................................................................................................... 24
i. Brightway’s Use of Advertising Fund .................................................................................................................... 24
ii. Surveys .................................................................................................................................................................. 24
iii. Reimbursement of Reasonable Costs and Overhead ............................................................................................ 24
iv. Brightway’s Contribution to the Fund .................................................................................................................. 24
v. Advertising Fund Statements................................................................................................................................ 25
E) LOCAL ADVERTISING REQUIREMENT. .................................................................................................................................. 25
F) OPENING ADVERTISING PROGRAM .................................................................................................................................... 25
G) CO-OP ADVERTISING AND OTHER MARKETING PROGRAMS .................................................................................................... 25
H) REQUIREMENT TO USE ONLY BRIGHTWAY-ASSIGNED WEBSITE AND URL ................................................................................. 26
I) MARKETING REPRESENTATIVES MUST BE PRE-APPROVED ...................................................................................................... 26
J) DISPLAYS AT THE PREMISES .............................................................................................................................................. 26
12. COVENANTS ........................................................................................................................................................26
A) IN-TERM NON-COMPETE................................................................................................................................................. 26
B) POST-TERM NON-COMPETE ............................................................................................................................................ 27
C) NON-SOLICITATION OF CUSTOMERS................................................................................................................................... 27
D) MAINTAIN CONFIDENTIALITY; STAFF CONFIDENTIALITY AGREEMENTS ....................................................................................... 27
E) COVENANTS ARE INDEPENDENT OF OTHER COVENANTS OR PROVISIONS OF THIS AGREEMENT ...................................................... 27
13. TRANSFER AND ASSIGNMENT .............................................................................................................................28
A) BRIGHTWAY’S RIGHT TO TRANSFER .................................................................................................................................... 28
B) TRANSFERS REQUIRE PRIOR WRITTEN APPROVAL ................................................................................................................. 28
C) BRIGHTWAY’S RIGHT OF FIRST REFUSAL IN THE EVENT OF ANY TRANSFER ................................................................................. 28
D) AAO’S INCAPACITATION .................................................................................................................................................. 29
E) CONSENT TO TRANSFER ................................................................................................................................................... 29
i. Transferee Must be Approved .............................................................................................................................. 29
ii. Terms are Commercially Reasonable.................................................................................................................... 30
iii. AAO’s Obligations are Satisfied ............................................................................................................................ 30
iv. Transferee Obligations are Satisfied ..................................................................................................................... 30
v. Requirements for Transfer .................................................................................................................................... 30
F) ONE-TIME TRANSFER TO LEGAL ENTITY WHOLLY OWNED BY INDIVIDUAL AAO .......................................................................... 31
Franchise Agreement
G) BRIGHTWAY’S CONSENT TO TRANSFER ............................................................................................................................... 31
H) ASSIGNMENT OF INTERESTS .............................................................................................................................................. 31
I) RESTRICTION ON AAO STOCK ........................................................................................................................................... 31
J) RIGHT TO COMPENSATION FOLLOWING TRANSFER ............................................................................................................... 31
K) GIFTING THE FRANCHISE .................................................................................................................................................. 32
L) FOLLOWING THE GIFTING OF A FRANCHISE .......................................................................................................................... 32
14. ADDITIONAL REPRESENTATIONS AND WARRANTIES ..........................................................................................32
A) DULY ORGANIZED .......................................................................................................................................................... 32
B) AGREEMENT DOESN’T VIOLATE OTHER OBLIGATIONS TO THIRD PARTIES .................................................................................. 32
C) ALL APPLICABLE LICENSING LAWS/REGULATIONS MUST BE FOLLOWED .................................................................................... 33
D) NOTIFY BRIGHTWAY OF ANY AND ALL LITIGATION ................................................................................................................ 33
E) NOTIFY BRIGHTWAY OF ANY AND ALL INVESTIGATIONS.......................................................................................................... 33
F) AUTHORITY TO ENTER INTO THIS AGREEMENT ..................................................................................................................... 33
G) ADHERENCE TO ANTI-TERRORISM LAWS ............................................................................................................................. 33
15. DEFAULT AND TERMINATION .............................................................................................................................34
A) AUTOMATIC TERMINATION .............................................................................................................................................. 34
i. Voluntary Bankruptcy ........................................................................................................................................... 34
ii. Involuntary Bankruptcy ........................................................................................................................................ 34
iii. Unauthorized Transfer .......................................................................................................................................... 34
B) WITH NOTICE AND WITHOUT OPPORTUNITY TO CURE .......................................................................................................... 34
i. Criminal Acts ......................................................................................................................................................... 34
ii. Fraud..................................................................................................................................................................... 34
iii. Misrepresentation ................................................................................................................................................ 34
iv. Failure to Complete Training ................................................................................................................................ 34
v. Repeated Breaches ............................................................................................................................................... 34
vi. Breach of Other Agreements ................................................................................................................................ 34
vii. Misuse of the Licensed Marks or Confidential Information .................................................................................. 34
viii. Violation of Health or Safety Law ......................................................................................................................... 34
ix. Violation of In-term Restrictive Covenant............................................................................................................. 34
x. Liens ...................................................................................................................................................................... 35
xi. Insolvency ............................................................................................................................................................. 35
xii. Abandonment ....................................................................................................................................................... 35
xiii. Unauthorized Products or Services ....................................................................................................................... 35
xiv. Unauthorized Contracted Company Appointment. .............................................................................................. 35
xv. Failure to Maintain Insurance .............................................................................................................................. 35
xvi. Violation of Insurance Law or Government Actions ............................................................................................. 35
xvii. Misuse of Assets or Information ........................................................................................................................... 35
xviii. Anti-Terrorist Activities ......................................................................................................................................... 35
xix. Unauthorized Relocation ...................................................................................................................................... 35
xx. Contracted Companies ......................................................................................................................................... 35
xxi. Failure to Submit Financial Reports ...................................................................................................................... 35
xxii. Other Conduct Reflecting Adversely on System .................................................................................................... 35
xxiii. Failure to Open ..................................................................................................................................................... 35
xxiv. Proprietary Software. ........................................................................................................................................... 35
C) UPON 15 DAYS’ NOTICE TO CURE ..................................................................................................................................... 36
i. Nonpayment ......................................................................................................................................................... 36
ii. Endorsement of Checks ........................................................................................................................................ 36
iii. Interruption of Service .......................................................................................................................................... 36
iv. Failure to Personally Supervise Business Operations or Employ Adequate Personnel.......................................... 36
v. Quality Control ..................................................................................................................................................... 36
vi. Licenses and Permits............................................................................................................................................. 36
vii. Using Unauthorized Vendors ................................................................................................................................ 36
Franchise Agreement
D) UPON 30 DAYS’ NOTICE TO CURE ..................................................................................................................................... 36
E) STEP-IN RIGHTS ............................................................................................................................................................. 36
F) NON-WAIVER ............................................................................................................................................................... 37
G) NOTICE ........................................................................................................................................................................ 37
16. POST-TERM RIGHTS AND OBLIGATIONS..............................................................................................................37
A) AAO’S OBLIGATIONS ...................................................................................................................................................... 37
i. Cease All Operations ............................................................................................................................................. 37
ii. Pay Outstanding Debt .......................................................................................................................................... 37
iii. Discontinue Use of Licensed Marks ...................................................................................................................... 37
iv. Discontinue Use of Proprietary Materials ............................................................................................................. 37
v. Discontinue and Redirect All Listings .................................................................................................................... 37
vi. Remove All Signage .............................................................................................................................................. 37
vii. Cease Identifying as Brightway ............................................................................................................................ 37
viii. Cease Using Trade Name ...................................................................................................................................... 37
ix. Allow Brightway to Perform Final Inspection of Books......................................................................................... 38
x. Comply with Post-Termination Covenants ........................................................................................................... 38
xi. Cease Using Methods ........................................................................................................................................... 38
xii. Perform all Offboarding Duties............................................................................................................................. 38
xiii. Surrender Customer Information. ......................................................................................................................... 38
xiv. Forward Correspondence...................................................................................................................................... 38
xv. Obtain E&O Tail Policy .......................................................................................................................................... 38
xvi. Vacate Premises ................................................................................................................................................... 38
xvii. Execute a General Release .................................................................................................................................... 38
B) POWER OF ATTORNEY ..................................................................................................................................................... 38
C) OPTION TO PURCHASE PERSONAL PROPERTY ....................................................................................................................... 38
D) DAMAGES, COSTS, AND EXPENSES ..................................................................................................................................... 39
17. POST-TERM EXTENDED EARNINGS ......................................................................................................................39
A) ELIGIBILITY FOR POST-TERM EXTENDED EARNINGS ............................................................................................................... 39
B) CALCULATING POST-TERM EXTENDED EARNINGS ................................................................................................................. 39
C) WHEN POST-TERM EXTENDED EARNINGS ARE PAID .............................................................................................................. 39
D) BRIGHTWAY TO PROVIDE CALCULATIONS ............................................................................................................................ 39
E) FIRST RECALCULATION..................................................................................................................................................... 39
F) SECOND RECALCULATION ................................................................................................................................................. 40
i. Example ................................................................................................................................................................ 40
G) WHEN POST-TERM EXTENDED EARNINGS TERMINATE........................................................................................................... 41
18. INSURANCE .........................................................................................................................................................41
A) REQUIRED INSURANCE POLICIES ........................................................................................................................................ 41
B) CERTIFICATES OF INSURANCE ON FILE WITH BRIGHTWAY ........................................................................................................ 41
C) AAO’S LIABILITY TO BRIGHTWAY....................................................................................................................................... 41
D) BRIGHTWAY’S OPTION TO FORCE PLACE ............................................................................................................................. 41
19. TAXES, PERMITS, INDEBTEDNESS, COMPLIANCE WITH LAWS .............................................................................41
A) AAO RESPONSIBLE FOR TIMELY PAYMENT OF ALL TAXES DUE ................................................................................................. 41
B) COMPLIANCE WITH LAWS, RULES AND REGULATIONS REQUIRED ............................................................................................. 41
C) AAO RESPONSIBLE FOR ALL DEBTS AND OBLIGATIONS .......................................................................................................... 42
20. INDEPENDENT CONTRACTOR AND INDEMNIFICATION .......................................................................................42
A) INDEPENDENT CONTRACTOR RELATIONSHIP......................................................................................................................... 42
B) INDEMNIFICATION .......................................................................................................................................................... 42
C) SURVIVABILITY. .............................................................................................................................................................. 43

Franchise Agreement
21. WRITTEN APPROVALS, WAIVERS, FORMS OF AGREEMENT AND AMENDMENT ..................................................43
A) WRITTEN REQUEST FOR BRIGHTWAY’S APPROVAL ................................................................................................................ 43
B) NON-WAIVER ............................................................................................................................................................... 43
C) AGREEMENTS MAY VARY................................................................................................................................................. 43
D) AMENDMENT ................................................................................................................................................................ 43
22. ENFORCEMENT ...................................................................................................................................................43
A) BRIGHTWAY’S ACCESS TO AAO’S BRIGHTWAY LOCATION AND RECORDS................................................................................... 43
B) TEMPORARY OR PERMANENT INJUNCTIONS ......................................................................................................................... 44
23. NOTICES ..............................................................................................................................................................44
A) NOTICES IN WRITING, HOW TO DELIVER ............................................................................................................................. 44
B) NOTICES TO BRIGHTWAY ................................................................................................................................................. 44
C) NOTICES TO OTHERS ....................................................................................................................................................... 44
D) EFFECTIVE NOTICE REQUIREMENTS .................................................................................................................................... 44
24. GOVERNING LAW AND DISPUTE RESOLUTION ....................................................................................................45
A) AGREEMENT GOVERNED BY FLORIDA LAW .......................................................................................................................... 45
B) INTERNAL DISPUTE RESOLUTION ....................................................................................................................................... 45
C) NON-BINDING MEDIATION FOLLOWING INTERNAL DISPUTE RESOLUTION ................................................................................. 45
D) JURISDICTION AND VENUE................................................................................................................................................ 45
E) SERVICE OF PROCESS....................................................................................................................................................... 46
F) TIMEFRAME IN WHICH ACTION MAY BE BROUGHT............................................................................................................... 46
G) NOTICE OF VIOLATION OR BREACH .................................................................................................................................... 46
H) THIRD PARTY BENEFICIARIES............................................................................................................................................. 46
I) RIGHT TO CERTAIN CLAIMS WAIVED .................................................................................................................................. 46
J) BRIGHTWAY SOLELY RESPONSIBLE ..................................................................................................................................... 46
K) RIGHTS WAIVED TO TRIAL BY JURY .................................................................................................................................... 46
25. MISCELLANEOUS.................................................................................................................................................47
A) SEVERABILITY................................................................................................................................................................. 47
B) AGREEMENT MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS; ELECTRONIC SIGNATURES PERMITTED .................................... 47
C) HEADINGS AND CAPTIONS FOR REFERENCE ONLY ................................................................................................................. 47
D) PROVISIONS SURVIVE AGREEMENT .................................................................................................................................... 47
E) PARTIES AGREE TO SIGN ADDITIONAL DOCUMENTS WHEN NECESSARY .................................................................................... 47
F) AAO UNDERSTANDS AGREEMENT ..................................................................................................................................... 47
G) TERMS ARE BINDING ....................................................................................................................................................... 47
H) TIME IS OF THE ESSENCE .................................................................................................................................................. 48
I) EXHIBITS AND SCHEDULES ARE INCORPORATED..................................................................................................................... 48
J) PAYMENT OF ATTORNEYS’ FEES ........................................................................................................................................ 48
K) FORCE MAJEURE ............................................................................................................................................................ 48
L) BRIGHTWAY ENTITLED TO SETOFF ...................................................................................................................................... 48
M) THIS AGREEMENT MAY HAVE SPECIAL STIPULATIONS ............................................................................................................ 48
N) BRIGHTWAY MAY MAKE CHANGES TO THE BRIGHTWAY SYSTEM ............................................................................................. 48
O) REASONABLE BUSINESS JUDGMENT DEFINITION ................................................................................................................... 48
P) TERMS MAY BE PLURAL, SINGULAR, MALE, FEMALE OR GENDER NEUTRAL ............................................................................... 49
Q) TERMS THAT REFER TO THE ENTIRE AGREEMENT .................................................................................................................. 49
R) BRIGHTWAY MAY BE ASSISTED BY OTHERS IN FULFILLING THIS AGREEMENT .............................................................................. 49
26. ACKNOWLEDGEMENTS .......................................................................................................................................49

Franchise Agreement
Exhibits
Exhibit 1: Guaranty of AAO’s Undertakings

Exhibit 2: Data Sheet and Acknowledgements
Exhibit 3: Special Stipulations
Exhibit 4: Site Selection Addendum
Exhibit 5: Spousal Confidentiality and Non-Competition Agreement
Exhibit 6: Conditional Assignment of AAO’s Telephone Numbers, Facsimile Numbers and Domain Names
Exhibit 7: Electronic Funds Transfer and Deposit Authorization

Franchise Agreement
FRANCHISE AGREEMENT

3733 West University Boulevard, Suite 100
Telephone: 904-764-9554
Facsimile: 904-764-9517
franchise@brightway.com
www.brightway
difference.com
This BRIGHTWAY INSURANCE, LLC FRANCHISE AGREEMENT (the “Agreement”) is made and entered into as of
________________ (the “Effective Date”), by and between BRIGHTWAY INSURANCE, LLC, a Florida limited
liability company with an address at 3733 University Boulevard West, Suite 100, Jacksonville, Florida 32217
(“Brightway”), and _____________________, a __________________________ with an address at
________________________________________________ (“Associate Agency Owner” or “AAO”). The
majority owner of AAO shall be recognized as the “Controlling Interest” of AAO, as set forth in Exhibit 2.
Recitals
a) Brightway owns or has the right to license certain trade names, trademarks, service marks and/or
indicia of origin identified in Item 13 of Brightway’s current form of franchise disclosure document, as
well as such other marks as may be designated by Brightway (the “Licensed Marks”), the
distinctiveness and value of which are acknowledged by AAO.
b) In connection therewith, Brightway is engaged in the business of licensing others the right to use the
Licensed Marks to operate Brightway Insurance stores (individually referred to as a “Brightway
Location” and collectively referred to as “System Locations”) that primarily engage in the business of
selling, procuring and servicing property and casualty insurance policies, but that may also offer
certain other insurance products and services to their clients.
c) Brightway has also developed a unique system for the establishment and operation of System
Locations, which system includes, but is not limited to, assistance in site evaluation, marketing,
advertising, sales and promotional techniques, training, data analytics, customer service, accounting
and record-keeping methods, and other matters relating to the operation and promotion of System
Locations (the “Brightway System”), all of which are designed to enhance the reputation and goodwill
of the System Locations.
d) AAO has investigated and become familiar with the Brightway System, and desires, within the terms
and conditions set forth herein, to undertake the obligation to: (i) obtain a license to establish and
operate a Brightway Location at a location approved by Brightway; (ii) use the Licensed Marks and the
Brightway System in connection with the operation of the Brightway Location; and (iii) derive the
business benefits of the Brightway System. Brightway is willing, within the terms and conditions set
forth herein, to license AAO the right to operate a Brightway Location leveraging the Brightway
System.
© 2022-2023 Brightway Insurance, LLC 1

Franchise Agreement
NOW, THEREFORE, for and in consideration of the above Recitals, the mutual promises and covenants set forth
herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged,
Brightway and AAO agree as follows:
1. Definitions
“Affiliate” shall mean, with respect to any entity, any natural person or firm, corporation, partnership, limited
liability company, association, trust or other entity which controls, is controlled by, or is under common
control with, the subject entity; a natural person or entity which controls an Affiliate under the foregoing shall
also be deemed to be an Affiliate of such entity. For purposes hereof, the term “control” shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of any such entity, or the power to veto major policy decisions of any such entity, whether through the
ownership of voting securities, by contract, or otherwise.
“Agent of Record” or “AOR” shall mean the person or entity designated on a Contracted Company’s records as
the agent or representative of a specific Policy and the owner of all commissions paid thereon.
“Brightway Sales Commissions” shall mean commissions paid by the Contracted Companies to Brightway. The
parties acknowledge and agree that the Brightway Sales Commissions are based upon Commissionable
Premiums.
“Brightway Sales Commissions Paid to AAO” shall mean commissions paid by the Contracted Companies to
Brightway and due to AAO for the sale or renewal of a specific policy.
“Brightway Technology Specifications” shall mean Brightway’s prescribed technology that suits the unique
needs of System Locations and thereby is now a key feature of the Brightway System. The components that
make up Brightway Technology Specifications are subject to change at any time at Brightway’s discretion.
“Brightway Web Presence” shall mean Brightway’s web presence in its entirety including, without limitation,
Brightway’s corporate sites, the Brightway Location’s sites, the sites of other System Locations, and any
Brightway-related social media presence.
“Client Account” shall mean any and all information relating to a person who, or an entity that, has considered
purchasing a Policy, is currently a customer, or has previously purchased a Policy from Brightway through any
System Location. All Client Accounts shall be owned exclusively by Brightway, and not by AAO.
“Commissionable Premiums” shall mean that portion of the gross premiums upon which each Contracted
Company will pay Brightway the Brightway Sales Commissions.
“Confidential Information” shall mean Brightway’s proprietary and confidential information relating to the
Brightway System and the development and operation of System Locations, including, but not limited to: (i)
site selection criteria for System Locations and plans and specifications for the development of System
Locations; (ii) sales, marketing and advertising programs and techniques for System Locations; (iii) information
about Contracted Companies, other suppliers, and knowledge of specifications and pricing for authorized
products, supplies and equipment; (iv) methods of management of System Locations; (v) Brightway
Technology Specifications and other information regarding computer systems and software programs,
including the Internet-based Agency Management System; (vi) the Confidential Operating Manual; (vii) lists of

Franchise Agreement
Client Accounts and client prospects; (viii) policy expiration lists, and (ix) all other Client Account records,
documents and information.
“Confidential Operating Manual” shall mean Brightway’s proprietary document containing policies and
procedures for operation of the Brightway Location, as Brightway may change from time to time in its sole
discretion.
“Contracted Companies” shall mean: (i) insurance companies issuing, brokering, selling or making a market for
Policies, which have a current contract with Brightway; and (ii) any other company with which Brightway may
contract with in the future to provide products and services available for sale through System Locations or
through Brightway.
“Controlling Interest” shall mean the individual with ownership of at least fifty-one percent (51%) of the
outstanding capital stock or other equity interests in AAO. A Primary Contact must be named by AAO and
specified in Exhibit 2. In instances in which there is no Controlling Interest (no one person with 51%
ownership), references to Controlling Interest in this Agreement will refer to AAO’s Primary Contact.
“Designated Agency Principal” or “DAP” shall mean the person specified in Exhibit 2 of this Agreement, who
shall be an individual appointed by AAO, who: (i) has been licensed by all applicable governmental and other
regulatory authorities; (ii) successfully completes all of the training required pursuant to the terms of this
Agreement; and (iii) is approved in writing by Brightway. Designated Agency Principal can have an ownership
interest in AAO but is not required to do so. Designated Agency Principal must execute Exhibit N to the
Franchise Disclosure Document, unless otherwise required to execute Exhibit 1 to this Agreement.
“Franchise Disclosure Document” shall mean Brightway’s legal document presented to prospective buyers of
franchises in the pre-sale disclosure process, as required by the Federal Trade Commission’s Franchise Rule.
“Guarantors” shall mean those persons executing the Guaranty of AAO’s Undertaking attached to this
Agreement as Exhibit 1.
“Insurance Services” shall include, but are not limited to, the sale, renewal, service or delivery of insurance
policies, insurance brokering services, and other insurance products and services.
“New Business” shall mean the first term of a Policy sold in connection with the operation of the Brightway
Location. If an existing Policy is moved from one Contracted Company to another Contracted Company
(whether such move is made at the request of the policyholder or at the suggestion of AAO), this is considered
“Renewal Business” and not “New Business.” The term “New Business” may be further modified or
supplemented from time to time in the Confidential Operating Manual.
“Office Agency” shall mean a Brightway Location operated from a professional office space, characterized by
certain Office Specifications, Premises requirements, staffing requirements, and Brightway Sales Commissions
Paid to AAO, which distinguish the Office Agency from a Retail Agency. The type of Brightway Location
governed by this Agreement is set forth in Exhibit 2 to this Agreement.
“Office Specifications” shall mean Brightway’s required office layout, including but not limited to signage,
furniture, and fixtures.

Franchise Agreement
“Policy” or “Policies” shall include, but are not limited to, any and all insurance policies, services, coverages or
products associated therewith sold, renewed, serviced or delivered by AAO or Brightway to any person or
entity.
“Premises” shall mean a Brightway-approved establishment located at the address listed in Exhibit 2 hereto,
and shall include the real estate, furniture, fixture and equipment, together with all appurtenances thereto
and all easements, entrances, exits, rights of ingress and egress thereto and any improvements thereon.
“Primary Contact” shall mean that person identified in Exhibit 2 to this Agreement, who shall be at all times
during the term of this Agreement Brightway’s primary point of contact for any business matters relating to
the Brightway Location. This person has the authority to make all business decisions on behalf of AAO. Primary
Contact must execute Exhibit 1 to this Agreement, unless Primary Contact does not have any ownership stake
in AAO, in which case Primary Contact must execute Exhibit N to the Franchise Disclosure Document.
“Renewal Business” shall mean all subsequent/renewal terms of a Policy sold in connection with the operation
of the Brightway Location; provided, however, that the term “Renewal Business” may be modified or
supplemented from time to time in the Confidential Operating Manual.
“Retail Agency” shall mean a Brightway Location operated from a retail office space, characterized by certain
Office Specifications, Premises requirements, staffing requirements, and Brightway Sales Commissions Paid to
AAO, which distinguish the Retail Agency from an Office Agency. The type of Brightway Location governed by
this Agreement is set forth in Exhibit 2 to this Agreement.
“Staff” shall refer to the individuals referenced in this contract and by the Confidential Operating Manual
necessary to successfully operate the Brightway Location.
“Transfer Fee” shall mean the amounts due for eligible transfers as outlined in Section 13 of this Agreement.
2. Grant of Franchise
a) Grant. Subject to all of the terms and conditions herein, Brightway grants to AAO the nonexclusive
right to use the Licensed Marks (in the manner prescribed from time to time by Brightway) and, in
connection therewith, to operate a Brightway Location solely at the approved Premises. Except for the
operation of the Brightway Location, AAO may not conduct or operate any other business at the
Premises and may not relocate the Brightway Location without Brightway’s prior written consent, as
described in Section 6(b)(xiii) below.
b) No Right to Operate Additional Locations. AAO acknowledges and agrees that the foregoing grant
relates solely to the Premises and the Brightway Location located thereon and affords AAO no right to
construct or operate any additional expanded or modified facilities on the Premises, nor any right to
construct or operate another Brightway Location at any location other than the Premises. AAO must
obtain Brightway’s written permission before opening any additional Brightway Locations, which, if
granted, Brightway will condition upon: (i) AAO’s construction and buildout of the additional location
in accordance with Brightway’s then-current standards; (ii) AAO’s designation of a Designated Agency
Principal who has successfully completed Brightway’s initial training program to manage the location;
(iii) AAO’s execution of a franchise agreement in Brightway’s then-current form and payment of
Brightway’s then-current initial franchise fee (unless AAO qualifies to enter into Brightway’s then-
current form of Option Agreement or Multi-Unit Program Agreement, which may provide for certain
reductions to the initial franchise fee); and (iv) AAO’s purchase of all supplies, equipment, inventory,
Franchise Agreement
signage and other materials required to open the additional location. Nothing in this Agreement
grants AAO any rights to own additional Brightway Locations.
c) Non-Exclusivity of Grant. AAO expressly acknowledges and agrees that its rights are nonexclusive.
Further, AAO agrees that Brightway may itself own and operate Brightway Locations and grant others
the right to use the Licensed Marks and to own and operate Brightway Locations, as well as any
business not using the Licensed Marks, at any location other than the Premises.
d) Reserved Rights. AAO expressly acknowledges and agrees that Brightway and Brightway’s Affiliates
shall have the right, at Brightway’s sole discretion, to: (i) use the Licensed Marks and Brightway System
in connection with ancillary services and products, promotional and marketing efforts or related items,
or in any alternative channels of distribution, without regard to location; (ii) acquire, be acquired by,
merge with, engage in joint ventures with, or otherwise affiliate with, and thereafter own and operate
and franchise others the right to own and operate, any business of any kind, including businesses that
offer products or services that are similar to those provided by a Brightway Location; and (iii) use the
Licensed Marks and Brightway System, and license others to use the Licensed Marks and Brightway
System, to engage in any other activities not expressly prohibited in this Agreement. Nothing in this
Agreement provides AAO with the right to conduct any of the foregoing activities nor to share in the
revenue generated by any of these activities.
3. Term and Renewal
a) Initial Term. This Agreement shall commence on the Effective Date and shall terminate five (5) years
after the Effective Date (the “Initial Term”), unless previously terminated pursuant to the terms
hereof.
b) Renewal. If AAO is not in default under this Agreement, and if AAO has the right to continue to occupy
the Premises, AAO may renew this Agreement for successive renewal terms of five (5) years each (each
referred to as a “Renewal Term”). AAO shall exercise the option to seek renewal by giving Brightway
written Notice of AAO’s election to renew not less than six (6) months nor more than twelve (12)
months prior to the expiration of the Initial Term or applicable Renewal Term. In the event AAO
exercises the option to renew, then at least thirty (30) days prior to the expiration of the Initial Term
and each Renewal Term, as applicable, AAO shall comply with Brightway’s then-current terms and
conditions for granting renewal franchises, which shall include, but is not limited to: (i) execution of
Brightway’s then-current form of franchise agreement, the terms of which may materially differ from
this Agreement (without the requirement for the payment of an additional Initial Fee), (ii) execution of
a general release, in a form satisfactory to Brightway, of any and all claims against Brightway and its
Affiliates and their officers, directors, attorneys, shareholders and employees; (iii) AAO must not be in
default of any provision of this Agreement, including provisions governing monetary obligations; (iv)
AAO demonstrates a right to operate the Brightway Location at the Premises for the duration of the
Renewal Term; and (v) AAO must refurbish the Brightway Location to conform to Brightway’s then-
current Office Specifications and Brightway Technology Specifications within the timeframes
prescribed by Brightway.
4. Initial Fee Payable by AAO
In consideration of the execution of this Agreement, AAO agrees to pay Brightway an initial fee in the amount
set forth in Exhibit 2 to this Agreement (the “Initial Fee”), which shall be paid in full on or before the Effective
Date. A portion of the Initial Fee for a Retail Agency may be financed pursuant to the Retail Agency Initial Fee
Promissory Note included as “Attachment A” to Exhibit F-2 of the Franchise Disclosure Document. If AAO elects
to finance any portion of the Initial Fee for a Retail Agency, the total Initial Fee shall be equal to financed initial
Franchise Agreement
fee amount set forth in Exhibit 2. Upon execution of this Agreement by all parties, the Initial Fee shall be
nonrefundable and deemed fully earned upon payment in consideration of administrative and other expenses
Brightway incurs in granting the franchise, as well as for Brightway’s lost or deferred opportunity to franchise
others. The Initial Fee will primarily be used to offset a portion of Brightway’s internal pre-opening costs
related to site selection and buildout, training, marketing and public relations.
5. Brightway’s Obligations
a) Prior to Commencing Operations of Brightway Location. Brightway (or its designee) shall, to the
extent Brightway deems appropriate at Brightway’s sole discretion, provide AAO with the following
assistance:
i. Location Approval. Brightway may assist, to the extent it determines necessary in its sole
discretion, with respect to site evaluation, preliminary plans and layouts for the Brightway
Location.
ii. Fixtures/Furnishings. Brightway shall provide information concerning sources of required
signage, equipment, fixtures, furnishings, improvements and other products and services
necessary in connection with the buildout and operation of the Brightway Location.
iii. Initial Training Program. Brightway shall provide such initial business planning and training as
Brightway determines necessary, which may include, without limitation, training related to
business planning, financial modeling, goal setting, insurance products, sales and marketing,
sales processing, management systems, office procedures, Brightway Technology
Specifications and other computer software or systems, and other matters as Brightway
deems necessary and appropriate. All training materials are proprietary and confidential and
may not be used for any purpose other than providing Staff training. Such training shall be
conducted exclusively by Brightway or its designee remotely via an intranet or other online
portal or, if provided at a physical location, shall be held at Brightway’s corporate offices, the
Premises, or such other site designated by Brightway or its designee. Notwithstanding the
foregoing:
1) Brightway’s initial training program shall be provided to AAO, AAO’s Designated
Agency Principal, and all other qualified trainees that attend the initial training
program at the same time as AAO, at no cost to AAO. All Staff are required to
undertake Brightway’s training program and AAO shall be required to pay
Brightway’s then-current new hire fee for each additional trainee that does not
attend initial training at the same time as AAO, which shall be set forth in the
Confidential Operating Manual and is subject to change from time to time at
Brightway’s sole discretion. Thereafter, Brightway shall be permitted to charge AAO
a reasonable additional training fee for any training sessions provided to any of
AAO’s Staff, whether such training sessions are required by Brightway or requested
by AAO. Such additional training fees shall be set forth by Brightway in the
2) AAO shall, with regard to all training, pay all of its and its Staff’s costs incurred to
attend such training, such as travel, room, board, wages and living expenses (if
applicable).
3) AAO shall thereafter comply with Brightway’s then-current staffing requirements,
which Brightway may change from time to time in its sole discretion, as set forth in
the Confidential Operating Manual or otherwise in writing.

Franchise Agreement
iv. Access to Proprietary Materials. Brightway may make available to AAO certain proprietary
materials as Brightway deems appropriate, and such materials may be amended from time to
time.
v. Brightway Technology Specifications. Brightway shall make available to AAO information
about all technology that may be required by Brightway to be used by AAO in the operation of
the Brightway Location, including, but not limited to Brightway Technology Specifications and
information about other technology and programs, which may be updated or modified by
Brightway from time to time during the term of this Agreement. Any such programs shall
remain the property of Brightway and shall be loaned to AAO only for the term of this
Agreement.
vi. Web Presence. Brightway shall provide access to, and inclusion in, the Brightway Web
Presence as described in the Confidential Operating Manual.
vii. Commencing Operations of the Brightway Location. Brightway shall provide such assistance
as Brightway determines necessary with respect to commencing operations of the Brightway
Location in the form that Brightway, at its sole discretion, deems appropriate.
b) After Commencing Operations of the Brightway Location. Brightway (or its designee) shall, to the
extent Brightway deems appropriate at Brightway’s sole discretion, provide AAO with the following
assistance:
i. Store Standards. Brightway reserves the right to establish, and to require AAO to maintain,
certain standards of quality, appearance and service at the Brightway Location, thereby
maintaining the public image and reputation of the Brightway System and the demand for the
products and services provided thereunder. Further, Brightway reserves the right to conduct
periodic inspections of the Brightway Location Premises and its operations.
ii. Marketing Support. Brightway may provide periodic assistance in local advertising and
marketing, to the extent Brightway determines necessary in its sole discretion.
iii. Business Consulting. Brightway may provide periodic individual or group coaching in the
operation of a Brightway Location by any means Brightway deems appropriate, which may
include advice concerning the operation of a Brightway Location, advice and guidance with
respect to new and improved methods of operation or business procedures and processes
developed by Brightway, and advice regarding the use of the Confidential Operating Manual,
management materials, promotional materials, advertising formats and Licensed Marks.
iv. Group Purchasing. Brightway may provide AAO with the opportunity to participate in group
purchasing programs for equipment, supplies, and insurance that Brightway may, from time to
time, use, develop, sponsor or provide, all upon such terms and conditions as may be
determined solely by Brightway.
c) General
i. Access to Contracted Companies. Brightway shall use its commercially reasonable best efforts
to provide AAO with access to, and the opportunity to write insurance business for, the
Contracted Companies; provided, however, that Brightway shall not be required to undertake
such efforts with regard to any insurance business for which AAO’s Staff is not properly
licensed or sufficiently trained, as determined in Brightway’s sole discretion. Brightway shall
have the sole discretion to determine which Contracted Companies to provide AAO with
access to, and AAO acknowledges that not all AAOs will have access to the same Contracted
Companies.

Franchise Agreement
ii. Service Center. Brightway shall provide AAO with access to Brightway’s “Service Center,”
which provides service and support to all Client Accounts generated by AAO and all other
System Locations.
iii. Policy Documentation. Brightway shall provide services, to the extent Brightway deems
necessary at its sole discretion, with respect to accounting for, and processing of, all
applications for Policies and all Policies issued, renewed, endorsed, changed, serviced,
delivered or canceled on behalf of Client Accounts generated by AAO.
iv. Errors & Omissions Insurance. Subject to the prior approval of the Contracted Company
involved, Brightway shall endorse Brightway’s Errors & Omissions (E&O) insurance policy to
provide such insurance coverage for AAO and Staff as appropriate. Brightway may designate a
specific provider for AAO’s E&O coverage. Brightway shall calculate AAO’s share of the Errors
& Omissions insurance policy premium in a reasonable manner and shall deduct such premium
share from the compensation AAO is entitled to receive pursuant to the terms of Section 8(i)
below. AAO shall provide Brightway with copies of the Errors & Omissions documents that
Brightway deems necessary for documentation purposes. AAO may be required to participate
in Errors & Omissions loss control seminars from time to time at the request of Brightway. In
the event AAO fails to participate in such seminars, AAO may be assessed an additional
amount for Errors & Omissions coverage. AAO shall be responsible for the payment of all
deductibles payable on Errors & Omissions claims against (or arising as a result of the actions
or failure to act of) AAO or any of its officers, directors, shareholders, Staff, other employees
or independent contractors.
v. Access to Client Records. Upon written request, Brightway shall provide AAO with information
regarding Client Accounts generated by AAO, including statements and other information
received from Contracted Companies relating to such Client Accounts. Such information shall
be provided in a form and manner as Brightway determines.
vi. Communication About Brightway Location. AAO agrees that Brightway may rely on
statements, representations, requests, instructions, commitments and agreements (without
verification or confirmation of the same) of AAO’s Designated Agency Principal, Primary
Contact, owners, officers, directors, employees, Staff or independent contractors as if the
same had been made or delivered to Brightway by AAO unless and until written instructions
limiting Brightway’s right to rely on such statements, representations, requests, instructions,
commitments and agreements have been provided by AAO and received by Brightway. In all
of its communications and written notices to AAO, Brightway shall be entitled to communicate
solely with AAO’s Primary Contact and shall have no obligation to communicate or provide
such Notices to any of AAO’s other owners, officers, directors, employees, Staff or
independent contractors.
6. AAO’s Obligations
Brightway shall establish and AAO shall maintain standards of quality, appearance and operation for its
Brightway Location. For the purpose of giving distinctiveness to the Licensed Marks, enhancing the public
image and reputation of businesses operating in the Brightway System, and for the purpose of increasing the
demand for Insurance Services provided by Brightway Locations and Brightway, AAO agrees to operate its
Brightway Location in strict conformity with Brightway’s standards and all rules, regulations and policies that
are by their terms mandatory, including, without limitation, those contained in the Confidential Operating
Manual. Without limiting the foregoing, AAO also agrees as follows:

Franchise Agreement
a) Prior to Commencing Operations. Before commencing operation of AAO’s Brightway Location, AAO
shall, at its expense, comply with the pre-opening obligations set forth below.
i. Proposed Site. AAO must obtain Brightway’s written approval of a proposed site for the
operation of the Brightway Location, which shall comply with such site criteria as
Brightway may prescribe from time to time. If Brightway has not approved the final site for
AAO’s Brightway Location as of the date AAO signs this Agreement, the parties shall enter
into the Site Selection Addendum attached as Exhibit 4 to this Agreement, the terms of
which shall govern the parties’ site selection obligations, which shall vary as follows
depending on the type of Brightway Location AAO shall operate. If AAO is operating a
Retail Agency, AAO must operate the Brightway Location from a retail office space (“Retail
Space”) that meets Brightway’s then-current site selection criteria. If AAO is operating an
Office Agency, AAO must operate the Brightway Location from a professional office space
(“Professional Space”) that meets Brightway’s then-current site selection criteria. AAO
must obtain Brightway’s written approval for the Retail Space or Professional Space, as
applicable.
ii. Plans and Specifications. AAO must submit to Brightway all preliminary and final plans and
specifications (including all changes and modifications) with respect to the proposed
Brightway Location, which must be approved in writing by Brightway but shall be prepared
at AAO’s sole cost. AAO shall follow instructions provided by Brightway and promptly
submit required photographs, descriptions and costs. AAO will then be advised, in writing,
of any changes necessary to make the site compliant with Brightway’s then-current
standards. Modifications may not be made to such plans without Brightway’s prior written
consent.
iii. Permits and Certifications. AAO must provide Brightway with copies of all permits and
certifications as may be required for the lawful operation of the Brightway Location,
together with copies of any building inspection reports and certifications from all
governmental authorities having jurisdiction over the Premises and its operations; AAO is
responsible for ensuring that all necessary permits have been obtained and that all
requirements for construction and operation have been met.
iv. Lease Agreement. AAO must provide Brightway with a copy of any proposed lease
agreement within five (5) days of execution, which must also be approved by Brightway
prior to signing and shall provide Brightway the right to enter the Premises to make any
modifications necessary to protect the Licensed Marks. If AAO is opening a Retail Agency,
AAO must also provide Brightway a Collateral Assignment of Lease in the form
substantially the same as that attached to the Franchise Disclosure Document as Exhibit L
and executed by AAO and the lessor of the Premises, providing Brightway notice of AAO’s
default under the lease, a right to cure such default, and the right to assume the lease and
to sublease or assign the lease to another Brightway System franchisee.
v. Fixtures and Furnishings. AAO must obtain and install, at AAO’s expense, all fixtures,
furnishings, and equipment, as may be required by Brightway, which must meet the
specifications of the approved site layout and plan, as well as all other such items as
Brightway may prescribe from time to time; and AAO must refrain from installing, or
permitting to be installed, on or about or in connection with the Premises or the Brightway
Location, any such item not meeting Brightway’s standards and specifications.
vi. Store Signage. Subject to compliance with applicable laws and regulations, AAO shall
acquire all signage, as required by Brightway, for use at or in connection with the
Brightway Location. All signage must conform to the Brightway System signage

Franchise Agreement
specifications and must be submitted to Brightway for approval prior to purchase and
installation.
vii. Telephone Number. AAO must obtain a new telephone number and telephone listing at
AAO’s expense to be used exclusively in connection with AAO’s operation of the Brightway
Location. Upon the expiration, transfer or termination of this Agreement for any reason,
AAO shall terminate AAO’s use of such telephone number and listing and assign same to
Brightway or Brightway’s designee. AAO must execute the Conditional Assignment of
AAO’s Telephone Numbers, Facsimile Numbers, and Domain Names attached as Exhibit 6
to this Agreement.
viii. Completion of Buildout. AAO shall complete or arrange for the completion of the
construction of the Brightway Location at each Premises in accordance with the approved
site and building plans. AAO shall secure for Brightway and its agents the right to inspect
the construction of the Brightway Location at any reasonable time. AAO shall correct,
upon request and at AAO’s expense, any deviation from the approved site layout and plan,
and shall furnish to Brightway a copy of the certificate of completion from AAO’s architect
that the Brightway Location was built in accordance with the approved final plans and
specifications and in compliance with all applicable laws, including the Americans With
Disabilities Act, and obtain Brightway’s approval of the completed construction prior to
opening all or any part of the Brightway Location for business.
ix. Completion of Business Planning and Training. Prior to commencing operations, AAO and
AAO’s Staff must successfully complete Brightway’s initial training program and must meet
Brightway’s then-current qualifications for: (i) the sale of Insurance Services; and (ii)
agency management.
x. Required Licenses. No later than ninety (90) days after the Effective Date of this
Agreement, AAO and AAO’s staff must submit complete and accurate applications for all
licenses and certifications necessary to operate the Brightway Location. Upon request,
AAO shall provide Brightway with proof of compliance with this Section 6(a)(x). Failure to
comply with this section shall be material default of this Agreement, and Brightway has
the right to terminate this Agreement if Brightway provides AAO with Notice of any default
hereunder and such default remains uncured for a period of fifteen (15) days following
receipt of such Notice by AAO.
xi. Authorization to Open. The Brightway Location may commence operations only after
receipt of written authorization to do so by Brightway, which authorization will not be
unreasonably withheld provided AAO meets all of the conditions set forth in this Section
6(a). AAO must commence operation of the Brightway Location no later than one hundred
and eighty (180) days after the Effective Date of this Agreement.
b) Ongoing Compliance
i. Maintaining Store Standards. AAO shall make such repairs and replacements to the
Premises and the Brightway Location as Brightway may require in order to maintain
Brightway’s standards.
ii. Exclusive Use of the Premises. AAO agrees to use the Premises solely for the operation of
the Brightway Location.
iii. Appearance of the Store. AAO agrees to maintain the Premises, and all fixtures,
furnishings, signs and equipment thereon, in conformity with Brightway’s then-current
standards at all times during the term of this Agreement, and to make such repairs and
replacements thereto as Brightway may require.

Franchise Agreement
iv. Maintaining Brightway Standards. AAO agrees to operate the Brightway Location in
conformity with such methods, standards and specifications as Brightway may from time
to time prescribe in its Confidential Operating Manual, as it may be amended by
Brightway, to ensure that Brightway’s required degree of quality, service and image is
maintained, and AAO shall refrain from operating in any manner that adversely reflects on
Brightway’s name, goodwill, or Licensed Marks.
v. Maintaining Licenses and Other Required Documentation. AAO and AAO’s Staff must
acquire and maintain all necessary licenses and certifications and other required
documentation as outlined by applicable governmental and other regulatory authorities,
and must complete all continuing education requirements necessary to maintain such
licenses and certifications.
vi. Premises Upkeep. AAO shall keep its Brightway Location at all times in a high degree of
sanitation, repair, order and condition, including, without limitation, such periodic
repainting of the exterior and interior of the Brightway Location and such maintenance
and repairs to (or replacement of) all fixtures, furnishings, signs and equipment as
Brightway may from time to time direct. AAO shall not make any structural improvements
to the Brightway Location or the Premises without Brightway’s prior approval. AAO agrees
that, in order to maintain a modern, progressive, sanitary and uniform image, Brightway
shall have the right, at any time and from time to time, to require AAO to perform such
remodeling, repairs, replacements and redecoration in and upon the Premises as well as
all equipment and furnishings used by AAO, as Brightway shall deem necessary and
practical to bring the Premises up to the then-current standards of new System Locations
that are comparable to the Brightway Location. Further, AAO must maintain in sufficient
supply, and use at all times, products, materials, and supplies that conform with
Brightway’s then-current standards and specifications, and AAO must refrain from using
non-conforming items without Brightway’s prior written consent.
vii. Vendor Payments. AAO shall pay all of AAO’s vendors and suppliers on a prompt and
timely basis, and at AAO shall at all times comply with the terms and conditions of any
agreements (whether oral or written) between AAO and such vendors and suppliers.
viii. Business Hours. Unless otherwise specifically approved by Brightway, the Brightway
Location shall be open for the conduct of business at such times and for the minimum
number of hours specified by Brightway in the Confidential Operating Manual, as it may be
amended from time to time or, if different, for such hours as may be required by the terms
of any lease of the Premises. AAO shall at all times operate the Brightway Location
diligently so as to maximize the revenues and profits therefrom.
ix. Staffing. AAO agrees that the Brightway Location shall be operated by the number and
type of Staff as required by Brightway in the Confidential Operating Manual, that these
Staffing requirements may vary depending on whether AAO is operating an Office Agency
or Retail Agency, and that all Staff must meet Brightway’s then-current training standards.
Further, all Staff must comply with then-current Brightway policies and procedures in
performing their duties for the Brightway Location, including but not limited to those set
forth in the Confidential Operating Manual. In the event that any of the required Staff
resigns or is otherwise terminated from the Brightway Location, AAO shall hire a
replacement within thirty (30) days. The hiring of certain Staff members may require the
written approval of Brightway, as set forth in the Confidential Operating Manual or
otherwise in writing.
x. Additional Training. Subsequent to the date the Brightway Location commences
operation, and at any time during the term of this Agreement, Brightway shall have the
Franchise Agreement
right to require that AAO and/or Staff attend and complete, to Brightway’s satisfaction,
any and all additional training deemed necessary or appropriate by Brightway at its
discretion. Brightway reserves the right to charge a reasonable fee in connection with
such additional training.
xi. Responding to Customer Inquiries. AAO shall respond promptly to customer inquiries and
complaints and shall take such other steps as may be required to ensure positive customer
relations. AAO shall also respond promptly to inquiries or communications from the
Contracted Companies or from Brightway’s home office service team and shall otherwise
follow Brightway’s code of conduct and customer response policies set forth in the
xii. Deviation of Specifications. Because complete and detailed uniformity under many
varying conditions may not be possible or practical, and in order to remain competitive
and respond to new technologies, customer needs and market conditions, Brightway
specifically reserves the right and privilege, at its sole discretion and as it may deem in the
best interests of all concerned in any specific instance, to vary standards for any Brightway
Location based upon the peculiarities of a particular site or circumstance, density of
population, business potential, existing business practices or any other conditions that
Brightway deems to be of importance to the successful operation of such Brightway
Location. AAO shall have no recourse against Brightway on account of any variation from
standard specifications and practices granted to any other franchisee and shall not be
entitled to require Brightway to grant AAO a like or similar variation hereunder.
xiii. Relocating the Brightway Location. AAO may not relocate the Brightway Location without
Brightway’s prior written consent. If AAO cannot continue to occupy the Premises for any
reason, AAO must first obtain Brightway’s prior written consent to relocate and then must
relocate the Brightway Location to a mutually acceptable Premises to complete the
unexpired portion of the term of this Agreement. Brightway’s consent to any relocation
shall be conditioned on AAO’s satisfaction of all requirements set forth in this Section 6 (as
supplemented by the Confidential Operating Manual), including, without limitation,
compliance with Brightway’s minimum staffing requirements for the type of Brightway
Location operated by AAO. If Brightway grants AAO the right to relocate for any exigent
reason, AAO must notify Brightway of AAO’s intention to relocate, and open for business
at the new Premises within thirty (30) days of closing business at AAO’s existing Premises.
All signage and all other items containing the Licensed Marks must be completely removed
from the prior Premises at AAO’s expense.
xiv. Maintaining Technology Specifications. AAO shall ensure that the computer system and
telephone system acquired and used by the Brightway Location must be a system then-
authorized for use by Brightway, and AAO shall be required to pay an ongoing fee for such
computer system and telephone system services in such amount and in the manner
directed by Brightway (such fees and related fees will generally be classified as AAO
Shared Expenses as described in Section 8(i) below). Upon Brightway’s request, AAO
agrees to promptly acquire, install, update or replace any equipment designated by
Brightway, including telephone systems, computer hardware or computer software, and to
otherwise comply with the Brightway Technology Specifications, as they may be amended
from time to time.
7. Additional AAO Obligations
In addition to its obligations set forth elsewhere in this Agreement, AAO hereby agrees to the following:
Franchise Agreement
a) Insurance Agency Activities. In the operation of the Brightway Location, AAO shall carry out the
customary activities of an insurance agent selling Insurance Services and Policies offered by the
Contracted Companies through Brightway. Such activities include, but are not limited to, prospecting,
soliciting, selling and providing service to prospects and existing Client Accounts. AAO shall only do
business under the name “Brightway Insurance” and the unique agency name approved by Brightway.
AAO shall file all fictitious name registrations as required by Brightway or the Contracted Companies.
Under no circumstances shall any business be conducted at the Brightway Location unless such
business is under the direct supervision of Staff who meets the qualifications set forth in the
Confidential Operating Manual. AAO shall bear any and all costs and expenses associated with the
operation of the Brightway Location, including, but not limited to, rent, common area maintenance,
utilities, salaries, wages, benefits, advertising, postage, furniture, fixtures, equipment, inventory and
supplies, insurance, taxes and other administrative expenses.
b) Maintain Exclusivity to Brightway and the Contracted Companies. AAO and AAO’s Staff shall not be
licensed as an agent, solicitor, representative or broker for any insurance company or business other
than Brightway and the Contracted Companies that have appointed the Brightway Location as a
representative, and AAO will not directly or indirectly apply for coverages or place any insurance
whatsoever with or through any insurance company or act as agent, representative, or broker thereof,
other than Brightway and the Contracted Companies, unless authorized and directed to do so by
Brightway in writing. AAO acknowledges and expressly agrees that Brightway, at its sole discretion and
along with its Contracted Companies’ approval, shall decide: (i) which Contracted Companies the
Brightway Location may use; and (ii) which lines of insurance business and specific Policy types AAO’s
Staff may sell with such Contracted Companies. Upon request, Brightway shall provide AAO with a
written list of the Contracted Companies, lines of business and Policy types that have been approved
for use and sale at the Brightway Location, and Staff shall use commercially reasonable efforts to sell
insurance products and services for the Contracted Companies, lines of business, and Policy types
authorized by Brightway. Brightway shall provide AAO with Notice of any changes made by Brightway
to such list from time to time, and AAO and Staff shall immediately cease selling any discontinued
Policies and cease using any discontinued Contracted Companies. Staff shall abide by and conform to
the conditions and limits of authority for binding that are set forth by Brightway and/or the Contracted
Companies. Upon Brightway’s request, Staff shall execute any acknowledgements, contracts and
agreements required by the Contracted Companies to permit Staff to represent the Contracted
Companies.
c) Approved Vendors. With respect to the general operation of the Brightway Location, AAO agrees to
purchase various products and services, which may include certain signs, furnishings, supplies, fixtures,
computer hardware and software, insurance brokerage services, technology services, and other
products and services, from Brightway or from approved or designated third-party suppliers as
Brightway shall specify, from time to time, in the Confidential Operating Manual and otherwise in
writing. AAO hereby acknowledges that Brightway, Brightway’s Affiliates and/or a third party may be
one of several, or the only, approved supplier of any item. AAO further acknowledges and agrees that
Brightway and/or Brightway’s Affiliates have the right to realize a profit on any items that Brightway,
Brightway’s Affiliates or Brightway’s approved suppliers supply to AAO, including but not limited to any
contingency programs implemented by the Contracted Companies.
d) Non-Approved Vendors. In the event AAO wishes to purchase any approved items from an
unapproved supplier, AAO must provide Brightway the name, address and telephone number of the
proposed supplier, a description of the item AAO wishes to purchase, and the purchase price of the
item. If Brightway incurs any costs in connection with evaluating an unapproved item or supplier at
AAO’s request, or supplying information, art or other materials to the unapproved supplier, AAO or the
Franchise Agreement
supplier must reimburse Brightway for Brightway’s reasonable costs, regardless of whether Brightway
subsequently approves the item or supplier. Brightway will notify AAO of approval or disapproval
within fifteen (15) business days of receiving all requested information and its failure to do so will be
deemed a disapproval. Nothing in the foregoing shall be construed to require Brightway to approve
any particular supplier. Brightway may revoke Brightway’s approval of particular products or suppliers
at any time in the event Brightway determines, at Brightway’s sole discretion, that such products or
suppliers no longer meet Brightway’s standards. Upon receipt of written notice of such revocation,
AAO must cease purchasing products from such supplier. AAO must use products purchased from
approved suppliers solely in connection with the operation of AAO’s Brightway Location and not for
any competitive business purpose.
e) Maintaining Required Hardware and Software. AAO shall obtain (via purchase or lease), license,
install and maintain all hardware and software that may be required to meet the Brightway
Technology Specifications and other computer hardware or software required by Brightway from time
to time, if any. AAO shall only use Brightway’s designated vendor(s) with respect to the acquisition
and installation of such hardware and software. AAO shall not sell, lease or authorize the use of such
programs and software to anyone else. AAO shall not configure, program or change any such
programs or software. AAO can only access Client Account information through the Agency
Management System via the Internet, and AAO may not move any Client Account information off of
the Agency Management System without Brightway’s prior written consent. AAO shall have the sole
and complete responsibility for: (i) the acquisition, operation, maintenance, and upgrading of any
computer hardware and software used in connection with operation of the Brightway Location; and (ii)
any and all consequences that may arise if the computer hardware and software is not properly
maintained, operated, and upgraded. Brightway has the right to require AAO to enter into a separate
maintenance agreement for computer hardware and software. AAO agrees to release, defend,
indemnify, and hold Brightway and its Affiliates, and their respective owners, directors, officers,
agents, employees, and shareholders harmless from and against, and promptly to reimburse such
indemnitees for, all claims, actions, proceedings, damages, costs, expenses and other losses and
liabilities, consequently, directly or indirectly incurred (including without limitation attorneys’ and
paralegals’ fees, court costs and costs of investigation) by AAO and its Affiliates, and their respective
directors, officers, agents, shareholders, employees and independent contractors as a result of, arising
out of, or connected with an interruption in Internet services or from any unauthorized use of or
access to Client Account information through the Internet. The provisions of this subsection shall
continue in full force and effect subsequent to and notwithstanding the termination, expiration or
non-renewal of this Agreement for any reason. AAO must obtain Internet access that meets the
minimum speeds and other requirements set forth in the Brightway Technology Specifications.
f) Web Presence. Brightway seeks to protect its brand by regulating the online presence of the Brightway
Location. The Brightway brand includes but is not limited to the use of the Licensed Marks, the names
of any Staff including AAO’s name, the Premises location or any other information that could be
identified with the Brightway Location and/or the operation thereof. Brightway has established the
Brightway Web Presence, which provides information about the Brightway System and the Insurance
Services offered by Brightway Locations. Brightway shall have sole discretion and control over the
Brightway Web Presence and any other Internet websites Brightway may in the future create
(including timing, design, content and continuation). Brightway also reserves the right to establish
individual websites for each of the Brightway Location locations and to select a domain name, or URL,
for each site. AAO expressly acknowledges that Brightway owns all URLs and content on any such sites.
If such a site is established and Brightway permits AAO to develop site content, all site content and
revisions must receive prior written approval from Brightway before being implemented. If AAO is
provided with a URL by Brightway, AAO agrees to use only this URL exclusively on any materials used
Franchise Agreement
to market the Brightway Location, including but not limited to business cards, brochures, banners,
emails and other marketing materials. AAO agrees to not establish any other URL in conjunction with
the operation or marketing of its Brightway Location. Use of any unapproved marketing materials or
any materials containing a URL other than the URL provided by Brightway will be considered a breach
of this Agreement.
g) Internet Presence Only as Assigned. Except as approved in advance in writing by Brightway, AAO must
not establish or maintain a separate website, domain name, URL, splash page, profile or other
presence on the Internet, or otherwise advertise on the Internet or any other public computer
network in connection with the Brightway Location, including any profile on any social media platform
including, but not limited to Facebook, Twitter, LinkedIn, Instagram, YouTube or any other social media
and/or networking site. If such approval is granted by Brightway, AAO must: (i) establish and operate
such website or social media page in accordance with Brightway System standards and any other
policies Brightway designates in the Confidential Operating Manual or otherwise in writing; (ii) use any
templates that Brightway provides to AAO to create and/or modify such site(s) or page(s); and (iii)
make any and all updates required by Brightway from time to time, including the revision or removal
of disallowed content.
h) Ownership of URLs. AAO acknowledges that Brightway and/or Brightway’s Affiliates are the lawful,
rightful and sole owners of the Internet domain names www.brightwayinsurance.com,
www.brightwaydifference.com, www.brightway.com, the specific domain name associated with AAO’s
Brightway Location, as well as any other Internet domain names registered by Brightway and its
Affiliates, and unconditionally disclaims any ownership interest in such domain names and any Internet
domain names colorably similar thereto. Except as approved in advance in writing by Brightway, AAO
agrees not to register any Internet domain name or social media and/or networking website of any
kind that contains words used in or similar to any brand name owned by Brightway or Brightway’s
Affiliates or any abbreviation, acronym, phonetic variation or visual variation of those words.
i) Data Security. AAO must comply with Brightway’s standards and policies related to privacy and data
security/cybersecurity. This includes, but is not limited to, updating hardware and software when
required and taking any actions that are necessary to ensure that the Brightway Location is compliant
with all Payment Card Industry Date Security Standards (PCI DSS) requirements. AAO must also comply
with all relevant statutory and regulatory requirements, including but not limited to taking all steps
required to protect consumers’ Nonpublic Personal Information (NPI).
j) Licenses and Approved Activity. AAO shall secure and keep in effect for all Staff any required licenses
and shall not provide any Insurance Services with regard to any type of insurance or investments: (i)
which have not been approved by Brightway; or (ii) for which AAO is not licensed by the appropriate
insurance, securities or other regulatory authorities. AAO and Staff must have all applicable licenses
and approvals for AAO to be entitled to the compensation it is to be paid under this Agreement.
k) Additional Staff. Subject to Brightway’s then-current staffing requirements for each type of agency,
AAO shall hire or engage, and retain, competent and qualified personnel for the sale, renewal, service
and delivery of Policies and to serve as a point of contact with all Client Accounts. Brightway shall be
entitled to approve or disapprove any application for AAO’s Designated Agency Principal at its sole
discretion. AAO shall also submit to Brightway an application (in a form approved by Brightway) for
any licensed individuals AAO wishes to hire or contract, demonstrating that such individuals hold the
necessary licenses.
l) Authorized Products and Services. AAO must offer for sale only those products and services that
Brightway prescribes, and only in accordance with the requirements of this Agreement and the
procedures set forth in the Confidential Operating Manual. AAO acknowledges and agrees that the
commissions for the sale of those products and services that Brightway may authorize during the term
of this Agreement may differ from how AAO is currently compensated. Brightway may also require
Franchise Agreement
AAO, at AAO’s cost, to participate in additional training, obtain additional licenses and/or meet
additional qualifications to offer other products and/or services.
m) Client Account Ownership and Transitioning any Existing Clients. All Client Accounts shall be the
exclusive property of Brightway, and not of AAO. All lists of Client Accounts and prospects, Policy
expiration lists and other records of the Client Accounts shall be the exclusive property of Brightway,
and not of AAO. On or before the Effective Date of this Agreement, AAO shall, subject to the approval
of Brightway and the Contracted Companies involved, change the Agent of Record for all AAO’s
existing customer accounts (if any) to Brightway, and all such customer accounts shall be deemed
Client Accounts for purposes of this Agreement. After the Effective Date, AAO shall process all
applications for Policies exclusively through the facilities of Brightway. AAO shall make Brightway the
Agent of Record for all Policies sold, renewed, serviced or delivered through AAO with an effective
date for coverage after the Effective Date, unless prior written approval is obtained from Brightway.
n) Payment of Funds/Forwarding of Communications. All funds and/or correspondence, notices or other
communications coming into the possession of AAO and relating to all Client Accounts and all
prospective clients shall be paid or delivered, respectively, to Brightway in the timeframe defined in
the Confidential Operating Manual or otherwise in writing. In the event funds and/or correspondence
are not paid or delivered to Brightway as aforesaid, they shall, nevertheless, be considered property
and funds of Brightway, and shall be deemed to be held in trust by AAO on behalf of Brightway.
Brightway shall have a first lien on all compensation due or which may become due to AAO hereunder
to the extent of all unpaid funds due to Brightway, and Brightway may deduct such funds from AAO’s
compensation under Section 8(i) of this Agreement.
o) Delivery of Policy Applications. AAO shall provide Brightway with all Policy applications and all other
records or documents originated, received or processed by AAO related to Client Accounts or the
Brightway Location in the timeframe defined in the Confidential Operating Manual or otherwise upon
request. AAO acknowledges the importance of complete and prompt transmittal of all such records
and documents. AAO must enter all Policies into the Agency Management System within the
timeframes set forth by Brightway in the Confidential Operating Manual or otherwise in writing.
p) Compliance with Laws and Contracted Company Requirements. AAO shall be responsible for
providing Brightway with any information regarding AAO, Staff, and AAO’s owners, officers, employees
and independent contractors, which may be required by Brightway to fulfill requests from any
governmental or regulatory bodies or agencies, or any Contracted Companies. AAO shall be solely
responsible for ensuring that AAO, Staff, and AAO’s owners, officers, employees and independent
contractors comply with all federal, state, local and Contracted Company requirements, including, but
not limited to sales practices, education and licensing requirements. AAO shall provide evidence
satisfactory to Brightway that AAO, Staff, and AAO’s owners, officers, employees and independent
contractors have complied with such requirements. If AAO does not comply with the terms of this
subsection, it shall be grounds for immediate termination of this Agreement.
q) Best Efforts. AAO shall use AAO’s full time and best efforts in operating the Brightway Location and in
recommending, promoting and encouraging patronage of all System Locations, which specifically
includes the requirements that: (i) the Brightway Location remains open for the designated hours of
business; (ii) AAO actively manages and supervises the Designated Agency Principal; and (iii)
Designated Agency Principal actively supervises AAO’s Staff and any other employees of the Brightway
Location. AAO agrees to refrain from any business or advertising practice that may be injurious to the
Brightway Location or the goodwill associated with the Licensed Marks and Brightway System.
r) Reporting Legal or Regulatory Issues. AAO shall fully report to Brightway any policyholder-related
legal or regulatory issues such as potential or actual Errors & Omissions claims, insurance department
or other regulatory complaints, or legal summons and/or subpoenas, in writing within two (2) days of
the date that AAO is aware of any such issue. AAO shall not make any written or verbal comments or
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responses regarding said issues without Brightway’s express permission. AAO acknowledges and
agrees that Brightway shall coordinate and control responses to all such issues. AAO shall also notify
Brightway, in writing, within two (2) days of the commencement of any action, suit or proceeding or
the issuance of any order, suit or proceeding of any court, agency or other governmental body,
including the receipt of any subpoena, notice or citation, which may adversely affect the operation or
financial condition of AAO or the Brightway Location.
s) Financial Reports. AAO shall provide Brightway with the type of financial reports specified by
Brightway in the form specified by Brightway in the Confidential Operating Manual or otherwise in
writing; the type of reports Brightway requires and the frequency with which they must be provided
may change at any time at Brightway’s sole discretion. This may include but is not limited to the
following: (i) a monthly or quarterly balance sheet and income statement, in a format specified by
Brightway; (ii) annual financial reports and operating statements in the form Brightway specifies and in
accordance with Brightway’s prescribed chart of accounts, within a certain time period after the close
of each calendar year as required in writing by Brightway; (iii) state and local sales tax returns or
reports and federal, state and local income tax returns for each year in which the Brightway Location
operated, within a certain time period after their timely completion; and (iv) such other reports as
Brightway may from time to time require, in the form and on the timeline Brightway prescribes. AAO’s
fiscal year must be the calendar year. AAO acknowledges and agrees that Brightway may use any
information reported to Brightway to prepare and develop financial performance representations for
the Brightway System in Brightway’s Franchise Disclosure Document or other documents. To help AAO
in recording and keeping accurate and detailed financial records for reports and tax returns,
Brightway, at Brightway’s discretion, may specify the form in which the business records are to be
maintained, and provide a uniform set of business records for AAO to use. Brightway shall have full
access to all of AAO’s data, system, and related information by means of direct access, whether in
person, or by telephone/modem installed and maintained at AAO’s sole expense.
t) Maintaining GAAP Financial Records. AAO shall, in accordance with Generally Accepted Accounting
Principles, maintain full and complete books and records, accounts, data, licenses, contracts and
invoices that shall accurately reflect all particulars relating to the conduct of the Brightway Location,
and such statistical and other information or records as Brightway may require, and shall keep all such
information for not less than seven (7) years, even if this Agreement is no longer in effect. The
aforementioned books and records of the Brightway Location shall be kept at the Premises or at such
other place as the parties may hereafter mutually approve. Brightway or Brightway’s designees have
the right to inspect and/or audit AAO’s business records at any time during normal business hours, to
determine whether AAO is operating in compliance with the terms of this Agreement and the
Confidential Operating Manual. Upon Brightway’s request, AAO shall furnish Brightway with complete
copies of the books and records described in this paragraph, as well as any state or federal income tax
returns covering the operation of the Brightway Location, all of which AAO shall certify as true and
correct.
u) Maintaining Working Capital. AAO must at all times maintain such working capital as may be
reasonably necessary to enable AAO to properly and fully carry out and perform all of AAO’s duties,
obligations and responsibilities hereunder and to operate the Brightway Location in a businesslike,
proper and efficient manner.
v) AAO’s Staff and Ongoing Compliance. The duties and obligations of AAO set forth in this Agreement
apply to AAO and Staff, as well as AAO’s owners, officers, directors, employees and independent
contractors. In as much as this Agreement is between AAO and Brightway, AAO is responsible for the
compliance of Staff and AAO’s owners, officers, directors, employees and independent contractors
with the terms of this Agreement and any rules and procedures adopted from time to time by
Brightway, whether such rules and procedures are contained in the Confidential Operating Manual or
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otherwise. AAO agrees that it is fully responsible for the acts and omissions of Staff and AAO’s owners,
officers, directors, employees and independent contractors.
8. Compensation and Other Fees
This Section covers compensation and other fees paid by Brightway to AAO in the course of transacting the
sale of Policies through Contracted Companies and otherwise operating the Brightway Location.
a) New Business. Except as set forth below, Brightway shall pay AAO the percentage of all Brightway
Sales Commissions received on all New Business from Client Accounts generated by AAO set forth in
Exhibit 2 to this Agreement, and Brightway shall be entitled to retain the remaining balance of all
Brightway Sales Commissions received on New Business, as set forth in Exhibit 2 to this Agreement.
b) Renewal Business. Except as set forth below, Brightway shall pay AAO the percentage of all Brightway
Sales Commissions received on all Renewal Business from Client Accounts generated by AAO set forth
in Exhibit 2 to this Agreement, and Brightway shall be entitled to retain the remaining balance of all
Brightway Sales Commissions received on Renewal Business, as set forth in Exhibit 2 to this
Agreement.
c) Commission Enhancement Fee. If AAO is operating an Office Agency, AAO may, contemporaneously
with the execution of this Agreement, choose to pay a “Commission Enhancement Fee” of Twenty
Thousand Dollars ($20,000) and retain a higher percentage of the Brightway Sales Commissions (which
shall be set forth in Exhibit 2) generated by AAO in connection with New Business. In the event AAO
operates an Office Agency and elects not to pay the Commission Enhancement Fee
contemporaneously with the execution of this Agreement, AAO may later opt into the enhanced
commission structure, subject to the following requirements: AAO must (a) not be in default of this
Agreement or any other agreement between AAO and Brightway, (b) have achieved or exceeded
Brightway’s then-current minimum quality requirements, (c) have a book of business which meets or
exceed Brightway’s then-current minimum size requirements, and (d) pay the Commission
Enhancement Fee of Twenty Thousand Dollars ($20,000). AAO acknowledges these minimum
requirements may be revised by Brightway from time-to-time. At Brightway’s option, AAO shall
execute Brightway’s then-current form of “Commission Enhancement Addendum” and AAO’s right to
receive enhanced commissions shall be expressly conditioned upon AAO’s strict compliance with the
terms and conditions thereof.
d) Financed Commission Enhancement Fee. AAO may choose to finance the Commission Enhancement
Fee contemporaneously with the execution of this Agreement, or, subject to satisfying Brightway’s
then-current minimum operational and performance criteria, at any point after commencing operation
of the Brightway Location, by entering into Brightway’s then-current form of Commission
Enhancement Addendum and Promissory Note. This enhancement option may not be exercised
without Brightway’s written approval, which may be withheld in Brightway’s sole discretion.
Notwithstanding anything set forth in Section 8(c), the financed Commission Enhancement Fee is equal
to Twenty-Eight Thousand Eight Hundred Dollars ($28,800) and must be paid in accordance with the
terms and conditions of the Commission Enhancement Addendum and Promissory Note.
e) Retail Agency Conversion Fee. If AAO is operating a commission-enhanced Office Agency, AAO may,
subject to satisfying Brightway’s then-current minimum operational and performance requirements,
choose to pay a “Retail Agency Conversion Fee” of Thirty Thousand Dollars ($30,000) and convert the
Brightway Location to a Retail Agency. This conversion option may not be exercised without
Brightway’s written approval, which may be withheld in Brightway’s sole discretion. AAO must (a) not
be in default of this Agreement or any other agreement between AAO and Brightway, (b) have
achieved or exceeded Brightway’s then-current minimum quality requirements, (c) have a book of
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business which meets or exceed Brightway’s then-current minimum size requirements, and (d) pay the
Retail Agency Conversion Fee of Thirty Thousand Dollars ($30,000). AAO acknowledges these minimum
requirements may be revised by Brightway from time-to-time. At Brightway’s option, AAO shall
execute Brightway’s then-current form of “Retail Agency Conversion Addendum” and AAO’s status as
Retail Agency shall be expressly conditioned upon AAO’s strict compliance with the terms and
conditions thereof.
f) Financed Retail Agency Conversion Fee. AAO may, subject to satisfying Brightway’s then-current
minimum operational and performance criteria, choose to finance the Retail Agency Conversion Fee at
any point after commencing operation of the Brightway Location by entering into Brightway’s then-
current form of Retail Agency Conversion Addendum and Promissory Note. This conversion option may
not be exercised without Brightway’s written approval, which may be withheld in Brightway’s sole
discretion. Notwithstanding anything set forth in Section 8(e), the financed Retail Agency Conversion
Fee is equal to Forty-Three Thousand Two Hundred Dollars ($43,200) and must be paid in accordance
with the terms and conditions of the Retail Agency Conversion Addendum and Promissory Note.
g) Policy and Agency Fees. To the extent Brightway authorizes and as permitted in certain states, policy
fees, agency fees or other similar fees may be assessed to AAO’s customers; in such event, Brightway
shall have the right to pay or not pay AAO any portion of these fees at its sole discretion.
h) When New and Renewal Payments Stop. Notwithstanding the foregoing, Brightway’s obligation to
pay Brightway Sales Commissions to AAO shall cease immediately after the date of the transfer,
termination, expiration or non-renewal of this Agreement, and, if AAO is eligible, shall be replaced by
Brightway’s payment obligations set forth in Section 17 of this Agreement.
i) Shared Expenses. Notwithstanding the foregoing, Brightway shall be permitted to deduct from such
payments to AAO expenses borne or paid by Brightway which relate to the conduct of AAO’s
Brightway Location and all other amounts owed to Brightway under this Agreement, including costs
related to indemnification (the “AAO Shared Expenses”), as outlined in the Confidential Operating
Manual or this Agreement. AAO’s portion of the aforementioned costs and expenses shall be
determined by Brightway in good faith, and such determination may be based, solely or partially, upon
the expenses incurred by Brightway and/or the then-current fair market value of the items provided to
AAO. In addition to the aforementioned AAO Shared Expenses, Brightway shall also be permitted to
deduct from such payments to AAO: (i) the costs and expenses incurred by Brightway (including, but
not limited to, Brightway’s reasonable internal labor and administrative costs) as a result of AAO’s
failure to conduct its Brightway Location in compliance with Brightway’s procedures and standards of
operation provided to AAO pursuant to the Confidential Operating Manual or as otherwise
communicated by Brightway to AAO from time to time; and (ii) any payments made in good faith by
Brightway to vendors or suppliers of AAO in order to cure AAO’s failure to timely make such payments.
j) Payments Are Made Electronically. Brightway shall pay AAO by electronic funds transfer to an account
specified by AAO in the Electronic Funds Withdrawal and Deposit Authorization attached hereto as
Exhibit 7, which shall effectuate Brightway’s ability to deposit and withdraw funds from such bank
account via electronic funds transfer. Brightway shall pay AAO the amounts to which it is entitled
under Sections 8(a) and 8(b), less the AAO Shared Expenses described in Section 8(i) (and any other
setoff amounts permitted under this Agreement), on or about the seventh (7th) and twenty-first (21st)
day of each calendar month. In addition, on or about the seventh (7th) and twenty-first (21st) day of
each calendar month, Brightway shall send AAO an e-mail including a statement containing a detailed
calculation of the amounts paid to AAO pursuant to the terms of this Section 8. Such statement shall
be in a form prescribed by Brightway and may change from time-to-time. Upon written Notice to AAO,
Brightway may change the dates on or about which the electronic funds transfers are made and the
statements are forwarded, as well as the interval at which Brightway Sales Commissions are
distributed.
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k) Policies for Which Payment Will Not Be Made. Notwithstanding the foregoing, AAO shall not be
entitled to receive the compensation set forth in Sections 8(a) and 8(b) on any Policies which are sold
by AAO in violation of the terms of Sections 6 or 7 of this Agreement.
l) Brightway Sales Commissions for Retail Agency AAOs Continuing to Operate without a Retail Space.
Notwithstanding anything set forth in Section 8(a), 8(b), 8(e)or 8(f) above, in the event AAO has
purchased a Retail Agency and fails to continually operate the Retail Agency from an approved Retail
Space or comply with Brightway’s staffing requirements for Retail Agencies within the time period
prescribed in Section 6(a), Brightway shall pay AAO (i) eighty percent (80%) of all Brightway Sales
Commissions received on all New Business from Client Accounts generated by AAO (with Brightway
retaining the balance), and (ii) fifty percent (50%) of all Brightway Sales Commissions received on all
Renewal Business from Client Accounts generated by AAO (with Brightway retaining the balanced),
until such time as AAO commences operations from a Retail Space approved by Brightway and
complies with Brightway’s staffing requirements for Retail Agencies, at which time the New Business
and Renewal Business Brightway Sales Commission rates will revert to the amounts set forth in
Sections 8(a) and 8(b) above.
m) National Account Customers. Brightway may enter into certain national account agreements with
affinity partners or others (each, a “National Account”), pursuant to which Brightway will receive
insurance sales leads and potential customer information which Brightway may distribute to qualified
AAOs. AAO acknowledges that Brightway may be required to pay National Accounts certain fees, and
that payment of these fees may be included in AAO Shared Expenses. AAO shall comply with any
National Account requirements and participate in any National Account marketing programs
prescribed by Brightway.
9. Licensed Marks
a) Brightway Owns the Licensed Marks. AAO expressly acknowledges that Brightway owns all right, title,
and interest in and to the Licensed Marks and Brightway System. AAO agrees not to represent in any
manner that AAO has acquired any ownership rights in the Licensed Marks. AAO agrees not to use any
of the Licensed Marks or any marks, names or indicia which are or may be confusingly similar to the
Licensed Marks except as authorized in this Agreement. AAO further acknowledges and agrees that
any and all goodwill associated with the Brightway System and/or the Licensed Marks (including all
future distinguishing characteristics, improvements and additions to or associated with the Brightway
System) shall be Brightway’s property and shall inure directly and exclusively to the benefit of
Brightway and that, upon the transfer, termination, expiration or non-renewal of this Agreement for
any reason, no monetary amount shall be assigned as attributable to any goodwill associated with
AAO’s use of the Licensed Marks. The license of the Licensed Marks granted to AAO hereunder is
nonexclusive and Brightway retains the rights, among others: (i) to use the Licensed Marks itself in
connection with selling products and services; (ii) to grant other licenses for the Licensed Marks; and
(iii) to develop and establish other products, services or systems using the Licensed Marks, similar
proprietary marks, or any other proprietary marks, and to grant licenses thereto without providing any
rights therein to AAO.
b) Unauthorized Use of Licensed Marks. AAO understands and agrees that any use of the Licensed Marks
other than as expressly authorized by Brightway, without Brightway’s prior written consent, will
constitute an infringement of Brightway’s rights therein and that the right to use the Licensed Marks
granted herein does not extend beyond the transfer, termination, expiration or non-renewal of this
Agreement. AAO expressly covenants that, during the term of this Agreement and thereafter, AAO
shall not, directly or indirectly, commit any act of infringement or contest or aid others in contesting
the validity of Brightway’s right to use the Licensed Marks, or take any other action in derogation
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thereof. AAO shall use the Licensed Marks only for the benefit and operation of the Brightway
Location and only at the Premises and in approved marketing materials. AAO agrees that it will not
take any action that will bring disrepute to or otherwise damage the goodwill associated with the
Licensed Marks.
c) Litigation Related to the Licensed Marks. In the event of any litigation relating to AAO’s use of the
Licensed Marks, AAO shall execute any and all documents and do such acts as may, in Brightway’s
opinion, be necessary to carry out such defense or prosecution including, without limitation, becoming
a nominal party to any legal action. If Brightway, in Brightway’s sole discretion, determines that AAO
has used the Licensed Marks in accordance with this Agreement, Brightway shall bear the cost of such
defense or prosecution, including the cost of any judgment or settlement. If Brightway, in Brightway’s
sole discretion, determines that AAO has not used the Licensed Marks in accordance with this
Agreement, AAO shall bear the cost of such defense or prosecution, including the cost of any judgment
or settlement. AAO shall promptly notify Brightway of any claim, demand or cause of action that
Brightway may have based upon or arising from any unauthorized attempt by any person or legal
entity to use the Licensed Marks, any colorable variation thereof, or any other mark, name or indicia in
which Brightway has or claims a proprietary interest. AAO shall help Brightway, upon request and at
Brightway’s expense, in taking such action, if any, as Brightway may deem appropriate to halt such
activities, but shall take no action nor incur any expenses on Brightway’s behalf without Brightway’s
prior written approval. If Brightway undertakes the defense or prosecution of any litigation relating to
the Licensed Marks, which Brightway has the right though not the obligation to do, AAO agrees to
execute any and all documents and to do such acts and things as may, in the opinion of Brightway’s
legal counsel, be reasonably necessary to carry out such defense or prosecution.
d) AAO’s Use of the Marks. AAO further agrees and covenants to: (i) operate and advertise only under
the names or marks designated by Brightway; (ii) adopt and use the Licensed Marks solely in the
manner prescribed by Brightway (including, but not limited to, the specific fonts and/or colors
prescribed by Brightway); (iii) refrain from using the Licensed Marks to perform any activity or to incur
any obligation or indebtedness in such a manner as may, in any way, subject Brightway to liability
therefore; (iv) observe all laws with respect to the registration of trade names and assumed or
fictitious names, to include in any application therefore a statement that AAO’s use of the Licensed
Marks is limited by the terms of this Agreement, and to provide Brightway with a copy of any such
application and other registration documents; and (v) observe such requirements with respect to
trademark and service mark registrations and copyright notices as Brightway may, from time to time,
require, including, without limitation, affixing “SM,” “TM,” or ®, adjacent to all such Licensed Marks in
any and all uses thereof, and to use such other appropriate notice of ownership, registration and
copyright as Brightway may require. AAO may not use the Licensed Marks in connection with the offer
or sale of any services or products which Brightway has not authorized for use in connection with the
Brightway System. AAO may not use the Licensed Marks as part of AAO’s corporate or other legal
name. AAO’s corporate name and all fictitious names under which AAO proposes to do business must
be approved by Brightway in writing before use. AAO must use AAO’s corporate or limited liability
company name as well as the “D/B/A” name or trade name that is reasonably approved by Brightway.
e) New, Modified or Replacement Marks. Brightway reserves the right, at its sole discretion, to designate
one or more new, modified or replacement Licensed Marks for use by Brightway Locations and to
require the use by AAO of any such new, modified or replacement Licensed Marks in addition to or in
lieu of any previously designated Licensed Marks. Any expenses or costs associated with the use by
AAO of any such new, modified or replacement Licensed Marks shall be the sole responsibility of AAO.
AAO shall discontinue using all Licensed Marks which Brightway has notified AAO, in writing, have
been modified or discontinued within ten (10) days of receiving written notice and shall promptly
begin using such additional, modified or substituted Licensed Marks.
Franchise Agreement
f) Use of Other Marks. Except as authorized by Brightway in writing, AAO shall not use any other marks
in the marketing, advertising, or operation of the Brightway Location. Further, AAO shall not use any
names, URLs, tag lines or any other moniker in any way relating to the operation of the Brightway
Location, other than those provided or approved by Brightway.
10. Confidential Operating Manual and Confidential Information
a) Confidential Operating Manual on Loan to AAO. To protect the reputation and goodwill of the System
Locations operating under the Brightway System, and to maintain standards of operation under the
Licensed Marks, AAO shall operate its Brightway Location in accordance with various written
instructions and confidential manuals (hereinafter and previously referred to as the “Confidential
Operating Manual”), including such amendments thereto, as Brightway may publish from time to
time, all of which AAO acknowledges belong solely to Brightway and shall be on loan from Brightway
to AAO during the term of this Agreement. When any provision in this Agreement requires that AAO
comply with any standard, specification or requirement of Brightway, unless otherwise indicated, such
standard, specification or requirement shall be such as is set forth in this Agreement or as may, from
time to time, be set forth by Brightway in the Confidential Operating Manual or in other writings.
b) Confidential Operating Manual Modifications. AAO acknowledges and agrees that Brightway may,
from time to time, revise the contents of the Confidential Operating Manual and implement new or
different requirements for the operation of the Brightway Location, and AAO expressly agrees to
promptly comply with all such changed requirements provided that such requirements shall also be
applied in a reasonably nondiscriminatory manner to comparable businesses operated under the
Brightway System by other System Locations. The implementation of such requirements may require
the expenditure of reasonable sums of money by AAO.
c) Most Current Version of the Confidential Operating Manual. AAO shall at all times ensure that it is
using the most current and up-to-date version of the Confidential Operating Manual, which shall be
uploaded to the file location designated by Brightway. In the event of any dispute as to the contents
thereof, the terms and dates of the master copy maintained by Brightway at its principal place of
business shall be controlling.
d) Nondisclosure of Confidential Information. AAO acknowledges that the Confidential Operating
Manual contains Confidential Information and that all other manuals, materials, goods and
information that AAO receives from Brightway that are designated confidential will be treated as
Confidential Information. All Confidential Information is proprietary and a trade secret of Brightway.
AAO shall not use or disclose any Confidential Information in an unauthorized manner, and AAO
expressly acknowledges that the unauthorized use or disclosure of Brightway’s Confidential
Information or trade secrets will cause irreparable injury to Brightway and that damages are not an
adequate remedy. Accordingly, AAO will: (i) not acquire any interest in the Confidential Information;
(ii) not use the Confidential Information in any other business or capacity; (iii) exert its best efforts to
maintain the confidentiality of the Confidential Information during and after the term of this
Agreement (including limiting access to Confidential Information by AAO’s employees and
representatives to a need-to-know basis); (iv) not make unauthorized copies of, or extracts from, any
portion of the Confidential Information disclosed in written or other tangible form; and (v) adopt and
implement all reasonable procedures prescribed from time to time by Brightway to prevent
unauthorized use or disclosure thereof by AAO, Staff, and AAO’s officers and other employees,
including the use of nondisclosure clauses in agreements with all such persons.
e) Maintaining Positive Goodwill. AAO agrees that AAO will not at any time make any false, misleading,
disparaging or uncomplimentary statements or remarks about Brightway, other System Locations, or
any of Brightway’s officers, directors, shareholders, employees or affiliated entities or persons, or the
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Brightway System, with the intent to harm the status, reputation, goodwill or business of such entities
or persons, or of the Brightway System.
f) New Concepts. If AAO, AAO’s employees, or principals, develop any new concept, process or
improvement in the operation or promotion of the Brightway Location, AAO will promptly notify
Brightway, and provide Brightway with all of the information necessary to implement the
improvement, without any compensation. Any such concept, process or improvement will become
Brightway’s sole property and Brightway will be the sole owner of all patents, patent applications,
trademarks, copyrights and other intellectual property rights related thereto. AAO and AAO’s
principals and agents hereby assign to Brightway any rights they may have or acquire therein, including
the right to modify such concept, process or improvement, and otherwise waive and/or release all
rights of restraint and moral rights therein and thereto. AAO and AAO’s principals and agents agree to
assist Brightway in obtaining and enforcing the intellectual property rights to any such concept,
process or improvement in any and all countries and further agree to execute and provide Brightway
with all necessary documentations for obtaining and enforcing such rights. AAO and AAO’s principals
and agents hereby irrevocably designate and appoint Brightway as AAO’s agent and attorney-in-fact to
execute and file any such documentation and to do all other lawful acts to further the prosecution and
issuance of patents or other intellectual property rights related to any such concept, process or
improvement. In the event that the foregoing provisions of this Section are found to be invalid or
otherwise unenforceable, AAO and AAO’s principals and agents hereby grant to Brightway a
worldwide, perpetual, non-exclusive, fully-paid license to use and sublicense the use of the concept,
process or improvement to the extent such use or sublicense would, absent this Agreement, directly or
indirectly infringe AAO’s rights therein.
11. Marketing and Advertising
Recognizing the value of standardized advertising and marketing programs to the furtherance of the goodwill
and public image of the Brightway System, and in order to execute such programs in an effective and
consistent manner, the parties agree as follows:
a) Local Advertising Materials. At its discretion and from time to time, Brightway may provide AAO with
local advertising and marketing materials, including without limitation, merchandising materials, sales
aids, special promotions and similar advertising, and Brightway reserves the right to charge a
reasonable price for providing such materials.
b) Advertising Requirements. AAO is required to:
i. List Brightway Location in Local and Online Directories. Obtain listings of the Brightway
Location, at AAO’s expense, in appropriate business directories and publications (both Internet
and non-Internet based), and engage in appropriate Internet strategies designed to drive
business to its Brightway Location, all as specified from time to time by Brightway;
ii. Maintain Required Promotional Materials. At AAO’s expense, obtain and maintain any special
promotional materials of the kind and size as Brightway may from time to time require for
comparable System Locations;
iii. Use Approved Business Stationery. At AAO’s expense, use pre-approved vendors to print and
maintain business cards, stationery, letterhead, and any required forms that are pre-approved
by Brightway;
iv. Use Phone Numbers and Internet Addresses. Include in all advertising any phone numbers or
Internet addresses required by Brightway.
c) All Promotional/Marketing/Advertising Materials Must be Pre-Approved. AAO shall submit to
Brightway for its prior approval samples of all advertising, promotional or marketing materials to be
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used by AAO that has not been prepared or previously approved by Brightway. If Brightway does not
approve of AAO’s proposed advertising materials in writing within thirty (30) days of receipt, the
proposed advertising materials shall be deemed rejected, unless Brightway subsequently conveys
otherwise in writing.
d) Advertising Fund. Brightway reserves the right to establish an advertising and marketing fund (the
“Advertising Fund”) for the common benefit of System Locations. AAO may be required to participate
in and contribute monthly to the Advertising Fund, in the manner Brightway prescribes, and in an
amount specified by Brightway at the time such Advertising Fund is created. The amount of the
Advertising Fund contributions shall be no more than three percent (3%) of Brightway Sales
Commissions Paid to AAO (the “Advertising Fee”). If Brightway requires AAO to contribute to the
Advertising Fund, the Advertising Fee shall be deducted from payments to AAO in the same manner as
the AAO Shared Expenses, as specified in Section 8(i) of this Agreement. Brightway has the right to
require that an advertising cooperative and/or franchisee advisory council be formed, changed,
dissolved or merged.
i. Brightway’s Use of Advertising Fund. Brightway will use Advertising Fund contributions, at
Brightway’s sole discretion, to develop, produce and distribute national, regional and/or
local advertising and to create advertising materials and public relations programs which
promote, in Brightway’s sole judgment, the services offered by System Locations.
Brightway has the sole right to determine contributions to and expenditures from the
Advertising Fund, or any other advertising program, and sole authority to determine,
without limitation, the selection of the advertising materials and programs; provided,
however, that Brightway will make a good faith effort to expend Advertising Fund
contributions in the general best interests of the Brightway System on a national, regional
or local basis. Brightway may use the Advertising Fund to satisfy any and all costs of
maintaining, administering, directing, preparing, and producing advertising, including the
cost of preparing and producing television, radio, magazine and newspaper advertising
campaigns, the cost of direct mail and outdoor billboard advertising, the cost of public
relations activities and advertising agencies, the cost of developing and maintaining an
Internet website and other online advertising/marketing, and personnel and other
departmental costs for advertising that Brightway internally administers or prepares. AAO
acknowledges that not all System AAO’s will benefit directly or on a pro-rata basis from
such expenditures. While Brightway does not anticipate that any part of the Advertising
Fund contributions will be used for advertising that is principally a solicitation for the sale
of franchises, Brightway reserves the right to use the Advertising Fund for public relations
or building recognition of the Brightway brand and to include a notation in any
advertisement indicating “Franchises Available.”
ii. Surveys. In the interest of continually improving the products and services Brightway
offers, Brightway may periodically conduct customer surveys, customer interviews, and
other similar initiatives (“Surveys”). The cost of such programs will be borne by the
Advertising Fund. The cost of these programs may be charged directly to AAO if AAO’s
results from a Survey fall below system-established minimum standards for such Surveys.
iii. Reimbursement of Reasonable Costs and Overhead. Brightway has the right to reimburse
itself from the Advertising Fund contributions for such reasonable costs and overhead, if
any, including salaries, as Brightway may incur in activities reasonably related to the
direction and implementation of the Advertising Fund.
iv. Brightway’s Contribution to the Fund. Brightway’s contribution to the Advertising Fund
for subsequent company-owned or Affiliate-owned units will be equal to that provided for
in Brightway’s Franchise Disclosure Document in the year that the Advertising Fund is
Franchise Agreement
implemented. Should the advertising contribution for the System decrease at any time,
Brightway has the right to reduce Brightway’s contribution from company-owned and
Affiliate-owned units to the rate specified for franchised locations.
v. Advertising Fund Statements. Upon AAO’s request, Brightway will make available within
one hundred and twenty (120) days of the end of the fiscal year, a statement of
contributions and expenditures for the Advertising Fund. The Advertising Fund is not
required to be independently audited. Although Brightway anticipates that all Advertising
Fund contributions will be spent in the fiscal year they accrue, if Brightway does not spend
all Advertising Fund contributions by the end of each fiscal year, the remaining amounts
may be carried over to be expended during the next fiscal year.
e) Local Advertising Requirement. In addition to the Advertising Fund contributions described above,
Brightway reserves the right to require AAO to spend a certain amount every month, which shall be no
more than three percent (3%) of Brightway Sales Commissions Paid to AAO, on local advertising and
promotion in accordance with an annual plan approved by Brightway and in accordance with
Brightway’s standards and specifications (the “Local Advertising Requirement”). AAO must spend the
Local Advertisement Requirement as Brightway prescribes in the Confidential Operating Manual or
otherwise in writing, which may include, without limitation, requirements for placing a certain number
and/or type(s) of media advertisements. In the event the Local Advertising Requirement is
implemented, AAO acknowledges and agrees that AAO’s Local Advertising Requirement must be
expended regardless of the amounts spent by other System Locations on local advertising. AAO may
spend any additional sums AAO wishes on local advertising. AAO must use only such advertising and
promotional materials as have been previously approved by Brightway, as described in Section 11(c)
above. In the event the Local Advertising Requirement is implemented, AAO will submit to Brightway
an annual plan for AAO’s expenditure of AAO’s local marketing budget, which Brightway must approve
in writing. AAO must send Brightway proof of these expenditures within fifteen (15) days of the end of
each quarter.
f) Opening Advertising Program. Brightway strongly recommends that AAO conduct an opening
advertising program to promote the opening of AAO’s Brightway Location during the first sixty (60)
days following AAO’s soft opening. If AAO elects to conduct such advertising, Brightway and AAO shall
work together to determine an appropriate program during the time period following the execution of
this Agreement and prior to AAO’s opening. All advertising must be approved by Brightway in writing
prior to publication, as described in Section 11(c) above.
g) Co-op Advertising and Other Marketing Programs. Brightway will have the right, in its discretion, to
designate any geographical area for purposes of establishing a regional advertising and promotional
cooperative (“Cooperative”), and to determine whether a Cooperative is applicable to the Brightway
Location. If a Cooperative is established applicable to the Brightway Location, AAO must participate in
the Cooperative. Cooperative contributions will be credited towards the Local Advertising
Requirement. Cooperative contributions will not exceed the maximum Local Advertising Requirement
unless a majority of the Cooperative votes to increase the required Cooperative contributions. If
implemented, the following provisions will apply to each Cooperative:
i. Each Cooperative will be organized and governed in a form and manner, and will
commence operation on a date, approved in advance by Brightway;
ii. Each Cooperative will be organized for the exclusive purpose of administering regional
advertising programs and developing, subject to Brightway’s approval, standardized
advertising materials for use by the members in local advertising;
iii. No promotional or advertising plans or materials may be used by a Cooperative or
furnished to its members without Brightway’s prior approval. All such plans and materials
must be submitted to Brightway in accordance with Section 11(c);
Franchise Agreement
iv. Cooperative activities will be determined by a majority vote of the member franchisees in
the Cooperative;
v. Each member franchisee must submit to the Cooperative, no later than the tenth (10th) of
each calendar month, for the preceding calendar month, its respective contribution as
provided in this Agreement together with such other statements or reports as Brightway
may require or as may be required by the Cooperative with Brightway’s approval; and
vi. Brightway may grant to AAO or any other franchisee an exemption from participating in a
Cooperative at its sole discretion, upon a written request stating the reasons supporting
such exemption. Brightway’s decision concerning such request for exemption will be final.
h) Requirement to Use Only Brightway-Assigned Website and URL. AAO will not develop, create,
generate, own, license, lease or use in any manner any computer medium or electronic medium
(including any Internet home page, e-mail address, website, social media page, bulletin board,
newsgroup or other Internet-related medium) which in any way uses or displays, in whole or part, the
Licensed Marks, or any words, slogans, symbols, logos, designs or terms confusingly similar thereto, or
which relates to the Brightway Location in any way, without Brightway’s express prior written consent,
and then only in such manner and in accordance with such procedures and policies as Brightway may
establish from time to time. Without limiting the generality of the foregoing, AAO will not cause,
permit or allow any of the Licensed Marks, or any words, slogans, symbols, logos, designs or terms
confusingly similar thereto, to be used or displayed in whole or part: (i) as, or as a part of, an Internet
domain name or URL; (ii) on or in connection with Facebook, Instagram, Twitter or any other social
media platform; or (iii) on or in connection with any Internet home page, website content, bulletin
board, newsgroup, chat group, blogs, buddy list, instant messenger, meta-tag (or the comparable
identifier in any future technology) or other Internet-related activity, without Brightway’s express prior
written consent, and then only in such manner and in accordance with such procedures and policies as
Brightway may establish from time to time. All Brightway Location business conducted via the Internet
as aforesaid shall be done only through the assigned Brightway Website, URL and Brightway Web
Presence.
i) Marketing Representatives Must be Pre-Approved. AAO shall not employ or engage any person to act
as a representative of AAO in connection with local promotion of the Brightway Location in any public
media without the prior written approval of Brightway. Any and all signs, equipment, supplies or
materials purchased, leased or licensed by AAO must meet the standards specified by Brightway in the
Confidential Operating Manual or otherwise in writing.
j) Displays at the Premises. If required by Brightway, AAO shall, in such form and manner as may be
specified, notify the public that AAO is operating the Brightway Location as an independently owned
franchisee of Brightway, and shall identify its business location in the manner specified by Brightway in
the Confidential Operating Manual.
12. Covenants
During the Term of this Agreement, AAO and all Guarantors executing that Guaranty of AAO’s Undertakings
attached hereto as Exhibit 1 (the “Guaranty”), as well as all parents, children, spouses, and siblings of AAO and
all Guarantors, as applicable (collectively, the “Covenantors”), each individually covenant:
a) In-Term Non-Compete. Not to engage, directly or indirectly, for themselves or through, on behalf of,
or in conjunction with any other person or entity, as an owner, operator, employee, producer, agent,
manager, consultant, or broker, or to otherwise have any interest in any property and casualty
insurance and/or life insurance-related business other than as an authorized owner of a Brightway
Location; provided, however, that Covenantors shall not be prohibited hereby from owning equity
securities of any insurance agency, whose shares are publicly traded on a stock exchange or on the
Franchise Agreement
over-the-counter market so long as a Covenantor’s ownership interest represents two percent (2%) or
less of the total number of outstanding shares of such business.
b) Post-Term Non-Compete. In the event this Agreement is terminated, expires and is not renewed, or if
AAO assigns or transfers its interest herein to any person or business organization (except pursuant to
Section 13(f) hereof), then for a period of two (2) years after such termination, expiration and non-
renewal, or Transfer, not to: (i) engage, directly or indirectly, for themselves or through, on behalf of,
or in conjunction with any other person or entity, as an owner, employee, producer, manager,
consultant, or broker, or otherwise have any interest in any business that is competing in whole or in
part with Brightway by granting franchises or licenses to operate insurance agencies anywhere in the
United States; or (ii) engage, directly or indirectly, for themselves or through, on behalf of, or in
conjunction with any other person, partnership or corporation, as an owner, operator, employee,
producer, agent, manager, consultant, or broker, or otherwise have any interest in any property and
casualty insurance and/or life insurance-related business at or within a twenty (20)-mile radius of the
former Premises or any other franchisee-owned or company-owned Brightway Location that is in
operation at the time this Agreement is terminated, expires and is not renewed, or transferred, other
than as an authorized owner of another Brightway Location. It is understood and agreed that the
purpose of this covenant is not to deprive Covenantor of a means of livelihood and will not do so, but
is rather to protect the goodwill and interests of Brightway and the Brightway System.
c) In-Term Non-Solicitation of Customers. AAO shall not knowingly, during the term of this Agreement,
for any competitive purpose whatsoever, directly or indirectly solicit a prospect, customer or client for
any competitive purpose, or accept an order from a prospect, customer or client: (i) of Brightway or
any Brightway Location; (ii) to whom Brightway or any other Brightway Location has submitted a bid or
quotation; or (iii) that has previously been a customer or client of Brightway or any other Brightway
Location in the preceding twenty-four (24) months.
d) Post-Term Non-Solicitation of Customers. AAO shall not knowingly, for a two (2) year period following
the termination, expiration and non-renewal, or Transfer of this Agreement, for any competitive
purpose whatsoever, directly or indirectly solicit a prospect, customer or client for any competitive
purpose, or accept an order from a prospect, customer or client: (i) of Brightway or any Brightway
Location as of the date of such termination, expiration, non-renewal or Transfer; (ii) to whom
Brightway or any Brightway Location, as of the date of such expiration, termination, non-renewal or
Transfer, has submitted a bid or quotation; or (iii) that has previously been a customer or client of
Brightway or any Brightway Location at any time during the twenty-four (24) months immediately
preceding such expiration, termination, non-renewal or Transfer.
e) Maintain Confidentiality; Staff Confidentiality Agreements. During the term of this Agreement and
thereafter, not to communicate, directly or indirectly, nor to divulge to or use for their benefit or the
benefit of any other person or legal entity, any trade secrets that are proprietary to Brightway or any
information, knowledge or know-how deemed Confidential Information under this Agreement, except
as expressly permitted by Brightway in writing. Furthermore, in the event of any termination,
expiration, non-renewal or Transfer of this Agreement, Covenantors must permanently cease all use of
Brightway’s Confidential Information, trade secrets, methods of operation or any proprietary
components of the Brightway System. The protection granted hereunder shall be in addition to and
not in lieu of all other protections for such trade secrets and Confidential Information as may
otherwise be afforded in law or in equity. AAO’s Staff as designated by Brightway must execute and
comply with Brightway’s prescribed form of Confidentiality and Non-Competition Agreement.
Brightway shall be a third-party beneficiary of such agreement, and AAO shall not amend, modify or
terminate any such agreement without Brightway’s prior written consent.
f) Covenants are Independent of Other Covenants or Provisions of This Agreement. The parties agree
that each of the foregoing covenants shall be construed as independent of any other covenant or
Franchise Agreement
provision of this Agreement, and shall, where applicable, survive the termination, expiration, non-
renewal or Transfer of this Agreement for any reason. Should any part of one or more of these
restrictions be found to be unenforceable by virtue of its scope in terms of area, business activity
prohibited or length of time, and should such part be capable of being made enforceable by reduction
of any or all such restrictions, AAO and Brightway agree that the same shall be enforced to the fullest
extent permissible under the law. In addition, Brightway may unilaterally, at any time and at its sole
discretion, revise any of the covenants in this Section so as to reduce the obligations of Covenantors
hereunder. The running of any period of time specified in this Section shall be tolled and suspended
for any period of time in which a Covenantor is in violation of any restrictive covenant. AAO further
expressly agrees that the existence of any claim it may have against Brightway, whether or not arising
from this Agreement, shall not constitute a defense to the enforcement by Brightway of the covenants
set forth in this Section.
13. Transfer and Assignment
a) Brightway’s Right to Transfer. This Agreement and all rights and duties hereunder may be freely
assigned or transferred by Brightway, in whole or in part, without AAO’s consent, to any person or
legal entity that agrees to assume Brightway’s obligations hereunder, including a competitor of
Brightway, and shall be binding upon and inure to the benefit of Brightway’s successors and assigns
including, without limitation, any entity which acquires all or a portion of the capital stock of Brightway
or any entity resulting from or participating in a merger, consolidation or reorganization in which
Brightway is involved, and to which Brightway’s rights and duties hereunder (in whole or in part), are
assigned or transferred.
b) Transfers Require Prior Written Approval. AAO understands and acknowledges that the rights and
duties created by this Agreement are personal to AAO, and that Brightway has granted AAO this
franchise in reliance on many factors, including, without limitation, the individual or collective
character, skill, aptitude and business and financial capacity of AAO. Accordingly, neither AAO nor any
person owning any direct or indirect equity interest therein, shall directly or indirectly sell, assign,
transfer, convey, give away, pledge, mortgage or otherwise encumber any interest in: (i) this
Agreement or any portion or aspect thereof; (ii) the Brightway Location; (iii) the Premises; or (iv) any
equity or voting interest in AAO; nor permit the Brightway Location to be operated, managed, directed
or controlled, directly or indirectly, by any person other than the Designated Agency Principal (any
such act or event is referred to as a “Transfer”) without the prior written approval of Brightway, which
may be withheld at Brightway’s sole discretion, as described more fully in this Section 13. Any such
purported Transfer occurring by operation of law or otherwise, including any Transfer by a trustee in
bankruptcy, without Brightway’s prior written consent, shall be a material default of this Agreement,
but the transferor shall remain obligated under this Agreement until released by Brightway, or until
this Agreement is terminated and all post-term obligations set forth in this Agreement are fulfilled.
c) Brightway’s Right of First Refusal in the Event of Any Transfer. If AAO proposes to transfer either this
Agreement, any equity interest in AAO, all or substantially all of the assets used in connection with the
Brightway Location, or any interest in AAO’s lease to any third party (other than to a wholly owned
entity as set forth in Section 13(f) below), AAO shall first offer to sell such interest to Brightway on the
same terms and conditions as offered by such third party. AAO shall obtain from the third party and
provide Brightway a statement in writing, signed by the third party and AAO, of the terms of the offer
(“Letter of Intent”). If Brightway elects not to accept the offer within a thirty (30) day period, AAO
shall have a period not to exceed sixty (60) days to complete the transfer described in the Letter of
Intent subject to the conditions for approval set forth in Section 13(e) below. AAO shall effect no other
sale or transfer as contemplated under the Letter of Intent without first complying with this Section
Franchise Agreement
13(c). Any material change in the terms of the Letter of Intent shall be deemed a new proposal subject
to Brightway’s right of first refusal. So long as AAO has obtained Brightway’s prior written consent,
which shall not be unreasonably withheld, a transfer to an existing partner or shareholder, or a
transfer as a result of the death, disability or incapacitation of a shareholder or partner, in accordance
with the provisions set forth in this Section 13, is not subject to Brightway’s first right of refusal.
d) AAO’s Incapacitation. In the event of AAO’s death, disability or incapacitation (or the death, disability
or incapacitation of AAO’s shareholders, members, partners or personal guarantors), AAO’s legal
representative or AAO’s partner’s or guarantor’s respective legal representative, as applicable, shall
have the right to continue the operation of the Brightway Location as the AAO under this Agreement
if: (i) within forty-five (45) days from the date of death, disability or incapacity (the “45-Day Period”),
such person has obtained Brightway’s prior written approval and has executed Brightway’s then-
current form of franchise agreement for a new five (5) year term, or has furnished a personal guaranty
of any partnership, corporate or limited liability company AAO’s obligations to Brightway and
Brightway’s Affiliates; and (ii) such person successfully completes Brightway’s training program (which
Brightway will provide at Brightway’s then-current tuition rate). Such assignment by operation of law
will not be deemed in violation of this Agreement, provided such heirs or legatees accept the
conditions imposed by the franchise agreement and are acceptable to Brightway. Brightway is under
no obligation to operate the Brightway Location or incur any obligation on behalf of any incapacitated
AAO, during or after the 45-Day Period. If necessary, AAO (or AAO’s legal representative, as
applicable) shall appoint a previously approved acting interim manager to operate the Brightway
Location during the 45-Day Period. In the event of AAO’s death, disability, or incapacitation, Brightway
may (but is not required to) operate the Brightway Location on AAO’s behalf and at AAO’s expense for
such period of time (and under such terms and conditions) as Brightway determines, including paying
out the assets and/or revenues of the Brightway Location to cover any or all past, current and/or
future obligations (including any amounts owed to Brightway and/or any Affiliate) in such priorities as
Brightway determines from time-to-time at Brightway’s sole and absolute discretion. In such a
situation, Brightway may pay itself a reasonable amount to reimburse Brightway for Brightway’s
management services and other costs. Brightway may obtain approval of a court or arbitrator for any
such arrangements, the attorneys’ fees and other costs incurred in connection with obtaining such
approval to be charged against the assets or revenues of the Brightway Location. AAO (or AAO’s
estate) will indemnify Brightway against any costs or liabilities incurred by it in connection with, or
related in any way to, the operation of the Brightway Location as described herein.
e) Consent to Transfer. AAO understands and acknowledges the vital importance of the performance of
AAO to the market position and overall image of Brightway. AAO also recognizes that there are many
subjective factors that comprise the process by which Brightway selects a suitable Brightway System
franchisee. As of the effective date of the proposed Transfer, Brightway must have forwarded to AAO
its approval, granted in its Reasonable Business Judgment, of the proposed Transfer to the proposed
transferee, in accordance with the provisions of this Section 13. The consent of Brightway to any
Transfer by AAO shall remain a subjective determination and shall include, but not be limited to, the
following conditions:
i. Transferee Must be Approved. The proposed transferee is a person or entity that meets
Brightway’s then-current standards of qualification for similar Brightway System franchisees,
including, without limitation, that transferee: (i) is properly licensed by all governmental and
other regulatory agencies and organizations; (ii) meets Brightway’s managerial and business
standards then in effect for similarly situated Brightway franchisees; (iii) possesses a good
moral character, business reputation, and satisfactory credit rating; (iv) is not a competitor of
Brightway; (v) will comply with all training and other requirements of Brightway; and (vi) has

Franchise Agreement
the aptitude and ability to operate the Brightway Location (as may be evidenced by prior
related business experience or otherwise).
ii. Terms are Commercially Reasonable. The proposed Transfer is at a price and upon such terms
and conditions as Brightway shall deem commercially reasonable.
iii. AAO’s Obligations are Satisfied. As of the effective date of the proposed Transfer, all
obligations of AAO under this Agreement, and under any other agreements between AAO or
its Affiliates and Brightway, are fully satisfied.
iv. Transferee Obligations are Satisfied. As of the effective date of the proposed Transfer, all
obligations of the proposed transferee or its Affiliates to Brightway under all agreements of
any kind between the proposed transferee or its Affiliates and Brightway are fully satisfied.
v. Requirements for Transfer. In addition to the foregoing, the requirements for all such
Transfers under this Section are as follows:
a. AAO or the proposed transferee must request that Brightway provide the
prospective transferee with Brightway’s current form of Franchise Disclosure
Document, and a receipt for such document shall be delivered to Brightway;
provided, however, Brightway shall not be liable for any representations other than
those contained in such Franchise Disclosure Document.
b. The proposed transferee must execute Brightway’s then-current form of franchise
agreement, which may contain terms and conditions substantially different from
those in this Agreement, for a full five (5) year initial term.
c. In the event of a transfer/sale/change of a majority of equity interests (51% or
greater) of AAO, or a transfer/sale/change that results in a change in the Controlling
Interest of AAO, and except as provided in Section 13(k) below, the proposed
transferee shall pay Brightway a Transfer Fee in an amount equal to the then-current
Initial Fee being paid to Brightway by new franchisees.
d. In the event of a transfer/sale/change of a majority of equity interests (51% or
greater) or a transfer/sale/change that results in a change in the Controlling Interest
of an AAO owning multiple Brightway Locations itself or through its Affiliates, and
except as provided in Section 13(k) below, the proposed transferee shall pay
Brightway a Transfer Fee in an amount equal to twice the then-current Initial Fee
being paid to Brightway by new franchisees for the type of agencies (Office Agency,
Office Agency with Commission Enhancement, or Retail Agency) to be transferred
(regardless of the number of Brightway Locations involved). By way of example, the
Transfer Fee for three (3) Retail Agencies would be $120,000, assuming Brightway’s
then-current Initial Fee for a Retail Agency is sixty thousand dollars ($60,000).
e. In the event of a transfer under Section 13(f) below or transfers that solely consist of
a transfer/sale change of a minority of equity interests of AAO and without a change
in Controlling Interest, the Transfer Fee shall equal two thousand five-hundred
dollars ($2,500). Similarly, Brightway reserves the right to reduce the Transfer Fee
described in Section 13(e)(vi)(c) above to two thousand five-hundred dollars
($2,500) in the event the following conditions are met: (i) the Transfer involves a
minority owner of AAO purchasing the equity interests of the majority owner of
AAO; (ii) the minority owner must have had an active working role as a producer of
the Brightway Location for a period of at least five (5) years preceding the date of
the Transfer; and (iii) AAO must have paid a full lump sum Initial Fee to Brightway in
connection with the original purchase or acquisition of the Brightway Location.
f. AAO and the transferee must execute Brightway’s prescribed form of consent to
transfer agreement, which shall include a general release in a form satisfactory to
Franchise Agreement
Brightway, of any and all claims against Brightway, its Affiliates and their officers,
directors, attorneys, shareholders, and employees, in their corporate and individual
capacities.
g. The transferee and its personnel must complete, to Brightway’s satisfaction, the
initial training then required by Brightway.
h. AAO must purchase an Errors & Omissions “Tail Policy” from a provider designated
by Brightway that is reasonably satisfactory to Brightway, as determined by
Brightway in its sole discretion.
f) One-time Transfer to Legal Entity Wholly Owned by Individual AAO. Notwithstanding Section 13(e) of
this Agreement, it is understood and agreed that if AAO is an individual, he/she may assign this
Agreement, the Brightway Location, and AAO’s rights and obligations hereunder on one occasion to a
legal entity organized and wholly-owned by AAO for that purpose only. Brightway shall be given thirty
(30) days’ advanced written Notice of such assignment to review the terms thereof, and, upon
entering into Brightway’s prescribed form of Consent to Transfer Agreement, such legal entity shall
have all of the rights and obligations of AAO under this Agreement, and the term “AAO” as used herein
shall refer to such legal entity. Such assignment shall in no way affect the obligations hereunder of the
individual originally designated as “AAO” hereunder, who shall remain fully bound by and responsible
for the performance of all such obligations, jointly and severally with such legal entity, and shall enter
into the Guaranty attached as Exhibit 1 to this Agreement. Such legal entity shall at no time engage in
any business or activities other than the exercise of the rights herein granted to AAO and the
performance of its obligations as AAO hereunder. Any such assignment completed under this Section
13(f) will not be subject to Brightway’s right of first refusal set forth in Section 13(c) hereof. The
Transfer Fee imposed in connection with a transfer under this Section 13(f) will be two thousand five-
hundred dollars ($2,500).
g) Brightway’s Consent to Transfer. Brightway’s consent to a Transfer of any interest in AAO granted
herein shall not constitute a waiver of any claims it may have against the transferring party, nor shall it
be deemed a waiver of Brightway’s right to demand exact compliance with any of the terms of this
Agreement by the transferee.
h) Assignment of Interests. Brightway will not require approval of the assignment or hypothecation of all
or any part of the assets of the Brightway Location or the stock or other interests in AAO, excluding
AAO’s rights under this Agreement or the franchise granted hereunder, to a bank or other lending
institution as collateral security for loans made directly to or for the benefit of the Brightway Location.
However, Brightway’s approval will be required for any proposed assignment or hypothecation of this
Agreement or the franchise granted hereunder if such an assignment/hypothecation would permit any
transfer or assignment of this Agreement or the franchise granted hereunder without compliance by
the transferee or assignee with the provisions of Section 13 hereof.
i) Restriction on AAO Stock. If AAO is a corporation or other business entity, all certificates representing
shares or other equity interests in AAO, whether already or hereafter issued by AAO, shall, from and
after the date hereof, bear a legend sufficient under applicable law to constitute notice of the
restrictions on such stock contained in this Agreement and to allow such restrictions to be enforceable.
Such legend shall appear in substantially the following form: “The sale, transfer, pledge or
hypothecation of this stock is restricted pursuant to the terms of a Franchise Agreement dated
________, 20__, by and between Brightway Insurance, LLC, a Florida limited liability company, and the
issuer of these shares.”
j) Right to Compensation Following Transfer. The parties expressly acknowledge and agree that in the
event Brightway, at its sole discretion, consents to a Transfer pursuant to the terms of this Section 13
(other than a Transfer pursuant to Section 13(f), 13(h), or a transfer of a minority interest in AAO),
then all of the transferor’s rights to compensation under this Agreement, including but not limited to
Franchise Agreement
Post-Term Extended Earnings described in Section 17, shall immediately cease and all such amounts
shall revert to Brightway on the effective date of the Transfer.
k) Gifting the Franchise. Notwithstanding the provisions of this Section 13, in the event of a Transfer
meeting all of the other requirements of this Section 13, pursuant to which: (i) the transferor AAO and
its owners and Affiliates receive no direct or indirect financial remuneration or benefit from the
proposed transferee in connection with the Transfer (as would be the case with a gift of the entire
Brightway Location to a family member or a key employee); (ii) in the case of a Transfer of the equity
interests of the existing AAO, no owner of the AAO’s existing equity interests retains any direct or
indirect equity interest in such entity or any right to future compensation from such entity (and is not
granted any such direct or indirect equity interests in the future); and (iii) AAO expressly waives all of
its rights, in writing, to any Post-Term Extended Earnings as defined in Section 17, then:
i. No Transfer Fee shall be payable to Brightway by the transferee; and
ii. Notwithstanding anything to the contrary in Section 13(j), the transferee shall be entitled to
receive both: (i) all of the transferor AAO’s rights under Section 8 of this Agreement to a
portion of Brightway Sales Commissions on Renewal Business for Policies in effect prior to the
date of Transfer; and (ii) all of the compensation specified in Section 8 of this Agreement for
policies which take effect after the date of Transfer; provided, however, that at least five (5)
days prior to the consummation of any such Transfer, the transferor AAO must provide
Brightway with complete copies of all agreements and other transaction documents to be
executed or delivered by the transferor AAO and the proposed transferee in connection with
the Transfer.
l) Following the Gifting of a Franchise. In the event of any Transfer made in compliance with the
requirements of Section 13(k), then for a period of three (3) years following the date of the Transfer: (i)
the transferor AAO and its owners and Affiliates shall submit to Brightway, on an annual basis (by no
later than May 15th of each year), a copy of their U.S. federal tax returns for the applicable year; and
(ii) upon reasonable advance notice to the transferor AAO, the transferor AAO and its owners and
Affiliates shall accord to Brightway, its accountants, attorneys and agents, the right to examine or
inspect the financial books and records of the transferor AAO and its owners and Affiliates for the
purpose of determining whether the transferor AAO or its owners or Affiliates received any direct or
indirect financial remuneration or benefit from the transferee in connection with the Transfer (or, in
connection with the Transfer of AAO’s equity interests, retained or subsequently obtained any direct
or indirect equity interests in AAO). In the event that Brightway determines that the transferor AAO or
its owners or Affiliates received, at any time, any direct or indirect financial remuneration or benefit
from the transferee in connection with the Transfer (or, in connection with the Transfer of AAO’s
equity interests, retained or subsequently obtained any direct or indirect equity interests in AAO), the
transferor AAO or its owners shall, within thirty (30) days of receiving Notice from Brightway of such
determination, pay to Brightway a sum equal to one hundred and twenty-five percent (125%) of the
Transfer Fee to which Brightway would have otherwise been entitled to receive from the transferee
pursuant to the terms of Section 13(e).
14. Additional Representations and Warranties
a) Duly Organized. AAO, if a registered business entity, warrants and represents that it is duly organized,
existing and in good standing under the laws of the state in which it was organized and/or
incorporated.
b) Agreement Doesn’t Violate Other Obligations to Third Parties. AAO represents and warrants that the
execution of this Agreement, the operation of the AAO’s Brightway Location, and the performance of
all of the terms and conditions of this Agreement by AAO, Staff and AAO’s owners, officers, directors,
Franchise Agreement
and employees will not and shall not violate the terms of any contractual, legal or other obligations
with any third party.
c) All Applicable Licensing Laws/Regulations Must be Followed. AAO represents and warrants that Staff
and AAO’s owners, officers, directors, employees or independent contractors that are required to be
duly and fully licensed by any regulatory organization, governmental agency or any Contracted
Company shall be, at all times during the term of this Agreement, duly and fully licensed and
appointed as insurance agents under Brightway’s master licenses and appointments as required by
Brightway, and shall have and maintain all other required licenses, registrations, and authorities to sell,
renew, service or deliver Policies in any state in which AAO sells, renews, services or delivers such
Policies.
d) Notify Brightway of Any and All Litigation. AAO shall immediately notify Brightway of any and all
litigation to which AAO or any of AAO’s Affiliates, Staff, owners, directors, officers, employees or
independent contractors may become a party, whether as plaintiff or defendant, and represents and
warrants that no such litigation is now pending.
e) Notify Brightway of Any and All Investigations. AAO shall notify Brightway of any and all
investigations of or hearings related to AAO or any of AAO’s Affiliates, Staff, owners, directors, officers,
employees or independent contractors that are conducted by any regulatory organization,
governmental agency, or Contracted Company, and represents and warrants that no such
investigations or hearings are now pending.
f) Authority to Enter Into this Agreement. If a corporation or other business entity, AAO represents and
warrants that AAO has taken all necessary action, including but not limited to binding
resolutions/actions of all of its managers, directors and/or shareholders, to enter into this Agreement
and to carry out the terms and conditions set forth herein.
g) Adherence to Anti-Terrorism Laws. AAO certifies that neither AAO, nor AAO’s owners, Staff or anyone
associated with AAO is listed in the Annex to Executive Order 13224 (the “Annex”). AAO agrees not to
hire or have any dealings with a person listed in the Annex. AAO certifies that AAO has no knowledge
or information that, if generally known, would result in AAO, AAO’s owners, Staff, or anyone
associated with AAO being listed in the Annex. AAO agrees to comply with and assist Brightway to the
fullest extent possible in Brightway’s efforts to comply with the Anti-Terrorism Laws (as defined
below). In connection with such compliance, AAO certifies, represents, and warrants that none of
AAO’s property or interests are subject to being “blocked” under any of the Anti-Terrorism Laws and
that AAO and AAO’s owners or principals are not otherwise in violation of any of the Anti-Terrorism
Laws. AAO is solely responsible for ascertaining what actions must be taken by AAO to comply with all
such Anti-Terrorism Laws, and AAO specifically acknowledges and agrees that AAO’s indemnification
responsibilities as provided in Section 20(b) of this Agreement pertain to AAO’s obligations under this
Section 14(g). Any misrepresentation by AAO under this Section or any violation of the Anti-Terrorism
Laws by AAO, AAO’s owners, principals or employees shall constitute grounds for immediate
termination of this Agreement in accordance with the terms of Section 15(b)(xix). As used herein,
“Anti-Terrorism Laws” means Executive Order 13224 issued by the President of the United States, the
Terrorism Sanctions Regulations (Title 31, Part 595 of the U.S. Code of Federal Regulations), the
Foreign Terrorist Organizations Sanctions Regulations (Title 31, Part 597 of the U.S. Code of Federal
Regulations), the Cuban Assets Control Regulations (Title 31, Part 515 of the U.S. Code of Federal
Regulations), the USA PATRIOT Act, and all other present and future federal, state and local laws,
ordinances, regulations, policies lists and any other requirements of any governmental authority
(including without limitation, the United States Department of Treasury Office of Foreign Assets
Control) addressing or in any way relating to terrorist acts and acts of war.

Franchise Agreement
15. Default and Termination
a) Automatic Termination. This Agreement shall automatically terminate without notice or an

opportunity to cure upon the occurrence of any of the following:
i. Voluntary Bankruptcy. If AAO or any Guarantor makes an assignment for the benefit of
creditors, files a voluntary petition in bankruptcy, is adjudicated bankrupt or insolvent, files or
acquiesces in the filing of a petition seeking reorganization or arrangement under any federal
or state bankruptcy or insolvency law, or consents to or acquiesces in the appointment of a
trustee or receiver for AAO or the Brightway Location.
ii. Involuntary Bankruptcy. If proceedings are commenced to have AAO or any Guarantor
adjudicated bankrupt or to seek AAO’s reorganization under any state or federal bankruptcy or
insolvency law, and such proceedings are not dismissed within sixty (60) days, or a trustee or
receiver is appointed for AAO or the Brightway Location without AAO’s consent, and the
appointment is not vacated within sixty (60) days.
iii. Unauthorized Transfer. If AAO purports to sell, transfer or otherwise dispose of the franchise
or any interest in AAO or the Brightway Location in violation of Section 13 hereof.
b) With Notice and Without Opportunity to Cure. Brightway has the right to terminate this Agreement
upon notice without providing AAO an opportunity to cure upon the occurrence of any of the
following:
i. Criminal Acts. If AAO’s owners, officers, directors, employees, Staff or independent
contractors are convicted of or plead guilty or no contest to a felony, or take part in any
criminal misconduct relevant to the operation of AAO’s Brightway Location.
ii. Fraud. If AAO’s owners, officers, directors, employees, Staff or independent contractors
commit any fraud, whether or not directly related to the operation of the Brightway Location.
iii. Misrepresentation. If AAO’s owners, officers, directors, employees, Staff or independent
contractors make any misrepresentation or omission in connection with AAO’s franchise
application, including but not limited to any financial misrepresentation.
iv. Failure to Complete Training. If AAO’s owners, officers, directors, employees, Staff or
independent contractors do not successfully complete training as described in Section 5(a)(iii).
v. Repeated Breaches. If Brightway sends AAO two (2) or more written notices to cure pursuant
to Sections 15(c) or 15(d) hereof in any twelve (12)-month period, whether or not the defaults
are similar and whether or not they are cured.
vi. Breach of Other Agreements. If AAO or AAO’s affiliates, owners, officers, directors,
employees, Staff or independent contractors materially breach any other agreement with
Brightway or any of Brightway’s Affiliates, or threaten any material breach of any such
agreement, or the lease for the Brightway Location, and fail to cure such breach within any
permitted period for cure.
vii. Misuse of the Licensed Marks or Confidential Information. If AAO’s owners, officers,
directors, employees, Staff or independent contractors violate any provision hereof pertaining
to Licensed Marks or Confidential Information or misuse the Licensed Marks or Confidential
Information, including but not limited to any action that brings disrepute or damages the
goodwill of the Licensed Marks.
viii. Violation of Health or Safety Law. If AAO’s owners, officers, directors, employees, Staff or
independent contractors violate any health, safety or sanitation law, ordinance or regulation,
or operate the Brightway Location in a manner that presents a health or safety hazard to any
customers or the general public.
ix. Violation of In-term Restrictive Covenant. If any Covenantor violates any of the in-term
restrictive covenants set forth in Section 12 of this Agreement.
Franchise Agreement
x. Liens. If a levy of writ of attachment or execution or any other lien is placed against AAO or
any of AAO’s assets, which is not released or bonded against within thirty (30) days.
xi. Insolvency. If AAO or Controlling Interest becomes insolvent.
xii. Abandonment. If AAO, AAO’s owners or Designated Agency Principal voluntarily or otherwise
abandons the Brightway Location. The term “abandon” includes any conduct which indicates
a desire or intent to discontinue the operation of the Brightway Location at the Premises on a
full-time basis in accordance with the terms of this Agreement, and shall apply in any event
AAO fails to operate the Brightway Location as a System Location for a period of two (2) or
more consecutive days without Brightway’s prior written approval.
xiii. Unauthorized Products or Services. If AAO’s owners, officers, directors, employees, Staff or
independent contractors offer any unauthorized and unapproved products or services at or
from the Brightway Location or representing the Brightway Location at any other location.
xiv. Unauthorized Contracted Company Appointment. If AAO’s owners, officers, directors,
employees, Staff or independent contractors sell or attempt to sell a Policy on behalf of an
insurance carrier that is not an approved Contracted Company, or if AAO’s owners, officers,
directors, employees, Staff or independent contractors secure or attempt to secure an
appointment with an insurance carrier that is not an approved Contracted Company.
xv. Failure to Maintain Insurance. If AAO fails to maintain the required insurance or to repay
Brightway for insurance paid for by it, or otherwise fails to adhere to the requirements of
Section 18.
xvi. Violation of Insurance Law or Government Actions. If AAO’s owners, officers, directors,
employees, Staff or independent contractors violate any laws or regulations related to the
insurance industry, or if there is any governmental or other regulatory action taken against
AAO resulting from AAO’s operation of the Brightway Location in a manner that is not
authorized by Brightway.
xvii. Misuse of Assets or Information. If AAO’s owners, officers, directors, employees, Staff or
independent contractors use the assets of the Brightway Location or the assets of customers
of the Brightway Location or Brightway for personal use, including any misuse of a customer’s
identifying information.
xviii. Anti-Terrorist Activities. If AAO fails to comply with the provisions of Section 14(g) of this
Agreement.
xix. Unauthorized Relocation. If AAO relocates the Brightway Location without Brightway’s prior
written approval and consent.
xx. Contracted Companies. If AAO’s owners, officers, directors, employees, Staff or independent
contractors cause Brightway to lose its contract with any of the Contracted Companies, or
otherwise materially harms Brightway’s relationship with any of the Contracted Companies.
xxi. Failure to Submit Financial Reports. If AAO fails to submit timely and accurate financial
reports using Brightway’s designated chart of accounts for any reporting period.
xxii. Other Conduct Reflecting Adversely on System. If AAO’s owners, officers, directors,
employees, Staff or independent contractors conduct themselves in a manner that, although
not criminal, reflects adversely on the Brightway System, the Licensed Marks, or the products
and services offered through the System.
xxiii. Failure to Open. If AAO fails to commence operations of the Brightway Location within the
time prescribed in Section 6(a)(xi) of this Agreement, or fails to open from an approved
Professional Space or Retail Space within ninety (90) days of commencing operations of the
Brightway Location.
xxiv. Proprietary Software. If AAO misuses or makes unauthorized use of any proprietary software
Brightway developed for use within the Brightway System.
Franchise Agreement
c) Upon 15 Days’ Notice to Cure. Brightway has the right to terminate this Agreement if Brightway
provides AAO with Notice of any of the following defaults, and such default remains uncured for a
period of fifteen (15) days following receipt of such Notice:
i. Nonpayment. If AAO’s owners, officers, directors, employees, Staff or independent
contractors fail to pay, as and when due, any sums owed to Brightway, any of Brightway’s
Affiliates, or any of Brightway’s suppliers or vendors.
ii. Endorsement of Checks. If AAO’s owners, officers, directors, employees, Staff or independent
contractors fail to immediately endorse and deliver to Brightway any payments due to
Brightway from any third party that is erroneously made to AAO, or fail to deposit customer
payments in the designated bank account within the timeframe designated in the Confidential
Operating Manual.
iii. Interruption of Service. If AAO fails to maintain the prescribed months, days or hours of
operation at the Brightway Location, as described in the Confidential Operating Manual.
iv. Failure to Personally Supervise Business Operations or Employ Adequate Personnel. If AAO
or Designated Agency Principal fail to, at all times, personally supervise day-to-day operation
of the Brightway Location, or if AAO fails to, at all times, employ a sufficient number of
qualified, competent personnel as Brightway requires. If such staffing requirements change, it
is AAO’s responsibility to comply with the then-current requirements.
v. Quality Control. If AAO’s owners, officers, directors, employees, Staff or independent
contractors fail to maintain the strict quality controls reasonably required by this Agreement
or the Confidential Operating Manual.
vi. Licenses and Permits. If AAO fails to procure or maintain any licenses, certifications, or
permits necessary for the operation of the Brightway Location.
vii. Using Unauthorized Vendors. If AAO’s owners, officers, directors, employees, Staff or
independent contractors order or purchase supplies, signs, furnishings, fixtures, telephones,
computer hardware or software, marketing materials or any other equipment or materials
used in connection with the Brightway Location from any unapproved supplier, vendor or
company.
d) Upon 30 Days’ Notice to Cure. Brightway has the right to terminate this Agreement if Brightway
provides AAO with Notice that AAO or AAO’s owners, officers, directors, employees, Staff or
independent contractors have failed to perform or comply with any one or more of the other terms or
conditions of this Agreement, the Confidential Operating Manual, or any ancillary agreements
between AAO and Brightway or Brightway’s Affiliates, and such default remains uncured for a period
of thirty (30) days following receipt of such Notice.
e) Step-In Rights. In addition to Brightway’s right to terminate this Agreement, and not in lieu of such
right, or any other rights Brightway may have against AAO, upon a failure to cure any default within
the applicable time period (if any), Brightway has the right, but not the obligation, to enter the
Brightway Location Premises and exercise complete authority with respect to the operation of the
Brightway Location until such time that Brightway determines, at its sole discretion, that the default
has been cured and AAO is otherwise in compliance with this Agreement. In the event Brightway
exercises the rights described in this Section, AAO must reimburse Brightway for all reasonable costs
and overhead, if any, incurred in connection with its operation of the Brightway Location including,
without limitation, costs of personnel for supervising and staffing the Brightway Location and their
travel and lodging accommodations. If Brightway undertakes to operate the Brightway Location
pursuant to this Section, AAO agrees to indemnify and hold Brightway (and Brightway’s
representatives and employees) harmless from and against any fines, claims, suits or proceedings
which may arise out of Brightway’s operation of the Brightway Location.

Franchise Agreement
f) Non-Waiver. Brightway’s delay in exercising or failing to exercise any right or remedy under this
Agreement or Brightway’s acceptance of any late or partial payment due hereunder shall not
constitute a waiver of any of Brightway’s rights or remedies against AAO.
g) Notice. In the event that AAO claims that Brightway has failed to meet any obligation under this
Agreement, AAO shall provide Brightway with written Notice of such claim within one (1) year of its
occurrence, specifically enumerating all alleged deficiencies and providing Brightway with an
opportunity to cure, which shall in no event be less than thirty (30) days from the date of receipt of
such Notice by Brightway from AAO. Failure to give such Notice shall constitute a waiver of any such
alleged default.
16. Post-Term Rights and Obligations
a) AAO’s Obligations. Upon termination of this Agreement, regardless of the cause, or upon expiration
and non-renewal or Transfer of this Agreement (other than a Transfer made pursuant to Section 13(f)
or a transfer of a minority interest in AAO), AAO must, at AAO’s cost and expense:
i. Cease All Operations. Cease immediately all operations under this Agreement;
ii. Pay Outstanding Debt. Pay Brightway immediately all unpaid fees and pay Brightway,
Brightway’s Affiliates, and Brightway’s suppliers and vendors, all other monies owed;
iii. Discontinue Use of Licensed Marks. Immediately discontinue the use of the Licensed Marks,
and promptly surrender all stationery, printed matter, advertising materials and other items
containing the Licensed Marks and all items which are a part of the trade dress of the
Brightway System, as Brightway directs;
iv. Discontinue Use of Proprietary Materials. Delete or destroy any locally saved copies of
Brightway property including but not limited to the Confidential Operating Manual, customer
lists, and all other proprietary materials and Confidential Information Brightway loaned to
AAO, and immediately and permanently cease use of such information and materials;
v. Discontinue and Redirect All Listings. Immediately cease using all telephone numbers and
online and offline listings used in connection with the operation of the Brightway Location and
direct the telephone company and any online or offline directory or other services to transfer
all such numbers and listings to Brightway or Brightway’s designee pursuant to the Conditional
Assignment of AAO’s Telephone Numbers, Facsimile Numbers, and Domain Names attached
hereto as Exhibit 6 or, if Brightway directs, to disconnect the numbers;
vi. Remove All Signage. AAO does hereby grant in favor of Brightway a lien upon all exterior signs
or other signage bearing any Licensed Marks which are to be displayed on the exterior of the
Premises, and, in the event of any termination, expiration and non-renewal, or Transfer of this
Agreement, AAO agrees to immediately remove such signage bearing any of the Licensed
Marks from the Premises. If AAO fails to make such alterations within five (5) days after
termination, expiration and non-renewal, or Transfer of this Agreement, AAO agrees that
Brightway or its designated agents may enter upon the Premises at any time to make such
alterations, at AAO’s sole risk and expense, without liability for trespass;
vii. Cease Identifying as Brightway. Cease to hold itself out as Brightway’s franchisee, agency
owner, or as otherwise being affiliated with Brightway in any fashion or form;
viii. Cease Using Trade Name. Take such action as shall be necessary to amend or cancel any
assumed name, business name or equivalent registration that contains any trade name or
other Licensed Mark Brightway licensed to AAO, and furnish Brightway satisfactory evidence of
AAO’s compliance with this obligation within thirty (30) calendar days after the termination,
expiration and non-renewal, or Transfer of this Agreement;

Franchise Agreement
ix. Allow Brightway to Perform Final Inspection of Books. Permit Brightway to make final
inspection of AAO’s financial records, books, and other accounting records at any time within
twenty-four (24) months of the effective date of termination, expiration and non-renewal, or
Transfer;
x. Comply with Post-Termination Covenants. Comply with the post-termination covenants set
forth in Section 12 and any other applicable Section of this Agreement, all of which shall
survive the termination, expiration and non-renewal, or Transfer of this Agreement;
xi. Cease Using Methods. Cease to use in advertising or in any other manner any methods,
procedures or techniques associated with Brightway or the Brightway System;
xii. Perform all Offboarding Duties. Execute from time to time any necessary papers, documents,
and assurances to effectuate the intent of this Section 16, and otherwise comply with
Brightway’s offboarding process;
xiii. Surrender Customer Information. Promptly turn over all lists and information AAO may have
about former, existing, or potential customers;
xiv. Forward Correspondence. Set up mail forwarding from the former Brightway Location as
directed by Brightway;
xv. Obtain E&O Tail Policy. Obtain an Errors & Omissions Tail Policy from a provider designated by
Brightway, at AAO’s expense and for a period of three (3) years following the date of
termination, expiration and non-renewal, or Transfer;
xvi. Vacate Premises. Immediately vacate the Premises upon receipt of written notice from
Brightway, or if Brightway exercises Brightway’s rights pursuant to a Collateral Assignment of
Lease; and
xvii. Execute a General Release. Execute a general release in a form satisfactory to Brightway, of
any and all claims against Brightway, its Affiliates and their officers, directors, attorneys,
shareholders, and employees, in their corporate and individual capacities.
b) Power of Attorney. AAO hereby irrevocably appoints Brightway as AAO’s attorney-in-fact to execute in
AAO’s name and on AAO’s behalf all documents necessary to discontinue AAO’s use of the Licensed
Marks and Confidential Information, or to otherwise effectuate the obligations set forth in Section
16(a) above.
c) Option to Purchase Personal Property. Upon the termination or expiration of this Agreement,
Brightway or Brightway’s designee shall also have the option, but not the obligation, to purchase any
personal property used in connection with the operation of AAO’s Brightway Location, by providing
AAO written notice of Brightway’s election within sixty (60) calendar days after such termination or
expiration and paying AAO the book value for such personal property within sixty (60) calendar days of
such notice. For purposes of this paragraph, “book value” means the amount AAO actually paid for the
personal property less depreciation (calculated by using the straight-line depreciation method on a five
(5) year depreciation schedule irrespective of the depreciation method or schedule AAO uses for
accounting purposes). Notwithstanding the foregoing, to the extent that Brightway exercises
Brightway’s right to purchase any personal property that is subject to a lease or financing agreement,
the purchase price of such personal property shall equal the amount of AAO’s remaining obligations
under the lease or financing agreement, as applicable. Brightway shall be entitled to offset the
purchase price by the amount of money owed by AAO to Brightway for any payments necessary to
acquire clear title to property or for any other amounts owed under this Agreement. If Brightway
exercises Brightway’s option to purchase, pending the closing of such purchase, Brightway has the
right to appoint a manager to maintain operation of the Brightway Location, or Brightway may require
that AAO close the Brightway Location during such period without removing any assets. AAO is
required to maintain in force all insurance policies required under this Agreement until the date of
such closing. Brightway has the unrestricted right to assign this option to purchase personal property
Franchise Agreement
of the Brightway Location. Brightway will be entitled to all customary warranties and representations
in connection with Brightway’s purchase of AAO’s property, including, without limitation,
representations and warranties as to ownership and condition of and title to the property; liens and
encumbrances on the property; validity of contracts and agreements; and liabilities affecting the
property, contingent or otherwise. Brightway may exclude from the personal property purchased
hereunder cash or its equivalent and any equipment, signs, inventory, materials and supplies that are
not reasonably necessary (in function or quality) to the operation of the Brightway Location, or that
Brightway has not approved as meeting standards for the Brightway Location.
d) Damages, Costs, and Expenses. In the event of termination for any default by AAO, AAO shall
promptly pay to Brightway all damages, costs and expenses, including reasonable attorneys’ fees,
incurred by Brightway as a result of the default, including but not limited to any costs incurred by
Brightway in curing said default on AAO’s behalf, which obligation shall give rise to and remain, until
paid in full, a lien in favor of Brightway against any and all of AAO’s personal property, furnishings,
equipment, signs, fixtures and inventory related to the operation of the Brightway Location.
17. Post-Term Extended Earnings
a) Eligibility for Post-Term Extended Earnings. In the event AAO is eligible but elects to not renew this
Agreement pursuant to Section 3(b), then AAO may be entitled to receive certain post-termination
compensation from Brightway, which compensation is referred to herein as “Post-Term Extended
Earnings.” Post-Term Extended Earnings can only be earned when AAO is eligible but elects not to
renew this Agreement, and AAO acknowledges and agrees that any right to receive Post-Term
Extended Earnings automatically becomes null and void in the event of a Transfer or gift of the
Brightway Location, or in the event Brightway terminates this Agreement for cause. In order to be
entitled to receive Post-Term Extended Earnings, AAO’s Brightway Location must have generated
greater than twenty thousand dollars ($20,000) in Brightway Sales Commissions Paid to AAO during
the twelve (12) months of operation preceding the expiration date of this Agreement.
b) Calculating Post-Term Extended Earnings. The total Post-Term Extended Earnings payable to AAO
shall be an amount equal to one hundred and fifty percent (150%) of that portion of the Brightway
Sales Commissions Paid to AAO pursuant to this Agreement on account of Renewal Business during the
twelve (12) months immediately preceding the non-renewal of this Agreement.
c) When Post-Term Extended Earnings are Paid. AAO’s Post-Term Extended Earnings shall be paid by
Brightway to AAO in twenty-four (24) monthly installments, commencing with the first month
following the effective date of expiration and non-renewal of this Agreement, and shall be payable via
electronic funds transfer to an account designated in writing by AAO.
d) Brightway to Provide Calculations. Within ten (10) days of the expiration and non-renewal of this
Agreement, Brightway shall provide AAO with written Notice of its calculations (together with such
supporting documentation as Brightway deems appropriate) of AAO’s Post-Term Extended Earnings
and the monthly payments to be made to AAO pursuant to this Section, and the first twelve (12)
payments shall be in equal amounts and shall equal fifty percent (50%) of the total Post-Term
Extended Earnings, as determined based on this initial calculation.
e) First Recalculation. One (1) year following the date of the expiration and non-renewal of this
Agreement, Brightway shall recalculate the total Post-Term Extended Earnings for the purposes of
determining the final twelve (12) payments, and Brightway shall have the right to reduce the total
Post-Term Extended Earnings payable to AAO by an amount equal to that portion of the total Post-
Term Extended Earnings attributable to commissions paid on any Policy or Client Account which does
not renew in the one (1) year following the expiration and non-renewal of this Agreement. AAO
Franchise Agreement
expressly acknowledges that Brightway will not be responsible for any Policies or Client Accounts that
fail to renew, regardless of the reason for non-renewal.
f) Second Recalculation. Furthermore, one (1) year following the date of expiration and non-renewal of
this Agreement, Brightway shall perform an additional recalculation of the Post-Term Extended
Earnings payable to AAO for the purpose of taking into account the Renewal Business for Client
Accounts generated by AAO that were considered New Business during the twelve (12) months
immediately preceding expiration and non-renewal, as well as changes in premium. The recalculated
total Post-Term Extended Earnings shall be an amount equal to one hundred and fifty percent (150%)
of the portion of the Brightway Sales Commissions that would have been paid to AAO pursuant to this
Agreement on Renewal Business for Client Accounts generated by AAO during the twelve (12) months
immediately following the expiration and non-renewal of this Agreement. The amounts payable to
AAO during installment period months thirteen (13) through twenty-four (24) shall then be revised to
reflect twelve (12) equal payments based on the recalculated total Post-Term Extended Earnings
divided by the twenty-four (24) month installment period.
i. Example: The Brightway Sales Commissions Paid to AAO on account of Renewal Business
during the 12 months immediately preceding the expiration and non-renewal of this
Agreement by AAO is $600,000. To calculate Post-Term Extended Earnings, this amount
($600,000) is multiplied by 150% to arrive at $900,000, which is then divided by 24 to
determine the amount of monthly payments for the first 12 months, which would be
$37,500. After 12 months, after performing the recalculations described in Sections 17(e)
and 17(f) above, the adjusted amount of Brightway Sales Commissions Paid to AAO on
account of Renewal Business could be $620,000 (taking into account rate increases, book
maturity and retention). That amount is then multiplied by 150% to arrive at $930,000,
which is then divided by 24 to determine the amount of monthly payments for months 13-
24, which would be $38,750.
First Calculation of Post-Term Extended Earnings
New Business Renewal Business

Commissions Paid in 12 Months $100,000 $600,000
Preceding Expiration and Non-
renewal
Post-Term Extended Earnings n/a 150%
Calculation Gross Up
Post-Term Extended Earnings $900,000
Amount of Each Installment $37,500
Payment 1 through 12
Re-calculation of Post-Term Extended Earnings
New Business Renewal Business

Commissions That Would Have n/a $620,000
Been Paid
Post-Term Extended Earnings n/a 150%
Calculation Gross Up
Post-Term Extended Earnings $930,000
Amount of Each Installment $38,750
Payment 13 through 24
Franchise Agreement
g) When Post-Term Extended Earnings Terminate. Notwithstanding the foregoing, all of AAO’s rights to
receive the Post-Term Extended Earnings shall immediately terminate, upon written Notice from
Brightway, in the event AAO fails to comply with: (i) any of the post-term obligations set forth in
Section 16 of this Agreement; (ii) any of the post-term covenants set forth in Section 12 of this
Agreement; or (iii) any of the confidentiality or non-disclosure provisions set forth in this Agreement.
18. Insurance
a) Required Insurance Policies. Subject to applicable law and eligibility requirements, AAO shall, at its
expense, no later than the date of commencement of the business contemplated by this Agreement,
procure and maintain in full force and effect throughout the term of this Agreement: (i) a standard
Business Owners Policy providing coverage for AAO’s Brightway Location, Premises and operation with
liability limits of not less than $1,000,000/$1,000,000; (ii) a Workers Compensation Policy with liability
limits of not less than $500,000/$500,000; (iii) an Employment Practices Liability Policy providing
coverage for AAO with liability limits of not less than $500,000/$500,000; and (iv) any other types of
policies that Brightway determines necessary for the operation of the Brightway Location, as
communicated in the Confidential Operating Manual or otherwise in writing. AAO agrees to carry such
insurance as may be required by the lease of the Premises or by any of AAO’s lenders or equipment
lessors. AAO shall add Brightway and its designees and assignees to all insurance contracts as
additional insureds under the insurance policies, the cost of which will be paid by AAO. The types and
amounts of insurance to be acquired and maintained by AAO may be modified as provided in the
Confidential Operating Manual or otherwise in writing by Brightway.
b) Certificates of Insurance on File with Brightway. AAO shall make timely delivery of certificates of all
required insurance to Brightway, each of which shall contain a statement by the insurer that the policy
will not be cancelled or materially altered without at least thirty (30) days’ prior written Notice to
Brightway.
c) AAO’s Liability to Brightway. The procurement and maintenance of such insurance shall not relieve
AAO of any liability to Brightway under any indemnification requirement set forth in this Agreement.
d) Brightway’s Option to Force Place. If AAO fails to comply with the minimum insurance requirements
set forth herein, Brightway has the right to obtain such insurance and keep the same in force and
effect and AAO shall pay Brightway, on demand, the premium cost thereof and administrative costs of
eighteen percent (18%) in connection with Brightway obtaining the insurance.
19. Taxes, Permits, Indebtedness, Compliance with Laws
a) AAO Responsible for Timely Payment of all Taxes Due. AAO shall promptly pay when due any and all
federal, state and local taxes, including without limitation unemployment and sales taxes, levied or
assessed with respect to any services or products furnished, used or licensed pursuant to this
Agreement, and all accounts or other indebtedness of every kind incurred by AAO in the operation of
the Brightway Location. AAO agrees to indemnify Brightway in the event that Brightway is held
responsible for these taxes.
b) Compliance with Laws, Rules and Regulations Required. AAO shall comply with all applicable federal,
state and local laws, rules and regulations. AAO shall also timely obtain any and all permits,
certificates and licenses for the full and proper conduct of the Brightway Location. AAO and
Designated Agency Principal will have sole authority and control over the day-to-day operations of the
Brightway Location and AAO’s employees. AAO agrees to be solely responsible for all employment
decisions and to comply with all state, federal, and local hiring laws applicable to the Brightway
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Location, including without limitation, those related to hiring, firing, training, wage and hour
requirements, compensation, promotion, record-keeping, supervision, and discipline of employees,
paid or unpaid, full or part-time. At no time will AAO or AAO’s employees be deemed to be employees
of Brightway.
c) AAO Responsible for All Debts and Obligations. AAO hereby expressly covenants and agrees to accept
full and sole responsibility for any and all debts and obligations incurred in the operation of its
Brightway Location.
20. Independent Contractor and Indemnification
a) Independent Contractor Relationship. It is understood and agreed that AAO is an independent

contractor and is in no way authorized to make any contract, warranty or representation or to create
any obligation on behalf of Brightway except as expressly authorized under this Agreement. Nothing
in this Agreement is intended by the parties hereto to create a fiduciary relationship between them or
to designate AAO as a legal representative, subsidiary, joint venturer, partner, employee, tenant or
servant of Brightway for any purpose whatsoever. In all dealings with third parties including, without
limitation, employees, suppliers and customers, AAO shall disclose in an appropriate manner
acceptable to Brightway that it is an independent contractor licensed by Brightway to use the Licensed
Marks and operate the Brightway Location. AAO shall be responsible for payment of its own federal
income taxes, Social Security, Medicare and such other taxes and liabilities assessed or levied against
AAO by virtue of this Agreement and the sums received by AAO pursuant to this Agreement. AAO shall
have the discretion to determine the time, place and manner of soliciting and servicing clients and
otherwise carrying out its obligations hereunder, subject to the limitations set forth herein and
Brightway’s requirement to maintain high ethical standards and quality customer service in order to
maintain the goodwill associated with the Licensed Marks. Nothing in this Agreement authorizes AAO
to make any contract, agreement, warranty, or representation on Brightway’s behalf, or to incur any
debt or other obligation in Brightway’s name; and Brightway shall in no event assume liability for, or
be deemed liable hereunder as a result of, any such action; nor shall Brightway be liable by reason of
any of AAO’s acts or omissions in the operation of the Brightway Location or for any claim or judgment
arising therefrom against AAO or Brightway. Neither this Agreement nor Brightway’s course of
conduct is intended, nor may anything in this Agreement (nor Brightway’s course of conduct) be
construed to state or imply, that Brightway is the employer of AAO or AAO’s employees and/or
independent contractors.
b) Indemnification. AAO agrees to protect, defend, indemnify, and hold Brightway and its Affiliates, and
their respective directors, officers, employees, agents, attorneys and shareholders (“Brightway
Indemnitees”) jointly and severally harmless from and against, and promptly to reimburse Brightway
Indemnitees for, all claims, actions, proceedings, damages, costs, expenses and other losses and
liabilities consequently, directly or indirectly incurred (including without limitation reasonable
attorneys’ and paralegals’ fees, court costs and costs of investigation) as a result of, arising out of, or
connected with (i) AAO’s breach of any of the covenants, representations, warranties or terms of this
Agreement; (ii) the use of the Licensed Marks or Brightway’s other proprietary materials in an
unauthorized manner; (iii) AAO’s operation of the Brightway Location; (iv) any professional or other
negligence on the part of AAO or its Affiliates, or any of their respective directors, officers, agents,
shareholders, employees, contractors, subcontractors, servants, licensees or invitees; (v) the transfer
of any interest in this Agreement or the Brightway Location in any manner not in accordance with this
Agreement; (vi) the infringement, alleged infringement, or any other violation or alleged violation by
AAO or any of AAO’s Staff of any patent, mark or copyright or other proprietary right owned or
controlled by third parties; (vii) libel, slander or any other form of defamation of Brightway, the
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Brightway System, any franchisee operating under the Brightway System, or any Brightway affinity
partner, by AAO or by any of AAO’s Staff; or (viii) any incident, death, injury or damage to any person
or property occurring in, on or about the Premises. Brightway shall have the right to defend or settle
any such claim against it in such manner as Brightway deems appropriate, at its sole discretion;
provided, however, that such an undertaking by Brightway shall, in no manner or form, diminish AAO’s
and each of AAO’s Staff’s obligations to indemnify the Brightway Indemnitees and to hold them
harmless.
c) Survivability. The provisions of this Section 20 shall continue in full force and effect subsequent to and
notwithstanding the termination, expiration, non-renewal or Transfer of this Agreement for any
reason.
21. Written Approvals, Waivers, Forms of Agreement and Amendment
a) Written Request for Brightway’s Approval. Whenever this Agreement requires, or AAO desires to
obtain, Brightway’s approval, AAO shall make a timely written request. Unless a different time period
is specified in this Agreement, Brightway shall respond with its approval or disapproval within fifteen
(15) days of receipt of such request. If Brightway has not specifically approved a request within such
fifteen (15) day period, such failure to respond shall be deemed a disapproval of any such request.
b) Non-Waiver. No failure of Brightway to exercise any power reserved to it by this Agreement and no
custom or practice of the parties at variance with the terms hereof shall constitute a waiver of
Brightway’s right to demand exact compliance with any of the terms herein. No waiver or approval by
Brightway of any particular breach or default by AAO, nor any delay, forbearance or omission by
Brightway to act or give Notice of default or to exercise any power or right arising by reason of such
default hereunder, nor acceptance by Brightway of any payments due hereunder shall be considered a
waiver or approval by Brightway of any preceding or subsequent breach or default by AAO of any
term, covenant or condition of this Agreement.
c) Agreements May Vary. No warranty or representation is made by Brightway that all franchise
agreements issued by Brightway before or after the Effective Date do or will contain terms
substantially similar to those contained in this Agreement. Further, AAO recognizes and agrees that
Brightway may, in its Reasonable Business Judgment, due to local business conditions or otherwise,
waive or modify comparable provisions of other franchise agreements heretofore or hereafter granted
to other Brightway System franchisees in a non-uniform manner.
d) Amendment. This Agreement may not be modified except by a written document signed by both
parties; provided, however, that AAO expressly acknowledges that Brightway may unilaterally modify
the Confidential Operating Manual from time to time in its sole discretion.
22. Enforcement
a) Brightway’s Access to AAO’s Brightway Location and Records. To ensure AAO’s compliance with this
Agreement, and to enable Brightway to carry out its obligations under this Agreement, AAO agrees
that Brightway and its designated agents shall be permitted full and complete access during business
hours, without notice, to inspect (and copy, if Brightway so desires) the Premises and the Brightway
Location and all records relating thereto including, but not limited to, records relating to AAO’s
prospective clients and Client Accounts, suppliers, employees, agents and independent contractors.
AAO agrees to render such assistance as may reasonably be requested by Brightway and its designated
agents, and to take such steps as may be necessary to immediately correct any deficiencies detected
during such an inspection upon the request of Brightway or its designated agents. Brightway also has
the right to require AAO to provide information that is necessary to prohibit any act or omission by
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AAO or its employees that constitutes a violation of any applicable law or regulation, or that is
necessary to comply with a complaint or investigation from any governmental or regulatory body or
from a Contracted Company.
b) Temporary or Permanent Injunctions. Brightway or its designee shall be entitled to obtain, without
bond, temporary and permanent injunctions, and orders of specific performance, in order to enforce
any restrictive covenants in this Agreement, the provisions of this Agreement relating to AAO’s use of
the Licensed Marks, or the obligations of AAO upon termination, expiration and non-renewal, or
Transfer of this Agreement, or to prohibit any act or omission by AAO or its employees that constitutes
a violation of any applicable law or regulation, that is dishonest or misleading to prospective or current
customers or Contracted Companies, that constitutes a danger to other Brightway System franchisees,
employees, customers or the public, or that may impair the goodwill associated with the Licensed
Marks. If injunctive relief is granted, AAO’s only remedy will be the court’s dissolution of the injunctive
relief. If the injunctive relief was wrongfully issued, AAO expressly waives all claims for damages AAO
incurred as a result of the wrongful issuance.
23. Notices
a) Notices in Writing, How to Deliver. Each party giving or making any notice, request, demand or other
communication (each, a “Notice”) pursuant to this Agreement shall: (i) give the Notice in writing, and
(ii) use one of the following methods of delivery, each of which for purposes of this Agreement is a
writing: (A) personal delivery, (B) registered or certified mail, return receipt requested and postage
prepaid, (C) nationally recognized overnight courier, with all fees prepaid, (D) facsimile, or (E) e-mail.
b) Notices to Brightway. Each party giving a Notice shall address the Notice to the appropriate person at
the receiving party. Notices to Brightway shall be addressed to Brightway at the address listed below:

Attention: Mark Cantin, President & CEO
E-mail: Compliance@brightway.com
c) Notices to Others. Notices to AAO shall be sent to the address(es) specified in Exhibit 2 to this
Agreement. Any party may change any address to which Notice is to be given to it by giving effective
Notice as provided herein of such change of address.
d) Effective Notice Requirements. Except as may be provided elsewhere in this Agreement, a Notice is
effective only if the party giving or making the Notice has complied with this Section 23 and if the
addressee has received the Notice. A Notice is deemed to have been received as follows:
i. If a Notice is delivered in person, or sent by registered or certified mail, or nationally
recognized overnight courier, upon receipt as indicated by the date on the signed receipt.
ii. If a Notice is sent by facsimile, upon receipt by the party giving the Notice of an
acknowledgement or transmission report generated by the machine from which the facsimile
was sent indicating that the facsimile was sent in its entirety to the addressee’s facsimile
number.
iii. If a Notice is sent by e-mail, upon receipt by the party giving the Notice of: (A) any form of
electronically-generated acknowledgement that the e-mail was received by the addressee, or
(B) any return communications from the addressee indicating that they received the e-mail.

Franchise Agreement
iv. If the addressee rejects or otherwise refuses to accept the Notice, or if the Notice cannot be
delivered because of a change in address for which no Notice was given, then upon the
rejection, refusal or inability to deliver.
24. Governing Law and Dispute Resolution
a) Agreement Governed by Florida Law. This Agreement is accepted by Brightway in the State of Florida
and shall be governed by and construed in accordance with the laws of the State of Florida, which laws
shall prevail in the event of any conflict of laws.
b) Internal Dispute Resolution. The parties hereto agree that it is in their best interest to resolve disputes
between them in an orderly fashion and in a consistent manner. Therefore, AAO must first bring any
claim or dispute between AAO and Brightway to Brightway’s President, after providing Notice as set
forth in Section 23 above. AAO must exhaust this internal dispute resolution procedure before AAO
may bring AAO’s dispute before a third party. This agreement to first attempt resolution of disputes
internally shall survive termination or expiration of this Agreement.
c) Non-Binding Mediation Following Internal Dispute Resolution. At Brightway’s option, all claims or
disputes between AAO and Brightway or its Affiliates arising out of, or in any way relating to, this
Agreement or any other agreement by and between AAO and Brightway or its Affiliates, or any of the
parties’ respective rights and obligations arising from such agreement, which are not first resolved
through the internal dispute resolution procedure set forth in Section 24(b) above, must be submitted
first to non-binding mediation, in Duval County, Florida, under the auspices of the American
Arbitration Association (“AAA”), in accordance with AAA’s Commercial Mediation Rules then in effect.
Before commencing any action against Brightway or its Affiliates with respect to any such claim or
dispute, AAO must submit a notice to Brightway, which specifies, in detail, the precise nature and
grounds of such claim or dispute. Brightway will have a period of thirty (30) days following receipt of
such notice within which to notify AAO as to whether Brightway or its Affiliates elects to exercise its
option to submit such claim or dispute to mediation. AAO may not commence any action against
Brightway or its Affiliates with respect to any such claim or dispute in any court unless Brightway fails
to exercise its option to submit such claim or dispute to mediation, or such mediation proceedings
have been terminated either: (i) as the result of a written declaration of the mediator that further
mediation efforts are not worthwhile; or (ii) as a result of a written declaration by Brightway.
Brightway’s right to mediation, as set forth herein, may be specifically enforced by Brightway. Each
party shall bear its own cost of mediation and Brightway and AAO shall share mediation costs equally.
This agreement to mediate shall survive any termination or expiration of this Agreement. The parties
shall not be required to first attempt to mediate a controversy, dispute, or claim through mediation as
set forth in this Section if such controversy, dispute, or claim concerns an allegation that a party has
violated (or threatens to violate, or poses an imminent risk of violating): (i) any federally protected
intellectual property rights related to the Licensed Marks, the Brightway System, or any Confidential
Information; or (ii) any of the restrictive covenants contained in this Agreement. The parties agree that
there will be no class action mediation.
d) Jurisdiction and Venue. AAO consents and agrees that venue shall be proper in any of the following
courts in all lawsuits relating to or arising out of this Agreement and hereby waives any defense it may
have of improper venue in any such lawsuits filed in these courts: (i) the state court of the county in
which Brightway has its principal place of business (presently, Duval County, Florida); and (ii) the
federal court nearest to Brightway’s principal place of business (presently, the United States District
Court for the Middle District of Florida). All lawsuits filed by AAO against Brightway relating to or
arising out of this Agreement shall be required to be filed exclusively in one of these courts; provided,
however, that if none of these courts has subject-matter jurisdiction over such a lawsuit, such lawsuit
Franchise Agreement
may be filed in any court having such subject matter jurisdiction if in-personam jurisdiction and venue
in such court are otherwise proper. Lawsuits filed by Brightway against AAO may be filed in any of the
courts named in this subsection or in any court in which jurisdiction and venue are proper. The parties
agree that all proceedings will be conducted on an individual, not a class-wide basis, and that any
proceeding between AAO, Guarantors, and Brightway or its affiliates or employees may not be
consolidated with any other proceeding between Brightway and any other person or entity.
e) Service of Process. In all lawsuits relating to or arising out of the Agreement, AAO consents and agrees
that it may be served with process outside the State of Florida in the same manner as service may be
made within the State of Florida by any person authorized to make service by the laws of the state,
territory, possession or country in which service is made, and AAO hereby waives any defense it may
have of insufficiency of service of process relating to such service. Such methods of service shall not be
the exclusive methods of service available in such lawsuits and shall be available in addition to any
other method of service allowed by law.
f) Timeframe in Which Action May Be Brought. AAO further agrees that no cause of action arising out of
or under this Agreement may be maintained by AAO against Brightway unless brought before the
expiration of one (1) year after the act, transaction or occurrence upon which such action is based or
the expiration of one (1) year after the AAO becomes aware of facts or circumstances reasonably
indicating that AAO may have a claim against Brightway hereunder, whichever occurs sooner, and that
any action not brought within this period shall be barred as a claim, counterclaim, defense, or set-off.
AAO hereby waives the right to obtain any remedy based on alleged fraud, misrepresentation, or
deceit by Brightway, including, without limitation, rescission of this Agreement, in any mediation,
judicial, or other adjudicatory proceeding arising hereunder, except upon a ground expressly provided
in this Agreement, or pursuant to any right granted by any applicable statute expressly regulating the
sale of franchises, or any regulation or rules promulgated thereunder.
g) Notice of Violation or Breach. As a condition precedent to commencing an action for damages or for
violation or breach of this Agreement, AAO must notify Brightway within thirty (30) days after the
occurrence of the violation or breach, and failure to timely give such notice shall preclude any claim for
damages.
h) Third Party Beneficiaries. Brightway’s Affiliates, officers, directors, shareholders, agents and/or
employees are express third-party beneficiaries of the provisions of this Agreement, including the
mediation provision set forth above in Section 24(c), each having authority to specifically enforce the
right to mediate claims asserted against such person(s) by AAO.
i) Right to Certain Claims Waived. AAO hereby waives to the fullest extent permitted by law any right to
or claim for any punitive, exemplary, incidental, indirect, special or consequential damages (including,
without limitation, lost profits) against Brightway arising out of any cause whatsoever (whether such
cause be based in contract, negligence, strict liability, other tort or otherwise) and agrees that in the
event of a dispute, AAO’s recovery is limited to actual damages. If any other term of this Agreement is
found or determined to be unconscionable or unenforceable for any reason, the foregoing provisions
shall continue in full force and effect, including, without limitation, the waiver of any right to claim any
consequential damages.
j) Brightway Solely Responsible. AAO agrees that fulfillment of any and all of Brightway’s obligations
written in this Agreement or based on any oral communications which may be ruled to be binding in a
court of law shall be Brightway’s sole responsibility and none of Brightway’s agents, representatives,
employees, nor any individuals associated with Brightway’s franchise company shall be personally
liable to AAO for any reason.
k) Rights Waived to Trial by Jury. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A
TRIAL BY JURY IN RESPECT TO ANY LITIGATION ARISING OUT OF, UNDER, OR IN CONNECTION WITH
Franchise Agreement
THIS AGREEMENT AND ANY OTHER AGREEMENTS EXECUTED OR CONTEMPLATED TO BE EXECUTED IN
CONNECTION HEREWITH, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL OR WRITTEN) OR ACTION OF ANY PARTY IN
CONNECTION WITH THIS AGREEMENT.
25. Miscellaneous
a) Severability. In case any covenant, condition, term or provision contained in this Agreement shall be
held to be invalid, illegal, or unenforceable in any respect, in whole or in part, by judgment, order or
decree of any court or other judicial tribunal of competent jurisdiction, the validity of the remaining
covenants, conditions, terms and provisions contained in this Agreement, and the validity of the
remaining part of any term or provision held to be partially invalid, illegal or unenforceable, shall in no
way be affected, prejudiced, or disturbed thereby. AAO understands and acknowledges that
Brightway shall have the right, at its sole discretion, on a temporary or permanent basis, to reduce the
scope of any covenant or provision of this Agreement binding upon AAO, or any portion hereof,
without AAO’s consent, effective immediately upon receipt by AAO of written Notice thereof, and AAO
agrees that it will comply forthwith with any covenant as so modified, which shall be fully enforceable.
b) Agreement May Be Executed in Two or More Counterparts; Electronic Signatures Permitted. To
facilitate the execution of this Agreement by geographically separated parties, it may be executed in
two (2) or more counterparts, all of which shall constitute one and the same instrument. The
execution by one party of any counterpart shall be sufficient execution by that party whether or not
the same counterpart has been executed by any other party. This Agreement shall become effective
when each party has signed at least one counterpart. An electronically-signed copy of this Agreement
delivered by email or other means of electronic transmission shall be deemed to have the same legal
effect as delivery of an original signed copy of this Agreement.
c) Headings and Captions for Reference Only. The headings and captions contained herein are for the
purposes of convenience and reference only and are not to be construed as a part of this Agreement.
The parties agree that each section of this Agreement shall be construed independently of any other
section or provision of this Agreement.
d) Provisions Survive Agreement. All provisions of this Agreement which, by their nature, must survive
the termination or expiration of this Agreement in order to give effect thereto, are hereby deemed to
survive the termination or expiration of this Agreement for any reason.
e) Parties Agree to Sign Additional Documents When Necessary. Each of the parties hereto agrees that
they shall sign such additional and supplemental documents as may be necessary pursuant to the
terms of this Agreement when requested to do so by any party to this Agreement.
f) AAO Understands Agreement. AAO represents and warrants to Brightway that it: (i) understands fully
the terms of this Agreement (including all of its Exhibits) and the consequences of the execution and
delivery of this Agreement; (ii) has been afforded an opportunity to have this Agreement reviewed by,
and to discuss this Agreement and any other document executed in connection herewith with such
attorneys and other persons as AAO may wish; and (iii) has entered into this Agreement and executed
and delivered all documents in connection herewith of its own free will and accord and without threat,
duress or other coercion of any kind by any person or entity. The parties hereto acknowledge and
agree that neither this Agreement nor the other documents executed pursuant hereto shall be
construed more favorably in favor of one than the other based upon which party drafted the same.
g) Terms are Binding. The terms and conditions of this Agreement shall be binding upon the assigns,
creditors, transferees or successors in interest of the parties to this Agreement, whether by operation
of law or otherwise.

Franchise Agreement
h) Time is of the Essence. Time is of the essence of this Agreement and each covenant and condition
contained herein.
i) Exhibits and Schedules are Incorporated. The terms of all Exhibits and any schedules to this
Agreement are hereby incorporated into this Agreement by this reference.
j) Payment of Attorneys’ Fees. In the event any litigation or controversy arises out of or in connection
with this Agreement between the parties hereto, the prevailing party shall be entitled to recover from
the other party or parties all reasonable attorneys’ and paralegals’ fees, expenses and suit costs,
including those associated with any appellate or post-judgment collection proceedings.
k) Force Majeure. Neither party shall be liable for failure to perform any of its obligations under this
Agreement during any period in which such party cannot perform due to fire, flood, or other natural
disaster or act of God, war or other national emergency, terrorism, embargo, riot, strike, the
intervention of any governmental authority, communications line failures, power failures or other
causes beyond the reasonable control of the parties (but specifically excluding therefrom general
economic conditions or the economy in general as a cause); provided, however: (i) such delay or
failure could not have been prevented by reasonable precautions by that party; and (ii) that the party
so delayed must promptly notify the other party of such delay and undertake all efforts that are
reasonable under the circumstances to resume performance of its obligations hereunder as soon as
feasible.
l) Brightway Entitled to Setoff. Brightway shall be entitled to set off against any amounts it owes to
AAO, any amounts AAO owes to Brightway or to any Brightway Affiliate (whether pursuant to this
Agreement, or any other agreement with Brightway or any Brightway Affiliate), consistent with
applicable law.
m) This Agreement May have Special Stipulations. Attached hereto as Exhibit 3 is a listing of all “Special
Stipulations” and other agreements between the parties which, to the extent they are in conflict with
any other provisions of this Agreement, shall control.
n) Brightway May Make Changes to the Brightway System. Brightway may from time to time add to,
amend, modify, delete or enhance any portion of the Brightway System (including any of the Licensed
Marks) as may be necessary in Brightway’s Reasonable Business Judgment (defined in Section 25(o)
below) to change, maintain or enhance the reputation, efficiency, competitiveness and/or quality of
the Brightway System, or to adapt it to new conditions or technology, or to better serve the public.
AAO, at its expense, will promptly and fully comply with all such additions or modifications reasonably
designated as applicable to then-existing System Locations similarly situated.
o) Reasonable Business Judgment Definition. Brightway agrees to use Reasonable Business Judgment in
the exercise of its rights, obligations and discretion under this Agreement, except where otherwise
indicated in this Agreement. “Reasonable Business Judgment” shall mean that Brightway’s
determination shall prevail even in cases where other alternatives are also reasonable so long as
Brightway is intending to benefit or is acting in a way that could benefit the Brightway System by
enhancing the value of the Licensed Marks, promoting Brightway System uniformity, increasing
customer satisfaction, maintaining positive relationships with Contracted Companies or other
suppliers, or minimizing possible brand or location confusion. Brightway shall not be required to
consider AAO’s particular economic or other circumstances when exercising its Reasonable Business
Judgment. At no time is AAO or any third party (including, but not limited to any third party acting as a
trier of fact) entitled to substitute AAO’s or its judgment for a judgment that has been made by or on
behalf of Brightway and that meets the definition of Reasonable Business Judgment, in recognition of
the fact that the long-term goals of a franchise system, and the long-term interests of both Brightway
and all Brightway System franchisees, taken together, require that Brightway have the latitude to
exercise Reasonable Business Judgment.

Franchise Agreement
p) Terms May be Plural, Singular, Male, Female or Gender Neutral. Reference to terms defined herein
shall include the plural or singular forms of such terms and the male, female, or neutral gender
thereof, as appropriate.
q) Terms that Refer to the Entire Agreement. The use of the words “herein,” “thereof,” “hereof,”
“hereinafter,” “hereinabove” and other words of similar import shall be deemed to refer to this
Agreement as a whole and not to a specific section, subsection or paragraph thereof.
r) Brightway May Be Assisted by Others in Fulfilling this Agreement. In rendering the services it is to
provide to AAO hereunder, Brightway shall have the right, at its sole discretion, to be assisted by third
parties, and, accordingly, some or all of the services which Brightway undertakes to provide under this
Agreement may be delegated to or provided by such third parties.
26. Acknowledgements
AAO hereby expressly acknowledges the following:
a) AAO HAS CONDUCTED AN INDEPENDENT INVESTIGATION OF THE BUSINESS CONTEMPLATED BY THIS

AGREEMENT AND UNDERSTANDS AND ACKNOWLEDGES THAT THE BUSINESS CONTEMPLATED BY THIS
AGREEMENT INVOLVES BUSINESS RISKS, MAKING THE SUCCESS OF THE VENTURE LARGELY
DEPENDENT UPON THE BUSINESS ABILITIES AND PARTICIPATION OF AAO AND ITS EFFORTS AS AN
INDEPENDENT BUSINESS OPERATOR. AAO AGREES THAT NO CLAIMS OF SUCCESS OR FAILURE HAVE
BEEN MADE TO IT PRIOR TO SIGNING THIS AGREEMENT AND THAT IT UNDERTAKES ALL THE TERMS
AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT CONTAINS ALL ORAL AND WRITTEN
AGREEMENTS, REPRESENTATIONS AND ARRANGEMENTS BETWEEN THE PARTIES HERETO. ANY RIGHTS
THAT THE RESPECTIVE PARTIES HERETO MAY HAVE HAD UNDER ANY OTHER PREVIOUS CONTRACTS
RELATING TO THE SUBJECT MATTER HEREOF ARE HEREBY CANCELLED AND TERMINATED, AND NO
REPRESENTATIONS OR WARRANTIES ARE MADE OR IMPLIED, EXCEPT AS SPECIFICALLY SET FORTH
HEREIN. THIS AGREEMENT CANNOT BE CHANGED, AMENDED OR MODIFIED EXCEPT IN WRITING
SIGNED BY ALL PARTIES. BRIGHTWAY EXPRESSLY DISCLAIMS THE MAKING OF, AND AAO
ACKNOWLEDGES, THAT IT HAS NOT RECEIVED OR RELIED UPON ANY WARRANTY OR GUARANTEE,
EXPRESS OR IMPLIED, AS TO THE POTENTIAL VOLUME, PROFITS OR SUCCESS OF THE BUSINESS
VENTURE CONTEMPLATED BY THIS AGREEMENT.
___________
AAO Initial
b) AAO HAS NO KNOWLEDGE OF ANY REPRESENTATIONS BY BRIGHTWAY OR ITS OFFICERS, DIRECTORS,

SHAREHOLDERS, EMPLOYEES, AGENTS OR SERVANTS ABOUT THE BUSINESS CONTEMPLATED BY THIS
AGREEMENT THAT ARE CONTRARY TO THE TERMS OF THIS AGREEMENT OR THE DOCUMENTS
INCORPORATED HEREIN. AAO REPRESENTS, AS AN INDUCEMENT TO BRIGHTWAY’S ENTRY INTO THIS
AGREEMENT, THAT IT HAS MADE NO MISREPRESENTATIONS IN OBTAINING THIS AGREEMENT.
____________
AAO Initial

Franchise Agreement
c) AAO ACKNOWLEDGES THAT BRIGHTWAY’S APPROVAL OR ACCEPTANCE OF AAO’S PREMISES DOES NOT
CONSTITUTE RECOMMENDATION OR ENDORSEMENT OF THE LOCATION OF THE BRIGHTWAY STORE,
NOR ANY ASSURANCE BY BRIGHTWAY THAT THE OPERATION OF A BRIGHTWAY STORE AT THE
PREMISES WILL BE SUCCESSFUL OR PROFITABLE.
____________
AAO Initial
d) AAO ACKNOWLEDGES THAT BRIGHTWAY OR ITS AGENT HAS PROVIDED AAO WITH A FRANCHISE
DISCLOSURE DOCUMENT NOT LATER THAN FOURTEEN (14) CALENDAR DAYS BEFORE THE EXECUTION
OF THIS AGREEMENT OR THE PAYMENT OF ANY CONSIDERATION. AAO FURTHER ACKNOWLEDGES
THAT AAO HAS READ SUCH FRANCHISE DISCLOSURE DOCUMENT AND UNDERSTANDS ITS CONTENTS.
AAO ALSO ACKNOWLEDGES RECEIPT OF THIS AGREEMENT, WITH ALL BLANKS COMPLETED AND WITH
ANY AMENDMENTS AND EXHIBITS, AT LEAST SEVEN (7) CALENDAR DAYS PRIOR TO EXECUTION OF THIS
AGREEMENT.
____________
AAO Initial
e) AAO ACKNOWLEDGES THAT IT HAS HAD AMPLE OPPORTUNITY TO CONSULT WITH ITS OWN
ATTORNEYS, ACCOUNTANTS AND OTHER ADVISORS AND THAT THE ATTORNEYS FOR BRIGHTWAY
HAVE NOT ADVISED OR REPRESENTED AAO WITH RESPECT TO THIS AGREEMENT OR THE
RELATIONSHIP THEREBY CREATED.
____________
AAO Initial
f) AAO, TOGETHER WITH ITS ADVISERS, HAS SUFFICIENT KNOWLEDGE AND EXPERIENCE IN FINANCIAL
AND BUSINESS MATTERS TO MAKE AN INFORMED INVESTMENT DECISION WITH RESPECT TO THE
FRANCHISE DESCRIBED IN THIS AGREEMENT.
____________
AAO Initial
g) AAO IS AWARE OF THE FACT THAT OTHER PRESENT OR FUTURE FRANCHISE OWNERS OF BRIGHTWAY
MAY OPERATE UNDER DIFFERENT FORMS OF AGREEMENT, AND CONSEQUENTLY THAT BRIGHTWAY’S
OBLIGATIONS AND RIGHTS WITH RESPECT TO ITS VARIOUS FRANCHISE OWNERS MAY DIFFER
MATERIALLY IN CERTAIN CIRCUMSTANCES.
____________
AAO Initial

Franchise Agreement
h) AAO ACKNOWLEDGES THAT THIS AGREEMENT (TOGETHER WITH ALL OF ITS EXHIBITS) CONSTITUTES
THE ENTIRE AGREEMENT OF THE PARTIES. THIS AGREEMENT TERMINATES AND SUPERSEDES ANY
PRIOR AGREEMENT BETWEEN THE PARTIES (WHETHER ORAL OR WRITTEN) CONCERNING THE SAME
SUBJECT MATTER. NOTHING IN THIS OR IN ANY RELATED AGREEMENT, HOWEVER, IS INTENDED TO
DISCLAIM THE REPRESENTATIONS BRIGHTWAY MADE IN THE FRANCHISE DISCLOSURE DOCUMENT
THAT BRIGHTWAY FURNISHED TO AAO.
____________
AAO Initial
Signatures appear on the following page.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have duly executed and delivered
this Agreement the date and year first written above.
BRIGHTWAY:
BRIGHTWAY INSURANCE, LLC,

By: _________________________________
Mark Cantin, President & CEO
AAO:
_____________________________,
a ___________________
By: __________________________________

Franchise Agreement
Exhibit 1: Guaranty of AAO’s Undertakings
Guaranty of AAO’s Undertakings
In consideration of, and as an inducement to, the execution of the Brightway Insurance, LLC Franchise
Agreement (“Franchise Agreement”) dated as of _____________, by and between Brightway Insurance, LLC
(“Brightway”) and ___________________ (“AAO”), each of the undersigned hereby guarantees unto
Brightway that AAO will perform during the term of the Franchise Agreement each and every obligation,
covenant, payment, agreement and undertaking on the part of AAO contained and set forth in this Guaranty or
the Franchise Agreement, and that AAO’s representations and warranties in the Franchise Agreement are true
and correct.
Brightway, its successors and assigns, may from time to time, without notice to the undersigned: (i) resort to
the undersigned for payment of any of the liabilities of AAO owed to Brightway or other amounts owed under
the Franchise Agreement (the “Liabilities”), whether or not it or its successors have resorted to any property
securing any of the Liabilities or proceeded against any other of the undersigned or any party or parties
primarily or secondarily liable on any of the Liabilities; (ii) release or compromise any Liability of any of the
undersigned hereunder or any Liability of any party or parties primarily or secondarily liable on any of the
Liabilities; and (iii) extend, renew or credit any of the Liabilities for any period (whether or not longer than the
original period), or alter, amend or exchange any of the Liabilities.
While each of the undersigned is bound by all of AAO’s obligations set forth in the Franchise Agreement, each
of the undersigned specifically agrees to individually comply with and abide by the provisions contained in
Sections 10 and 12 of the Franchise Agreement related to confidential information, restrictive covenants and
non-solicitation, as well as the provisions in the Franchise Agreement relating to transfers and to Brightway’s
trade names, trademarks, service marks and/or indicia of origin, to the same extent as and for the same period
of time as AAO is required to comply with and abide by such covenants and provisions. These obligations of
the undersigned shall survive any termination, transfer, expiration or non-renewal of the Franchise Agreement
or this Guaranty.
Each of the undersigned further waives presentment, demand, notice of dishonor, protest, nonpayment and
all other notices whatsoever, including without limitation notice of acceptance hereof, notice of all contracts
and commitments, notice of the existence or creation of any liabilities under the foregoing Franchise
Agreement and of the amount and terms thereof and notice of all defaults, disputes or controversies between
AAO and Brightway resulting from such Franchise Agreement or otherwise, and the settlement, compromise or
adjustment thereof.
This Guaranty shall be deemed to have been made in and is governed by the laws of the State of Florida and
shall be governed by and construed in accordance with the laws thereof, which laws shall prevail in the event
of any conflict of laws.
Each of the undersigned further agrees that any disputes arising under this Guaranty will be governed by each
of the dispute resolution provisions set forth in Section 24 of the Franchise Agreement.
In the event any litigation or controversy arises out of or in connection with this Guaranty between the parties
hereto, the prevailing party shall be entitled to recover from the other party or parties all reasonable
attorneys’ and paralegals’ fees, expenses and suit costs, including those associated with any appellate or post-
judgment collection proceedings.
If more than one person has executed this Guaranty, the term “the undersigned,” as used herein shall refer to
each such person, and the liability of each of the undersigned hereunder shall be joint and several and
primary.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have duly executed and
delivered this Guaranty the date and year first written above.
GUARANTORS:
____________________________________
____________________________________
SPOUSES:
____________________________________
____________________________________
Exhibit 2: Data Sheet and Acknowledgements
Data Sheet and Acknowledgements
RE: FRANCHISE AGREEMENT BETWEEN BRIGHTWAY INSURANCE, LLC (“BRIGHTWAY”) and
___________________ (“AAO”) DATED _____________ (THE “FRANCHISE AGREEMENT”)
DATA SHEET
Type of Brightway Location. The Franchise Agreement shall govern the operation of a:
 Office Agency – No Enhanced Commission Fee Paid
Initial Franchise Fee: Ten Thousand Dollars ($10,000)

Brightway Sales Commission – New Business: Subject to Section 8 of the Franchise Agreement, Brightway
shall pay AAO sixty percent (60%) of all Brightway Sales Commissions received on New Business from Client
Accounts generated by AAO, and Brightway shall be entitled to retain the remaining forty percent (40%).
Brightway Sales Commissions – Renewal Business: Subject to Section 8 of the Franchise Agreement,
Brightway shall pay AAO fifty percent (50%) of all Brightway Sales Commissions received on all Renewal
Business from Client Accounts generated by AAO, and Brightway shall be entitled to retain the remaining fifty
percent (50%).
 Office Agency – Enhanced Commission Fee Paid or Financed
Initial Franchise Fee (including Commission Enhancement Fee): Thirty Thousand Dollars ($30,000) if paid in
lump sum, or Thirty-Eight Thousand Eight Hundred Dollars ($38,800) if a portion is financed by Brightway. See
Franchise Disclosure Document for financing terms.
shall pay AAO eighty percent (80%) of all Brightway Sales Commissions received on New Business from Client
Accounts generated by AAO, and Brightway shall be entitled to retain the remaining twenty percent (20%).
Brightway shall pay AAO fifty percent (50%) of all Brightway Sales Commissions received on all Renewal
Business from Client Accounts generated by AAO, and Brightway shall be entitled to retain the remaining fifty
percent (50%).
 Retail Agency (Florida)
Initial Franchise Fee: Sixty Thousand Dollars ($60,000) if paid in lump sum, or Seventy-Three Thousand Two
Hundred Dollars ($73,200) if a portion is financed by Brightway. See Franchise Disclosure Document for
financing terms.
shall pay AAO eighty five percent (85%) of all Brightway Sales Commissions received on New Business from
Client Accounts generated by AAO, and Brightway shall be entitled to retain the remaining fifteen percent
(15%).
Brightway shall pay AAO fifty five percent (55%) of all Brightway Sales Commissions received on all Renewal
Business from Client Accounts generated by AAO, and Brightway shall be entitled to retain the remaining forty
five percent (45%).
 Retail Agency (Outside of Florida)
Initial Franchise Fee: Fifty Thousand Dollars ($50,000) if paid in lump sum, or Sixty-Three Thousand Two
Hundred Dollars ($63,200) if a portion is financed by Brightway. See Franchise Disclosure Document for
financing terms.
shall pay AAO eighty five percent (85%) of all Brightway Sales Commissions received on New Business from
Client Accounts generated by AAO, and Brightway shall be entitled to retain the remaining fifteen percent
(15%).
Brightway shall pay AAO fifty five percent (55%) of all Brightway Sales Commissions received on all Renewal
Business from Client Accounts generated by AAO, and Brightway shall be entitled to retain the remaining forty
five percent (45%).
If a Commission Enhancement Fee or Retail Agency Conversion Fee is paid after executing the Franchise
Agreement and Brightway confirms receipt of the Fee and approves the Commission Enhancement or
Conversion in writing, this Data Sheet shall be automatically amended to reflect the enhanced commission
structure or model conversion, as applicable.
AAO ACKNOWLEDGEMENTS
1. Form of Legal Entity/Ownership. AAO hereby acknowledges that AAO is a(n) (check one):
 individual  corporation
 partnership  limited liability company
 trust  other business form ___________(describe)
If AAO is not an individual, AAO hereby warrants and represents that the following persons own, either legally
or beneficially, all of the equity interests in AAO, and each such person shall execute the Guaranty attached as
Exhibit 1 to the Franchise Agreement and be considered a Guarantor under the Franchise Agreement:
Name, Address, Telephone Number, and Email Percentage of Interest Owned
In the event the Brightway Location governed hereby is a Retail Agency, AAO represents and warrants that the
spouse of any person listed above shall execute the Guaranty attached as Exhibit 1. If the Brightway Location is
an Office Agency, AAO represents and warrants that any such spouse shall execute either (a) the Guaranty or
(b) Brightway’s prescribed form of spousal non-competition and non-solicitation agreement.
2. Designation of Primary Contact. The following person shall be deemed the AAO’s “Primary Contact”
under the terms of the Franchise Agreement (this person has the authority to make all business decisions on
behalf of AAO and may or may not have an ownership stake in AAO):
__________________________
3. Designation of Controlling Interest. The following person has a majority equity interest in AAO and
will be deemed the AAO’s Controlling Interest under the terms of the Franchise Agreement:
_________________________
4. Designation of Designated Agency Principal (DAP). AAO hereby designates the following person as its
Designated Agency Principal under the terms of the Franchise Agreement:
____________________________
In the event the Designated Agency Principal has not been identified and approved by Brightway as of the
effective date of the Franchise Agreement, this Section shall be left blank and, once the Designated Agency
Principal has been so identified and approved by Brightway in writing, AAO and Designated Agency Principal
shall enter into Brightway’s prescribed form of addendum.
5. Location of Premises (Final Retail or Office Space). The physical location of the Premises shall be:
____________________________
In the event the final Premises has not been identified and approved by Brightway as of the effective date of
the Franchise Agreement, this Section shall be left blank and the parties will enter into the Site Selection
Addendum attached as Exhibit 4 to the Franchise Agreement, the terms of which shall govern the parties’ site
selection obligations. The Premises must be approved by Brightway in writing, in accordance with the terms set
forth in the Franchise Agreement and the Site Selection Addendum.
6. Notices Information. For purposes of Section 23 of the Franchise Agreement, the following shall be
the contact information for providing Notices to AAO (provide street addresses only, no P.O. Boxes):
____________________________
____________________________
____________________________
If the address listed above is different from the address of the Premises, whether or not the location of the
Premises has been identified in Section 6 above, AAO hereby agrees that Brightway may also provide Notice to
AAO at the Premises, in addition to the address listed above. AAO may change the address(es) to which Notice
is to be given to the foregoing by giving written Notice of such change to Brightway as provided in Section 23
of the Franchise Agreement. AAO hereby acknowledges that Brightway is relying on these representations as a
material basis for entering into the Franchise Agreement, and that the information set forth above is true and
correct.
BRIGHTWAY: AAO:
By: _________________________________ By: _________________________________

Exhibit 3: Special Stipulations

Franchise Agreement
1
Special Stipulations
RE: FRANCHISE AGREEMENT BY AND BETWEEN BRIGHTWAY INSURANCE, LLC (“BRIGHTWAY”) AND
_________________ (“AAO”), DATED ____________ (THE “FRANCHISE AGREEMENT”).
Terms defined in the Franchise Agreement and not defined in these Special Stipulations have the meaning set
forth in the Franchise Agreement.
The parties acknowledge that a material term of these Special Stipulations and the consideration therefore is
that the terms of these Special Stipulations shall be held in the strictest confidence. The parties shall maintain
the strict confidentiality of the terms of these Special Stipulations except on a need-to-know basis to their
attorneys or as directed by a court of law with jurisdiction over the subject matter of these Special
Stipulations.
To the extent of any conflict between the following and the provisions of the Franchise Agreement referenced
above, the following Special Stipulations shall control:
BRIGHTWAY:
By: _________________________________
AAO:
By: _________________________________

Franchise Agreement
2
Exhibit 4: Site Selection Addendum

Franchise Agreement
3
Site Selection Addendum
Brightway Insurance, LLC (“Brightway”) and ______________________ (“AAO”), have entered into a franchise
agreement (the “Franchise Agreement”) dated ________________ and desire to supplement its terms
regarding the parties’ site selection obligations thereunder, as set forth below. The parties therefore agree as
follows:
1. Within six (6) months after the effective date of the Franchise Agreement, AAO must obtain a site, at
AAO’s expense, and thereafter open the business franchised under the Franchise Agreement at such site (the
“Brightway Location”), which Brightway will approve as hereinafter provided.
(a) If AAO purchased the right to operate a Retail Agency, AAO must operate the Retail Agency
from a retail office space (“Retail Space”). Brightway shall, in its sole discretion, determine and notify AAO
whether a proposed location meets Brightway’s then-current minimum requirements for a Retail Space.
(b) If AAO purchased the right to operate an Office Agency, AAO must operate the Office Agency
from a professional office space (“Professional Space”). Brightway shall, in its sole discretion, determine and
notify AAO whether a proposed location meets Brightway’s then-current minimum requirements for a Retail
Space.
2. Except as set forth in this Section 2, AAO’s failure to obtain any site for the Brightway Location and
open the Brightway Location within the time period required in Paragraph 1 will constitute a default under the
Franchise Agreement (as set forth therein) and this Site Selection Addendum. Time is of the essence.
3. Prior to AAO’s acquisition by lease or purchase of any Professional Space or Retail Space for the
Brightway Location, AAO must submit to Brightway, in the form Brightway specifies, a completed site review
form, such other information or materials as Brightway may reasonably require, and a letter of intent or other
evidence satisfactory to Brightway which confirms AAO’s favorable prospects for obtaining the proposed site.
Recognizing that time is of the essence, AAO must submit a proposed site, together with the information and
materials required by this Paragraph 3, to Brightway for Brightway’s approval within ninety (90) days after
execution of this Site Selection Addendum. Brightway will have twenty-one (21) days after receipt of such
information and materials from AAO to conduct an evaluation of the site to determine whether it can be
conformed to Brightway’s then-current Office Specifications. Brightway will notify AAO of its approval or
disapproval of the proposed site within the twenty-one (21) day period. Approval will be granted by Brightway
at its sole discretion. No proposed site will be deemed approved unless Brightway has expressly approved it in
writing.
4. Brightway will furnish to AAO such site selection guidelines, Office Specifications and consultation as
Brightway deems advisable as part of Brightway’s evaluation of AAO’s request for site approval.
5. If AAO will be occupying the Brightway Location’s Premises under a lease, AAO must, prior to the
execution of the lease, submit the lease to Brightway for Brightway’s written approval. Brightway’s approval
of the lease for a Retail Agency will be conditioned upon AAO’s execution of a Collateral Assignment of Lease
in the form Brightway prescribes (see Exhibit M to the Franchise Disclosure Document) and the inclusion of the
following terms and conditions:
(a) That the lessor consents to AAO’s use of such Licensed Marks and initial signage as Brightway
may prescribe for the Brightway Location;
Franchise Agreement
4
(b) That the entire Premises may only be used for the operation of the Brightway Location
pursuant to Brightway’s standards and specifications (unless AAO is operating as an “Office Agent”);
(c) That AAO be prohibited from subleasing or assigning all or any part of AAO’s occupancy rights
without Brightway’s prior written consent;
(d) That AAO provide to Brightway copies of any and all notices of default given to AAO under the
lease;
(e) That Brightway has the right to enter the Premises to make modifications necessary to protect
the Licensed Marks or the Brightway System or to cure any default under the Franchise Agreement or under
the lease; and
(f) That Brightway (or Brightway’s designee) has the option, upon default, expiration, or
termination of the Franchise Agreement or lease, and upon notice to the AAO, to assume all of AAO’s rights
under the lease terms, including the right to assign or sublease.
6. AAO must furnish Brightway with a copy of any executed lease within five (5) days after execution
thereof.
7. After Brightway has approved a site for the Brightway Location in writing and AAO has acquired the
site pursuant to the terms of the Franchise Agreement and this Site Selection Addendum, the site will
constitute the Premises referenced in the Franchise Agreement and described in Exhibit 2 to the Franchise
Agreement.
8. AAO hereby acknowledges and agrees that Brightway’s approval of a site does not constitute an
assurance, representation or warranty of any kind, express or implied, as to the suitability of the site for the
Brightway Location or for any other purpose. Brightway’s approval of the site indicates only that Brightway
believes the site complies with acceptable minimum criteria established by Brightway solely for Brightway’s
purposes as of the time of the evaluation. Both parties to this Site Selection Addendum acknowledge the
application of criteria that have been effective with respect to other sites and premises may not be predictive
of potential for all sites and that, subsequent to Brightway’s approval of a site, demographic and/or economic
factors, such as competition from other similar businesses, included in or excluded from Brightway’s criteria
could change thereby altering the potential of a site. Such factors are unpredictable and are beyond
Brightway’s control. Brightway will not be responsible for the failure of a site approved by Brightway to meet
AAO’s expectations as to revenue or operational criteria. AAO further acknowledges and agrees that AAO’s
selection of the site for its Brightway Location is based on AAO’s own independent investigation of the
suitability of the site.
9. This Site Selection Addendum constitutes an integral part of the Franchise Agreement between the
parties hereto, and terms of this Site Selection Addendum will be controlling with respect to the subject matter
hereof. Except as modified or supplemented by this Site Selection Addendum, the terms of the Franchise
Agreement are hereby ratified and confirmed.
Signatures on following page

Franchise Agreement
5
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have duly executed this Site
Selection Addendum.
BRIGHTWAY:
By: _________________________________
AAO:
By: _________________________________

Franchise Agreement
6
Exhibit 5: Spousal Confidentiality and Non-Competition Agreement

Franchise Agreement
7
CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
(for Spouse of AAO)
In consideration of my being the spouse of _____________ (“Owner”), the principal owner of

________________ (“AAO”), and other good and valuable consideration, the receipt and sufficiency of which is
acknowledged, I hereby acknowledge and agree that:
1. Pursuant to a Franchise Agreement dated _______________ (the “Franchise Agreement”),

AAO has acquired the right and franchise from Brightway Insurance, LLC (“Brightway”) to establish and
operate a Brightway insurance agency (the “Agency Business”) and the right to use in the operation of the
Agency Business Brightway’s trade names, service marks, trademarks, logos, emblems, and indicia of origin
(the “Licensed Marks”), as they may be changed, improved and further developed from time to time in
Brightway’s sole discretion, only at the following authorized and approved location once established (the
“Premises”).
2. Brightway, as the result of the expenditure of time, skill, effort and resources has developed
and owns a distinctive format and system (the “Brightway System”) relating to the establishment and
operation of Agency Business, in the business of selling, servicing and delivering property and casualty
insurance policies to clients. Brightway possesses certain proprietary and confidential information relating to
the operation of the System, which includes certain proprietary trade secrets, methods, techniques, formats,
specifications, systems, procedures, methods of business practices and management, sales and promotional
techniques and knowledge of, and experience in, the operation of the Agency Business (the “Confidential
Information”). I acknowledge that certain information regarding customers, including (i) lists of Client
Accounts, including current customer and prospective customer names and addresses; (ii) information about
credit extensions to customers; (iii) customer service purchasing histories; and (iv) rates charged to customers
(subsections (i)-(iv) collectively “Customer Lists”) also constitute Brightway’s trade secrets and Confidential
Information.
3. Any and all information, knowledge, know-how, and techniques which Brightway specifically
designates as confidential shall be deemed to be Confidential Information for purposes of this Agreement.
4. As the spouse of Owner, Brightway, AAO or Owner may disclose Brightway’s trade secrets and
Confidential Information to me during the term of the Franchise Agreement.
5. I will not acquire any interest in the Confidential Information, and I acknowledge that any
duplication of the Confidential Information for any use outside the System would constitute an unfair method
of competition.
6. The Confidential Information is proprietary, involves trade secrets of Brightway, and is

disclosed to me solely on the condition that I agree, and I do hereby agree, that I shall hold in strict confidence
all Confidential Information and all other information designated by Brightway as confidential. This agreement
to not disclose any of Brightway’s Confidential Information will continue to stay in full force and effect after
the date of termination, expiration, or nonrenewal of the Franchise Agreement, or the separation or
termination of my marriage to Owner, unless I can demonstrate that such information has become generally
known or easily accessible other than by the breach of an obligation of AAO or Owner under the Franchise
Agreement. For the remainder of this agreement, the earlier of (1) the date of termination, expiration, or
Franchise Agreement
8
nonrenewal of the Franchise Agreement, or (2) the date of separation or termination of my marriage to
Owner, will be referred to as the “Termination Date”. Further, I will not solicit Brightway or Brightway System
Agency prospects, customers, employees or clients for a period of two (2) years after termination of their
employment with AAO.
7. Except as otherwise approved in writing by Brightway, I shall not, during the term of the
Franchise Agreement, engage, directly or indirectly, as an owner, operator, employee, producer, agent,
manager, consultant, broker, or otherwise have any interest in any insurance-related business other than as an
authorized owner of a Brightway System Agency; and I covenant, for a period of two (2) years following the
Termination Date, not to engage, directly or indirectly, as an owner, operator, employee, producer, agent,
manager, consultant, broker, or otherwise have any interest in:
7.1 in any business that is competing in whole or in part with Brightway by granting
franchises or licenses to operate insurance agencies; or
7.2 in any insurance-related business at or within a twenty (20)-mile radius of the former
Premises or any other AAO-owned or company-owned Brightway Agency that is in operation at the
time this Agreement is terminated, expires, or is not renewed, other than as an authorized owner of
another Brightway System Agency.
8. I agree that I will not knowingly, up until the Termination Date and for a two (2) year period
thereafter: (i) directly or indirectly solicit for employment, for AAO or for another, any of the employees of
Brightway or any Brightway System Agency employed at the Termination Date or within ninety (90) days
preceding such Termination Date; or (ii) directly or indirectly solicit a prospect, customer or client, or accept an
order from a prospect, customer or client (1) of Brightway or any Brightway System Agency as of the
Termination Date, or (2) to whom Brightway or any Brightway System Agency, as of such Termination Date,
has submitted a bid or quotation, or (3) that has previously been a customer or client of Brightway or any
Brightway System Agency at any time during the twenty-four (24) months immediately preceding such
Termination Date.
9. I agree that each of the foregoing covenants shall be construed as independent of any other
covenant or provision of this Agreement. If all or any portion of a covenant in this Agreement is held
unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to
which Brightway is a party, I expressly agree to be bound by any lesser covenant subsumed within the terms of
such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately
stated in and made a part of this Agreement.
10. I understand and acknowledge that Brightway shall have the right, in its sole discretion, to
reduce the scope of any covenant set forth in this Agreement, or any portion thereof, without my consent,
effective immediately upon receipt by me of written notice thereof; and I agree to comply forthwith with any
covenant as so modified.
11. Brightway is a third-party beneficiary of this Agreement and may enforce it, solely and/or
jointly with the AAO. I am aware that my violation of this Agreement will cause Brightway and the AAO
irreparable harm; therefore, I acknowledge and agree that the AAO and/or Brightway may apply for the
issuance of an injunction preventing me from violating this Agreement, and I agree to pay the AAO and
Brightway all the costs it/they incur(s), including, without limitation, legal fees and expenses, if this Agreement
Franchise Agreement
9
is enforced against me. Due to the importance of this Agreement to the AAO and Brightway, any claim I have
against the AAO or Brightway is a separate matter and does not entitle me to violate, or justify any violation of
this Agreement.
12. This Agreement shall be construed under the laws of the State of Florida. The only way this
Agreement can be changed is in writing signed by both the AAO and Brightway.
By: _________________________________
Date: _______________________________
ACKNOWLEDGED BY AAO
By: ________________________________

Franchise Agreement
10
Exhibit 6: Conditional Assignment of Phone Numbers, Fax Numbers and Domain Names

Franchise Agreement
Conditional Assignment of Phone, Fax Numbers and Domain Names
__________________ (“AAO”), in exchange for valuable consideration provided by Brightway Insurance, LLC
(“Brightway”) in connection with the execution of a franchise agreement by and between AAO and Brightway
dated ____________ (the “Franchise Agreement”), hereby:
1. Conditionally assigns to Brightway all current and future telephone numbers, cell phone numbers, fax
numbers, domain names, URLs, and all online and offline listings including, but not limited to, telephone book,
Google, LinkedIn, and Facebook listings used by AAO in the operation of its Brightway Location governed by
the Franchise Agreement.
2. This Conditional Assignment will become effective automatically upon termination, expiration and
non-renewal, or transfer of the Franchise Agreement for any reason.
3. AAO agrees to pay the telephone company and any online or offline listing providers on or before the
effective date of termination, expiration and non-renewal, or transfer, all amounts owed for the use of the
telephone numbers and listings described above. AAO further agrees to indemnify Brightway for any sums
Brightway must pay the telephone company and/or online and offline listing providers to effectuate this
Conditional Assignment, and AAO agrees to fully cooperate with the telephone company or listing provider
and Brightway in effectuating this Conditional Assignment.
4. AAO hereby appoints Brightway as its attorney-in-fact to execute and file any such documentation and
to do all other lawful acts as are necessary to effectuate the foregoing.
BRIGHTWAY:
By: _________________________________
AAO:
By: _________________________________

Franchise Agreement
Exhibit 7: Electronic Funds Withdrawal and Deposit Authorization

Franchise Agreement
Electronic Funds Withdrawal and Deposit Authorization
Bank Name: _______________________________________________
ABA#: _______________________________________________
Acct. No.: _______________________________________________
Acct. Name: _______________________________________________
In connection with the execution of the franchise agreement between ___________________ (“AAO”) and
Brightway Insurance, LLC (“Brightway”) dated ____________ (the “Franchise Agreement”), AAO hereby
authorizes Brightway or its designee to deposit AAO’s percentage of Brightway Sales Commissions Paid to
AAO, less the AAO Shared Expenses and any other setoff amounts permitted under the Franchise Agreement,
into the above-referenced bank account, electronically or otherwise, with respect to the Brightway Location
governed by the Franchise Agreement. Such deposits will occur on or about the seventh (7th) and twenty-first
(21st) day of each calendar month, or on such other schedule as Brightway will specify in writing. Brightway is
also authorized to withdraw funds from the above-referenced account, electronically or otherwise, if any
Brightway Sales Commissions Paid to AAO do not cover any amounts due to Brightway. This authorization will
remain in full force and effect until terminated in writing by Brightway. AAO will provide Brightway, in
conjunction with this authorization, a voided check from the above-referenced account.
AGREED:
AAO
By:

Franchise Agreement
EXHIBIT C:
SAMPLE TERMINATION AND RELEASE AGREEMENT

Sample Termination and Release Agreement
SAMPLE TERMINATION AND RELEASE AGREEMENT
THIS TERMINATION AND RELEASE AGREEMENT (the “Agreement”) is made and entered into as of this
_______________, by and between: (i) BRIGHTWAY INSURANCE, LLC, a Florida limited liability company with
an address at 3733 W. University Boulevard, Suite 100, Jacksonville, Florida 32217 (“Brightway”); (ii)
_______________ (“AAO”); and (iii) ________________________ (“Guarantor”).
BACKGROUND
A. On or about ______________, Brightway and AAO entered into a franchise agreement (the
“Franchise Agreement”), pursuant to which Brightway licensed AAO the right and obligation to operate a
Brightway Insurance franchise, utilizing certain of Brightway’s intellectual property, at the following address:
_______________________ (the “Brightway Location”).
B. Contemporaneous with the execution of the Franchise Agreement, Guarantor executed the
personal guaranty attached to the Franchise Agreement pursuant to which he/she personally guaranteed
AAO’s obligations under the Franchise Agreement (“Personal Guaranty”).
C. The parties hereto desire to memorialize the termination of the Franchise Agreement and
provide for certain releases in connection with such termination, and desire to set forth herein their mutual
agreements regarding such matters.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, commitments and
understandings contained herein, the parties agree as follows:
1. Recitals; Definition. The parties hereby acknowledge and agree that the aforementioned
recitals are true and correct and that such recitals, together with the definitions set forth therein and in the
preamble, are hereby incorporated into this Agreement by this reference. Capitalized terms not defined
herein shall have the meanings set forth in the Franchise Agreement.
2. Termination of Franchise Agreement. Subject to the terms and conditions of the Franchise
Agreement, the Franchise Agreement, Personal Guaranty, and all in-term rights and obligations arising from or
related to the Franchise Agreement and Personal Guaranty, respectively, are hereby terminated, effective as of
the date of this Agreement. Notwithstanding the foregoing, the parties acknowledge and agree that those
provisions of the Franchise Agreement and Personal Guaranty, which by their terms or by their nature are
intended to survive the termination of such agreement, shall remain in full force and effect as provided in the
Franchise Agreement and Personal Guaranty and shall not be affected by this Agreement (including, but not
limited to the post-term obligations set forth in Section 16 of the Franchise Agreement, as well as AAO’s and
Guarantor’s post-termination covenants and obligations relating to confidential information, non-competition,
and indemnification).
3. Acknowledgment Regarding E&O Coverage. AAO and Guarantor expressly acknowledge that
Brightway has required that AAO and Guarantor obtain a three-year errors & omissions tail policy for the
Brightway Location, and that Brightway provided AAO and Guarantor with the information and opportunity to
obtain such a policy. Accordingly, AAO and Guarantor hereby agree to protect, defend, indemnify, and hold
Brightway and Brightway’s affiliates, directors, officers, agents, attorneys and shareholders (“Brightway
1
Indemnitees”), harmless from and against, and promptly to reimburse such Brightway Indemnitees for, all
claims, actions, proceedings, damages, costs, expenses and other losses and liabilities, consequently, directly
or indirectly incurred (including without limitation reasonable attorneys’ and paralegals’ fees, court costs and
costs of investigation) as a result of, arising out of, or connected with AAO’s and Guarantor’s failure to obtain
the required errors & omissions tail policy described herein.
4. Releases by AAO and Guarantor. Upon execution of this Agreement, AAO and Guarantor, for
themselves and all persons and entities claiming by, through or under any of them, hereby release, acquit, and
forever discharge Brightway and its present and former officers, employees, shareholders, directors, agents,
servants, representatives, affiliates, parents, subsidiaries, franchisees, licensees, successors and assigns (the
“Brightway Releasees”) from all obligations, claims, debts, demands, covenants, contracts, promises,
agreements, liabilities, costs, attorneys’ fees, actions or causes of action whatsoever, whether known or
unknown, which AAO and Guarantor, by themselves or on behalf of, or in conjunction with any other person,
persons, partnership or corporation, have, had, or might claim to have against the Brightway Releasees
through the date of this Agreement, including, but not limited to, those arising out of or related to: (i) the
offer, sale, and operation of the Brightway Location; (ii) the parties’ respective rights or obligations under the
Franchise Agreement, Personal Guaranty or any other agreement between the parties; and (iii) any and all
rights, obligations or claims under any state franchise regulations or franchise relationship laws. AAO and
Guarantor warrant and represent that they have not assigned or otherwise transferred any claim or cause of
action released by this Agreement.
5. Release of AAO and Guarantor. Except as otherwise provided for in this Agreement, and upon
AAO’s full compliance with the obligations set forth herein, Brightway, for itself and all persons and entities
claiming by, through or under it, hereby releases, acquits and forever discharges AAO and its principals,
employees, agents, servants, representatives, affiliates, successors and assigns, including Guarantor (the “AAO
Releasees”), from all obligations, claims, debts, demands, covenants, contracts, promises, agreements,
liabilities, costs, attorneys’ fees, actions or causes of action whatsoever, whether known or unknown, which it,
by itself, on behalf of, or in conjunction with any other person, persons, partnership or corporation, has, had or
claims to have against the AAO Releasees, arising out of or related to the offer, sale and operation of the
Brightway Location, and the parties’ rights or obligations under the Franchise Agreement or Personal
Guaranty. Specifically excepted from this release are any and all claims asserted against Brightway or any of its
present and former officers, employees, shareholders, directors, agents, servants, representatives, affiliates,
successors or assigns (the “Indemnified Parties”) by any third party, which claims arise out of or relate to the
Franchise Agreement, Personal Guaranty, or AAO’s or Guarantor’s ownership or operation of the Brightway
Location. AAO and Guarantor agree to indemnify and hold the Indemnified Parties harmless from any and all
losses, damages, liabilities, claims, costs, expenses, or judgments, including reasonable attorneys’ fees,
incurred in connection with such claims.
6. Confidentiality. AAO and Guarantor shall not reveal or disclose (or permit others to reveal or
disclose) the existence of this Agreement, or the terms hereof, to any other person, firm, corporation,
company, or entity now or at any time in the future unless Brightway consents to such disclosure in writing;
provided, however, that AAO or Guarantor may disclose the terms of this Agreement to their auditors,
accountants, tax advisors and/or legal counsel only to the extent required for professional advice from those
sources.

2
7. Non-Disparagement and Non-Interference.
(a) AAO and Guarantor agree that they will not make any false, misleading, disparaging or
uncomplimentary statements or remarks about Brightway, or any of Brightway’s respective officers, directors,
shareholders, employees or affiliated entities or persons, with the intent to harm the status, reputation,
goodwill or business of such entities or persons.
(b) AAO and Guarantor agree that they will not at any time, directly or indirectly, interfere
or attempt to interfere with or disrupt the business relationship between Brightway and Brightway’s
shareholders, franchisees, carriers, clients, customers or accounts, prospective clients or customers, or persons
using the services of Brightway or doing business with Brightway, with such prohibited behavior to include, but
not be limited to, using Brightway’s internal data in a damaging or derogatory manner that would potentially
damage Brightway’s relationship with its shareholders, franchisees, carriers, clients, customers or accounts.
8. Severability. In case any covenant, condition, term or provision contained in this Agreement
shall be held to be invalid, illegal, or unenforceable in any respect, in whole or in part, by judgment, order or
decree of any court or other judicial tribunal of competent jurisdiction, the validity of the remaining covenants,
conditions, terms and provisions contained in this Agreement, and the validity of the remaining part of any
term or provision held to be partially invalid, illegal or unenforceable, shall in no way be affected, prejudiced,
or disturbed thereby.
9. Waiver or Modification. No waiver or modification of this Agreement or of any covenant,

condition or limitation herein contained shall be valid unless in writing and duly executed by the party to be
charged therewith. Furthermore, no evidence of any waiver or modification shall be offered or received in
evidence in any proceeding or litigation between the parties arising out of or affecting this Agreement, or the
rights or obligations of any party hereunder, unless such waiver or modification is in writing and duly executed
as aforesaid. The provisions of this Section may not be waived except as herein set forth.
10. Entire Agreement. This Agreement, the Franchise Agreement, and the Personal Guaranty
constitute the entire agreement of the parties hereto with respect to the subject matter of this Agreement and
supersede any and all previous agreements between the parties, whether written or oral, with respect to such
subject matter.
11. Applicable Law, Binding Effect and Venue. This Agreement shall be construed and regulated
under and by the laws of the State of Florida and shall inure to the benefit of and be binding upon the parties
hereto and their heirs, personal representatives, successors and assigns. Venue for any action related to or
arising out of this Agreement shall be in the state or federal court in or nearest to Duval County, Florida.
12. Attorneys’ Fees. In the event any litigation or controversy arises out of or in connection with
this Agreement between the parties hereto, the prevailing party shall be entitled to recover from the other
party or parties all reasonable attorneys’ and paralegals’ fees, expenses and suit costs, including those
associated with any appellate or post-judgment collection proceedings.
13. Further Assurances. Each of the parties hereto agree that they shall sign such additional and
supplemental documents as may be necessary to implement the transactions contemplated pursuant to this
Agreement when requested to do so by any party to this Agreement.

3
14. Multiple Copies or Counterparts of Agreement; E-Signature. The original and one or more
copies of this Agreement may be executed by one or more of the parties hereto. In such event, all of such
executed copies shall have the same force and effect as the executed original and all of such counterparts
taken together shall have the effect of a fully executed original. An electronically-signed copy of this
Agreement delivered by email or other means of electronic transmission shall be deemed to have the same
legal effect as delivery of an original signed copy of this Agreement.
delivered this Agreement the date and year first written above.
BRIGHTWAY:
By: _________________________________
AAO:
By: _________________________________
GUARANTOR:
____________________________________

4
EXHIBIT D:
TABLE OF CONTENTS OF CONFIDENTIAL OPERATING MANUAL

Table of Contents of Confidential Operating Manual
CONFIDENTIAL & PROPRIETARY; FOR INTERNAL USE ONLY
Copyright 2008-2022, Brightway Insurance, Inc.
Table of Contents
Introduction ....................................................................................................................................... 7
1. Customer Service ..................................................................................................................... 8
Service hours..................................................................................................................................... 10
When a policy is due to renew .......................................................................................................... 10
Short-term policies ............................................................................................................................ 11
Agency billed renewals ...................................................................................................................... 11
Service turnaround: What you can expect ......................................................................................... 11
2. Agency operations ................................................................................................................. 12
Accepting customer payments .......................................................................................................... 12
Agency personnel requirements ........................................................................................................ 12
Applications ...................................................................................................................................... 13
Audit and Compliance ....................................................................................................................... 13
Awards .............................................................................................................................................. 13
Better Business Bureau ..................................................................................................................... 14
Book Transfers .................................................................................................................................. 14
Brightway University Online .............................................................................................................. 14
Carrier appointments ........................................................................................................................ 14
Carrier book rolls............................................................................................................................... 15
Carrier incentive programs and compensation outside of revenue paid to Brightway Home Office .... 15
Carriers represented ......................................................................................................................... 16
Claims handling ................................................................................................................................. 17
Code of Conduct................................................................................................................................ 18
Commercial insurance sales .............................................................................................................. 18
Commercial training ...................................................................................................................... 19
Acceptable and unacceptable Commercial risks in the Brightway system ...................................... 20
Cannabis operations...................................................................................................................... 20
Liquor liability ............................................................................................................................... 20
Complying with Commercial requirements in the Brightway system.............................................. 21
Confidential information ................................................................................................................... 21
Core business .................................................................................................................................... 22
Customer communication ................................................................................................................. 22
Communicating en masse to customers or non-customers ................................................................ 22
Email ............................................................................................................................................. 22
Locating someone within the Brightway System ............................................................................ 23
Mass phone calling........................................................................................................................ 24
Mass mailing using U.S. Mail ......................................................................................................... 24
3
Methods of Communication .............................................................................................................. 24

One-off customer communication ..................................................................................................... 24
Texting (aka SMS).......................................................................................................................... 24
Email ............................................................................................................................................. 25
Automatic outbound dialing (aka Robocalls, auto-dial) .................................................................. 25
Voicemail ...................................................................................................................................... 25
Messenger .................................................................................................................................... 25
Coverages you’ll write ....................................................................................................................... 26
Customer control and Agency of Record (AOR) .................................................................................. 27
Steps to take to obtain and retain control of a customer ............................................................... 27
Mutually agreeable solutions for extenuating circumstances ........................................................ 28
Quote, X-Date Suspenses and customer control ............................................................................ 29
Minimizing lost business as a result of customer control ............................................................... 29
Typographical and other mistakes made on entering customer information ................................. 29
Non-compliance with customer control policy .............................................................................. 29
Agency of Record (AOR) ................................................................................................................ 30
From a non-Brightway Agency:...................................................................................................... 30
From another Brightway Agency: .................................................................................................. 32
Cross-selling Home Office Policies ................................................................................................. 33
Customer with no email address ....................................................................................................... 35
Customer payments .......................................................................................................................... 36
Payment methods ......................................................................................................................... 36
Non-preferred payment method ................................................................................................... 38
Payment for direct bill policies ...................................................................................................... 39
Payment methods are listed in order of preference ...................................................................... 39
Payment for Agency Bill policies .................................................................................................... 40
Diligent Effort .................................................................................................................................... 40
Documentation within the Agency Management System................................................................... 41
Errors and Omissions insurance ......................................................................................................... 42
Fees .................................................................................................................................................. 43
Financial reporting ............................................................................................................................ 43
Hiring requirements ...................................................................................................................... 43
Hiring a Brightway Associate who wishes to switch agencies ......................................................... 44
New hire licensing requirements ................................................................................................... 44
New hire paperwork ..................................................................................................................... 45
Non-Disclosure and Non-Solicitation Agreement ........................................................................... 45
Training requirements ....................................................................................................................... 45
New hire set up ................................................................................................................................. 45
Horizons New Business bonus program ............................................................................................. 45
Hours of operation ............................................................................................................................ 46
Insurance required to operate a Brightway location .......................................................................... 46
4
Leads to sell new policies .................................................................................................................. 46

Licensing requirements ..................................................................................................................... 47
Location Guidelines ........................................................................................................................... 48
Mandatory vendors ........................................................................................................................... 49
Marketing and marketing materials................................................................................................... 50
New and renewal business definitions............................................................................................... 50
Negative commission balances .......................................................................................................... 51
Non-commission compensation ........................................................................................................ 52
Office closings due to weather/catastrophes ..................................................................................... 52
Office locations ................................................................................................................................. 52
Placing Risks ...................................................................................................................................... 52
Premium Finance .............................................................................................................................. 53
Protecting Brightway business when successful Producers leave the system ..................................... 53
Referring new Agency Owners to Brightway ...................................................................................... 54
Remote Workers ............................................................................................................................... 54
Requirements of a Retail Agency Owner with no prior property/casualty insurance industry
experience ........................................................................................................................................ 56
Responding to requests for information from the Home Office ......................................................... 56
Rewrite policy ................................................................................................................................... 57
Definition of a rewrite: .................................................................................................................. 57
General rewrite guidelines ............................................................................................................ 58
Rewrite reasons ............................................................................................................................ 58
Miscellaneous, rewrites ................................................................................................................ 60
Rewrite procedure ........................................................................................................................ 61
Sales Territory ............................................................................................................................... 62
Short-term policy procedure ............................................................................................................. 62
Technology........................................................................................................................................ 63
Brightway websites ....................................................................................................................... 63
Brightway Technology Specifications ............................................................................................. 64
Training requirements of existing AAOs and staff .............................................................................. 64
Translation services for sales calls ..................................................................................................... 64
Umbrella Policies............................................................................................................................... 64
Virtual Assistants ............................................................................................................................... 64
3. Commissions ................................................................................................................................ 65
How are commissions entered in AMS360? ....................................................................................... 65
How are commissions paid to the Agency? ........................................................................................ 65
The Commission Statement ............................................................................................................... 65
5
Pay Statement tab......................................................................................................................... 65

Representative tabs ...................................................................................................................... 66
What is included in the commission payment on the 7th of each month? ........................................... 66
What is included in the commission payment on the 21st of each month? ......................................... 67
How to read a Brightway Commission Statement .............................................................................. 68
Viewing commissions in AMS ............................................................................................................ 69
Viewing Commissions in PowerBI ...................................................................................................... 70
Accounting transaction code definitions ............................................................................................ 70
Policy transaction codes .................................................................................................................... 71
Commission Statement workbook ..................................................................................................... 71
Agents pay sheet tab – 7th of the month....................................................................................... 72
Agents pay sheet tab – 21st of the month ..................................................................................... 74
Representative tab (Columns A-K) – (7th or 21st) of the month ....................................................... 75
Representative tab (Columns L-T) – (7th or 21st) of the month........................................................ 75
Commission base .......................................................................................................................... 77
Printing Commission Statements ................................................................................................... 78
Unprotecting worksheets .............................................................................................................. 80
Remove enable buttons in Excel .................................................................................................... 80
4. References ................................................................................................................................... 83
Brightway Pass-Through charges that appear on Commission Statements and roles in the system .... 83
Description of Roles in the Brightway system ................................................................................ 86
2022 Commission Payment Schedule ................................................................................................ 87
Home Office contacts ........................................................................................................................ 88
Non-Disclosure, Non-Solicitation Agreement ..................................................................................... 88
6
© 2022, Brightway Insurance, Inc.
This document outlines the policies and minimum technology requirements laid out by Brightway Insurance for
your Brightway franchise.
Contents
Support Services .................................................................................................................................................... 2
New Office Installation / Existing Office Relocation ................................................................................................ 2
Network infrastructure .......................................................................................................................................... 3
Telephony ............................................................................................................................................................. 5
System hardware ................................................................................................................................................... 9
System software .................................................................................................................................................. 10
Support services .................................................................................................................................................. 12
Phishing and scam awareness .............................................................................................................................. 13
1
EXHIBIT E:
LIST OF BRIGHTWAY LOCATIONS AND BRIGHTWAY LOCATIONS THAT LEFT THE SYSTEM

List of Brightway Locations and Brightway Locations that Left the System
Brightway Locations as of December 31, 2021
Associate Agency Zip
Street City State Phone
Owner Code
Rachel Davidson 1230 Westgate Parkway, Unit 4 Dothan AL 36303 (334) 828-7220
10825 Financial Centre Parkway,
Toney Davis Suite 126 Little Rock AR 72211 (501) 503-0205
James Anderson 2020 E. Prince Rd. Tucson AZ 85719 (520) 777-1368
Nathan Dubien 16420 N 92nd Street, Suite E201 Scottsdale AZ 85260 (602) 932-8585
Chavez Gadson* 17007 W Watkins St Goodyear AZ 85338 253-985-0925
Mylynn Kwok 15602 Francisquito Ave La Puente CA 91744 (626) 808-4488
Brian Crumbaker 5814 Van Allen Way, Suite 160 Carlsbad CA 92008 (760) 517-3363
North
11529 Stagg Street #2
Julie Tilbiyan Hollywood CA 91605 (818) 698-8725
Osama Khoury 10646 Zelzah Ave. #202 Granada Hills CA 91344 (818) 698-3080
Ernie Flores 442 N. M Street Tulare CA 93274 (559) 298-4500
Lisa Saul 20423 Wardham Avenue Lakewood CA 90715 (562) 383-7100
Scott Harp 6077 Coffee Road, Suite 1 Bakersfield CA 93308 (661) 526-4300
Sabrina Lee 23 Bull Run Irvine CA 92620 (949) 396-1070
Henry Guarneros* 4129 Main Street Suite 200C Riverside CA 92501 951-346-0050
Akram Zaki* 4040 W 138th St Apt #6 Hawthorne CA 90250 804-665-8083
Michael Kusserow* 1421 W Feemster Ave Visalia CA 93277 559-552-6500
Robert Scheibe 380 Perry St., Suite 250 Castle Rock CO 80104 (303) 623-1997
7222 Commerce Center Dr, Suite Colorado
Jennifer Kolk 132 Springs CO 80919 (719) 599-3600
Ashley Doebbeling 3675 S. College Avenue, Suite 20 Ft. Collins CO 80525 (970) 829-8440
Clay Reiser** 2350 East Harmony Road Unit 104 Fort Collins CO 80528 (970) 829-0090
5323 Millenia Lakes Blvd, Suite
Michael Lublin 300 Orlando FL 32839 (407) 816-3161
Jim Pihl 3003 Claire Ln, Suite 401 Jacksonville FL 32223 (904) 262-2886
Ponte Vedra
Billy Wagner 111-C Solana Rd. Beach FL 32082 (904) 280-4102
West Palm
Hasan Mehedi 1850 Forest Hill Blvd Suite 109A Beach FL 33406 (561) 649-8000
George Nichols 2022 East Robinson Street Orlando FL 32803 (407) 897-6860
Michelle Jeralds 10250 Normandy Blvd #501 Jacksonville FL 32221 (904) 378-3003
Daniel Roney 4372 Southside Blvd Suite 205 Jacksonville FL 32216 (904) 565-8370
Debbie Dellinger 8660 College Parkway Suite 300 Ft Myers FL 33919 (239) 466-8050
Michael Tarzia 12961 N Main Street Suite 304 Jacksonville FL 32218 (904) 696-6789
Rich Saltzman** 1601 East Bay Drive Suite 3 Largo FL 33771 (727) 581-4200
Richard Miller 1552 Atlantic Blvd Neptune Beach FL 32266 (904) 372-2900
Vincent A Zanfini** 1662 Bayshore Blvd Port St Lucie FL 34984 (772) 204-9668
Daniel Miller 2104 Park Street Jacksonville FL 32204 (904) 854-4555

1515 County Road 210 West Suite
Donna Bavier 103 St. Johns FL 32259 (904) 823-3699
George Sterner 1451 E Irlo Bronson Mem Hwy St Cloud FL 34771 (407) 891-9361
Ken Toney** 815 Beville Rd, Suite B South Daytona FL 32119 (386) 253-3969
Michael Ryan 3670 US 1 Suite 100 St Augustine FL 32086 (904) 217-7496
Kevin Feuser 3631 South Access Road Englewood FL 34224 (941) 474-3456
Ashley Casey 108 Sea Grove Main St Suite B St Augustine FL 32080 (904) 217-7547
David Edward Lego 122 State Road 13 North St. Johns FL 32259 (904) 217-7624
North Fort
Sherry Ausdran 5783 Bayshore Rd Suite 120 Myers FL 33917 (239) 731-2007
Kevin Bland 1112 NE 36th Avenue Ocala FL 34470 (352) 694-2886
Fernandina
Michael Tarzia 960185 Gateway Blvd Unit 107 Beach FL 32034 (904) 491-7622
Tony Debs 6915 Red Road Suite 209 Coral Gables FL 33143 (305) 668-7070
231 N. Kentucky Avenue, Suite
Charlene Rodriguez 216 Lakeland FL 33801 (863) 644-7711
Janet Harrington 31962 U.S. Highway 19 North Palm Harbor FL 34684 (727) 789-2200
Matt Grundwerg 10240 West Sample Road Suite A Coral Springs FL 33065 (954) 617-2600
Matthew Carlucci Jr 3535 Hendricks Avenue Jacksonville FL 32207 (904) 399-1000
Christine Q. Bonde 6850 Park Blvd Pinellas Park FL 33781 (727) 828-8700
Michael Hatmaker 7210 Ulmerton Road Suite I Largo FL 33771 (727) 451-7700
14985 Old St Augustine Road Suite
Jason Wells 118 Jacksonville FL 32258 (904) 260-6811
Matthew McAfee &
Seana McAfee 1844 Park Avenue Orange Park FL 32073 (904) 269-1616
Giancarlo Perez 12185 Sheridan Street Cooper City FL 33026 (954) 652-2400
David Leinecker 5000 US Highway 17 Suite 14 Fleming Island FL 32003 (904) 278-7749
Jeff Stoneking 9770 Baymeadows Road Suite 131 Jacksonville FL 32256 (904) 538-0411
9858 Clint Moore Road Suite C
Eric Rand 103 Boca Raton FL 33496 (561) 372-3100
Tom Bishop 170 East Boca Raton Road Suite 3 Boca Raton FL 33432 (561) 361-5610
Jace Howard 2755 Blanding Blvd. Ste 110 Middleburg FL 32068 (904) 291-4663
Scott Helfer 360 Town Plaza Ave #320 Ponte Vedra FL 32081 (904) 567-2222
Bobby Raymond 3033 Monument Road Suite 11 Jacksonville FL 32225 (904) 517-5900
Tyler Smith** 9230 Daniels Parkway Unit 2 Fort Myers FL 33912 (239) 603-8200
West Palm
Channon Delgado 2101 Vista Parkway, Suite 250 Beach FL 33411 (561) 798-5535
Sandy Supanik 10710 State Road 54 Suite 102 Trinity FL 34655 (727) 375-1110
6240 West Indiantown Road Suite
Tom Noyes 5 Jupiter FL 33458 (561) 277-9908
Thai Nguyen 5100 Sunbeam Road Suite 13 Jacksonville FL 32257 (904) 527-3029
Corina Smith 2430 SE Federal Hwy Stuart FL 34994 (772) 600-5401
Vincent A Zanfini** 1728 SE Indian Street Stuart FL 34997 (772) 872-7800
4550 Donald Ross Road Suite I- Palm Beach
Rhoda Murphy 110 Gardens FL 33418 (561) 598-6300

Carol Schindler** 2811 Proctor Rd Sarasota FL 34231 (941) 921-9092
Nicholas Ward 14862 Main Street Alachua FL 32615 (352) 240-7500
Jay Kaiser 2255 Glades Road, Suite 324A Boca Raton FL 33431 (954) 367-8100
660 Commerce Center Drive Unit
Jodi Rankin 125 Jacksonville FL 32225 (904) 345-5600
Susan De Loche** 1899 Murrell Road Suite 136 Rockledge FL 32955 (321) 338-4300
Debbie Hubicki 4391 Colonial Blvd Suite 103 Fort Myers FL 33966 (239) 931-5390
12361 Hagen Ranch Road Suite
Joshua Hite** 501 Boynton Beach FL 33437 (561) 424-2800
58 N Charles Richard Beall Blvd.
David Pojero** Ste. B Debary FL 32713 (386) 624-6934
Sam Kassar** 3531 Bonita Bay Blvd, Suite 200 Bonita Springs FL 34134 (239) 676-8199
Maurel Denge 9779 SW 72 Street Miami FL 33173 (786) 369-2500
Joshua Hite** 6616 Hypoluxo Road Lake Worth FL 33467 (561) 296-1200
Fort
Kandie Landers 413 North Andrews Ave Lauderdale FL 33301 (954) 519-5244
Green Cove
Brandon Bascelli 423 North Street Springs FL 32043 (904) 297-7970
Pembroke
Ryan Barrett 8928 Taft Street Pines FL 33024 (954) 374-5100
5400 South University Drive Suite
Patrick McMahon 604 Davie FL 33328 (954) 615-4500
Christopher Schmidt** 4489 Chumuckla Highway Pace FL 32571 (850) 289-0500
Pembroke
Tomas Valdivieso 17515 Pines Blvd Pines FL 33029 (954) 374-5200
Lucas Aloisi 6600 Parkside Drive Unit 6680 Parkland FL 33067 (954) 800-8300
1515 South Dale Mabry Highway
Scott McKay Suite 104 Tampa FL 33629 (813) 999-4444
Steve Bennett 1004 US Highway 19 Suite 103 Holiday FL 34691 (727) 722-9400
John Canonico** 1500 Alafaya Trail Suite 1012 Oviedo FL 32765 (407) 706-6550
Palm Beach
Douglas Duryea 8936 North Military Trail Gardens FL 33410 (561) 727-3300
Craig Starkey 2335 Temple Trail Suite 5 Winter Park FL 32789 (321) 280-5500
Ken Nguyen 6974 North 22nd Avenue St. Petersburg FL 33710 (727) 258-9700
David Pojero** 895 Fox Valley Drive, Suite 109 Longwood FL 32779 (321) 280-5200
Jim Pello 4590 Ulmerton Rd, Suite 204 Clearwater FL 33762 (727) 209-5400
Kunie Lorenzo 8320 W Sunrise Blvd Suite 202A Plantation FL 33322 (954) 615-4800
Ryan J. Flagler 55 Plaza Drive Suite 5 Palm Coast FL 32137 (386) 597-8200
1527 Dale Mabry Highway, Suite
Carl Hill 100 Lutz FL 33548 (813) 403-5600
3005 West Lake Mary Blvd Suite
Jennifer Dittman** 111 Lake Mary FL 32746 (321) 363-5500
Tavares Horne 2867 Caledonia St Marianna FL 32448 (850) 633-3460
7440 US Highway 1 North Suite
Cheryl Miller 102 St Augustine FL 32095 (904) 999-3260

Steven Daniel Sands 11160 Beach Blvd Suite 132 Jacksonville FL 32246 (904) 999-3250
9127 SW 52nd Avenue Suite D-
Kristy Moffat 103 Gainesville FL 32608 (352) 519-1900
4320 South Babcock Street Suite
Lisa C. Arnold 102 Melbourne FL 32901 (321) 265-4555
Teresa M. Parks 7025 N Wickham Road Suite 106 Melbourne FL 32940 (321) 428-0600
Derrick Vance 1073 Willa Springs Dr, Unit 201 Winter Springs FL 32708 (407) 603-0202
2727 N John Young Parkway Suite
Alexis De Jorge F Kissimmee FL 34741 (407) 449-1880
Tayler Harding 3505 Lake Lynda Drive, Suite 200 Orlando FL 32817 (407) 955-4974
13909 N. Dale Mabry Highway
Rich Saltzman** Suite 104 Tampa FL 33618 (813) 381-5498
Jessica Erwin 5030 West SR 46, Suite 1024 Sanford FL 32771 (407) 915-3920
Jennifer Dittman** 3705 Tampa Road Suite 1 Oldsmar FL 34677 (727) 493-0918
Ray Megginson 308 Tequesta Drive, Suite 9 Tequesta FL 33469 (772) 408-4498
Ross Komarinetz 873 Donald Ross Road Juno Beach FL 33408 (561) 425-6228
Jacqueline Howard 18191 NW 68 Avenue, Suite 222 Miami Lakes FL 33015 (305) 676-6762
Rick Schaub 8451 W. Linebaugh Ave. Tampa FL 33625 (813) 773-3039
900 SW Pine Island Road, Suite
Eric Seuffert** 103 Cape Coral FL 33991 (239) 214-0055
Ryan M. Loucks 5781 N. Federal Highway Boca Raton FL 33487 (561) 414-2413
New Port
Erica Grubbs 4138 Rowan Rd Richey FL 34653 (727) 315-0707
Ben Stephens 463711 State Road 200, Suite 12 Yulee FL 32097 (904) 712-6300
19970 South Tamiami Trail, Suite
Richard Dorrian 104 Estero FL 33928 (239) 280-5480
Sam Kassar** 3960 Radio Rd #111 Naples FL 34104 (239) 301-3818
Ryan Collins 171 NW 136th Ave Sunrise FL 33325 (954) 743-5960
Bill Thomas 12161 Ken Adams Way, Suite 170 Wellington FL 33414 (561) 331-6652
Jessica Marie Wilson 500 Main St, Suite L Safety Harbor FL 34695 (727) 316-5004
Chris Dillon 5285 30th Street East Bradenton FL 34203 (941) 900-4441
Tyler Smith** 1205 Piper Blvd, Suite 202 Naples FL 34110 (239) 300-9332
Indian Harbour
729 Pine Tree Drive
Susan De Loche** Beach FL 32937 (321) 586-2222
Joseph Richard Craig 5001 Fourth Street North Suite B St. Petersburg FL 33703 (727) 228-3111
Stephen Cowherd 104 College Drive, Suite 4 Orange Park FL 32065 (904) 469-1900
Monica Vega 1787 S. Pinellas Ave, Suite 400 Tarpon Springs FL 34689 (813) 683-5665
Eric Seuffert** 2326 Del Prado Blvd S Cape Coral FL 33990 (239) 214-0055
Gabriel C. Bodner 11921 S Dixie Hwy, Suite 213 Pinecrest FL 33156 (305) 748-2095
West Palm
Marielys Marquez 3951 N Haverhill Rd, Suite 208 Beach FL 33417 (561) 331-4744
Patrick Calabrese 8461 Lake Worth Rd, Suite 255 Lake Worth FL 33467 (561) 473-4700
Clayton Vigrass 600 1st Avenue North, Suite 303A St. Petersburg FL 33701 (727) 498-5566
Richard DeCarlo 5481 Wiles Road #502, Room #32 Coconut Creek FL 33073 (954) 869-5010

Ashley Burbank-Boyles 13793 Linden Drive, Suite #5 Springhill FL 34609 (352) 204-9559
Michelle Boquin 8333 NW 53rd Street, Suite 450 Doral FL 33166 (305) 504-8822
Tommy Bailey 4358 Jiggermast Ave Jacksonville FL 32277 (904) 727-0710
Cyndiana DeJesus 2550 Palm Bay Rd, Suite 113 Palm Bay FL 32909 (321) 257-4045
Gretchen Richardson 418 Reid Avenue Port St. Joe FL 32456 (850) 786-3388
Cici Lu 14613 Caplock Drive Orlando FL 32837 (407) 337-5775
Leslie Funes 5430 Sunseeker Blvd Greenacres FL 33463 (561) 725-7250
James Owens 337 W Lake Faith Drive Maitland FL 32752 (407) 289-1090
Vincent Zanfini** 10750 SE Federal Hwy Hobe Sound FL 33455 (772) 212-0318
Gerald Peterkin 5310 Lenox Ave. Unit 15 Jacksonville FL 32205 (904) 578-7474
Brandon Lester 570 Memorial Circle, Suite 225 Ormond Beach FL 32174 (386) 400-5144
North Fort
Ana Paulino 4355 Hancock Bridge Pkwy Myers FL 33903 (239) 689-7766
2425 North Courtenay Pkwy, Unit
Chester Dawson 15 Merritt Island FL 32953 (321) 293-3003
Jared Hill 2193 Davenport Boulevard Davenport FL 33837 (863) 345-8686
Norman Frascona 120 S Dillard St Winter Garden FL 34787 (407) 347-6500
Brittany Miron 8607 Alafia Ridge Rd Riverview FL 33569 (813) 819-0380
Wenddy Marmol 2730 SW 3rd Ave #202 Office H Miami FL 33129 (786) 558-2700
Pembroke
Vanessa Nunez 8741 NW 16 St. Pines FL 33024 (786) 677-4020
Andrea Sorrosa 130 S. Indian River Dr, Suite 201 Fort Pierce FL 34950 (561) 366-2600
Wizeth Stecconi 1100 S Tamiami Trail, Ste. B Venice FL 34285 (941) 867-4800
Max Heaney 8177 Glades Road, Bay 6 Boca Raton FL 33434 (954) 603-1200
Adrian Otero 5051 Castello Drive, Suite 9 Naples FL 34103 (239) 933-1900
Christopher White 14363 Cherry Lake Dr E Jacksonville FL 32258 (904) 420-7722
7281 Sunshine Grove Rd., Suite
Robin Starritt 123 Brooksville FL 34613 (352) 364-9555
Thierry Chrispin 100 E Linton Blvd. Ste 109-B Delray Beach FL 33483 (561) 232-2050
Jeffrey Terry 238 E. Davis Blvd. #218 Tampa FL 33606 (813) 467-8822
5950 Hazeltine National Dr, Suite
Arturo Garcia 625 Orlando FL 32822 (407) 347-4839
Scott Keit 10570 S. Federal Hwy, Suite 300 Port St. Lucie FL 34952 (772) 742-2900
Darrick Harris* 2135 Lenox Dale Ln Brandon FL 33510 813-906-2100
Jeffrey Goldstein* 8219 Calabria Lakes Drive Boynton Beach FL 33473 561-352-0053
Tyrone Downs* 6751 Flintwood St Navarre FL 32566 850-805-5385
Royal Palm
Jorge Vidal* 2237 Shoma Drive Beach FL 33414 561-467-6633
New Smyrna
Ali Partovi* 2923 N. Asciano Court Beach FL 32168 386-295-5115
Andrew Woods* 509 Zinfandel Ct Ocoee FL 34761 773-865-2208
West
LaCreasha Satahoo* 3375 Salt Marsh Circle Melbourne FL 32904 860-808-4726
Tanner Hyers* 25 Crossbow Court Palm Coast FL 32137 386-302-4022

Paul Lattibeaudaire* 8400 N University Dr Suite 206 Tamarac FL 33321 954-628-4030
Caridad Saavedra* 740 Arabia Ave Opa-Locka FL 33054 305-916-4042
Ronnie Oats* 1211 Tech Blvd Suite 162 Tampa FL 33619 813-822-5030
Kevan Sanjana* 205 SW 75th St Apt 5D Gainesville FL 32607 352-260-0088
Ken Toney** 819 Forest Parkway - D Forest Park GA 30297 (678) 546-0100
Todd Love 90 Helpful Place Ringgold GA 30736 (706) 530-0803
Gary Patrick
Fitzpatrick** 840 Kennesaw Avenue, Unit 6 Marietta GA 30060 (770) 884-2201
Kacee Smith 330 S Wall Street, Suite 2 Calhoun GA 30701 (706) 750-0401
Carolyn McGhee One West Court Square, Suite 750 Decatur GA 30030 (678) 757-4950
Curtis Caldwell 351-B Dahlonega Street Cumming GA 30040 (470) 281-9600
2047 Gees Mill Road NE Suite
John Peterson #214 Conyers GA 30013 (407) 491-4070
Stone
Quincy Vinson 4685 Cedar Park Way Mountain GA 30083 (470) 870-6500
Charles Savage* 4635 Howell Farms Dr Acworth GA 30101 770-371-1070
Antonio Moody* 997 N Indian Creek Dr Clarkston GA 30021 404-905-5777
David Pakebusch* 127 Abercorn Street Suite 207 Savannah GA 31401 912-800-9040
Gary Simatovich 2395 Tech Drive Ste. 5B Bettendorf IA 52722 563-594-6628
859 South Yellowstone Hwy Suite
William Thompson* 1201 Rexburg ID 83440 208-563-6030
Matthew Robert
Nadelhoffer 28W530 Batavia Rd, Suite 202 Warrenville IL 60555 (630) 581-8881
1319 N Veterans Pkwy, Suite 3B-
Marcus Barbee 102 Bloomington IL 61704 (309) 215-9383
Dale Parks 6 Chaucer Drive Belleville IL 62226 (618) 767-5610
Joe Janicki 160 E Main Street Lake Zurich IL 60047 (847) 807-3200
Man B. Phung** 8756 East 116th Street Fishers IN 46038 (317) 863-9216
Angie Whitlock 750 Park East Blvd, Suite 2A Lafayette IN 47905 (765) 252-4555
Margarita A. Reyes 1544 45th Street, Suite 1 Munster IN 46321 (219) 230-8050
David Fonseca* 852 Highlander Point Dr Floyds Knobs IN 47119 812-777-4428
Kayla Schabel 9747 E 21st St N Suite 147 Wichita KS 67206 (316) 444-1465
Ramona Chapman* 1400 Terradyne Dr Suite 224 Andover KS 67002 316-867-6080
Yusleydi Mosquera 3215 Fern Valley Rd, Suite 105 Louisville KY 40213 (502) 861-7272
Ben Rodriguez** 3826 General Degaulle drive New Orleans LA 70114 (504) 603-0900
Christopher Schmidt** 260 Hickory Avenue Harahan LA 70123 (504) 930-4460
John Scott 7520 Perkins Rd, Suite 285 Baton Rouge LA 70808 (225) 412-9970
107 Centre Sarcelle Blvd, Suite
Michele Robicheaux 707 Youngsville LA 70592 (337) 347-7170
Laura LeBlanc 1109 CM Fagan Drive, Suite C Hammond LA 70403 (985) 602-9998
Richard Ingram 4618 Dryades Street New Orleans LA 70115 (504) 569-5588
Joseph D. Bohrer 1421 N Causeway Blvd Unit 203 Metairie LA 70001 (985) 275-0750
Rodney Welch 610 Cypress St West Monroe LA 71291 (318) 654-7756

Ben Rodriguez** 16645 Highland Road, Suite G-2 Baton Rouge LA 70810 (225) 424-6177
John ONiell 521 E. Demanade Lafayette LA 70503 (337) 339-9603
2101 North Highway 190, Suite
Todd Robicheaux 101 Covington LA 70433 (985) 256-5656
Jimmy Thomas 194 Williamsburg St. Lake Charles LA 70605 (337) 205-0151
Jeremee Gant 11497 Legacy Oaks Ln Gonzales LA 70737 (225) 478-0808
Jolita Tolbert Burrell 17 Rosedown Ct New Orleans LA 70131 (504) 383-0950
70458-
Jonathan Johnson PO BOX 1272 Slidell LA 1272 (985) 590-5400
20103 Old Scenic Hwy, Bldg 7A,
Eric King Office # 108 Zachary LA 70791 (225) 465-2080
Alvin Bourque 907 E. Weber Street Gonzales LA 70737 (225) 330-8470
Joanna Randall 307 Annette Dr Slidell LA 70458 (985) 214-4433
Keisha Woods* 621 Franklin Ave Gretna LA 70053 504-702-0070
Scott Simmons* 3700 Orleans Ave Suite 105 New Orleans LA 70119 504-900-3311
6725 Santa Barbara Court, Suite
Nnamdi Ezimako 106 Elkridge MD 21075 (443) 493-7575
Bryan Lambert 3023 Henry St. Muskegon MI 49441 (231) 769-2700
Shelby
Ankur Patel 45829 Mound Road Township MI 48317 (734) 545-8935
Robert Powell Brundle 9468 S Saginaw Road, Suite B Grand Blanc MI 48439 (810) 535-5233
Razur Rahman 30050 Hoover Rd, Suite B Warren MI 48093 (810) 360-2559
Regina Premil 803 S. Garfield Ave. Traverse City MI 49686 (231) 252-0909
Kevin Dodson 20300 Superior Rd Ste 110 Taylor MI 48180 (734) 519-5550
Sara Shunk 75 N. Main St., Suite 200 Mt. Clemens MI 48043 (586) 840-2070
Ghada Mustapha 10619 W. Warren Ave. Dearborn MI 48126 (313) 416-9060
Cara Wilks* 11850 Claridge Dr Dewitt MI 48820 517-619-0550
Sharon Meyer* 121 Washington Ave N # 340 Minneapolis MN 55401 763-703-7040
17600 Chesterfield Airport Rd
Gary Silverman Suite 104 Chesterfield MO 63005 (636) 422-3260
Brennen Grone 11726 Manchester Rd Des Peres MO 63131 (314) 717-1599
Stephen Stricklin 11 SE 2nd St. Lee's Summit MO 64063 (816) 494-1122
Tiffany Montgomery 1803 Curcor Dr, Gulfport MS 39507 (228) 438-2050
Dennis Gurley* 22611 Hwy 63 Ste B Moss Point MS 39562 228-299-3686
102-B Waxhaw Professional Park
Dimitri Apostle Drive Waxhaw NC 28173 (704) 218-6000
Maz Ganim 5561 McNeely Dr., Unit 203 Raleigh NC 27612 (919) 443-3300
Charlie Bourgeois 10020 Monroe Road Suite 215 Matthews NC 28105 (704) 885-5900
3826 South New Hope Road, Suite
Gene S. Kropfelder 3 Gastonia NC 28056 (704) 566-0400
James Duncan Osborne 7478 Creedmoor Road Raleigh NC 27613 (919) 589-3881
William Stephen 28097-
Aldridge III 243B Town Center Dr, Ste B Locust NC 8001 (704) 565-0725
Michael Joel Abberger 807 Williamson Road, Suite 204 Mooresville NC 28117 (704) 727-2022

16607 Riverstone Way, Unit 200,
Vipul Hapani Office #11 Charlotte NC 28277 (980) 242-2229
Jasmine Walker 2315 W Arbors Drive, Suite 200 Charlotte NC 28262 (980) 285-3307
Charvon M. Parker 3125 Poplarwood Ct., Suite 101 Raleigh NC 27604 (919) 573-8288
Carla D.Bluitt 1205 W. Bessemer Ave. Suite 115 Greensboro NC 27408 (336) 664-8400
Amy Jo Briley 604 N Main St. Suite B Fuquay-Varina NC 27526 (919) 893-4411
Jonelle Brown 2915 Raeford Rd. Suite 202 Fayetteville NC 28303 (910) 302-6388
Richard Rankin 220 Silent Brook Trail Franklinton NC 27525 (984) 205-6070
Geovanny Reynoso 11 Joseph St. Phillipsburg NJ 08865 (610) 572-3344
Richard Hancock 1286 Crimson Sage Ave Henderson NV 89012 (725) 465-2211
Julio D Ramirez 405 North Ave New Rochelle NY 10801 (914) 919-9332
Leslie Redler-Cohen 70 East Sunrise Highway Suite 500 Valley Stream NY 11581 (516) 613-5010
11561-
Hillary Schor 24 East Park Ave, Ste 202 Long Beach NY 3536 (516) 559-6611
Stalyn Orellana 157 Medford Ave, Suite A Patchogue NY 11772 (631) 935-9030
John Reardon 35 West Jefryn Blvd. Deer Park NY 11729 (631) 865-5870
Dabir Duvert 72 Main St., Office #2, Hempstead NY 11550 (516) 559-6680
Jared Mosteiro 183A West Merrick Road Freeport NY 11520 (516) 279-5353
Rahim Chowdhury 1946 McGraw Ave, Suite 1A Bronx NY 10462 (212) 810-9705
Michael Dolin 175 Community Drive, Suite 128 Great Neck NY 11030 (646) 593-8100
Juan Ruiz 60 Thayer St., Apt 5G New York NY 10040 (646) 650-5300
Carmen Rivas* 897 Delaware Ave Suite 206 Buffalo NY 14209 716-303-0020
Randy Persad* 83-96 118th Street Apt 1G Kew Gardens NY 11415 917-451-3035
Dora Sanchez* 284 E Suffolk Ave Central Islip NY 11722 631-575-5517
Carol Schindler** 4166 Dayton Xenia Rd Beavercreek OH 45432 (937) 865-2500
Joel Daria 4660 Cemetery Rd Hilliard OH 43026 (614) 468-8180
William Marable* 8790 Merryvale Dr Twinsburg OH 44087 330-998-1877
Ray Sacchieri 1880 E. Veterans Memorial HWY Blanchard OK 73010 (405) 253-5741
Jamie Ersteniuk 1404 S. Post Rd. Midwest City OK 73130 (405) 896-6741
David D. Pickel 400 South Elm Pl. Suite G1 Broken Arrow OK 74012 (918) 872-0880
Corey Little 724 S Western Rd Stillwater OK 74074 (405) 708-7888
Eli Drost 1860 NE 4th St, Ste 500 Bend OR 97701 (541) 241-7752
Jennifer McKenzie 426 West Coleman Blvd Unit F Mt. Pleasant SC 29464 (843) 408-4554
Larry Strum & Joshua
Hite** 50 Burnt Church Rd, Suite 200-C Bluffton SC 29910 (843) 480-9933
Edward McDowell 1712 Woodcreek Farms Road Elgin SC 29048 (803) 849-8816
John Canonico** 521 Folly Rd Suite 108 Charleston SC 29412 (843) 804-6696
12019 North Radio Station Road,
Clay Reiser** Suite E Seneca SC 29678 (864) 900-5115
Robert Rollings 336 Georgia Avenue, Suite 206 North Augusta SC 29841 (803) 830-6040
Brandon R. Jamison 1224 Pickens St., Suite 250 Columbia SC 29201 (803) 743-4448
Tara Chellis 128 S Main St, Ste 4A Summerville SC 29483 (843) 848-8100
Tasha Butler 1617 Broad River Rd Columbia SC 29210 (803) 973-4434

2320 East North St., Suite GG,
Kevin Allen Room #108 Greenville SC 29607 (864) 686-6006
David Fuentes* 1821 Huntington Place Rock Hill SC 29732 803-787-0800
Gary Patrick
Fitzpatrick** 9307 Kingston Pike, Suite A Knoxville TN 37922 (865) 409-0819
2412 W Andrew Johnson
Timothy Walters Highway, Suite G Morristown TN 37814 (423) 417-2070
Steve Moser 4231 Harding Pike, Suite 3 Nashville TN 37205 (615) 988-9595
Bill Andersen 1270 Hall Valley Cove Cordova TN 38018 (901) 878-3244
Man B. Phung** 4081 De Zavala Road, Suite 2 San Antonio TX 78249 (210) 424-6110
Peter Linke 17194 Preston Road, Suite 210 Dallas TX 75248 (972) 584-1286
Sivachidambaram
Govindarajan 6832 Coit Road, Suite 270A Plano TX 75023 (469) 814-8199
Robert Lowry 3555 Rayford Rd, Suite 40 Spring TX 77386 (281) 466-4377
Benjamin R. Young 4419 Loop 322 Abilene TX 79602 (325) 899-3384
Norma Wilkins 8700 Main Street, Suite 110 Frisco TX 75033 (972) 232-2296
Thy Phan 3501 Custer Parkway, Suite 119 Richardson TX 75080 (972) 865-7242
Maegan Lunte 2901 W FM 544, Suite 160 Wylie TX 75098 (214) 453-1262
Jose Ruben Tamayo
Fernandez 5211 FM 1960 Road West, Suite E Houston TX 77069 (346) 980-4880
Tiffany Baban 13323 Olive Trace Houston TX 77077 (713) 589-8550
Yaira Delacruz Acosta 711 Milby Street Ste 7 Houston TX 77023 (281) 606-0633
54 Sugar Creek Center Blvd, Suite
Aaron S. McCready 200 Sugar Land TX 77478 (832) 532-8179
Shane Zollicoffer 4533 Iron River Dr. Corpus Christi TX 78410 (361) 792-0770
Juanita Alonzo 3733 North Josey Lane, Suite 113 Carrollton TX 75007 (214) 507-7880
10210 Frankford Avenue, Suite
Kevin Beierschmitt 120 Lubbock TX 79424 (806) 517-2100
Ana Villafana 4790 W. Bellfort Blvd Houston TX 77035 (713) 729-3700
Michael Thomas
Barton 5609 S. Congress Ave, Ste 220 Austin TX 78745 (737) 402-7200
Amber Gunn 704 Monaco Drive Cedar Park TX 78613 (512) 649-4220
Marjorie Toussaint 8000 W Interstate 10, Suite 670 San Antonio TX 78230 (210) 469-4050
4500 Mercantile Plaza Dr, Suite
Tyson Rochelle 300 Fort Worth TX 76137 (817) 756-5001
Vinod George 5152 Village Creek Dr. Plano TX 75093 (469) 833-3030
Shelby Eastin 22111 Emerald Run Lane Richmond TX 77469 (713) 470-5719
25807 Westheimer Parkway, Suite
Amy Hebert 303 Katy TX 77494 (832) 810-0303
Cary Hafer 4607 Sienna Pkwy Missouri City TX 77459 (281) 975-2131
Myriam Mellen 21718 Beaver Bend Ct San Antonio TX 78258 (210) 805-1919
1404-A Stonehollow Drive Suite
Santos Portillo #3 Kingwood TX 77339 (713) 995-9422
Stephen Buttram 5023 Washington Ave, Suite 201 Houston TX 77007 (346) 355-5355
Lucas Jernigan 4318 Parker St. Amarillo TX 79110 (806) 642-6090

Jorge Balderas 23919 Gosling Rd, Suite B Spring TX 77389 (346) 355-5133
Jesse Cruz* 939 W. Point Drive Rosharon TX 77583 346-355-6611
Danny E Quinn 4685 S Highland Drive Ste # 113 Salt Lake City UT 84117 (801) 528-6988
Jeff Turner 6420 Grovedale Drive, Suite 300 Alexandria VA 22310 (571) 899-4411
N96 W18743 County Line Road, Menomonee
Dan Carmichael Suite C Falls WI 53051 (262) 255-9100
Franchisees marked with * signed a Franchise Agreement but had not opened a physical location as of 12/31/21
Franchisees marked with ** are Enterprise Owners
Brightway Locations that Left the System in 2021

Zip
Associate Agency Owner City State Phone Reason
Code
Kristen Rook Huntsville Alabama 35808 256-562-4090 Ceased Operation
Ashley Hunhoff Walnut Creek California 94596 925-378-3660 Ceased Operation
Raj Bhandari San Carlos California 94070 650-316-8020 Ceased Operation
Rancho
916-805-9350
Steven Clayton Cordova California 95742 Never Opened
Steve Canty St. Augustine Florida 32092 904-891-0068 Ceased Operation
Reid Bellanca Valrico Florida 33596 908-303-2308 Ceased Operation
Chris Cole Palm Springs Florida 33461 561-727-3220 Ceased Operation
Panama City
Kim Merrick Beach Florida 32413 850-588-5200 Ceased Operation
Ken Toney* Lake Mary Florida 32746 407-688-2062 Ceased Operation
Charlee Amos-Coles Wesley Chapel Florida 33544 813-603-1298 Ceased Operation
Deerfield
Alex McGregor Beach Florida 33441 954-913-1323 Ceased Operation
Victor Gonzalez Fort Myers Florida 33901 239-896-0922 Ceased Operation
Daniel Bell Punta Gorda Florida 33950 239-338-7686 Terminated
Linda Dreiling Greenacres Florida 33463 561-725-7181 Ceased Operation
Andrew Haines Kissimmee Florida 34747 321-319-7594 Ceased Operation
Nico Naude Plant City Florida 33566 813-666-2357 Never Opened
Pete Salitore Melbourne Florida 32935 321-204-4041 Ceased Operation
Maria Hernandez Tampa Florida 33604 813-683-7020 Terminated
Ericka Briscoe Boca Raton Florida 33432 954-271-1410 Ceased Operation
West Palm
561-331-3171
Guerlin Dorante Beach Florida 33409 Never Opened
Luan Le Tampa Florida 33609 813-957-2339 Ceased Operation
Mo Hassan Atlanta Georgia 30339 954-663-0873 Ceased Operation
Austin Vannoy Valdosta Georgia 31602 229-269-4044 Ceased Operation
Alonzo Anderson Peachtree City Georgia 30269 770-689-4818 Ceased Operation
Richard Dunn Atlanta Georgia 30308 404-618-5055 Ceased Operation

Katy Daniel Gurnee Illinois 60031 847-496-2060 Ceased Operation
Ronda Curtis Florence KY 41042 859-321-8738 Ceased Operation
Damien Burgess New Iberia Louisiana 70560 337-380-9368 Never Opened
Mohammad Hoque Warren Michigan 48093 586-554-7515 Ceased Operation
Jarred Lofton Garden City Michigan 48135 313-289-6916 Never Opened
Herick Garcia Reno Nevada 89512 775-223-8590 Never Opened
Ryan Collins* Chatham New Jersey 07928 786-423-0634 Ceased Operation
Cleveland
Nyla Martin Heights
Ohio 44118 216-290-6100 Never Opened
Marsha Durham Granville
Ohio 43023 770-296-7915 Ceased Operation
George Collins Muskogee
Oklahoma 74403 918-310-8084 Ceased operation
Mount
South
Jeff Howard Pleasant
Carolina 29466 843-410-4150 Ceased Operation
South
Chris Schmidt* Fort Mill Carolina 29715 504-484-1047 Ceased Operation
South
Henrietta McCollough Fort Mills Carolina 29715 803-830-4343 Ceased Operation
Ken Toney* Allen Texas 75002 407-688-2062 Ceased Operation
Scott Myers San Antonio Texas 78249 210-424-6108 Ceased Operation
Dean Spader Denison Texas 75020 469-460-2173 Never Opened
John Czapko Katy Texas 77494 713-876-8881 Ceased Operation
Shannah Gunn Cedar Park Texas 78613 832-674-5771 Never Opened
Andrew Solano Kingwood Texas 77339 832-742-4446 Ceased Operation
Connie Fox Paige Texas 78659 512-549-4080 Ceased Operation
Bao Phan Houston Texas 77074 916-670-0823 Ceased Operation
Biju Paul Frisco Texas 75035 972-316-7880 Ceased Operation
Miguel Siller Pasadena Texas 77504 713-482-6060 Ceased Operation
Hallie Meyer Kyle Texas 78640 512-759-8899 Never Opened
Justin Blanco Richardson Texas 75080 214-432-6400 Terminated
Brian Barham Chesapeake Virginia 23320 757-916-5566 Ceased Operation
Vays Sarwar Spokane Washington 99217 509-608-0220 Ceased Operation
Owners marked with * are Enterprise Owners that have at least one other agency still open and operating

EXHIBIT F-1:
RETAIL AGENCY CONVERSION ADDENDUM

Retail Agency Conversion Addendum
18
RETAIL AGENCY CONVERSION ADDENDUM
TO THE BRIGHTWAY INSURANCE, LLC FRANCHISE AGREEMENT
This RETAIL AGENCY CONVERSION ADDENDUM (the “Addendum”) to the Brightway Insurance, LLC
Franchise Agreement is made and entered into this _____________ (the “Effective Date”), by and between
Brightway Insurance, LLC, a Florida limited liability company (“Brightway”), __________________, a
_________________________ with an address at _______________________ (“AAO”), and
________________, an individual (“Guarantor”).
BACKGROUND
A. On _____________, Brightway and AAO entered into a franchise agreement (the “Franchise
Agreement”), pursuant to which AAO obtained the right and undertook the obligation to operate a franchised
Brightway Insurance location as an “Office Agency” at the following address:
___________________________________ (the “Brightway Location”). Additionally, Guarantor entered into the
“Guaranty of AAO’s Undertakings” attached as an exhibit to the Franchise Agreement (the “Guaranty”), under
which he agreed to personally guarantee AAO’s obligations under the Franchise Agreement.
B. Brightway offers qualified associate agency owners the opportunity to operate a retail insurance
agency from an approved retail office space as a “Retail Agency.” The Retail Agency model provides for a higher
commission split than the Office Agency model, as described more fully in this Addendum.
C. AAO wishes to convert its Brightway Location from an Office Agency to a Retail Agency and
Brightway is willing to consent to AAO’s request to convert the Brightway Location to a Retail Agency, pursuant
to the terms and conditions of the Franchise Agreement and this Addendum.
AGREEMENT
1. Retail Agency Conversion Fee. In consideration of the execution of this Addendum and as a
requirement to convert the Brightway Location to a Retail Agency, AAO agrees to pay Brightway a non-
refundable “Retail Agency Conversion Fee” in the amount of Thirty Thousand Dollars ($30,000), which shall be
paid in full on or before the Effective Date. Upon payment of the Retail Agency Conversion Fee, and subject to
AAO’s compliance with the terms of the Franchise Agreement and this Addendum, the parties hereby agree that
the Brightway Location shall be deemed a “Retail Agency” for all purposes described in the Franchise Agreement
and in Brightway’s Confidential Operating Manual.
2. Approved Premises. Notwithstanding anything to the contrary set forth in the Franchise
Agreement, on or before ____________________ AAO will operate the Brightway Location from a retail office
space that is approved by Brightway in writing. As set forth more fully in Section 6(b)(xiii) of the Franchise
Agreement, AAO is prohibited from moving or relocating the Brightway Location without Brightway’s prior
written consent.
3. Staffing and Onboarding Requirements. AAO acknowledges that AAO must comply with the
staffing and onboarding requirements for Retail Agencies set forth in Brightway’s Confidential Operating
Manual. AAO agrees and acknowledges that failure to comply with the requirements of Sections 2 and 3 of this
19
Addendum will result in the automatic reversion of AAO’s Brightway Sales Commissions to those of a
commission enhanced Office Agency until Brightway determines AAO has complied with all staffing and
premises requirements.
4. Brightway Sales Commissions. Subject to AAO’s compliance with the terms of this Addendum,
Sections 8(a) and 8(b) of the Franchise Agreement are hereby deleted in their entirety and replaced with the
following:
a. New Business. Except as set forth below, Brightway shall pay AAO eighty five percent
(85%) of all Brightway Sales Commissions received on all New Business from Client Accounts generated by AAO,
and Brightway shall be entitled to retain the remaining fifteen percent (15%).
b. Renewal Business. Except as set forth below, Brightway shall pay AAO fifty five percent
(55%) of all Brightway Sales Commissions received on all Renewal Business from Client Accounts generated by
AAO, and Brightway shall be entitled to retain the remaining forty five percent (45%).
5. Release by AAO and Guarantor. AAO and Guarantor, for themselves and all persons and
entities claiming by, through, or under them, release, acquit and forever discharge Brightway and its present
and former officers, employees, shareholders, directors, agents, servants, representatives, affiliates, successors,
and assigns (the “Brightway Releasees”) from all obligations, claims, debts, demands, covenants, contracts,
promises, agreements, liabilities, costs, attorneys’ fees, actions or causes of action whatsoever, whether known
or unknown, which they, by themselves, on behalf of, or in conjunction with any other person, persons or entity
have, had or claim to have against the Brightway Releasees, including but not limited to those arising out of or
related to the offer, sale, or operation of the Brightway Location, the parties’ rights or obligations under the
Franchise Agreement or Guaranty, or any and all rights, obligations or claims under any state franchise
regulations or franchise relationship laws. AAO and Guarantor warrant and represent that they have not
assigned or otherwise transferred any claim or cause of action released by this Addendum.
6. Termination. This Addendum will automatically terminate without notice upon the termination
or expiration and non-renewal of the Franchise Agreement for any reason.
7. Defined Terms. Terms defined in the Franchise Agreement and not defined in this Addendum
have the meaning defined in the Franchise Agreement.
8. Binding Effect. This Addendum will inure to the benefit of, and will be binding upon, the parties
hereto and their respective successors and assigns.
9. Severability. In case any covenant, condition, term or provision contained in this Addendum
conditions, terms and provisions contained in this Addendum, and the validity of the remaining part of any term
or provision held to be partially invalid, illegal or unenforceable, shall in no way be affected, prejudiced, or
disturbed thereby.
this Addendum between the parties hereto, the prevailing party shall be entitled to recover from the other party
or parties all reasonable attorneys’ and paralegals’ fees, expenses and suit costs, including those associated with
any appellate or post-judgment collection proceedings.
20
11. Entire Agreement. The Franchise Agreement and this Addendum constitute the entire
agreement of the parties hereto with respect to the subject matter of this Addendum, and supersede any and all
previous agreements between the parties, whether written or oral, with respect to such subject matter. In the
event of a conflict between the terms of the Franchise Agreement and the terms of this Addendum, the terms of
this Addendum will control. Except as amended hereby, all the other terms and conditions of the Franchise
Agreement are ratified and confirmed.
12. Multiple Copies or Counterparts of Addendum; E-Signature. The original and one or more
copies of this Addendum may be executed by one or more of the parties hereto. In such event, all of such
executed copies shall have the same force and effect as the executed original and all of such counterparts taken
together shall have the effect of a fully executed original. An electronically-signed copy of this Addendum
delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as
delivery of an original signed copy of this Addendum.
delivered this Addendum the date and year first written above.
BRIGHTWAY:
By: _________________________________
AAO:
By: _________________________________
GUARANTOR:
____________________________________
____________________________________

21
EXHIBIT F-2:
FINANCED RETAIL AGENCY CONVERSION ADDENDUM AND NOTE

Retali Agency Conversion Addendum
22
FINANCED RETAIL AGENCY CONVERSION ADDENDUM
This FINANCED RETAIL AGENCY CONVERSION ADDENDUM (the “Addendum”) to the Brightway
Insurance, LLC Franchise Agreement is made and entered into this _____________ (the “Effective Date”), by and
between Brightway Insurance, LLC, a Florida limited liability company (“Brightway”), __________________, a
_________________________ with an address at _______________________ (“AAO”), and
________________, an individual (“Guarantor”).
BACKGROUND
A. On _____________, Brightway and AAO entered into a franchise agreement (the “Franchise
Agreement”), pursuant to which AAO obtained the right and undertook the obligation to operate a franchised
Brightway Insurance location as an “Office Agency” at the following address:
___________________________________ (the “Brightway Location”). Additionally, Guarantor entered into
the “Guaranty of AAO’s Undertakings” attached as an exhibit to the Franchise Agreement (the “Guaranty”),
under which he agreed to personally guarantee AAO’s obligations under the Franchise Agreement.
B. Brightway offers qualified associate agency owners the opportunity to operate a retail insurance
agency from an approved retail office space as a “Retail Agency.” The Retail Agency model provides for a higher
commission split than the Office Agency model, as described more fully in this Addendum.
C. AAO wishes to convert its Brightway Location from an Office Agency to a Retail Agency and
Brightway is willing to consent to AAO’s request to convert the Brightway Location to a Retail Agency, pursuant
to the terms and conditions of the Franchise Agreement and this Addendum.
AGREEMENT
1. Retail Agency Conversion Fee. In consideration of the execution of this Addendum and as a
requirement to convert the Brightway Location to a Retail Agency, AAO agrees to pay Brightway a non-
refundable “Retail Agency Conversion Fee” in the amount of Forty-Three Thousand Two Hundred Dollars
($43,200), which shall be paid in accordance with Section 2 of this Addendum. Upon payment of the Retail
Agency Conversion Fee, and subject to AAO’s compliance with the terms of the Franchise Agreement and this
Addendum, the parties hereby agree that the Brightway Location shall be deemed a “Retail Agency” for all
purposes described in the Franchise Agreement and in Brightway’s Confidential Operating Manual.
2. Retail Agency Conversion Fee Note. Contemporaneously with the execution of this Addendum,
AAO and Guarantors shall enter into Brightway’s prescribed form of promissory note and guaranty (the “Note”),
a copy of which is attached hereto as Attachment A, and which provides for the financing of the Forty-Three
Thousand Two Hundred Dollar ($43,200) Commission Enhancement Fee.
3. Approved Premises. Notwithstanding anything to the contrary set forth in the Franchise
Agreement, on or before ____________________ AAO will operate the Brightway Location from a retail office
space that is approved by Brightway in writing. As set forth more fully in Section 6(b)(xiii) of the Franchise

23
Agreement, AAO is prohibited from moving or relocating the Brightway Location without Brightway’s prior
written consent.
4. Staffing and Onboarding Requirements. AAO acknowledges that AAO must comply with the
staffing and onboarding requirements for Retail Agencies set forth in Brightway’s Confidential Operating
Manual. AAO agrees and acknowledges that failure to comply with the requirements of Sections 2 and 3 of this
Addendum will result in the automatic reversion of AAO’s Brightway Sales Commissions to those of a
commission enhanced Office Agency until Brightway determines AAO has complied with all staffing and
premises requirements.
5. Brightway Sales Commissions. Subject to AAO’s compliance with the terms of this Addendum,
Sections 8(a) and 8(b) of the Franchise Agreement are hereby deleted in their entirety and replaced with the
following:
a. New Business. Except as set forth below, Brightway shall pay AAO eighty five percent
(85%) of all Brightway Sales Commissions received on all New Business from Client Accounts generated by AAO,
and Brightway shall be entitled to retain the remaining fifteen percent (15%).
b. Renewal Business. Except as set forth below, Brightway shall pay AAO fifty five percent
(55%) of all Brightway Sales Commissions received on all Renewal Business from Client Accounts generated by
AAO, and Brightway shall be entitled to retain the remaining forty five percent (45%).
6. Release by AAO and Guarantor. AAO and Guarantor, for themselves and all persons and
entities claiming by, through, or under them, release, acquit and forever discharge Brightway and its present
and former officers, employees, shareholders, directors, agents, servants, representatives, affiliates, successors,
and assigns (the “Brightway Releasees”) from all obligations, claims, debts, demands, covenants, contracts,
promises, agreements, liabilities, costs, attorneys’ fees, actions or causes of action whatsoever, whether known
or unknown, which they, by themselves, on behalf of, or in conjunction with any other person, persons or entity
have, had or claim to have against the Brightway Releasees, including but not limited to those arising out of or
related to the offer, sale, or operation of the Brightway Location, the parties’ rights or obligations under the
Franchise Agreement or Guaranty, or any and all rights, obligations or claims under any state franchise
regulations or franchise relationship laws. AAO and Guarantor warrant and represent that they have not
assigned or otherwise transferred any claim or cause of action released by this Addendum.
7. Termination. This Addendum will automatically terminate without notice upon the termination
or expiration and non-renewal of the Franchise Agreement for any reason.
8. Defined Terms. Terms defined in the Franchise Agreement and not defined in this Addendum
have the meaning defined in the Franchise Agreement.
9. Binding Effect. This Addendum will inure to the benefit of, and will be binding upon, the parties
hereto and their respective successors and assigns.
10. Severability. In case any covenant, condition, term or provision contained in this Addendum
conditions, terms and provisions contained in this Addendum, and the validity of the remaining part of any term

24
or provision held to be partially invalid, illegal or unenforceable, shall in no way be affected, prejudiced, or
disturbed thereby.
this Addendum between the parties hereto, the prevailing party shall be entitled to recover from the other party
or parties all reasonable attorneys’ and paralegals’ fees, expenses and suit costs, including those associated with
any appellate or post-judgment collection proceedings.
agreement of the parties hereto with respect to the subject matter of this Addendum, and supersede any and all
previous agreements between the parties, whether written or oral, with respect to such subject matter. In the
event of a conflict between the terms of the Franchise Agreement and the terms of this Addendum, the terms of
this Addendum will control. Except as amended hereby, all the other terms and conditions of the Franchise
Agreement are ratified and confirmed.
13. Multiple Copies or Counterparts of Addendum; E-Signature. The original and one or more
copies of this Addendum may be executed by one or more of the parties hereto. In such event, all of such
executed copies shall have the same force and effect as the executed original and all of such counterparts taken
together shall have the effect of a fully executed original. An electronically-signed copy of this Addendum
delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as
delivery of an original signed copy of this Addendum.
delivered this Addendum the date and year first written above.
BRIGHTWAY:
By: _________________________________
AAO:
By: _________________________________
GUARANTOR:
____________________________________
____________________________________

25
ATTACHMENT A
PROMISSORY NOTE AND GUARANTY
Date of Note: __________________
Principal Amount: Forty-Three Thousand Two Hundred Dollars ($43,200)
Maturity Date: 21st day of the month following the earlier of the termination or non-
renewal of the Franchise Agreement or termination of the Retail Agency
Conversion Addendum, or the 21st day of the month exactly forty-eight
(48) months after the Date of Note.
Interest Rate: No interest shall accrue on the Principal Amount
Maker: _______________, a _____________________
Payee: Brightway Insurance, LLC, a Florida limited liability company
Payee’s Address: 3733 University Boulevard West, Suite 100

FOR VALUE RECEIVED, Maker hereby covenants and promises to pay to the order of Payee, or to Payee’s
successors or assigns, at Payee’s Address, or at such other place as Payee may designate to Maker in writing
from time to time, in legal tender of the United States of America in immediately available funds, the
Principal Amount which shall be due and payable in full on the Maturity Date.
No interest shall accrue on the Principal Amount.
Maker may prepay the entire outstanding Principal Amount balance of this Note, without penalty, at any
time. Maker may make a partial prepayment no more than one (1) time every three hundred sixty-five (365)
days.
Any amount which is not paid within five (5) calendar days after the date on which it is due and payable will
be subject to a late fee equal to five percent (5%) of such overdue amount.
This Note is being executed in connection with the Brightway Insurance, LLC Retail Agency Conversion
Addendum (the “Retail Agency Conversion Addendum”), and the terms thereof are hereby incorporated by
reference.
On the earlier of (a) the termination or expiration and non-renewal of the Franchise Agreement, (b) any
transfer or assignment of the Franchise Agreement to a third party, if the assignee does not also assume this
Note, or (c) the termination of the Retail Agency Conversion Addendum, the aggregate unpaid Principal
Amount and all other amounts payable under this Note shall be due and payable on the earlier of: (i) the
twenty-first (21st) day of the month immediately following the termination or expiration of the Franchise
Agreement, (ii) the effective date of any transfer of the Franchise Agreement that does not include an
assignment of this Note, or (iii) the twenty-first (21st) day of the month immediately following the

termination of the Retail Agency Conversion Addendum. In the event payment is governed by this paragraph,
the foregoing shall constitute the Maturity Date.
If not due earlier pursuant to the preceding paragraph, the Principal Amount shall be due and payable as
follows: Beginning on the 21st day of the month following the Date of Note, and continuing every month
thereafter for forty-seven (47) consecutive months (48 monthly payments total), Maker shall remit to payee
an amount equal to Nine Hundred Dollars ($900) per month. In the event payment is governed by this
paragraph, the Maturity Date shall be the date exactly forty-eight (48) months after the Date of Note. All
amounts outstanding under this Note shall be due and payable on the applicable Maturity Date.
DOCUMENTARY STAMP TAXES IN THE AMOUNT OF $______ HAVE BEEN PAID TO THE FLORIDA DEPARTMENT
OF REVENUE IN CONNECTION WITH THE INDEBTEDNESS EVIDENCED BY THIS PROMISSORY NOTE. [OR – THIS
PROMISSORY NOTE WAS MADE, EXECUTED, DELIVERED AND ACCEPTED OUTSIDE THE STATE OF FLORIDA
AND ACCORDINGLY NO FLORIDA DOCUMENTARY STAMP TAXES ARE DUE AND OWING IN CONNECTION
THEREWITH]
This Note is also executed and delivered in connection with that certain Franchise Agreement by and among
Maker and Payee dated as of the same date of this Note (the “Franchise Agreement”) and is subject to the
The occurrence of any one or more of the following events shall constitute an “Event of Default” under this
Note:
(a) The failure by Maker to pay, when due, any principal or other monetary amounts due
under this Note, the Franchise Agreement or any other franchise or other agreement between Payee and
Maker or Maker’s affiliates; or
(b) The failure of Maker to perform or observe, in a prompt and timely manner, any
obligation, term, provision, covenant or agreement contained in this Note, the Retail Agency Conversion
Addendum, the Franchise Agreement or any other franchise or other agreement between Payee and Maker
or Maker’s affiliates.
Upon the occurrence of an Event of Default, all of the then-outstanding balance of the Principal Amount and
any accrued late fees shall, at the option of Payee, then become due and payable immediately without
presentment, demand or notice of any kind. Failure to exercise this option shall not constitute a waiver of
the right to exercise the same in the event of any subsequent Event of Default.
Upon the occurrence of an Event of Default, Payee shall also be entitled to set off any amounts Maker owes
to Payee under the terms of this Note against any amounts Payee owes to Maker or its affiliates under the
Franchise Agreement (or any other franchise or other agreement between Payee and Maker or its affiliates).
No act of omission or commission of Payee, including specifically any failure to exercise any right, remedy or
recourse, shall be a waiver of any right, remedy or recourse unless in a writing executed by Payee, and then
only to the extent specifically recited therein. A waiver or release with reference to one event shall not be
construed as continuing, as a bar to, or as a waiver or release of any subsequent right, remedy or recourse as
to any subsequent event.

Time is of the essence in this Note. In the event of any default hereunder, Maker further agrees that Maker
shall pay all costs of collection and enforcement of this Note, including all costs, expenses and attorneys’ fees
for any hearing, trial, retrial, rehearing or appeals.
This Note may not be changed, altered, modified, or terminated orally, but only by an agreement or
discharge in writing signed or delivered by Payee, including without limitation any replacement Schedule I
delivered by Payee to Maker pursuant to the terms of this Note.
Maker hereby waives presentment, protest and notice of dishonor and further agrees to all extensions and
renewals of this Note as Payee may, in its discretion, grant, and does further waive the right to receive any
and all other notices as may be required under applicable law.
The persons executing this Note on behalf of entities acknowledge their authority to do so. Maker represents
and warrants that no third-party consent is required for delivery or execution of this Note.
Maker’s obligations hereunder shall not be assigned by Maker without the consent of Payee. This Note shall
bind Maker and its permitted successors and assigns. If this Note is transferred by Payee, a new note of like
tenor, date and maturity shall be issued to the transferee upon the surrender hereof for cancellation.
This Note shall be subject to and governed by the laws of the State of Florida, without regard to such state’s
choice of law provisions. Maker hereby irrevocably consents to the jurisdiction and venue of the courts in
Duval County, Florida and of any federal court located in the Middle District of Florida in connection with any
action or proceeding arising out of or relating to this Note or a default of this Note.
If any provision of this Note is deemed illegal under any state or federal law, then such provision shall not be
considered part of this Note and the remainder of this note shall not be affected.
Maker hereby waives any right to a trial by jury in any civil action arising out of, or based upon, this Note.
In consideration of Payee entering into this Note, Maker, for itself and all persons and entities claiming by,
through, or under it, releases, acquits and forever discharges Payee and its present and former officers,
employees, shareholders, directors, agents, servants, representatives, affiliates, successors, and assigns (the
“Payee Releasees”) from all obligations, claims, debts, demands, covenants, contracts, promises, agreements,
liabilities, costs, attorneys’ fees, actions or causes of action whatsoever, whether known or unknown, which
Maker, by itself, on behalf of, or in conjunction with any other person, persons, or entity, have, had or claim
to have against the Payee Releasees arising out of or related to the offer or sale of the Commission
Enhancement Addendum, Franchise Agreement, and the operation of any franchised Brightway Insurance
location owned by Maker or its affiliates.
TO SECURE PAYMENT, MAKER IRREVOCABLY AUTHORIZES ANY ATTORNEY OF ANY COURT OF RECORD TO
APPEAR FOR MAKER IN SUCH COURT AT ANY TIME AFTER THE PAYMENT DEADLINE AND CONFESS A
JUDGMENT WITHOUT PROCESS IN FAVOR OF PAYEE FOR SUCH AMOUNT AS MAY APPEAR TO BE UNPAID,
TOGETHER WITH THE COSTS AND REASONABLE ATTORNEYS’ FEES AMOUNTING TO THE GREATER OF TWO
THOUSAND DOLLARS ($2,000) OR TEN PERCENT (10%) OF THE UNPAID BALANCE THEN DUE UNDER THIS
NOTE. MAKER WAIVES AND RELEASES PAYEE FROM ALL ERRORS IN SUCH PROCEEDINGS, AND CONSENTS
TO THE IMMEDIATE EXECUTION UPON ANY SUCH JUDGMENT, AND RATIFIES AND CONFIRMS ALL THAT THE
ATTORNEY MAY DO BY VIRTUE OF SUCH JUDGMENT. MAKER WAIVES AND RELEASES, TO THE EXTENT
PERMITTED BY LAW, ALL BENEFIT AND RELIEF FROM ANY AND ALL APPRAISEMENT, STAY, OR EXEMPTION
LAWS OF ANY STATE, NOW AND IN THE FUTURE ENACTED. PAYEE’S RIGHT TO ENTER JUDGMENT BY
CONFESSION SHALL NOT BE EXHAUSTED BY THE ENTRY OF SUCH JUDGMENT, AND PAYEE SHALL HAVE THE
RIGHT TO ENTER SUCCESSIVE JUDGMENTS PURSUANT TO THIS NOTE.
I HAVE READ THE ABOVE NOTE AND UNDERSTAND ITS TERMS. I WOULD NOT SIGN THIS NOTE IF I DID NOT
UNDERSTAND AND AGREE TO BE BOUND BY ITS TERMS.
MAKER:
By: _____________________________
Date: ___________________________

GUARANTY OF PAYMENT AND PERFORMANCE
For value received and intending to be legally bound, the undersigned do each hereby jointly and
severally guarantee the payment of the foregoing Promissory Note made by ____________ (the
“Maker”), for the benefit of Brightway Insurance, LLC, a Florida limited liability company, dated as of
_____________ (the “Note”), in the original principal amount of Forty-Three Thousand Two Hundred
Dollars ($43,200) and all extensions or renewals thereof and all sums payable under or by virtue thereof,
including, without limitation, all amounts of principal and all expenses (including attorneys’ fees and
costs) incurred in the collection thereof, the enforcement of rights thereunder and hereof, and further,
waives presentment, demand, notice of dishonor, protest and all other notices whatsoever to the fullest
extent permitted by law.
This Guaranty shall bind the undersigned and their respective successors, heirs, executors and
administrators, irrespective of the lack of any advance notice or consent of the undersigned, for their
obligations hereunder. This Guaranty shall be continuing, absolute, unconditional and irrevocable. This
Guaranty is a guaranty of prompt payment and performance (and not merely a guaranty of collection).
The holder of the Note shall not be obligated to first enforce or resort to any other remedies it may have
for the payment of any indebtedness covered by this Guaranty before the undersigned shall become
liable hereunder. The undersigned hereby consent and agree that: (i) the undersigned may be sued by
the holder of the Note with or without joining the Maker of the Note, and without first or
contemporaneously suing the Maker or otherwise seeking or proceeding to collect from the Maker; and
(ii) the payment of the Note, or any of the liabilities of the Maker thereof, may be extended or the Note
renewed any number of times and for any period without notice.
If any part of this Guaranty shall be adjudged invalid or not enforceable, then such partial invalidity or
unenforceability shall not cause the remainder of this Guaranty to be or to become invalid or
unenforceable, and if a provision hereof is held invalid or unenforceable in one or more of its
applications, the parties hereto agree that said provisions shall remain in effect in all valid or
enforceable applications that are severable from the invalid or unenforceable applications.
None of the terms and provisions of this Guaranty shall be waived, altered or amended except by a
writing, duly signed by an appropriate representative of the holder of the Note and by the undersigned.
The use of the singular herein may also refer to the plural, and vice versa, and the use of the neuter or
any gender shall be applicable to any other gender or the neuter. If more than one person has executed
this Guaranty, the term “the undersigned,” as used herein shall refer to each such person and the
liability of each of the undersigned hereunder shall be joint and several and primary.
IN WITNESS WHEREOF, each of the undersigned certifies that he or she has read and understands the
foregoing Note and this Guaranty; is capable and empowered to sign this Guaranty; and has hereunder
voluntarily executed this Guaranty as of _______________.
GUARANTORS:
________________________________
________________________________
EXHIBIT F-3:
RETAIL AGENCY INITIAL FEE NOTE

Retail Agency Initial Fee Note
Date of Note: __________________
Principal Amount: Forty-Three Thousand Two Hundred Dollars ($43,200)
renewal of the Franchise Agreement, or the 21st day of the month
exactly sixty-six (66) months after Maker opens and commences
operation of the Brightway Location governed by the Franchise
Agreement.
Maker: _______________, a _____________________

This Note is being executed in connection with the Brightway Insurance franchise agreement between Maker
and Payee dated _____________ (“Franchise Agreement”), and the terms thereof are hereby incorporated
by reference.
days.
On the earlier of (a) the termination or expiration and non-renewal of the Franchise Agreement, or (b) any
Note, the aggregate unpaid Principal Amount and all other amounts payable under this Note shall be due and
payable on the earlier of: (i) the twenty-first (21st) day of the month immediately following the termination or
expiration of the Franchise Agreement, or (ii) the effective date of any transfer of the Franchise Agreement
that does not include an assignment of this Note. In the event payment is governed by this paragraph, the
foregoing shall constitute the Maturity Date.

follows: Beginning on the 21st day of the nineteenth (19th) month after Maker opens and commences
operation of the Brightway Location governed by the Franchise Agreement, and continuing every month
thereafter for forty-seven (47) consecutive months (48 monthly payments total), Maker shall remit to payee
an amount equal to Nine Hundred Dollars ($900) per month. In the event payment is governed by this
paragraph, the Maturity Date shall be the 21st day of the month exactly sixty-six (66) months after Maker
opens and commences operation of the Brightway Location governed by the Franchise Agreement. All
amounts outstanding under this Note shall be due and payable on the applicable Maturity Date.
THEREWITH]
Note:
obligation, term, provision, covenant or agreement contained in this Note, the Retail Agency Conversion

MAKER:
By: _____________________________
Date: ___________________________

_____________ (the “Note”), in the original principal amount of Forty-Three Thousand Two Hundred
GUARANTORS:
________________________________
________________________________
EXHIBIT G:
STATE SPECIFIC ADDENDA

State Specific Addenda
CALIFORNIA ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT
1. Neither the franchisor nor any person in Item 2 of the Disclosure Document is subject to any
currently effective order of any national securities association or national securities exchange as
defined in the Securities Exchange Act of 1934, 15 U.S.C.A. 78a et seq., suspending or expelling
such person from membership in that association or exchange.
2. The California Franchise Investment Law requires that a copy of all proposed agreements
relating to the sale of the franchise be delivered together with the Disclosure Document.
3. The Franchise Agreement requires non-binding mediation and then litigation. The non-binding
mediation and then litigation will occur at a site chosen by the mediators/court with the costs
being borne by each party except where a party fails to comply with the mediation/litigation
provisions of the Franchise Agreement, in which case, that party shall be liable to the other
party for all costs and attorneys’ fees incurred by the other party to enforce the
mediation/litigation provision.
4. The following paragraphs are added at the end of Item 17 of the Disclosure Document:
A. Termination and Non-Renewal:
California Business and Professional Code Sections 20000 through 20043 provide rights to
franchisees concerning termination or non-renewal of a franchise. If the Franchise Agreement
contains any provision that is inconsistent with the law, the law, as amended from time to time,
will control.
B. Post Termination Non-Competition Covenants:
Any non-competition and non-solicitation agreement containing a covenant not to compete that
extends beyond the termination/expiration of the franchise may not be enforceable under
California law.
C. Termination upon Insolvency, Bankruptcy or Reorganization:
Where the Franchise Agreement provides for termination upon insolvency, bankruptcy or
reorganization, such a provision might not be enforceable under California Law.
D. Material Modifications:
Section 31125 of the Franchise Investment Law requires us to give you a Disclosure Document
approved by the Commissioner of the Department of Financial Protection and Innovation before
we ask you to consider a material modification of your Franchise Agreement.
E. Non-Competition Covenant:
A contract which restrains a former franchisee from engaging in a lawful trade or business is to
that extent void under California Business and Professions Code Section 16600.
F. General Release:
You must sign a general release if you renew or transfer your franchise. California Corporations
Code Section 31512 voids a waiver of your rights under the Franchise Investment Law (California
Corporations Code Sections 31000 through 31516). Business and Professions Code Section
20010 voids a waiver of your rights under the Franchise Relations Act (Business and Professions
Code Sections 20000 through 20043).
5. The following paragraph is added at the end of Item 19 of the disclosure document:
NOTICE REQUIRED BY THE STATE OF CALIFORNIA
The financial performance representations do not reflect the costs of sales, operating expenses
or other costs or expenses that must be deducted from the gross revenue or gross sales figures
to obtain your net income or profit. You should conduct an independent investigation of the
costs and expenses you will incur in operating your franchised business. AAOs or former AAOs,
listed in the Disclosure Document, may be one source of this information.
6. OUR WEBSITE HAS NOT BEEN REVIEWED OR APPROVED BY THE CALIFORNIA DEPARTMENT OF
FINANCIAL PROTECTION AND INNOVATION. ANY COMPLAINTS CONCERNING THE CONTENT OF
THIS WEBSITE MAY BE DIRECTED TO THE CALIFORNIA DEPARTMENT OF FINANCIAL PROTECTION
AND INNOVATION AT www.dfpi.ca.gov.
7. The highest interest rate allowed in California is 10% annually.

CALIFORNIA ADDENDUM TO THE FRANCHISE AGREEMENT
ALL FRANCHISE AGREEMENTS EXECUTED IN AND OPERATIVE WITHIN THE STATE OF CALIFORNIA ARE
HEREBY AMENDED AS FOLLOWS:
1. Section 31125 of the California Corporation Code requires the Franchisor to give you a
Disclosure Document, in a form and containing such information as the Commissioner may by
rule or order require, prior to solicitation of a proposed material modification of an existing
franchise.
2. California Business and Professions Code Sections 20000 through 20043 provide rights to the
AAO concerning termination or non-renewal of a franchise. If the Franchise Agreement contains
a provision that is inconsistent with the law, the law will control.
3. The Franchise Agreement provides for termination upon bankruptcy. This provision may not be
enforceable under federal bankruptcy law (11 U.S.C.A. Sec 101 et seq.).
4. The Franchise Agreement contains a covenant not to compete which extends beyond the
termination of the franchise. This may not be enforceable under California law.
5. The Franchise Agreement requires non-binding mediation followed by litigation in Duval County,
Florida. This provision may not be enforceable under California law.
The undersigned hereby acknowledge and agree that this addendum is hereby made part of and
incorporated into the foregoing Franchise Agreement.
BRIGHTWAY INSURANCE, LLC AAO
By: By:
Name: Name:
Title: Title:
Date Signed: Date Signed:

ILLINOIS ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT
NOTICE TO PROSPECTIVE AAOs IN THE STATE OF ILLINOIS
Illinois law governs the Franchise Agreement.
In conformance with Section 4 of the Illinois Franchise Disclosure Act, any provision in a franchise
agreement that designates jurisdiction and venue in a forum outside of Illinois is void. However, a
franchise agreement may provide for arbitration to take place outside of Illinois.
Your rights upon Termination and Non-Renewal are set forth in Sections 19 and 20 of the Illinois
Franchise Disclosure Act.
In conformance with Section 41 of the Illinois Franchise Disclosure Act, any condition, stipulation or
provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois
Franchise Disclosure Act or any other law of Illinois is void.
The Illinois Attorney General’s Office has required us to obtain a surety bond because of our financial
condition. We have obtained a surety bond in the sum of $60,000, and that bond is on file with the
Illinois Attorney General’s Office.

ILLINOIS ADDENDUM TO THE FRANCHISE AGREEMENT
ALL FRANCHISE AGREEMENTS EXECUTED IN AND OPERATIVE WITHIN THE STATE OF ILLINOIS ARE
1. Illinois law governs the Franchise Agreement.
2. In conformance with Section 4 of the Illinois Franchise Disclosure Act, any provision in a
franchise agreement that designates jurisdiction and venue in a forum outside of Illinois is void.
However, a franchise may provide for arbitration to take place outside of Illinois.
3. Your rights upon Termination and Non-Renewal are set forth in sections 19 and 20 of the Illinois
Franchise Disclosure Act.
4. In conformance with Section 41 of the Illinois Franchise Disclosure Act, any condition, stipulation
or provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois
Franchise Disclosure Act or any other law of Illinois is void.
5. The Illinois Attorney General’s Office has required us to obtain a surety bond because of our
financial condition. We have obtained a surety bond in the sum of $60,000, and that bond is on file with
the Illinois Attorney General’s Office.
By: By:
Name: Name:
Title: Title:

INDIANA ADDENDUM TO THE FRANCHISE AGREEMENT
ALL FRANCHISE AGREEMENTS EXECUTED IN AND OPERATIVE WITHIN THE STATE OF INDIANA ARE
1. Any agreement executed in and operative within the State of Indiana shall be governed by
applicable Indiana franchise laws and the right of any AAO to institute a civil action or initiate
mediation proceedings within the State of Indiana shall not be deemed to have been abridged in
any form or manner by any provisions contained in this Franchise Agreement.
2. In compliance with Indiana Code Section 12-2-2.7-1(9), any provisions in this Franchise
Agreement relating to non-competition upon the termination or non-renewal of the Franchise
Agreement shall be construed in accordance with Indiana Code Section 23-2-2.7-1(9).
3. Indiana Code Section 23-2-2.7-1(10) prohibits the choice of an exclusive forum other than
Indiana.
4. Indiana Code Section 23-2.2.7-1(10) prohibits the limitation of litigation. The Indiana Secretary
of State has interpreted this section to prohibit provisions in contracts regarding liquidated
damages. Accordingly, any provisions in the Franchise Agreement regarding liquidated damages
may not be enforceable.
5. In compliance with Indiana Code Section 23-2-2.7-1(10), any inference contained in the
Franchise Agreement to the effect that the Franchisor “is entitled” to injunctive relief shall,
when applicable to a Franchise Agreement executed in and operative within the State of
Indiana, hereby be deleted, understood to mean and replaced by the words “may seek.”
6. Indiana Code Sections 23-2-2.5 and 23-2-2.7 supersede the choice of law clauses of the
Franchise Agreement.
7. Indiana Code Section 23-2.2.7-1 makes it unlawful for a franchisor to terminate a franchise
without good cause or to refuse to renew a franchise on bad faith.
8. In compliance with Indiana Code Section 23-2-2.7-1(5), any requirement that the AAO must
execute a release upon termination of the Franchise Agreement shall not be mandatory and is
hereby made discretionary. However, AAO shall execute all other documents necessary to fully
rescind all agreements between the parties under the Franchise Agreement.
Signatures Appear on the Following Page.

By: By:
Name: Name:
Title: Title:

MARYLAND ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT
1. Item 5 of the Disclosure Document shall be amended as follows:
The Maryland Securities Commissioner has required us to obtain a surety bond because of our
financial condition. We have obtained a surety bond in the sum of $60,000, and that bond is on
file with the Maryland Securities Division. If we fail to strictly comply with all applicable
provisions of, and all orders, rules, and regulations issued pursuant to, the Maryland Franchise
Registration and Disclosure Law, we may become liable for the payment of the bond sum to the
State of Maryland for the use and benefit of any person(s) that have a claim under the
conditions of the bond obligation.
2. Item 17(c) of the Disclosure Document shall be amended as follows:
The general release required as a condition of the renewal of an existing franchise by an AAO
shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
3. Item 17(m) of the Disclosure Document shall be amended as follows:
The general release required as a condition of the sale or assignment/transfer of an existing

franchise by an AAO shall not apply to any liability under the Maryland Franchise Registration
and Disclosure Law.
4. Item 17(v) and 17(w) of the Disclosure Document shall be amended as follows:
Despite the provisions of Item 17, the AAO may sue in the State of Maryland for claims arising
under the Maryland Franchise Registration and Disclosure Law.
5. Item 17 of the Disclosure Document shall be amended as follows:
Any claims arising under the Maryland Franchise Registration and Disclosure Law must be
brought within 3 years after the grant of the franchise.
incorporated into the foregoing Disclosure Document.
By: By:
Name: Name:
Title: Title:

MARYLAND ADDENDUM TO THE FRANCHISE AGREEMENT, MULTI-UNIT PROGRAM AGREEMENT
ALL FRANCHISE AGREEMENTS EXECUTED WITH RESIDENTS OF MARYLAND OR FRANCHISES TO BE

OPERATING WITHIN THE STATE OF MARYLAND, AS WELL AS ANY APPLICABLE PROVISIONS OF THE
MULTI-UNIT PROGRAM AGREEMENT, ARE HEREBY AMENDED AS FOLLOWS:
1. Despite anything to the contrary contained in the Franchise Agreement, the general release
required as a condition of renewal, sale, or assignment/transfer of an existing franchise by an
AAO shall not apply to any liability under the Maryland Franchise Registration and Disclosure
Law.
2. Despite the provisions of Section 24 of the Franchise Agreement, the AAO may sue in the State
of Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.
3. All representations requiring prospective franchisees to assent to a release, estoppel or waiver

of liability are not intended to nor shall they act as a release, estoppel or waiver of any liability
incurred under the Maryland Franchise Registration and Disclosure Law.
4. The provisions in the Franchise Agreement providing for termination upon bankruptcy of the
AAO may not be enforceable under federal bankruptcy law (11 U.S.C. § 101 et seq.).
5. Despite the provisions of Section 24(f) of the Franchise Agreement, any claims arising under the
Maryland Franchise Registration and Disclosure Law must be brought within 3 years after the
grant of the franchise.
6. The Maryland Securities Commissioner has required us to obtain a surety bond because of our
financial condition. We have obtained a surety bond in the sum of $60,000, and that bond is on
file with the Maryland Securities Division. If we fail to strictly comply with all applicable
provisions of, and all orders, rules, and regulations issued pursuant to, the Maryland Franchise
Registration and Disclosure Law, we may become liable for the payment of the bond sum to the
State of Maryland for the use and benefit of any person(s) that have a claim under the
conditions of the bond obligation.
By: By:
Name: Name:
Title: Title:

MICHIGAN ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT
NOTICE TO PROSPECTIVE FRANCHISEES IN THE STATE OF MICHIGAN
THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE SOMETIMES FOUND IN
FRANCHISE DOCUMENTS. IF ANY OF THE FOLLOWING PROVISIONS ARE IN THESE FRANCHISE
DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOT BE ENFORCED AGAINST YOU.
(A) A prohibition on the right of a franchisee to join an association of franchisees.
(B) A requirement that a franchisee assent to release, assignment, novation, waiver, or estoppel which
deprives a franchisee of rights and protections provided in this act. This shall not preclude a franchisee,
after entering into a Franchise Agreement, from settling any and all claims.
(C) A provision that permits a franchisor to terminate a franchise prior to the expiration of its term
except for good cause. Good cause shall include the failure of the franchisee to comply with any lawful
provision of the Franchise Agreement and to cure such failure after being given written notice thereof
and a reasonable opportunity, which in no event need be more than 30 days, to cure such failure.
(D) A provision that permits a franchisor to refuse to renew a franchise without fairly compensating the
franchisee by repurchase or other means for the fair market value at the time of expiration of the
franchisee’s inventory, supplies, equipment, fixtures, and furnishings. Personalized materials which have
no value to the franchisor and inventory, supplies, equipment, fixtures and furnishings not reasonably
required in the conduct of the franchise business are subject to compensation. This subsection applies
only if: (1) the term of the franchise is less than 5 years and (2) the franchisee is prohibited by the
franchise or other agreement from continuing to conduct substantially the same business under another
trademark, service mark, trade name, logotype, advertising, or other commercial symbol in the same
area subsequent to the expiration of the franchise, or the franchisee does not receive at least 6 months
advance notice of the franchisor’s intent not to renew the franchise.
(E) A provision that permits the franchisor to refuse to renew a franchise on terms generally available to
other franchisees of the same class or type under similar circumstances. This section does not require a
renewal provision.
(F) A provision requiring that mediation or litigation be conducted outside this state. This shall not
preclude the franchisee from entering into an agreement, at the time of mediation, to conduct
mediation at a location outside this state.
(G) A provision which permits a franchisor to refuse to permit a transfer of ownership of a franchise,
except for good cause. This subdivision does not prevent a franchisor from exercising a right of first
refusal to purchase the franchise. Good cause shall include, but is not limited to:
(1) The failure of the proposed transferee to meet the franchisor’s then current reasonable
qualifications or standards.
(2) The fact that the proposed transferee is a competitor of the franchisor or subfranchisor.

(3) The unwillingness of the proposed transferee to agree in writing to comply with all
lawful obligations.
(4) The failure of the franchisee or proposed transferee to pay any sums owing to the
franchisor or to cure any default in the Franchise Agreement existing at the time of the
proposed transfer.
(H) A provision that requires the franchisee to resell to the franchisor items that are not uniquely
identified with the franchisor. This subdivision does not prohibit a provision that grants to a franchisor a
right of first refusal to purchase the assets of a franchise on the same terms and conditions as a bona
fide third party willing and able to purchase those assets, nor does this subdivision prohibit a provision
that grants the franchisor the right to acquire the assets of a franchise for the market or appraised value
of such assets if the franchisee has breached the lawful provision of the Franchise Agreement and has
failed to cure the breach in the manner provided in subdivision (C).
(I) a provision which permits the franchisor to directly or indirectly convey, assign, or otherwise transfer
its obligations to fulfill contractual obligations to the franchisee unless provision has been made for
providing the required contractual services.
THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE ATTORNEY GENERAL DOES
NOT CONSTITUTE APPROVAL, RECOMMENDATION, OR ENDORSEMENT BY THE ATTORNEY GENERAL.
ANY QUESTIONS REGARDING THIS NOTICE SHOULD BE ADDRESSED TO:

DEPARTMENT OF ATTORNEY GENERAL
CONSUMER PROTECTION DIVISION
670 LAW BUILDING, 525 W. OTTAWA STREET
LANSING, MICHIGAN 48913
Telephone (517) 373-7117

NOTICE TO PROSPECTIVE AAOs IN THE STATE OF MINNESOTA
With respect to franchises governed by Minnesota law, the Franchisor will comply with Minn. Stat. Sec.
80c. 14, Subds. 3, 4 and 5 which require, except in certain specified cases, that an AAO be given 90 days’
notice of termination (with 60 days to cure) and 180 days’ notice for non-renewal of the Franchise
Agreement.
Notwithstanding anything to the contrary in the Franchise Agreement, pursuant to Minn. Stat. Sec.
80C.21 and Minn. Rule Part 2860.4400J, the Franchisor is prohibited from requiring litigation to be
conducted outside Minnesota. In addition, nothing in the disclosure document or agreement can
abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C, or your rights
to any procedure, forum, or remedies provided for by the laws of the jurisdiction.
Notwithstanding anything contained in the Franchise Agreement to the contrary, the Franchisor shall
protect the AAO’s right to use the trademarks, service marks, trade names, logotypes, symbols, and
other commercial symbols belonging to the Franchisor and which the AAO has been permitted to use
under the Franchise Agreement.

MINNESOTA ADDENDUM TO THE FRANCHISE AGREEMENT
ALL FRANCHISE AGREEMENTS EXECUTED IN AND OPERATIVE WITHIN THE STATE OF MINNESOTA ARE
1. Notwithstanding anything contained in the Franchise Agreement to the contrary, the Franchisor
shall protect the AAO’s right to use the trademarks, service marks, trade names, logotypes,
symbols, and other commercial symbols belonging to the Franchisor and which the AAO has
been permitted to use under the Franchise Agreement.
2. With respect to franchises governed by Minnesota law, the franchisor will comply with Minn.
Stat. Sec. 80c. 14, Subds. 3, 4 and 5 which require, except in certain specified cases, that an AAO
be given 90 days’ notice of termination (with 60 days to cure) and 180 days’ notice for non-
renewal of the Franchise Agreement.
3. Any reference contained in the Franchise Agreement to the effect that the Franchisor “is
entitled” to injunctive relief, or any imputation that the AAO can waive any rights under any law
shall, in any Franchise Agreement entered into in the State of Minnesota be deleted and
replaced with the words, “may seek.”
4. Notwithstanding anything to the contrary in the Franchise Agreement, pursuant to Minn. Stat.
Sec. 80C.21 and Minn. Rule Part 2860.4400J, the Franchisor is prohibited from requiring
litigation to be conducted outside Minnesota. In addition, nothing in the Disclosure Document
or agreement can abrogate or reduce any of your rights as provided for in Minnesota Statutes,
Chapter 80C, or your rights to any procedure, forum, or remedies provided for by the laws of the
jurisdiction.
5. With respect to franchises governed by Minnesota law, Franchisor will comply with Minn. Rule
2860.4400D which prohibits a franchisor from requiring an AAO to assent to a general release as
a requirement to renew or extend.
By: By:
Name: Name:
Title: Title:

NEW YORK ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT
In recognition of the requirements of the New York General Business Law, Article 33, and of the
Codes, Rules, and Regulations of the State of New York, Title 13, Chapter VII, Section 200.2 the Franchise
Disclosure Document for Brightway Insurance, LLC for use in the State of New York shall be amended as
follows:
1. The following information is added to the cover page of the Franchise Disclosure
Document:
INFORMATION COMPARING FRANCHISORS IS AVAILABLE. CALL THE STATE

ADMINISTRATORS LISTED IN EXHIBIT A OR YOUR PUBLIC LIBRARY FOR SOURCES OF
INFORMATION. REGISTRATION OF THIS FRANCHISE BY NEW YORK STATE DOES NOT
MEAN THAT NEW YORK STATE RECOMMENDS IT OR HAS VERIFIED THE INFORMATION
IN THIS FRANCHISE DISCLOSURE DOCUMENT. IF YOU LEARN THAT ANYTHING IN THE
FRANCHISE DISCLOSURE DOCUMENT IS UNTRUE, CONTACT THE FEDERAL TRADE
COMMISSION AND NEW YORK STATE DEPARTMENT OF LAW, BUREAU OF INVESTOR
PROTECTION AND SECURITIES, 28 LIBERTY STREET, 21ST FLOOR, NEW YORK, NEW YORK
10005. THE FRANCHISOR MAY, IF IT CHOOSES, NEGOTIATE WITH YOU ABOUT ITEMS
COVERED IN THE FRANCHISE DISCLOSURE DOCUMENT. HOWEVER, THE FRANCHISOR
CANNOT USE THE NEGOTIATING PROCESS TO PREVAIL UPON A PROSPECTIVE
FRANCHISEE TO ACCEPT TERMS WHICH ARE LESS FAVORABLE THAN THOSE SET FORTH
IN THIS FRANCHISE DISCLOSURE DOCUMENT.
2. Item 3 shall be supplemented by the following:
Except as provided herein, neither we, our predecessor, nor any person
identified in Item 2 or an affiliate offering franchises under our principal trademark has
an administrative, criminal or civil action pending against that person alleging: a felony;
a violation of a franchise, antitrust or securities law; fraud, embezzlement, fraudulent
conversion, misappropriation of property; unfair or deceptive practices or comparable
civil or misdemeanor allegations. In addition, neither we, our predecessor, nor any
person identified in Item 2 or an affiliate offering franchises under our principal
trademark has any pending actions against them, other than routine litigation incidental
to the business, which are significant in the context of the number of franchisees and
the size, nature or financial condition of the franchise system or its business operations.
Except as provided herein, neither we, our predecessor, nor any person
identified in Item 2 or an affiliate offering franchises under our principal trademark has
been convicted of a felony or pleaded nolo contendere to a felony charge or, within the
10 year period immediately preceding the application for registration, has been
convicted of or pleaded nolo contendere to a misdemeanor charge or has been the
subject of a civil action alleging: violation of a franchise, antifraud or securities law;
fraud, embezzlement, fraudulent conversion or misappropriation of property, or unfair
or deceptive practices or comparable allegations.

Except as provided herein, neither we, our predecessor, any person identified in
Item 2 or an affiliate offering franchises under our principal trademark is subject to a
currently effective injunctive or restrictive order or decree relating to the franchise, or
under a federal, state or Canadian franchise, securities, antitrust, trade regulation or
trade practice law, resulting from a concluded or pending action or proceeding brought
by a public agency; or is subject to any currently effective order of any national
securities association or national securities exchange, as defined in the Securities and
Exchange Act of 1934, suspending or expelling such person from membership in such
association or exchange; or is subject to a currently effective injunctive or restrictive
order relating to any other business activity as a result of an action brought by a public
agency or department, including, without limitation, actions affecting a license as a real
estate broker or sales agent.
During the 10-year period immediately before the application for registration,
neither we nor our affiliate, any predecessor, current officers or general partner has: (a)
filed as a debtor (or had filed against it) a petition to start an action under the U.S.
Bankruptcy Code; (b) obtained a discharge of its debts under the bankruptcy code; or (c)
was a principal officer of a company or a general partner in a partnership that either
filed as a debtor (or had filed against it) a petition to start an action under the U.S.
Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy
Code during or within 1 year after our officer or general partner held this position in the
company or partnership.
The initial franchise fee constitutes part of our general operating funds and will
be used as such in our discretion.
5. The following is added to the end of the “Summary” sections of Item 17(c), titled
“Requirements for franchisee to renew or extend,” and Item 17(m), entitled “Conditions
for franchisor approval of transfer”:
However, to the extent required by applicable law, all rights you enjoy and any
causes of action arising in your favor from the provisions of Article 33 of the General
Business Law of the State of New York and the regulations issued thereunder shall
remain in force; it being the intent of this proviso that the non-waiver provisions of
General Business Law Sections 687.4 and 687.5 be satisfied.
6. Item 17, the Summary Column opposite Provision D, shall be amended to also state the
following:
The franchisee may terminate the agreement on any grounds available by law.

7. Item 17, the Summary Column opposite Provision J, shall be amended to also state the
following:
However, no assignment will be made except to an assignee, who in good faith

and judgment of the franchisor, is willing and financially able to assume the franchisor’s
obligations under the franchise agreement.
8. Item 17, the Summary Column opposite Provision V and W, shall be amended to also
state the following:
The foregoing Choice of Law should not be considered a waiver of any right
conferred upon the franchisor or the franchisee by the General Business Law of the
State of New York, Article 33.
By: By:
Name: Name:
Title: Title:

NEW YORK ADDENDUM TO THE FRANCHISE AGREEMENT
ALL FRANCHISE AGREEMENTS EXECUTED IN AND OPERATIVE WITHIN THE STATE OF NEW YORK ARE
The foregoing choice of law should not be considered a waiver of any right conferred upon Franchisor or
upon AAO by the General Business Law of the State of New York, Article 33.
By: By:
Name: Name:
Title: Title:

NORTH DAKOTA ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT
For franchises and AAOs subject to the North Dakota Franchise Investment Law, the following
information supersedes on supplements, as the case maybe, the corresponding disclosures in the main
body of the text of the Brightway Insurance, LLC Franchise Disclosure Document.
1. Item 17 is amended by the addition of the following language to the original language
that appears therein:
(a) Covenants not to compete upon termination or expiration of a Franchise

Agreement are generally unenforceable in North Dakota, except in certain
instances as provided by law.
(b) Any provision in the Franchise Agreement which designates jurisdiction or venue
or requires the AAO to agree to jurisdiction or venue in a forum outside of North
Dakota is void with respect to any cause of action which is otherwise
enforceable in North Dakota. As such, each provision providing that the
jurisdiction or venue is outside of North Dakota is deleted.
(c) Any provision in the Franchise Agreement which requires an AAO to waive his or
her right to a jury trial has been determined to be unfair, unjust and inequitable
within the intent of Section 51-19-09 of the North Dakota Franchise Investment
Law.
(d) Any provision requiring an AAO to sign a general release upon renewal of the
Franchise Agreement has been determined to be unfair, unjust and inequitable
within the intent of Section 51-19-09 of the North Dakota Franchise Investment
Law.
(e) Any provision in the Franchise Agreement requiring an AAO to agree to the
mediation of disputes at a location that is remote from the site of the AAO’s
business has been determined to be unfair, unjust and inequitable within the
intent of Section 51-19-09 of the North Dakota Franchise Investment Law.
Accordingly, the site of mediation or litigation will be agreeable to all parties
and may not be remote from AAO’s place of business.
(f) Apart from civil liability as set forth in Section 51-19-12 of the N.D.C.C., which is
limited to violations of the North Dakota Franchise Investment Law (registration
and fraud), the liability of the franchisor to an AAO is based largely on contract
law. Despite the fact that those provisions are not contained in the franchise
investment law, those provisions contain substantive rights intended to be
afforded to North Dakota residents and it is unfair to franchise investors to
require them to waive their rights under North Dakota Law. As such, any
provision in the Franchise Agreement that requires AAO to waive those
substantive rights shall be void.

(g) Any provision in the Franchise Agreement requiring that the Franchise
Agreement be construed according to the laws of a state other than North
Dakota are unfair, unjust or inequitable within the intent of Section 51-19-09 of
the North Dakota Franchise Investment Law. As such, the Franchise Agreement
shall be governed by North Dakota law.
(h) Any provision in the Franchise Agreement requiring an AAO to consent to

termination or liquidated damages is unfair, unjust or inequitable within the
(i) Any provision in the Franchise Agreement requiring an AAO to consent to a

waiver of exemplary and punitive damages is unfair, unjust or inequitable within
the intent of Section 51-19-09 of the North Dakota Franchise Investment Law.

NORTH DAKOTA ADDENDUM TO THE FRANCHISE AGREEMENT
ALL FRANCHISE AGREEMENTS EXECUTED IN AND OPERATIVE WITHIN THE STATE OF NORTH DAKOTA
ARE HEREBY AMENDED AS FOLLOWS:
1. Covenants not to compete upon termination or expiration of a Franchise Agreement

are generally unenforceable in North Dakota, except in certain instances as provided by
law.
2. Any provision in the Franchise Agreement which designates jurisdiction or venue or

requires the AAO to agree to jurisdiction or venue in a forum outside of North Dakota is
void with respect to any cause of action which is otherwise enforceable in North Dakota.
As such, each provision providing that the jurisdiction or venue is outside of North
Dakota is deleted.
3. Any provision in the Franchise Agreement which requires an AAO to waive his or her
right to a jury trial has been determined to be unfair, unjust and inequitable within the
4. Any provision requiring an AAO to sign a general release upon renewal of the Franchise
Agreement has been determined to be unfair, unjust and inequitable within the intent
of Section 51-19-09 of the North Dakota Franchise Investment Law.
5. Any provision in the Franchise Agreement requiring an AAO to agree to the mediation of
disputes at a location that is remote from the site of the AAO’s business has been
determined to be unfair, unjust and inequitable within the intent of Section 51-19-09 of
the North Dakota Franchise Investment Law. Accordingly, the site of mediation or
litigation will be agreeable to all parties and may not be remote from AAO’s place of
business.
6. Apart from civil liability as set forth in Section 51-19-12 of the N.D.C.C., which is limited
to violations of the North Dakota Franchise Investment Law (registration and fraud), the
liability of the franchisor to an AAO is based largely on contract law. Despite the fact that
those provisions are not contained in the franchise investment law, those provisions
contain substantive rights intended to be afforded to North Dakota residents and it is
unfair to franchise investors to require them to waive their rights under North Dakota
Law.
7. Any provision in the Franchise Agreement requiring that the Franchise Agreement be
construed according to the laws of a state other than North Dakota are unfair, unjust or
inequitable within the intent of Section 51-19-09 of the North Dakota Franchise
Investment Law.
8. Any provision in the Franchise Agreement requiring an AAO to consent to termination or

liquidated damages is unfair, unjust or inequitable within the intent of Section 51-19-09
of the North Dakota Franchise Investment Law.

9. Any provision in the Franchise Agreement requiring an AAO to consent to a waiver of
exemplary and punitive damages is unfair, unjust or inequitable within the intent of
Section 51-19-09 of the North Dakota Franchise Investment Law.
By: By:
Name: Name:
Title: Title:

RHODE ISLAND ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT
For franchises subject to the Rhode Island statutes and regulations, the following information
supersedes or supplements, as the case may be, the corresponding disclosures in the main body of the
text of the Brightway Insurance, LLC Franchise Disclosure Document.
Item 17:
1. §19-28.1-14 of the Rhode Island Franchise Investment Act provides that “A provision in the
Franchise Agreement restricting jurisdiction or venue to a forum outside this state or requiring
the application of the laws of another state is void with respect to a claim otherwise
enforceable under this Act.”
2. The Rhode Island Franchise Investment Act requires a franchisor to deliver a copy of a
disclosure document reflecting all material changes together with a copy of all proposed
agreements relating to the sale of the franchise at the earlier of: (i) the prospective AAO’s first
personal business meeting with the franchisor which is held for the purpose of discussing the
sale or possible sale of the franchise, or (ii) ten business days prior to the execution of an
agreement or payment of any consideration relating to the franchise relationship.

RHODE ISLAND ADDENDUM TO THE FRANCHISE AGREEMENT
ALL FRANCHISE AGREEMENTS EXECUTED IN AND OPERATIVE WITHIN THE STATE OF RHODE ISLAND
1. Pursuant to the Rhode Island Franchise Investment Act, the choice of jurisdiction and venue
provisions of this Franchise Agreement shall be governed by Section 19-28.1-14 of the Act.
2. Pursuant to Section 19-28.1-15 of the Act, any condition, stipulation or provision in the
Franchise Agreement requiring an AAO to waive compliance with or relieving a person of a duty
of liability imposed by or a right provided by this Act or a rule or order under this Act is void. An
acknowledgment provision, disclaimer or integration clause or a provision having a similar effect
in the Franchise Agreement does not negate or act to remove from judicial review any
statement, misrepresentations or action that would violate this Act or a rule or order under this
Act. This section shall not affect the settlement of disputes, claims or civil lawsuits arising or
brought under this Act.
By: By:
Name: Name:
Title: Title:

SOUTH DAKOTA ADDENDUM TO THE FRANCHISE AGREEMENT
ALL FRANCHISE AGREEMENTS EXECUTED IN AND OPERATIVE WITHIN THE STATE OF SOUTH DAKOTA
Neither Brightway Insurance, LLC nor any person identified in Item 2 has any material arbitration
proceeding pending, or has during the 10-year period immediately preceding the date of this Disclosure
Document been a party to concluded material arbitration proceedings.
Although the Franchise Agreement requires all mediation/litigation proceedings to be held nearest to
Brightway’s principal place of business, the site of any mediation/litigation initiated pursuant to the
Franchise Agreement will be at a site mutually agreed upon by you and us.
We may not terminate the Franchise Agreement for a breach, for failure to meet performance and
quality standards and/or for failure to make royalty payments unless you receive thirty (30) days prior
written notice from us and you are provided with an opportunity to cure the defaults. Covenants not to
compete upon termination or expiration of the Franchise Agreement are generally unenforceable in the
State of South Dakota.
The laws of the State of South Dakota will govern matters pertaining to franchise registration,
employment, covenants not to compete, and other matters of local concern; but as to contractual and
all other matters, the Franchise Agreement will be subject to the applications, construction,
enforcement and interpretation under the governing law of Florida.
Any provision in the Franchise Agreement restricting jurisdiction or venue to a forum outside of the
State of South Dakota or requiring the application of the laws of another state is void with respect to a
claim otherwise enforceable under the South Dakota Franchise Act.
Any provision that provides that the parties waive their right to claim punitive, exemplary, incidental,
indirect, special or consequential damages may not be enforceable under South Dakota law.
By: By:
Name: Name:
Title: Title:

VIRGINIA ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT
In recognition of the restrictions contained in Section 13.1-564 of the Virginia Retail Franchising Act, the
Franchise Disclosure Document for Brightway Insurance, LLC for use in the Commonwealth of Virginia
shall be amended as follows:
Additional Disclosure: The following statements are added to Item 5:
The Virginia State Corporation Commission’s Division of Securities and Retail Franchising
requires us to defer payment of the initial franchise fee and other initial payments owed
by franchisees to the franchisor until the franchisor has completed its pre-opening
obligations under the franchise agreement.
Additional Disclosure: The following statements are added to Item 17:
Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a
franchisor to cancel a franchise without reasonable cause. If any ground for default or
termination stated in the Franchise Agreement does not constitute “reasonable cause,”
as that term may be defined in the Virginia Retail Franchising Act or the laws of Virginia,
that provision may not be enforceable.

VIRGINIA ADDENDUM TO THE FRANCHISE AGREEMENT
ALL FRANCHISE AGREEMENTS EXECUTED IN AND OPERATIVE WITHIN THE COMMONWEALTH OF

VIRGINIA ARE HEREBY AMENDED AS FOLLOWS:
1. Section 3 of the Franchise Agreement is hereby amended to provide that Virginia State
Corporation Commission’s Division of Securities and Retail Franchising requires Brightway
Insurance, LLC (“Franchisor”) to defer payment of the initial franchise fee and other initial
payments owed by franchisees to Franchisor until Franchisor has completed its pre-opening
obligations under the Franchise Agreement.
By: By:
Name: Name:
Title: Title:

WASHINGTON ADDENDUM TO THE FRANCHISE AGREEMENT, MULTI-UNIT PROGRAM AGREEMENT,
QUESTIONNAIRE, AND RELATED AGREEMENTS
ALL ABOVE-CAPTIONED AGREEMENTS EXECUTED IN AND OPERATIVE WITHIN THE STATE OF

WASHINGTON ARE HEREBY AMENDED AS FOLLOWS:
1. In the event of a conflict of laws, the provisions of the Washington Franchise Investment
Protection Act, Chapter 19.100 RCW will prevail.
2. RCW 19.100.180 may supersede the franchise agreement in your relationship with the
franchisor including the areas of termination and renewal of your franchise. There may also be
court decisions which may supersede the franchise agreement in your relationship with the
franchisor including the areas of termination and renewal of your franchise.
3. In any arbitration or mediation involving a franchise purchased in Washington, the arbitration or

mediation site will be either in the state of Washington, or in a place mutually agreed upon at
the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the
time of arbitration or mediation. In addition, if litigation is not precluded by the franchise
agreement, a franchisee may bring an action or proceeding arising out of or in connection with
the sale of franchises, or a violation of the Washington Franchise Investment Protection Act, in
Washington.
4. A release or waiver of rights executed by a franchisee may not include rights under the
Washington Franchise Investment Protection Act or any rule or order thereunder except when
executed pursuant to a negotiated settlement after the agreement is in effect and where the
parties are represented by independent counsel. Provisions such as those which unreasonably
restrict or limit the statute of limitations period for claims under the Act, or rights or remedies
under the Act such as a right to a jury trial, may not be enforceable.
5. Transfer fees are collectable to the extent that they reflect the franchisor’s reasonable
estimated or actual costs in effecting a transfer.
6. Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an

employee, including an employee of a franchisee, unless the employee’s earnings from the party
seeking enforcement, when annualized, exceed $100,000 per year (an amount that will be
adjusted annually for inflation). In addition, a noncompetition covenant is void and
unenforceable against an independent contractor of a franchisee under RCW 49.62.030 unless
the independent contractor’s earnings from the party seeking enforcement, when annualized,
exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result,
any provisions contained in the franchise agreement or elsewhere that conflict with these
limitations are void and unenforceable in Washington.
7. RCW 49.62.060 prohibits a franchisor from restricting, restraining, or prohibiting a franchisee

from (i) soliciting or hiring any employee of a franchisee of the same franchisor or (ii) soliciting
or hiring any employee of the franchisor. As a result, any such provisions contained in the
franchise agreement or elsewhere are void and unenforceable in Washington.

By: By:
Name: Name:
Title: Title:

WISCONSIN ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT
NOTICE TO PROSPECTIVE AAOs IN THE STATE OF WISCONSIN
IN THE STATE OF WISCONSIN CHAPTER 135 OF THE WISCONSIN FAIR DEALERSHIP LAW GOVERNS THIS
AGREEMENT. YOU MAY WANT TO REVIEW THIS LAW.
For franchises and AAOs subject to the Wisconsin Fair Dealership Law, the following information
supersedes or supplements, as the case may be, the corresponding disclosures in the main body of the
text of the Brightway Insurance, LLC Wisconsin Franchise Disclosure Document.
Item 17.
For Wisconsin AAOs, Ch. 135, Stats., the Wisconsin Fair Dealership Law, supersedes any provisions of
the Franchise Agreement or a related contract between Franchisor and AAO inconsistent with the Law.

WISCONSIN ADDENDUM TO THE FRANCHISE AGREEMENT
ALL FRANCHISE AGREEMENTS EXECUTED IN AND OPERATIVE WITHIN THE STATE OF WISCONSIN ARE
The Franchisor and AAO hereby acknowledge that the Franchise Agreement shall be governed by The
Wisconsin Fair Dealership Law (Wisconsin Statutes, 1979-1980, Title XIV-A, Chapter 135, Sections 135.01
through 135.07) which makes it unlawful for a franchisor to terminate, cancel or fail to renew a
franchise without good cause, as well as providing other protections and rights to the AAO. To the
extent anything in the Franchise Agreement is contrary to the laws in the State of Wisconsin, said laws
shall prevail.
By: By:
Name: Name:
Title: Title:

EXHIBIT H:
LIST OF STATE ADMINISTRATORS AND AGENTS FOR SERVICE OF PROCESS

List of State Administrators and Agents for Service of Process
LIST OF STATE ADMINISTRATORS AND AGENTS FOR SERVICE OF PROCESS
Listed here are the names, addresses and telephone numbers of the state agencies having responsibility for
franchising disclosure/registration laws and for service of process. We may not yet be registered to sell
franchises in any or all of these states. If a state is not listed, we have not appointed an agent for service of
process in that state in connection with the requirements of the franchise laws. There may be states in
addition to those listed below in which we have appointed an agent for service of process. There also may be
additional agents appointed in some of the states listed.
Agent for Service of Process in All Other States:

State State Agency Agent for Service of Process

CALIFORNIA California Commissioner California Commissioner of the
Department of Financial Protection and Innovation: Department of Financial Protection and
320 West 4th Street, Suite 750 Innovation
Los Angeles, CA 90013
(213) 576-7500
Toll Free (866) 275-2677
2101 Arena Boulevard

Sacramento, CA 95834
(866)-275-2677
1350 Front Street

San Diego, CA 92101
(619) 525-4233
One Sansome St., #600

San Francisco, California 94104
(415) 972-8559
CONNECTICUT State of Connecticut Banking Commissioner
Department of Banking
Securities & Business Investments Division
260 Constitution Plaza
Hartford, CT 06103-1800
(860) 240-8230
HAWAII Business Registration Division Commissioner of Securities
Department of Commerce and Consumer Affairs State of Hawaii
335 Merchant Street, Room 203 335 Merchant Street, Room 203
Honolulu, Hawaii 96813 Honolulu, Hawaii 96813
(808) 586-2722 (808) 586-2722
ILLINOIS Franchise Bureau Illinois Attorney General
Office of the Attorney General
500 South Second Street
Springfield, Illinois 62706
(217) 782-4465
INDIANA Indiana Secretary of State Indiana Secretary of State
Securities Division, E-111 201 State House
302 Washington Street 200 West Washington Street
Indianapolis, Indiana 46204 Indianapolis, Indiana 46204
(317) 232-6681 (317) 232-6531
MARYLAND Office of the Attorney General Maryland Securities Commissioner
Securities Division
200 St. Paul Place
Baltimore, Maryland 21202-2021
(410) 576-6360
MICHIGAN Consumer Protection Division Corporations Division
Michigan Department of Attorney General Bureau of Commercial Services
525 W. Ottawa Street, Department of Labor and Economic
G. Mennen Williams Building, 1st Floor Growth
Lansing, Michigan 48933 P.O. Box 30054
(517) 373-7117 Lansing, Michigan 48909
MINNESOTA Minnesota Department of Commerce Minnesota Commissioner of Commerce
85 7th Place East, Suite 280
St. Paul, Minnesota 55101-2198
(651) 539-1600
NEW YORK Officer of the New York Attorney General Attention: New York Secretary of State
Investor Protection Bureau New York Department of State
Franchise Section One Commerce Plaza
28 Liberty Street, 21st Floor 99 Washington Avenue, 6th Floor
New York, NY 10005 Albany, NY 12231-0001
(212) 416-8236 (phone) (518) 473-2492
NORTH DAKOTA North Dakota Securities Department North Dakota Securities Commissioner
State Capitol, Fifth Floor, Dept. 414
600 East Boulevard Avenue
Bismarck, North Dakota 58505
(701) 328-4712
RHODE ISLAND Securities Division Director of Rhode Island Department of
Department of Business Regulation, Business Regulation
Bldg 69, First Floor
John O. Pastore Center
1511 Pontiac Avenue
Cranston, Rhode Island 02920
(401) 462-9582
SOUTH DAKOTA Division of Insurance Director of South Dakota Division of
Securities Regulation Insurance
124 S. Euclid, Suite 104
Pierre, South Dakota 57501
(605) 773-3563
VIRGINIA State Corporation Commission Clerk of the State Corporation Commission
Division of Securities and Retail Franchising 1300 East Main Street, 1st Floor
1300 East Main Street, 9th Floor Richmond, Virginia 23219
Richmond, Virginia 23219 (804) 371-9733
(804) 371-9051
WASHINGTON Department of Financial Institutions Director, Department of Financial

Securities Division Institutions
P.O. Box 9033 Securities Division
Olympia, Washington 98507-9033 150 Israel Road S.W.
(360) 902-8760 Tumwater, Washington 98501
WISCONSIN Division of Securities Administrator, Division of Securities
Department of Financial Institutions Department of Financial Institutions
201 W. Washington Ave., 3rd Floor 201 W. Washington Ave., 3rd Floor
Madison, Wisconsin 53703 Madison, Wisconsin 53703
(608) 266-1064

EXHIBIT I:
MULTI-UNIT PROGRAM AGREEMENT

Multi-Unit Program Agreement
MULTI-UNIT PROGRAM AGREEMENT
This MULTI-UNIT PROGRAM AGREEMENT (the “Agreement”) is made and entered into this
_____________ (the “Effective Date”), by and between Brightway Insurance, LLC, a Florida limited
liability company (“Brightway”), ___________________, a ___________________________ (“AAO”),
and _______________________, individuals (“Guarantors”).
BACKGROUND
A. On or about ___________, Brightway and AAO’s affiliate _______________ (“Original

AAO”) entered into a franchise agreement (the “Original Franchise Agreement”), pursuant to which
Original AAO obtained the right and undertook the obligation to operate a franchised Brightway
Insurance location (the “Original Brightway Location”).
B. Contemporaneously, Guarantors entered into the “Guaranty of AAO’s Undertakings”

attached as an exhibit to the Franchise Agreement (the “Guaranty”), under which they agreed to
personally guarantee Original AAO’s obligations under the Franchise Agreement.
C. Brightway offers qualified associate agency owners the right and obligation to open and
operate two (2) additional franchised Brightway Insurance locations of the same type currently operated
by Original AAO (each, an “Additional Brightway Location”) as part of a Brightway’s “Multi-Unit
Program,” in accordance with the terms and conditions of this Agreement.
D. AAO desires to participate in the Brightway’s Multi-Unit Program by entering into this
Agreement, subject to the terms and conditions contained herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, commitments
and understandings contained herein, the parties agree as follows:
1. First Additional Location. Contemporaneously with the execution of this Agreement: (i)
Brightway and AAO shall enter into Brightway’s then-current form of franchise agreement (the “First
Additional Franchise Agreement”) to govern the operation of the first additional
_____________________ (the “First Additional Brightway Location”); and (ii) Brightway and Original
AAO shall enter into Brightway’s then-current form of franchise agreement to govern the operation of
the Original Brightway Location for a new five (5) year term. The First Additional Brightway Location may
be located in any geographic area approved by Brightway, and it must be opened within six (6) months
of the Effective Date of this Agreement. In the event that the First Additional Brightway Location is not
opened within six (6) months of the Effective Date of this Agreement, Brightway will have the right to
terminate the First Additional Franchise Agreement and this Agreement upon notice to AAO.
2. Second Additional Location. At any time prior to the end of the initial five (5) year term
of the First Additional Franchise Agreement, a new affiliate of AAO (and not Original AAO) may enter
into Brightway’s then-current form of franchise agreement (the “Second Additional Franchise
Agreement”) to govern the operation of the second additional ____________________ (the “Second
Additional Brightway Location”). The Second Additional Brightway Location may be located in any
geographic area approved by Brightway, and it must be opened prior to the end of the initial five (5)
year term of the First Additional Franchise Agreement. In the event that the Second Additional
Brightway Location is not opened prior to the end of the initial five (5) year term of the First Additional
Franchise Agreement, Brightway will have the right to terminate the Second Additional Franchise
Agreement and this Agreement upon notice to AAO.
3. Initial Fee Note. Contemporaneously with the execution of this Agreement and the First
Additional Franchise Agreement, AAO and Guarantors shall also enter into Brightway’s prescribed form
of promissory note (the “Initial Fee Note”), a copy of which is attached hereto, and which provides for
the financing of the initial fee otherwise due under the First Additional Franchise Agreement and Second
Additional Franchise Agreement, the amount of which shall be a total of _________________ dollars
($_______), notwithstanding the amount of the initial fee set forth in the First Additional Franchise
Agreement or Second Additional Franchise Agreement.
4. Benchmarks for Waiver of Principal and Interest due under the Initial Fee Note.
Notwithstanding the terms of the Initial Fee Note, the First Additional Franchise Agreement, or the
Second Additional Franchise Agreement, Brightway shall waive one-hundred percent (100%) of the
principal and interest due under the Initial Fee Note in the event: (i) AAO and its affiliates operate the
Original Brightway Location, First Additional Brightway Location, and Second Additional Brightway
Location continuously for a period beginning on the respective opening dates of each location and
ending five (5) years from the Effective Date of this Agreement; and (ii) AAO and its affiliates must not
have received a Notice of Default from Brightway with respect to the Original Brightway Location, First
Additional Brightway Location, or Second Additional Brightway Location for a period beginning on the
respective opening dates of each Brightway Location and ending five (5) years from the Effective Date of
this Agreement.
5. Release by AAO and Guarantors. AAO and Guarantors, for themselves and all persons
and entities claiming by, through, or under them, release, acquit and forever discharge Brightway and its
present and former officers, employees, shareholders, directors, agents, servants, representatives,
affiliates, successors, and assigns (the “Brightway Releasees”) from all obligations, claims, debts,
demands, covenants, contracts, promises, agreements, liabilities, costs, attorneys’ fees, actions or
causes of action whatsoever, whether known or unknown, which they, by themselves, on behalf of, or
in conjunction with any other person, persons or entity have, had or claim to have against the Brightway
Releasees, including but not limited to those arising out of or related to the offer or sale of the Original
Brightway Location, the parties’ rights or obligations under the Original Franchise Agreement or
Guaranty, or and any and all rights, obligations or claims under any state franchise regulations or
franchise relationship laws. AAO and Guarantors warrant and represent that they have not assigned or
otherwise transferred any claim or cause of action released by this Agreement.
6. Transfer. AAO’s participation in the Multi-Unit Program pursuant to the terms of this
Agreement is personal to AAO and AAO may not sell, transfer, assign or encumber this Agreement
without Brightway’s prior written consent. Any sale, transfer, assignment or encumbrance of this
Agreement made without Brightway’s prior written consent shall be voidable at Brightway’s option and
will result in the immediate termination of this Agreement.
7. Severability. In case any covenant, condition, term or provision contained in this

Agreement shall be held to be invalid, illegal, or unenforceable in any respect, in whole or in part, by
judgment, order or decree of any court or other judicial tribunal of competent jurisdiction, the validity of
the remaining covenants, conditions, terms and provisions contained in this Agreement, and the validity
of the remaining part of any term or provision held to be partially invalid, illegal or unenforceable, shall
in no way be affected, prejudiced, or disturbed thereby.
8. Entire Agreement. This Agreement and the Initial Fee Note constitute the entire
agreement of the parties hereto with respect to the subject matter of this Agreement, and supersede
any and all previous agreements between the parties, whether written or oral, with respect to such
subject matter. In the event of a conflict between the terms of the Original Franchise Agreement, First
Additional Franchise Agreement, or Second Additional Franchise Agreement, and the terms of this
Agreement, the terms of this Agreement will control.
9. Waiver. No waiver or modification of this Agreement or of any covenant, condition or

limitation herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith. Furthermore, no evidence of any waiver or modification shall be offered or received in
evidence in any proceeding between the parties arising out of or affecting this Agreement, or the rights
or obligations of any party hereunder, unless such waiver or modification is in writing and duly executed
as aforesaid.
10. Choice of Law; Venue. This Agreement shall be construed and regulated under and by
the laws of the State of Florida, without reference to Florida’s conflict-of-laws principles. Venue for any
action related to or arising out of this Agreement shall be in the state or federal court nearest to Duval
County, Florida.
11. Attorneys’ Fees. In the event any litigation or controversy arises out of or in connection
with this Agreement between the parties hereto, the prevailing party shall be entitled to recover from
12. Further Assurances. Each of the parties hereto agree that they shall sign such
additional and supplemental documents as may be necessary to implement the transactions
contemplated pursuant to this Agreement when requested to do so by any party to this Agreement.
13. Multiple Copies or Counterparts of Agreement; E-Signature. The original and one or
more copies of this Agreement may be executed by one or more of the parties hereto. In such event, all
of such executed copies shall have the same force and effect as the executed original and all of such
counterparts taken together shall have the effect of a fully executed original. An electronically-signed
copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to
have the same legal effect as delivery of an original signed copy of this Agreement.
Signatures appear on the following page.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have duly executed
and delivered this Agreement the date and year first written above.
BRIGHTWAY:
By: _________________________________
AAO:
By: _________________________________
GUARANTORS:
____________________________________
____________________________________

Date of Note: __________________
Principal Amount: ___________________ Dollars ($______)
Maturity Date: Twelve (12) years from the Date of Note
Interest Rate: An amount equal to the greater of: (i) the Prime Rate (as
published in the “Money Rates” column of The Wall Street
Journal (Eastern Edition) from time to time as its prime rate)
plus two percent (2%) (to be adjusted on an annual basis, based
upon the Prime Rate in effect on the last business day of
December each year); or (ii) ten percent (10%). Interest will be
computed on the basis of a 360-day year, actual days elapsed
Maker: _______________, a _____________________

FOR VALUE RECEIVED, Maker hereby covenants and promises to pay to the order of Payee, or to
Payee’s successors or assigns, at Payee’s Address, or at such other place as Payee may designate to
Maker in writing from time to time, in legal tender of the United States of America in immediately
available funds, the Principal Amount together with interest which shall accrue at the Interest Rate from
the Date of Note on the unpaid balance of the Principal Amount and which shall be due and payable in
eighty-four (84) approximately equal monthly installments commencing on or around the twenty-first
(21st) of the month that is five (5) years following the Date of Note set forth above, with monthly
payments thereafter to be made on or around the twenty-first (21st) day of each succeeding calendar
month, as designated by Payee.
Maker may prepay the entire outstanding principal balance of this Note, without penalty, at any time.
No partial prepayments shall be permitted. Any amount which is not paid within five (5) calendar days
after the date on which it is due and payable will be subject to a late fee equal to five percent (5%) of
such overdue amount.
This Note is being executed in connection with the Brightway Insurance, LLC Multi-Unit Program
Agreement (the “Multi-Unit Agreement”), the terms of which are hereby incorporated by reference.
Accordingly, pursuant to the terms and conditions of the Multi-Unit Agreement, Maker has the
opportunity to have the entire Principal Amount and any interest accrued waived if all prescribed
criteria set forth in the Multi-Unit Agreement are met.
DOCUMENTARY STAMP TAXES IN THE AMOUNT OF $______ HAVE BEEN PAID TO THE FLORIDA
DEPARTMENT OF REVENUE IN CONNECTION WITH THE INDEBTEDNESS EVIDENCED BY THIS
PROMISSORY NOTE. [OR – THIS PROMISSORY NOTE WAS MADE, EXECUTED, DELIVERED AND ACCEPTED

OUTSIDE THE STATE OF FLORIDA AND ACCORDINGLY NO FLORIDA DOCUMENTARY STAMP TAXES ARE
DUE AND OWING IN CONNECTION THEREWITH]
This Note is also executed and delivered in connection with that certain Franchise Agreement by and
among Maker and Payee dated as of the same date of this Note (the “Franchise Agreement”), and is
subject to the terms and conditions thereof.
The occurrence of any one or more of the following events shall constitute an “Event of Default” under
this Note:
(a) The failure by Maker to pay, when due, any principal, interest or other
monetary amounts due under this Note, the Franchise Agreement or any other franchise or other
agreement between Payee and Maker or Maker’s affiliates;
obligation, term, provision, covenant or agreement contained in this Note, the Franchise Agreement or
any other franchise or other agreement between Payee and Maker or Maker’s affiliates; or
(c) The termination, expiration or non-renewal of the Franchise Agreement or any

other franchise agreement between Payee and Maker or Maker’s affiliates, or any transfer or
assignment of the Franchise Agreement or any other franchise agreement between Payee and Maker or
Maker’s affiliates.
Upon the occurrence of an Event of Default, all of the then-outstanding balance of the Principal Amount,
late fees and all accrued interest hereunder shall, at the option of Payee, then become due and payable
immediately without presentment, demand or notice of any kind. Failure to exercise this option shall
not constitute a waiver of the right to exercise the same in the event of any subsequent Event of
Default. Furthermore, upon the occurrence of an Event of Default, interest shall thereafter accrue at the
highest rate permitted under Florida law, not to exceed eighteen percent (18%), on the then-
outstanding Principal Amount, late fees and accrued interest which are past due, until such time as
payment therefor is actually delivered to the Payee.
Notwithstanding the foregoing, in the event Maker or one of Maker’s affiliates either close a franchise
governed by the Multi-Unit Agreement or otherwise receive a default notice from Payee regarding a
franchise governed by the Multi-Unit Agreement, and such event occurs prior to the commencement of
payments under this Note, Brightway shall instead have the option, upon written notice to Maker, to
accelerate the payment schedule such that the first payment due hereunder shall be due on the twenty-
first (21st) of the month immediately following such closure or default, and the remaining balance shall
be due and payable in eighty-four (84) approximately equal monthly installments following such date.
Upon the occurrence of an Event of Default, Payee shall also be entitled to set off any amounts Maker
owes to Payee under the terms of this Note against any amounts Payee owes to Maker or its affiliates
under the Franchise Agreement (or any other franchise or other agreement between Payee and Maker
or its affiliates).
Nothing contained herein shall be construed or so operate as to require Maker, or any person liable for
the payment of the loan made pursuant to this Note, to pay interest in an amount or at a rate greater
than the highest rate permissible under applicable law. Should any interest or other charges paid by
Maker, or any party liable for the payment of the loan made pursuant to this Note, result in the
computation or earning of interest in excess of the highest rate permissible under applicable law, then
any and all such excess shall be and the same is hereby waived by Payee, it being the intent of the
parties hereto that under no circumstances shall Maker or any party liable for the payment of the loan
hereunder be required to pay interest in excess of the highest rate permissible under applicable law.
No act of omission or commission of Payee, including specifically any failure to exercise any right,
remedy or recourse, shall be a waiver of any right, remedy or recourse unless in a writing executed by
Payee, and then only to the extent specifically recited therein. A waiver or release with reference to one
event shall not be construed as continuing, as a bar to, or as a waiver or release of any subsequent right,
remedy or recourse as to any subsequent event.
Time is of the essence in this Note. In the event of any default hereunder, Maker further agrees that
Maker shall pay all costs of collection and enforcement of this Note, including all costs, expenses and
attorneys’ fees for any hearing, trial, retrial, rehearing or appeals.
discharge in writing signed by Payee.
Maker hereby waives presentment, protest and notice of dishonor and further agrees to all extensions
and renewals of this Note as Payee may, in its discretion, grant, and does further waive the right to
receive any and all other notices as may be required under applicable law.
The persons executing this Note on behalf of entities acknowledge their authority to do so. Maker
represents and warrants that no third-party consent is required for delivery or execution of this Note.
Maker’s obligations hereunder shall not be assigned by Maker without the consent of Payee. This Note
shall bind Maker and its permitted successors and assigns. If this Note is transferred by Payee, a new
note of like tenor, date and maturity shall be issued to the transferee upon the surrender hereof for
cancellation.
This Note shall be subject to and governed by the laws of the State of Florida, without regard to such
state’s choice of law provisions. Maker hereby irrevocably consents to the jurisdiction and venue of the
courts in Duval County, Florida and of any federal court located in the Middle District of Florida in
connection with any action or proceeding arising out of or relating to this Note or a default of this Note.
If any provision of this Note is deemed illegal under any state or federal law, then such provision shall
not be considered part of this Note and the remainder of this note shall not be affected.
Maker hereby waives any right to a trial by jury in any civil action arising out of, or based upon, this
Note.
In consideration of Payee entering into this Note, Maker, for itself and all persons and entities claiming
by, through, or under it, releases, acquits and forever discharges Payee and its present and former
officers, employees, shareholders, directors, agents, servants, representatives, affiliates, successors, and
assigns (the “Payee Releasees”) from all obligations, claims, debts, demands, covenants, contracts,
promises, agreements, liabilities, costs, attorneys’ fees, actions or causes of action whatsoever, whether
known or unknown, which Maker, by itself, on behalf of, or in conjunction with any other person,
persons, or entity, have, had or claim to have against the Payee Releasees arising out of or related to the
offer or sale of the Multi-Unit Agreement, Franchise Agreement, and the operation of any franchised
Brightway Insurance location owned by Maker or its affiliates.
TO SECURE PAYMENT, MAKER IRREVOCABLY AUTHORIZES ANY ATTORNEY OF ANY COURT OF RECORD
TO APPEAR FOR MAKER IN SUCH COURT AT ANY TIME AFTER THE PAYMENT DEADLINE AND CONFESS
A JUDGMENT WITHOUT PROCESS IN FAVOR OF PAYEE FOR SUCH AMOUNT AS MAY APPEAR TO BE
UNPAID, TOGETHER WITH THE COSTS AND REASONABLE ATTORNEYS’ FEES AMOUNTING TO THE
GREATER OF TWO THOUSAND DOLLARS ($2,000) OR TEN PERCENT (10%) OF THE UNPAID BALANCE
THEN DUE UNDER THIS NOTE. MAKER WAIVES AND RELEASES PAYEE FROM ALL ERRORS IN SUCH
PROCEEDINGS, AND CONSENTS TO THE IMMEDIATE EXECUTION UPON ANY SUCH JUDGMENT, AND
RATIFIES AND CONFIRMS ALL THAT THE ATTORNEY MAY DO BY VIRTUE OF SUCH JUDGMENT. MAKER
WAIVES AND RELEASES, TO THE EXTENT PERMITTED BY LAW, ALL BENEFIT AND RELIEF FROM ANY
AND ALL APPRAISEMENT, STAY, OR EXEMPTION LAWS OF ANY STATE, NOW AND IN THE FUTURE
ENACTED. PAYEE’S RIGHT TO ENTER JUDGMENT BY CONFESSION SHALL NOT BE EXHAUSTED BY THE
ENTRY OF SUCH JUDGMENT, AND PAYEE SHALL HAVE THE RIGHT TO ENTER SUCCESSIVE JUDGMENTS
PURSUANT TO THIS NOTE.
I HAVE READ THE ABOVE NOTE AND UNDERSTAND ITS TERMS. I WOULD NOT SIGN THIS NOTE IF I DID
NOT UNDERSTAND AND AGREE TO BE BOUND BY ITS TERMS.
MAKER:
By: _____________________________
Date: ___________________________

_____________ (the “Note”), in the original principal amount of ______________ dollars ($_______)
and all extensions or renewals thereof and all sums payable under or by virtue thereof, including,
without limitation, all amounts of principal and interest and all expenses (including attorneys’ fees and
GUARANTORS:
____________________________________ ________________________________

EXHIBIT J:
FRANCHISEE DISCLOSURE QUESTIONNAIRE

Franchisee Disclosure Questionnaire
FRANCHISEE DISCLOSURE QUESTIONNAIRE
As you know, Brightway Insurance, LLC (“we,” “us” or “our”) and you are preparing to enter into a
Franchise Agreement relating to the operation of one or more Brightway Locations.
The purpose of this Questionnaire is to determine whether any statements or promises were made to
you that we have not authorized or that may be untrue, inaccurate or misleading, to be certain that you
have been properly represented in this transaction, and to be certain that you understand the
limitations on claims you may make by reason of the purchase and operation of your franchise. All
representations requiring prospective franchisees to assent to a release, estoppel or waiver of liability
are not intended to nor shall they act as a release, estoppel or waiver of any liability incurred under the
Maryland Franchise Registration and Disclosure Law.
Do not sign or date this Questionnaire the same day as the Receipt for the Franchise Disclosure
Document. Rather, you must sign and date it the same day you sign the Franchise Agreement and pay
your franchise fee to us.
Please review each of the following questions carefully and provide honest responses to each question.
If you answer “No” to any of the questions below please, explain your answer where indicated below.
Yes__ No__ 1. Have you received and personally reviewed the Franchise Agreement and each
exhibit and schedule attached to such agreement(s)?
Yes__ No__ 2. Have you received and personally reviewed the Franchise Disclosure Document
(“Disclosure Document”) we provided to you?
Did you receive the Disclosure Document at least 14 calendar days prior to the
date you executed the Franchise Agreement or paid any consideration to us?
Yes__ No__
Yes__ No__ 3. Did you sign a receipt for the Disclosure Document indicating the date you
received it, and return such receipt to us?
Yes__ No__ 4. Do you understand all the information contained in the Disclosure Document
and the Franchise Agreement?
Yes__ No__ 5. Have you been given the opportunity to review the Disclosure Document and
Franchise Agreement -- to the extent you deem necessary to understand the
risks and benefits of operating a Brightway Insurance franchise -- with a lawyer,
accountant or other professional advisor?
Yes__ No__ 6. Have you reviewed the lists of franchisees contained in Disclosure Document
Exhibit E and contacted as many of them as you thought necessary to discuss
the benefits and risks of developing and operating a Brightway Insurance
franchise?
Yes__ No__ 7. Do you understand the risks of developing and operating a Brightway Insurance
franchise?
Yes__ No__ 8. Do you understand that the success or failure of your franchise will depend in
large part upon your skills, abilities and efforts and those of the persons you
employ, as well as many factors beyond your control such as competition, the
economy, inflation, labor and supply costs, lease terms and the marketplace?
Yes__ No__ 9. Do you understand that carrier appetites for appointing new agents or writing
new business can be affected by market forces and other external conditions,
and that it may be difficult or impossible to secure carrier appointments in
certain markets?
Yes__ No__ 10. Do you understand we have granted you no territorial protection against us
locating another Brightway Location near your Brightway Location, as stated in
your Franchise Agreement?
Yes__ No__ 11. Do you understand that most disputes or claims you may have arising out of or
relating to the Franchise Agreement must be mediated or litigated in the courts
closest to our principal executive office?
Yes__ No__ 12. Do you understand that you must successfully complete our initial training
course before we will allow your Brightway Location to open for business?
Yes__ No__ 13. Do you confirm that no employee or other person speaking on our behalf has
made any statement or promise to you regarding the costs involved in operating
a Brightway Location that is not contained in the Disclosure Document or that is
contrary to, or different from, the information contained in the Disclosure
Document?
made any statement or promise or agreement concerning advertising,
marketing, media support, marketing penetration, training, support service or
assistance that is contrary to, or different from, the information contained in
the Disclosure Document?
made any statement or promise to you regarding the actual, average or
projected profits or earnings, the likelihood of success, the amount of money
you may earn, or the total amount of revenue a Brightway Location will
generate, that is not contained in the Disclosure Document or that is contrary
to, or different from the information contained in the Disclosure Document?
Yes__ No__ 16. Do you understand that the Franchise Agreement contains the entire agreement
between us and you concerning the Brightway Location, which means that any
prior oral or written statements not set out in the Franchise Agreement will not
be binding?
CONTINUED ON FOLLOWING PAGE

YOU UNDERSTAND THAT YOUR ANSWERS ARE IMPORTANT TO US AND THAT WE WILL RELY ON THEM.
BY SIGNING THIS QUESTIONNAIRE, YOU ARE REPRESENTING THAT YOU HAVE CONSIDERED EACH
QUESTION CAREFULLY AND RESPONDED TRUTHFULLY TO THE ABOVE QUESTIONS.
EXPLANATION OF ANY NEGATIVE RESPONSES [REFER TO QUESTION NUMBER AND USE ADDITIONAL
PAPER IF NECESSARY]:
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____________________________________________________________________________________.
Dated: _________________________
AAO:
By: _________________________________

EXHIBIT K:
AFFIDAVIT REGARDING EXISTING CONTRACTUAL OBLIGATIONS

Affidavit
AFFIDAVIT REGARDING EXISTING CONTACTUAL OBLIGATIONS
During the franchise sales process, I, _______________, disclosed to an employee or
representative of Brightway Insurance, LLC (“Brightway”) that I had previously worked in the
insurance industry. Accordingly, in order to ensure that Brightway does not unknowingly facilitate a
breach of an existing contractual obligation, I hereby swear and affirm, to the best of my knowledge,
that my execution of a Franchise Agreement with Brightway and my operation of a Brightway
Location will not and shall not violate the terms of any contractual, legal or other obligations with any
third party; including, without limitation, any contractual obligations related to non-competition, non-
solicitation, or carrier appointments.
____________________________________
Print Name: __________________________
Date: _______________________________

Affidavit
EXHIBIT L:
COLLATERAL ASSIGNMENT OF LEASE

Collateral Assignment of Lease
FOR VALUE RECEIVED, the undersigned ____________________, (“Assignor”) hereby assigns, transfers
and sets over unto Brightway Insurance, LLC (“Assignee”) all of Assignor’s right, title and interest as
tenant in, to and under that certain lease by and between Assignor and
__________________________________ (“Landlord”), a copy of which has been separately provided by
Assignor to Assignee, (the “Lease”), regarding the premises located at
___________________________________________ (the “Premises”). This Collateral Assignment of
Lease is for collateral purposes only and except as specified herein, Assignee shall have no liability or
obligation of any kind whatsoever arising from or in connection with this Collateral Assignment of Lease
unless Assignee shall take possession of the Premises pursuant to the terms hereof and assume the
obligations of Assignor thereunder.
Assignor represents and warrants to Assignee that it has full power and authority to so assign the Lease
and its interest therein and that Assignor has not previously, and is not obligated to, assign or transfer
any of its interest in the Lease or the Premises.
Upon a default by Assignor under the Lease or under the franchise agreement between Assignee and
Assignor for the Brightway Location located at the Premises (the “Franchise Agreement”), or in the
event of a default by Assignor under any document or instrument securing the Franchise Agreement,
and subject to any cure periods as provided therein, Assignee shall have the right and is hereby
empowered to take possession of the Premises, expel Assignor therefrom, and, in such event, Assignor
shall have no further right, title or interest in the Lease.
Assignor agrees it will not allow or permit any surrender, termination, amendment or modification of
the Lease without the prior written consent of Assignee. Throughout the term of the Franchise
Agreement and any renewals thereto, Assignor agrees that it shall elect and exercise all options to
extend the term of or renew the Lease not less than thirty (30) days prior to the last day that such
option must be exercised, unless Assignee otherwise agrees in writing. Upon failure of Assignee to
otherwise agree in writing, and upon failure of Assignor to so elect to extend or renew the Lease as
stated herein, Assignor hereby appoints Assignee as its true and lawful attorney-in-fact to exercise such
extension or renewal options in the name, place and stead of Assignor for the sole purpose of effecting
such extension of renewal.
ASSIGNOR:
By:
Date: _____________________________

CONSENT AND AGREEMENT OF LANDLORD
The undersigned Landlord under the aforementioned Lease hereby:
(a) Agrees to notify Assignee in writing of and upon the failure of Assignor to cure any default by
Assignor under the Lease;
(b) Agrees that Assignee shall have the right, but shall not be obligated, to cure any default by
Assignor under the Lease within thirty (30) days after delivery by Landlord of notice thereof in
accordance with subsection (a) above;
(c) Consents to this Collateral Assignment of Lease and agrees that if Assignee shall take possession
of the Premises and confirms to Landlord the assumption of the Lease by Assignee as tenant
thereunder, Landlord shall recognize Assignee as tenant under the Lease, provided that Assignee cures
within such thirty (30) day period any outstanding defaults of Assignor under the Lease; and
(d) Agrees that Assignee may further assign the Lease or its interest therein or sublet the Premises
to a person or entity that is a Brightway franchisee and that is reasonably acceptable to Landlord. In the
case of an assignment, Assignee shall have no further liability or obligation under the Lease as assignee,
tenant or otherwise. In the case of an assignment or sublease, this Consent and Agreement of Landlord
shall apply with respect to any such subsequent Brightway franchisee.
LANDLORD:
By: ___________________
Date: ___________________________

EXHIBIT M:

Confidentiality Agreement
THIS CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (“Agreement”), made as of

___________, by and between _________________________________________ (“AAO”), and
______________________________________________, an individual (“DAP”).
BACKGROUND
1. Pursuant to a Franchise Agreement between Brightway Insurance, LLC, a Florida limited

liability company (“Franchisor”), and AAO, AAO was granted the right and undertook the obligation to
own and operate an insurance agency utilizing certain intellectual property owned by Brightway. Such
agency is primarily engaged in the business of selling, servicing and delivering property and casualty
insurance policies, but may offer certain other insurance and financial services to its clients.
2. AAO has engaged DAP as the “Designated Agency Principal” of AAO.
3. As a result of DAP’s employment by AAO, DAP has had and may continue to have
access to and obtain knowledge of Confidential Information and Trade Secrets (as defined below) while
engaged as Designated Agency Principal of AAO.
AGREEMENT
NOW, THEREFORE, in consideration of AAO’s employment of DAP and DAP’s resulting access to
AAO’s Confidential Information and Trade Secrets, as well as its substantial and ongoing customer and
industry relationships, DAP agrees as follows:
1. Definitions. As used herein, the following terms shall have the meanings set
forth below.
(a) “Business Activities” shall mean the business conducted by AAO

including, but not limited to, planning, development, marketing, selling, distributing, and servicing
property and casualty insurance policies, and certain other insurance and financial services to its
customers, and all other activities in which AAO is or is planning to be engaged.
(b) “Confidential Information” shall mean (i) the information of AAO,

including, but not limited to, Innovations (as defined herein), proprietary information and business
matters or affairs (including, but not limited to, information relating to inventions or innovations,
disclosures, processes, systems, methods, formulas, patents, patent applications, materials, research
activities and plans, product cost data, contracts, forms, information concerning competitive strengths
and weaknesses, prototypes, codes, forecasts, customer information (including, but not limited to,
customer requirements, preferences, past purchases and other relevant data and information as well
as customer personal and business contact information (including, but not limited to, name, address,
email address, office/home/mobile phone numbers)), lists of referral sources, information regarding
referral sources (including, but not limited to, name, address, email address, office/home/mobile
phone numbers), lists of suppliers, information regarding suppliers (including, but not limited, to pricing
and contract terms, name, address, email address, office/home/mobile phone numbers), pricing
information (including, but not limited to, labor rates, costs of supplies, overhead costs and profit
margins), employee lists and information (including, but not limited to, employee compensation and

benefit information), and computer programs, software and documents relating to any of the
foregoing, regardless of the form or medium contained or stored in (including hard copy, paper
materials, electronic and/or digital form media), encryption or decryption keys or information,
commentary on code, as well as copies or multiple versions of each; (ii) financial information and
information regarding business proposals, costs, profits, markets, sales, contracts, customer,
distributor, suppliers and licensor identities, promotional methods, customer lists, customer and
supplier account preferences and requirements, business plans and strategies, procedures, grant
proposals, production cost data, advertising information, as well as information of a confidential or
proprietary nature received from customers, suppliers, contractors, joint ventures and other
collaborators); (iii) business, marketing, strategic plans, and sales and pricing information; (iv) forecasts,
budgets and projections; (v) employee personnel files and compensation information; (vi) any
information designated confidential or proprietary by AAO; (vii) information received by AAO from a
third party including, without limitation, the Franchisor, under an obligation of confidentiality including
copies of confidential information; and (viii) with respect to AAO’s employees and customers who may
be individuals, all Nonpublic Personal Information (as that term is defined in 15 USC § 6809(4), or such
similar information as implicated in the Gramm Leach Bliley Act or Health Insurance Portability and
Accountability Act or other similar law or regulation of any federal, state, or local authority, collectively,
“NPI”). Such Confidential Information shall include, for purposes of this Agreement, any such
information not generally known by the public, even though such information has been disclosed to
one or more third parties or AAO, pursuant to confidentiality agreements, disclosure agreements or
other agreements or collaborations entered into by AAO. For purposes of this Agreement, the
definition of Confidential Information applies equally to information acquired, learned, or disclosed
prior to, simultaneously with, or after the date of this Agreement.
(c) “Innovations” shall mean all processes, improvements, inventions

(whether or not protectable under patent laws and whether or not reduced to practice), works of
authorship, information fixed in any tangible medium of expression (whether or not protectable under
copyright laws), moral rights, mask works, trademarks, trade names, service marks, trade dress, trade
secrets, know-how, ideas, designs, databases, technologies, hardware or software, original works of
authorship, formulas, discoveries, patent rights (including, but not limited to, continuations,
continuations-in-part and reissues), copyrights, marketing and business ideas, and all other subject
matter protectable under patent, copyright, moral right, mask work, trademark, trade secret, or other
laws, and any improvements or contributions to the foregoing, which: (i) relate to AAO’s current or
contemplated business; (ii) relate to AAO’s actual or demonstrably anticipated research or
development; (iii) result from, arise out of or relate to DAP’s scope of employment with AAO or work
performed by DAP for AAO; (iv) that are conceived, developed, or made by DAP, alone or with others,
during the period of DAP’s employment with AAO, whether during working hours or not, and at any
time after DAP ceases to be employed by AAO, for any reason whatsoever, which relate in any manner
to the actual or anticipated business, research, or development of AAO in the case of clauses or (v)
involve the use of any AAO equipment, supplies, facilities, time, Trade Secrets, or Confidential
Information.
(d) “Trade Secrets” shall mean information, held by one or more people,
without regard to form, including, but not limited to, any formula, pattern, business data compilation,
program, device, method, technique, design, diagram, drawing, invention, plan, procedure, prototype
or process, that derives independent economic value, actual or potential, from not being generally
known to, and not being readily ascertainable by proper means by, other persons who can obtain
economic value from its disclosure or use, that are the subject of efforts that are reasonable under the
circumstances to maintain its secrecy, and that AAO or Franchisor uses in its business, including,
without limitation, the following:
(i) information that in any way relates to AAO’s projects, services,

financing management activities, financial condition, financial operations, purchasing activities,
business plans and marketing activities; and
(ii) customer lists, including but not limited to, information

acquired or compiled by AAO regarding actual or potential customers, including their identities, their
contact information, any information contained in the AAO’s customer relations management (“CRM”)
system related to the customers, their development prospects, financial information concerning their
business operations, identity and services purchased from AAO, and all related accounts receivable
information; and
(iii) supplier and referral partner lists, including but not limited to,
information acquired or compiled by AAO regarding actual or potential suppliers or referral partners,
including their identities, their development prospects, financial information concerning their business
operations, identity and services provided to AAO, and all related accounts payable information; and
(iv) information concerning or resulting from the development of

internal policies, procedures, standards, management or tools; and
(v) information concerning or relating to the AAO’s or Franchisor’s

marketing and business development initiates and strategies; and
(vi) information concerning or relating to the AAO’s or Franchisor’s

training programs including, but not limited to, program materials; and
(vii) any other information (in whatever form, including but not
limited to, electronic, digital, and hard copy) as may from time to time, be designated by AAO or
Franchisor as “Proprietary” or a “Trade Secret.”
If any of the above information is found by a court to not constitute a Trade Secret, such information
shall constitute "Confidential Information" as described herein for purposes of this Agreement.
2. Confidential Information and Protection of Trade Secrets.
(a) No Disclosure of Confidential Information or Trade Secrets. DAP shall

protect and guard, and not use for his/her own benefit or the benefit of anyone other than AAO, or
disclose, use, disseminate, copy, reproduce, make derivative works of, publish, communicate, reveal or
divulge, directly or indirectly, any Confidential Information or Trade Secrets to any person or entity at
any time or in any manner without the prior written consent of AAO, except as required in the course
of employment with AAO for the benefit of AAO or to the Franchisor for the benefit of the Franchisor.
DAP shall maintain Confidential Information and Trade Secrets in accordance with all instructions and
policies of AAO and the Franchisor and, in any event, not less than with the same degree of care that
DAP uses with respect to his/her own private personal and confidential information, and DAP will limit
the disclosure of Confidential Information and Trade Secrets on a need-to-know basis to persons and

entities who have signed an agreement of nondisclosure or confidentiality and for whom DAP has been
granted permission by AAO or the Franchisor in the course of performing duties as an DAP of AAO.
(b) Use or Disclosure. DAP shall not, while employed by AAO and at any
time thereafter, for any reason whatsoever, without the written consent of AAO or if applicable the
Franchisor, directly or indirectly, engage in, represent in any way, be connected with, furnish consulting
services to, be employed by, or have any interest, whether as owner, employee, principal, partner,
servant, agent, employee, representative, independent contractor, member, distributor, consultant,
officer, director, shareholder, or otherwise, whether or not for compensation, in any business which
through the faithful performance of his/her duties thereof could reasonably be anticipated to lead to
the use or disclosure of AAO’s Confidential Information or Trade Secrets.
(c) Ownership and Return of AAO’s Property Upon End of the Employment
Relationship. (i) DAP acknowledges and confirms that all Confidential Information and Trade Secrets
which are conceived, developed, or made by DAP in the course of DAP’s employment with AAO, or
disclosed to or otherwise acquired by DAP in the course of DAP’s employment with AAO, or are
otherwise within DAP’s possession, custody or control but belong to AAO, shall remain the sole and
exclusive property of AAO; (ii) that DAP shall not retain, copy or otherwise appropriate any of such
Confidential Information or Trade Secrets for DAP’s own use or the use or purposes of any third party,
without the prior written consent of AAO or written permission of an officer of Franchisor as the case
may be; (iii) that, upon the end of DAP’s employment relationship with AAO, for any reason
whatsoever, DAP shall promptly return all such Confidential Information and Trade Secrets, including all
copies or multiple versions thereof (regardless of the form or medium contained or stored in (including
hard copy, electronic or digital form), to AAO according to clause (iv) of this Subsection 2(c) and, in the
case of intangible information, shall continue to hold them as the confidential property of AAO or the
Franchisor and not disclose them, directly or indirectly, or use them for any purpose, without the prior
written consent of AAO or written permission of an officer of Franchisor; and (iv) at any time upon
AAO's request or Franchisor’s request and at any time DAP’s employment with AAO is terminated for
any reason, whether voluntarily or involuntarily, DAP shall within 48 hours of request or termination,
and without requiring the written demand or request by the AAO or Franchisor:
1) Inform AAO of and deliver to AAO all records, files, electronic

data, documents, plans, reports, books, notebooks, notes, memoranda, correspondence, contracts and
the like in DAP’s possession, custody or control that contain any Trade Secrets or Confidential
Information which DAP prepared, used, or came in contact with while employed by AAO; and
2) Inform AAO of and deliver to AAO all records, files, electronic

data, documents, plans, reports, books, notebooks, notes, memoranda, correspondence, contracts and
the like in DAP’s possession, custody or control that pertain in any way to the business of AAO and
which DAP prepared, used, or came in contact with while employed by AAO; and
3) Deliver to AAO all tangible property in DAP’s possession,

custody or control belonging to AAO or Franchisor, including, but not limited to, key cards, office keys,
cell phone, pagers, personal digital assistants, external hard drives, thumb drives, zip drives, lap top
computers, desk top computers, printers, fax machines, loaners, AAO vehicles and all other property;
and

4) Delete permanently from any electronic media in DAP’s
possession, custody, or control (such as computers, cell phones, hand-held devices, back-up devices,
zip drives, PDAs, etc.) or to which DAP has access (such as remote e-mail exchange servers, back-up
servers, off-site storage, etc.), all AAO documents or electronically stored images, including writings,
drawings, graphs, charts, sound recordings, images, and other data or data compilations stored in any
medium from which such information can be obtained including, but not limited to, customer and
supplier data (including, but not limited to, names, addresses, email addresses, office/home/mobile
phone numbers); and
5) Deliver to AAO a list of any documents that DAP created or is

otherwise aware that are password-protected and the password(s) necessary to access such password-
protected documents; and
6) Allow AAO representatives to inspect DAP’s AAO issued

and/or personal computers, thumb drives, and any other external hard drives to determine whether
any of AAO Trade Secrets or Confidential Information reside on said computers or drives and to remove
any such Trade Secrets and/or Confidential Information; and
7) Provide AAO with an affidavit, under penalty of perjury,

certifying to, among other things, (i) that DAP has complied with the obligations under this Agreement
during DAP’s employment, (ii) that DAP will abide by DAP’s obligations under this Agreement after
termination of DAP’s employment, (iii) that upon termination of employment or if otherwise requested
by the AAO, DAP has deleted any and all customer and supplier information from any electronic device
in DAP’s possession or control and (iv) that DAP has not maintained or retained any customer or
supplier information after the termination of employment.
DAP authorizes the AAO to use this Agreement as an authorization that, to the extent permitted by
applicable law, it may withhold or deduct form DAP’s wages, commissions, severance, or otherwise, to
recover the value of AAO property which DAP has returned upon the end of DAP’s employment with
AAO.
(d) DTSA Notice. DAP acknowledges having been notified

that, notwithstanding any obligations in this Agreement, pursuant to Section 7 of the Defend Trade
Secrets Act of 2016 (“DTSA”), AAO will not hold DAP criminally or civilly liable under any federal or state
trade secret law for the disclosure of Confidential Information or Trade Secrets that is made: (i) in
confidence to a federal, state, or local government official, either directly or indirectly, or to an
attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law. AAO
will also not hold DAP liable for such disclosures made in a complaint or other document filed in a
lawsuit or other proceeding, if such filing is made under seal. DAP also acknowledges having been
notified that individuals who file a lawsuit for retaliation by an employer for reporting a suspected
violation of law may disclose the Confidential Information or Trade Secret to the attorney of the
individual and use the Confidential Information or Trade Secret information in the court proceeding, if
the individual files any document containing the Confidential Information or Trade Secret under seal
and does not disclose the Confidential Information or Trade Secret, except pursuant to court order.

3. Innovations.
(a) DAP shall promptly disclose to AAO in writing all Innovations. DAP
shall promptly disclose and deliver to AAO copies of any patent, copyright, industrial design, or other
application for registration, letters patent, or extension of protection filed by DAP or any third party on
DAP’s behalf, during DAP’s employment with AAO or within one year after the end of DAP’s
employment relationship with AAO, for any reason whatsoever, that lists or identifies DAP as an
inventor or author or that, pursuant to this Section 3, is owned by or under obligation of assignment to
AAO.
(b) DAP shall transfer and assign, and does hereby transfer and assign, to
AAO all of DAP’s right, title and interest in and to each Innovation covered by this Section 3. All work
performed by DAP for AAO shall be considered “work made for hire,” and any written or tangible
materials conceived or written by DAP shall be done as “work made for hire” as defined and used in the
Copyright Act of 1976, 17 U.S.C. §§ 1, et seq. In the event of publication of such materials, DAP
understands that since all work is “work made for hire,” AAO will retain and own all rights in said
materials, including right of copyright and the right to make derivative works from said materials, and it
is expressly agreed and understood that title in such work shall at all times be held by AAO. DAP’s sole
right with respect to such work shall be to receive the payments mutually agreed for the services
performed as an employee. DAP expressly waives any and all claims to ownership or permissions,
including any rights of attribution or so-called “moral rights,” of any work product created in
connection with providing services to the AAO or otherwise at the request of AAO. As may be
requested by AAO from time to time, DAP agrees to take all steps reasonably necessary to assist AAO in
obtaining and enforcing any patent, copyright, or other protection that AAO elects to obtain or enforce,
in any country, for any Innovation covered by this Section 3. DAP’s obligation to assist AAO in obtaining
and enforcing such patents, copyrights, and other protections shall continue beyond the end of DAP’s
employment relationship with AAO, for any reason whatsoever, but AAO shall compensate DAP at a
reasonable rate after the end of DAP’s employment relationship with AAO for the time actually spent at
AAO’s request providing such assistance. DAP shall execute, without additional compensation, any
document deemed necessary by AAO to vest in it title or ownership in all Innovations covered by this
Section 3. If AAO is unable, after reasonable effort, to secure DAP’s signature on any document needed
to apply for, prosecute, or enforce any patent, copyright, or other protection in relation to any
Innovation, whether because of DAP’s physical or mental incapacity or for any other reason
whatsoever, DAP hereby irrevocably designates and appoints AAO and its duly authorized officers and
agents as DAP’s agent and attorney-in-fact, to act for and in DAP’s behalf and stead to execute and file
any such document and to do all other lawfully permitted acts to further the prosecution and
enforcement of patents, copyrights, or other protections with the same legal force and effect as if
executed by DAP.
(c) Prior Intellectual Property. Prior to becoming employed by AAO, DAP

represents and warrants that: (i) DAP made no inventions and acquired no interest in inventions that
relate in any way to AAO’s actual or anticipated business or research and development and that are the
subject of issued patents or pending patent applications, or that might become the basis for one or
more patent applications, other than those provided to AAO in writing prior to execution of this
Agreement, and (ii) DAP made no works and acquired no interest in works that relate in any way to
AAO’s actual or anticipated business or research and development and that are the subject of existing
copyright protection or pending applications for copyright protection, or that might become the basis

for one or more applications for copyright protection, other than those provided to AAO in writing prior
to execution of this Agreement.
4. Confidential Information or Trade Secrets of Others.
(a) While employed by AAO, DAP shall not improperly use or disclose any
confidential information or trade secrets of any former or concurrent employer or other person or
entity without the prior written consent of that employer, person or entity. Furthermore, while
employed by AAO, DAP shall not bring onto AAO premises any such confidential information or trade
secrets of any former or concurrent employer or other person or entity without the prior written
consent of that employer, person or entity.
(b) DAP represents and warrants that DAP is not under any obligation to
assign or transfer to any third party any rights to any Innovations conceived, developed, or made by
DAP, alone or with others.
5. No Solicitation of Customers or Potential Customers. DAP shall not, while

employed by AAO and for a period of two years after the end of DAP’s employment relationship with
AAO, for any reason whatsoever, without the prior written consent of AAO, other than for the account
of AAO, directly or indirectly, solicit, attempt to solicit, accept business from, or cause to be solicited
any party who during the term of DAP’s employment (a) was a customer of Franchisor, AAO or any
other Brightway Insurance agency during DAP’s employment with AAO, (b) was the recipient of a bid or
proposal from Franchisor, AAO, any other Brightway Insurance agency, or their agents, representatives,
or employees within 24 months prior to the end of DAP’s employment relationship with AAO, or (c)
that has previously been a customer or client of Franchisor, AAO or any other Brightway Insurance
agency, at any time during the 24 months prior to the end of DAP’s employment relationship with AAO.
6. Non-Competition. DAP shall not, while in DAP’s position with AAO, engage,
directly or indirectly, as an owner, operator, employee, producer, agent, manager, consultant, broker,
or otherwise have any interest in any property and casualty insurance and/or life insurance-related
business other than as a Designated Agency Principal of AAO; and if DAP is terminated by AAO or
otherwise leaves DAP’s position with AAO for any reason whatsoever, including but not limited to if the
Franchise Agreement between Franchisor and AAO is terminated, expires, or is not renewed, DAP shall
not, for a period of two (2) years after such occurrence, engage, directly or indirectly, as an owner,
operator, employee, producer, agent, manager, consultant, broker, or otherwise have any interest in:
(i) any business that is competing in whole or in part with Franchisor by granting franchises or licenses
to operate insurance agencies; or (ii) any business engaged, directly or indirectly, in the sale of property
& casualty insurance or life insurance, at or within a twenty (20) mile radius of AAO or any other
franchisee-owned or company-owned Brightway Insurance location that is in operation at such time,
other than as an authorized owner of another Brightway Insurance location.
7. No Solicitation of Referral Sources. DAP shall not, while employed by AAO and
for a period of two years after the end of DAP’s employment relationship with AAO, for any reason
whatsoever, without the prior written consent of AAO, other than for the account of AAO, directly or
indirectly, solicit, attempt to solicit, accept business from, or cause to be solicited any party who was a
referral source to the AAO during DAP’s employment with AAO, or was actively solicited by AAO, its
agents, representatives, or employees within 12 months prior to the end of DAP’s employment
relationship with AAO.
8. No Hiring of Employees. DAP shall not, while employed by AAO and for a
period of two years after the end of DAP’s employment relationship with AAO, for any reason
whatsoever, without the prior written consent of AAO, other than for the account of AAO, directly or
indirectly: (a) hire or employ any employee or other person associated with AAO on behalf of any
individual, corporation or other entity; or (b) induce or attempt to induce any employee or other
person associated with AAO to leave the employ of or cease doing business with AAO.
9. No Inducement to Cease Doing Business with AAO. DAP shall not, while
employed by AAO and for a period of three years after the end of DAP’s employment relationship with
AAO, for any reason whatsoever, without the prior written consent of AAO, directly or indirectly,
induce or attempt to induce any customer, supplier, insurer, referral source, association, organization,
vendor or any other person or entity to cease doing business with AAO.
10. LinkedIn and Social Media.
(a) In connection with any social media accounts associated as an account

of AAO, DAP shall, immediately following the termination of employment (e.g., during an exit
interview), or at any time upon the request of the AAO, but in no event later than 24 hours from
termination of employment, for any reason whatsoever, or the AAO’s request, provide AAO with the
account information for electronic mail, computer networks or Internet bulletin boards, blogs, or social
media, such as Facebook, LinkedIn, Instagram, or Twitter, or any other form of communication,
including, but not limited to, user names, login information, password reset information, associated e-
mail addresses, and passwords. Furthermore, DAP shall, immediately following the termination of
employment, for any reason whatsoever, cease and desist from use of social media accounts
associated with AAO including, but not limited to AAO’s Facebook, LinkedIn, Instagram, and Twitter
accounts.
(b) Immediately following the termination of employment (e.g., during an

exit interview) but in no event later than 24 hours following the end of DAP’s employment relationship
with AAO, for any reason whatsoever, DAP shall: (a) remove any association with (i.e., “unfriend,”
“unconnect,” or “unfollow”) each employee, candidate, customer, prospective customer, referral
source, or vendor of AAO prior to changing his/her on-line profile and data to reflect that s/he is no
longer employed by AAO; and (b) remove any reference to being a current employee of or being
currently associated with AAO. Any failure to comply with the terms of this Section 10, in the order
specified, is a material breach of the confidentiality and non-solicitation provisions of this Agreement.
The use of Facebook, LinkedIn, Instagram, Twitter or other social media to contact employees,
candidates, customers, prospective customers, vendors, or referral sources of AAO, following the end
of DAP’s employment relationship with AAO, for any reason whatsoever, is a material breach of the
non-solicitation provisions of this Agreement.
11. Breach. The restrictions contained in this Agreement, in view of the nature of
AAO’s business, are reasonable and necessary to protect the legitimate business interests of AAO, and
that any breach or threatened breach of this Agreement will cause irreparable injury to AAO, that
money damages shall not provide an adequate remedy, and that their enforcement would not impose
a hardship or significantly impair DAP’s ability to earn a livelihood. The remedy at law for any breach of
the foregoing shall be inadequate, and AAO shall therefore be entitled, in addition to any other relief
available to it, to preliminary, temporary and permanent injunctive relief without the necessity of
proving irreparable harm. If provisions of this Agreement are ever determined by a court of competent
jurisdiction to exceed limitations permitted by law, then such provisions shall be reformed
automatically to set forth the maximum limitations permissible by law. If DAP violates any of the
restrictions contained in this Agreement, the relevant restricted period shall be extended by a period
equal to the length of time from the commencement of any such violation until such time as such
violation shall be deemed, by AAO, to be cured. Nothing contained herein shall be considered as
prohibiting AAO from pursuing any other remedies available to it for such breach or threatened breach,
including any recovery of damages from DAP. If DAP violates this Agreement, and the AAO prevails in
any enforcement action, the DAP shall be liable for any attorneys’ fees and costs that AAO incurs in
connection with the enforcement of its rights under this Agreement. AAO may provide a copy of this
Agreement to any third party, for the purpose of ensuring DAP’s compliance with this Agreement, in
the sole discretion of AAO.
12. No Disparagement. DAP shall not take any action, directly or indirectly, which is
contrary to the interests of AAO or make any disparaging, untrue, negative, derogatory or defamatory
remarks concerning Franchisor, AAO or their business practices at any time. Notwithstanding anything
in this Agreement to the contrary, DAP’s obligations under this Agreement including, but not limited to,
DAP’s confidentiality, non-disparagement, and non-cooperation obligations, shall not apply in
connection with the DAP’s rights to participate in any proceeding before the National Labor Relations
Board, the Equal Employment Opportunity Commission or any similar state administrative agency or
body. However, should DAP initiate, commence, voluntarily cooperate with or provide assistance
including, but not limited to, testimony or consultative services, in any claim, lawsuit, administrative
proceeding, investigation, inquiry, or similar activity, whether governmental or private, whether
pending or otherwise, against or related to AAO, DAP shall provide written notice to AAO prior to
engaging in such conduct or activity.
13. Prior Agreements. DAP represents and warrants to AAO that there are no
restrictions, agreements or understandings, including, but not limited to, prior covenants not to
compete agreements, oral or written, to which DAP is a party or by which DAP is bound, that prevent or
make unlawful or actionable DAP’s execution or performance of this Agreement.
14. DAP Cooperation. DAP shall make him/herself available and cooperate in any
reasonable manner in providing assistance to AAO in concluding and defending any business or legal
(including the defense of any claim) matters which relate to AAO. DAP’s obligation to assist AAO shall
continue beyond the end of DAP’s employment relationship with AAO, for any reason whatsoever;
however, AAO shall not be obligated to compensate DAP for said cooperation and assistance. Such
cooperation shall include, but not be limited to, answering questions regarding any previous or current
project DAP worked on while employed by AAO so as to insure a smooth transition of responsibilities
and to minimize any adverse consequences of a change in DAP’s relationship with AAO or otherwise as
well as meeting with internal AAO employees to discuss and review issues which DAP was directly or
indirectly involved with during employment with AAO, participating in any investigation conducted by
AAO either internally or by outside counsel or consultants, signing declarations or witness statements,
preparing for and serving as a witness in any civil or administrative proceeding by both depositions or a
witness at trial, reviewing documents and similar activities that AAO deems necessary. Furthermore,
DAP shall not initiate, commence, voluntarily cooperate with or provide assistance to any third party or
individual in connection with any claim against AAO, whether pending or otherwise, including, but not
limited to, testimony or consultative services, in any claim, lawsuit, administrative proceeding,
investigation, inquiry, or similar activity, whether governmental or private, without the prior written
consent of AAO. In the case of legal proceedings, DAP shall notify AAO of any subpoena or other similar
notice to give testimony or provide documentation (“Notice”), within two business days of receipt of
said Notice and prior to providing any response to said Notice such that AAO may have an opportunity
to seek and obtain, among other things, an appropriate protective order or seek intervention in the
matter.
15. Electronic Communication Systems.
(a) DAP shall not utilize for his/her personal use, any of the AAO’s
electronic communication systems (including, but not limited to, desktop or laptop computers,
facsimile machines, PDAs, telephones, cell phones, smartphones, any portable data storage devices
(including, but not limited to, thumb/flash memory, hard disc drive, CDs, DVDs, disks or any other type
of magnetic or optical storage device or any other device of similar function) (collectively referred to
herein as “Device(s)”). DAP shall also not remove any Device from the AAO’s premises without the prior
written consent of AAO. DAP acknowledges and confirms that s/he has no expectation of privacy in the
AAO’s electronic communication systems.
(b) DAP acknowledges and confirms that:
(i) all electronic (email/internet/world wide web (“www”))

communication systems operated by AAO (collectively referred to herein as “Systems”), as well as
information stored, downloaded, transmitted, received, or contained in such Systems, are the property
of AAO. These Systems are to be used solely for job related purposes;
(ii) AAO reserves and intends to exercise the right at any time to
review, audit, intercept, access, and disclose all materials created, received or sent over such Systems
and that DAP shall have no expectation of privacy from such access or monitoring;
(iii) the Systems shall not be used to solicit others for commercial
ventures, religious or political causes, outside organizations or other non-business matters;
(iv) the Systems shall not be used to create any offensive or

disruptive messages. Offensive and disruptive messages include, but are not limited to, any messages
which are in contravention of AAO’s Non-Harassment Policy, which contain any racial or ethnic slurs or
which offensively address someone’s age, gender, sexual orientation, religious or political beliefs,
national origin, or disability/handicap or other classification protected by applicable law;
(v) the Systems shall not be used to send (upload) or retrieve

(download) copyrighted materials, trade secrets, proprietary business or financial information or
similar materials without the prior written consent of AAO;
(vi) all passwords or pass codes must be disclosed to AAO and log-
on and other passwords shall not be shared with a third party or another employee, unless requested
and approved in writing by AAO; and
(vii) DAP is not authorized to retrieve or read any e-

mail/internet/www communication, link or message that are not sent to him/her, unless requested and
approved in writing by AAO.
16. Subsequent Employment. DAP shall promptly disclose, in writing to AAO, the
name and address of any new or subsequent business or entity DAP becomes associated with, whether
as an owner, employee, principal, partner, servant, agent, representative, independent contractor,
member, distributor, consultant, officer, director, shareholder, or otherwise, whether or not for
compensation, including self-employment, either directly or indirectly, within the two years after DAP’s
employment with AAO ceases. In connection with this disclosure requirement, DAP shall include, in
writing, the name of DAP’s direct supervisor(s); the AAO reserves the right to contact these individuals
for the purpose of ensuring DAP’s compliance with the terms of this Agreement.
17. Miscellaneous.
(a) Indulgences, etc. Neither the failure nor any delay on the part of AAO
to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any
other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any
waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a
waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall
be effective unless it is in writing and is signed by the party asserted to have granted such waiver. A
valid waiver of any provision of this Agreement shall be limited to the instance specified in writing and,
unless otherwise expressly stated, shall not be effective as a continuing waiver or repeal of such
provision.
(b) Controlling Law. This Agreement and all questions relating to its
validity, interpretation, performance and enforcement (including, without limitation, provisions
concerning limitations of actions), shall be governed by and construed in accordance with the laws of
the State of Florida, notwithstanding any conflict-of-laws doctrines. This Agreement shall be
interpreted without the aid of any canon, custom or rule of law requiring construction against the
draftsman. This Agreement shall be construed as drafted by both of DAP and AAO, as parties of
equivalent bargaining power, and not for or against either of them as drafter.
(c) Binding Nature of Agreement. This Agreement shall inure to the

benefit of AAO including any transferee of the business operation, as a going concern, in which DAP is
employed and shall be binding upon DAP, DAP’s heirs and personal representatives. None of the rights
or obligations of DAP hereunder may be assigned or delegated. AAO may assign its rights under this
Agreement in whole or in part.
(d) Third Party Beneficiary. Franchisor shall be a third-party beneficiary

under this Agreement for all purposes, with the independent right to enforce its terms and to protect
the rights and obligations granted to Franchisor hereunder.
(d) Provisions Separable. The provisions of this Agreement are

independent of and separable from each other, and no provision shall be affected or rendered invalid
or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or
unenforceable in whole or in part. If any provision of this Agreement is deemed invalid or
unenforceable, the validity of the other provisions of this Agreement shall not be impaired. If any
provision of this Agreement shall be deemed invalid as to its scope, then, notwithstanding such
invalidity, such provision shall be valid to the fullest extent permitted by law, and, if any court makes
such a determination, such court shall have the power to modify the duration, scope and/or area of
such provision and/or to delete specific words and phrases by “blue penciling” and, in its reduced or
blue penciled form, to enforce such provision to the fullest extent permitted by law.
(e) DAP Claims. The existence of any claim or cause of action by DAP
against AAO shall not constitute a defense to the enforcement by AAO of DAP’s covenants, obligations,
or undertakings in this Agreement.
(f) Entire Agreement. This Agreement contains the entire understanding

among the parties hereto with respect to the subject matter of this Agreement, and supersedes all
prior and contemporaneous agreements and understandings, inducements or conditions, express or
implied, oral or written, except as herein contained. The express terms hereof control and supersede
any course of performance and/or usage of the trade inconsistent with any of the terms hereof. By the
execution of this Agreement, DAP acknowledges that any such superseded understandings and
agreements are terminated, and DAP disclaims any and all rights or interest that may have existed with
respect thereto. Further, any representations, promises, agreements or understandings, written or
oral, with regard to the terms addressed in this Agreement that are not contained in this Agreement
shall be of no force or effect. This Agreement may not be modified or amended other than by an
agreement in writing signed by DAP and AAO. Furthermore, DAP acknowledges and confirms that any
subsequent change or changes in his/her duties, compensation or benefits shall not affect the validity
or scope of this Agreement. Notwithstanding the foregoing, nothing herein shall limit the application of
any generally applicable AAO policy, practice, plan or the terms of any agreement, manual or handbook
applicable to AAO’s employees generally, except to the extent the foregoing directly conflict with this
Agreement, in which case the terms of this Agreement shall prevail.
(g) Section Headings. The Section headings in this Agreement are for
convenience only; they form no part of this Agreement and shall not affect its interpretation.
(h) Gender, etc. Words used herein, regardless of the number and gender
specifically used, shall be deemed and construed to include any other number, singular or plural, and
any other gender, masculine, feminine or neuter, as the context indicates is appropriate.
(i) Jurisdiction of Courts. The exclusive legal venue for any legal action,
claim, suit, dispute or matter arising out of or relating to this Agreement, or any documents to be
executed pursuant to this Agreement by the parties hereto, shall be: (i) Duval County, Florida, in the
event that Franchisor initiates an action under this Agreement pursuant to its third-party beneficiary
rights; or (ii) the state or federal courts nearest to the premises of the business operated by AAO, in all
other instances.
(j) Survival. All provisions of this Agreement which by their terms survive
the end of DAP’s employment relationship with AAO, including, but not limited to, the post-
employment obligations and covenants of DAP set forth in this Agreement, shall survive the end of
DAP’s employment relationship with AAO and shall remain in full force and effect thereafter in
accordance with their terms.
(k) Advice of Counsel and Acknowledgement. DAP acknowledges that DAP

has had a full and fair opportunity to seek DAP’s own counsel regarding this Agreement and that DAP
has so consulted or freely chosen not to seek counsel. By signing this Agreement, DAP acknowledges
that DAP has read and understands this Agreement and shall abide by all its terms and conditions. DAP
also acknowledges that this Agreement has not been executed in reliance upon any representation or
promise except those contained herein, and that AAO has made no representation or guarantee about
employing DAP for a specified period of time.
(l) Waiver of Jury Trial. Any dispute arising out of or concerning this
Agreement and/or any and all claims or causes of action, including statutory claims, arising out of DAP’s
employment, between DAP and AAO during his/her employment or after the termination of said
employment, shall be tried without a jury. EMPLOYEE HEREBY IRREVOCABLY EXPRESSLY AND
VOLUNTARILY WAIVES HIS/HER RIGHT TO A JURY TRIAL AND DOES SO IN ORDER TO RESOLVE ANY
FUTURE DISPUTES IN A MORE EFFICIENT AND COST-EFFECTIVE MANNER.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day
and year set forth above.
BRIGHTWAY SYSTEM AGENCY: EMPLOYEE

a [STATE] [TYPE OF ENTITY]
By: _______________________________ _______________________________

[AAO NAME, TITLE] [NAME], Individually

EXHIBIT N
COMMISSION ENHANCEMENT ADDENDUM AND NOTE

Commission Enhancement Addendum and Note
OFFICE AGENCY COMMISSION ENHANCEMENT ADDENDUM
This OFFICE AGENCY COMMISSION ENHANCEMENT ADDENDUM (the “Addendum”) to the

Brightway Insurance, LLC Franchise Agreement is made and entered into this _____________ (the
“Effective Date”), by and between Brightway Insurance, LLC, a Florida limited liability company
(“Brightway”), ______________________, a ______________ with an address at
_______________________________________ (“AAO”), and ________________________, [an
individual/each an individual] (“Guarantors”).
BACKGROUND
A. On __________________, Brightway and AAO entered into a franchise agreement (the

“Franchise Agreement”), pursuant to which AAO obtained the right and undertook the obligation to
operate a franchised Brightway Insurance location as an “Office Agency – No Enhanced Commission Fee
Paid” in or around _________________________________ (the “Brightway Location”). Additionally,
Guarantors entered into the “Guaranty of AAO’s Undertakings” attached as an exhibit to the Franchise
Agreement (the “Guaranty”), under which Guarantors agreed to personally guarantee AAO’s obligations
under the Franchise Agreement.
B. Brightway offers new and certain qualified associate agency owners the opportunity to
opt into an enhanced commission structure and operate as an “Office Agency – Enhanced Commission
Fee Paid” as defined in Exhibit 2 to the Franchise Agreement (“OAE”). The OAE structure provides for a
higher commission split for the AAO than the Office Agency model without commission enhancement
(“OAS”), as described more fully in this Addendum.
C. AAO wishes to opt into the enhanced commission structure and convert the Brightway
Location to an OAE, and Brightway is willing to consent to AAO’s request to convert the Brightway
Location to an OAE, pursuant to the terms and conditions of the Franchise Agreement and this
Addendum.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, commitments
and understandings contained herein, the parties agree as follows:
1. Commission Enhancement Fee. In consideration of the execution of this Addendum and

as a requirement to convert the Brightway Location to an OAE, AAO agrees to pay Brightway a non-
refundable “Commission Enhancement Fee” in the amount of Twenty-Eight Thousand Eight Hundred
Dollars ($28,800), which shall be paid in accordance with Section 2 of this Addendum. Upon payment of
the Commission Enhancement Fee and as of the Date set forth in Section 3, and subject to AAO’s
compliance with the terms of the Franchise Agreement, this Addendum, and the Note, the parties
hereby agree that the Brightway Location shall be deemed an “OAE” for all purposes described in the
Franchise Agreement and in Brightway’s Confidential Operating Manual.
2. Commission Enhancement Fee Note. Contemporaneously with the execution of this

Addendum, AAO and Guarantors shall enter into Brightway’s prescribed form of promissory note and

guaranty (the “Note”), a copy of which is attached hereto as Attachment A, and which provides for the
financing of the Twenty-Eight Thousand Eight Hundred Dollar ($28,800) Commission Enhancement Fee.
3. Commission Enhancement. Notwithstanding anything contrary set forth in Section 8(c)

of the Franchise Agreement, Brightway hereby agrees that: (i) subject to AAO’s strict compliance with
the Franchise Agreement, this Addendum and the Note, and (ii) upon receipt by Brightway of the signed
Note, AAO shall be entitled to receive eighty percent (80%) of all Brightway Sales Commissions received
on all New Business from Client Accounts generated by AAO, and Brightway shall be entitled to retain
the remaining twenty percent (20%) (the foregoing representing the commission split for a Commission
Enhanced Office Agency as set forth in Exhibit 2 to the Franchise Agreement). This enhanced
commission structure shall have no effect on business transacted prior to the following date:
__________________.
4. Release by AAO and Guarantors. AAO and Guarantors, for themselves and all persons
and entities claiming by, through, or under them, release, acquit and forever discharge Brightway and its
present and former officers, employees, shareholders, directors, agents, servants, representatives,
affiliates, successors, and assigns (the “Brightway Releasees”) from all obligations, claims, debts,
demands, covenants, contracts, promises, agreements, liabilities, costs, attorneys’ fees, actions or
causes of action whatsoever, whether known or unknown, which they, by themselves, on behalf of, or
in conjunction with any other person, persons or entity have, had or claim to have against the Brightway
Releasees, including but not limited to those arising out of or related to the offer, sale, or operation of
the Brightway Location, the parties’ rights or obligations under the Franchise Agreement or Guaranty, or
any and all rights, obligations or claims under any state franchise regulations or franchise relationship
laws. AAO and Guarantors warrant and represent that they have not assigned or otherwise transferred
any claim or cause of action released by this Addendum.
5. Termination. This Addendum will automatically terminate without notice upon the
termination or expiration and non-renewal of the Franchise Agreement for any reason.
6. Defined Terms. Terms defined in the Franchise Agreement and not defined in this
Addendum have the meaning defined in the Franchise Agreement.
7. Binding Effect. This Addendum will inure to the benefit of, and will be binding upon, the
parties hereto and their respective successors and assigns.
8. Severability. In case any covenant, condition, term or provision contained in this

Addendum shall be held to be invalid, illegal, or unenforceable in any respect, in whole or in part, by
judgment, order or decree of any court or other judicial tribunal of competent jurisdiction, the validity of
the remaining covenants, conditions, terms and provisions contained in this Addendum, and the validity
of the remaining part of any term or provision held to be partially invalid, illegal or unenforceable, shall
in no way be affected, prejudiced, or disturbed thereby.
9. Attorneys’ Fees. In the event any litigation or controversy arises out of or in connection
with this Addendum between the parties hereto, the prevailing party shall be entitled to recover from

agreement of the parties hereto with respect to the subject matter of this Addendum, and supersede
any and all previous agreements between the parties, whether written or oral, with respect to such
subject matter. In the event of a conflict between the terms of the Franchise Agreement and the terms
of this Addendum, the terms of this Addendum will control. Except as amended hereby, all the other
terms and conditions of the Franchise Agreement are ratified and confirmed.
11. Multiple Copies or Counterparts of Addendum; E-Signature. The original and one or
more copies of this Addendum may be executed by one or more of the parties hereto. In such event, all
of such executed copies shall have the same force and effect as the executed original and all of such
counterparts taken together shall have the effect of a fully executed original. An electronically-signed
copy of this Addendum delivered by email or other means of electronic transmission shall be deemed to
have the same legal effect as delivery of an original signed copy of this Addendum.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have duly executed
and delivered this Addendum the date and year first written above.
BRIGHTWAY:
By: _________________________________
AAO:
By: _________________________________
GUARANTORS:
____________________________________
____________________________________

ATTACHMENT A
Date of Note: __________________
Principal Amount: Twenty-Eight Thousand Eight Hundred Dollars ($28,800)
renewal of the Franchise Agreement or termination of the Commission
Enhancement Addendum, or the later of (a) the 21st day of the month
exactly sixty-six (66) months after the Date of Note; or (b) the 21st day of
the month exactly sixty-six (66) months after Maker commences
operation of the Brightway Location governed by the Franchise
Agreement.
Maker: _______________, a _____________________

days.
This Note is being executed in connection with the Brightway Insurance, LLC Commission Enhancement
Addendum (the “Commission Enhancement Addendum”), the terms of which are hereby incorporated by
reference.
On the earlier of (a) the termination or expiration and non-renewal of the Franchise Agreement, (b) any
Note, or (c) the termination of the Commission Enhancement Addendum, the aggregate unpaid Principal
Amount and all other amounts payable under this Note shall be due and payable on the earlier of: (i) the
twenty-first (21st) day of the month immediately following the termination or expiration of the Franchise
Agreement, (ii) the effective date of any transfer of the Franchise Agreement that does not include an
assignment of this Note, or (iii) the twenty-first (21st) day of the month immediately following the
termination of the Commission Enhancement Addendum. In the event payment is governed by this
paragraph, the foregoing shall constitute the Maturity Date.
follows: Beginning on the later of (a) the 21st day of the nineteenth (19th) month following the Date of Note,
or (b) the 21st day of the nineteenth (19th) month after Maker commences operation of the Brightway
Location governed by the Franchise Agreement, and continuing every month thereafter for forty-seven (47)
consecutive months (48 monthly payments total), Maker shall remit to payee an amount equal to Six
Hundred Dollars ($600) per month. In the event payment is governed by this paragraph, the Maturity Date
shall be the 21st day of the forty-eighth (48th) month after the first payment hereunder is due. All amounts
outstanding under this Note shall be due and payable on the applicable Maturity Date.
THEREWITH]
Note:
obligation, term, provision, covenant or agreement contained in this Note, the Commission Enhancement
MAKER:
By: _____________________________
Date: ___________________________

_____________ (the “Note”), in the original principal amount of Twenty-Eight Thousand Eight Hundred
GUARANTORS:
________________________________
________________________________
EXHIBIT O
STATE EFFECTIVE DATES PAGE

State Effective Dates
STATE EFFECTIVE DATES – 2022
The following states require that the Franchise Disclosure Document be registered or filed with the
state, or be exempt from registration: California, Hawaii, Illinois, Indiana, Maryland, Michigan,
Minnesota, New York, North Dakota, Rhode Island, South Dakota, Texas, Virginia, Washington, and
Wisconsin.
This Franchise Disclosure Document is effective and may be used in the following states, where the
document is filed, registered or exempt from registration, as of the Effective Date stated below:
CALIFORNIA EXEMPTION PENDING

FLORIDA APRIL 26, 2022
HAWAII NOT REGISTERED
ILLINOIS EXEMPTION PENDING
INDIANA EXEMPTION PENDING
MARYLAND EXEMPTION PENDING
MICHIGAN APRIL 26, 2022
MINNESOTA PENDING
NEW YORK EXEMPTION PENDING
NORTH DAKOTA EXEMPTION PENDING
RHODE ISLAND PENDING

SOUTH DAKOTA PENDING
UTAH APRIL 26, 2022
VIRGINIA PENDING
WASHINGTON PENDING
WISCONSIN APRIL 29, 2022
Other states may require registration, filing, or exemption of a franchise under other laws, such as those
that regulate the offer and sale of business opportunities or seller-assisted marketing plans.

State Effective Dates
EXHIBIT P:
RECEIPTS

Receipts
RECEIPTS (OUR COPY)
This Disclosure Document summarizes certain provisions of the Franchise Agreement and other information in
plain language. Read this Disclosure Document and all agreements carefully. If Brightway Insurance, LLC offers you
a franchise, it must provide this Disclosure Document to you 14 calendar days before you sign a binding agreement
with, or make a payment to, the franchisor or an affiliate in connection with the proposed franchise sale. New York
and Rhode Island require that we give you this Disclosure Document at the earlier of the first personal meeting or
10 business days before the execution of the franchise or other agreement or payment of any consideration that
relates to the franchise relationship. Michigan requires that we give you this Disclosure Document at least 10
business days before the execution of any binding franchise or other agreement, or the payment of any
consideration, whichever occurs first.
If Brightway Insurance, LLC does not deliver this Disclosure Document on time or if it contains a false or misleading
statement, or a material omission, a violation of federal law and state law may have occurred and should be
reported to the Federal Trade Commission, Washington, D.C. 20580 and the state administrator identified in
Exhibit H of this Disclosure Document. A list of the franchisor’s agents registered to receive service of process is
also included in Exhibit H to this Disclosure Document. I have received a Disclosure Document with an Issuance
Date of April 26, 2022. This FDD included the following Exhibits:
Exhibit A. Financial Statements Exhibit H. List of State Administrators and

Exhibit B. Franchise Agreement Agents for Service of Process
Exhibit C. Sample Termination and Release Exhibit I. Multi-Unit Program Agreement
Agreement Exhibit J. Franchisee Disclosure Questionnaire
Exhibit D. Tables of Contents of Confidential Exhibit K. Affidavit Regarding Existing
Exhibit E. List of Current and Former Brightway Exhibit L. Collateral Assignment of Lease
Locations Exhibit M. Confidentiality and Non-Competition
Exhibit F-1. Retail Agency Conversion Addendum Agreement
Exhibit F-2. Financed Retail Agency Conversion Exhibit N. Commission Enhancement Addendum
Addendum and Note Exhibit O. State Effective Dates Page
Exhibit F-3. Retail Agency Initial Fee Note Exhibit P. Receipts
Exhibit G. State Specific Addenda
A list of the names, principal business addresses, and telephone numbers of each franchise seller offering this
franchise is as follows:
James Cundiff, 3733 University Boulevard West, Ste. 100, Jacksonville, FL 32217, (904) 764-9554
Matt Flagler, 3733 University Boulevard West, Ste. 100, Jacksonville, FL 32217, (904) 764-9554
Chip Hyers, 3733 University Boulevard West, Ste. 100, Jacksonville, FL 32217, (904) 764-9554
Natalie Gagnon, 3733 University Boulevard West, Ste. 100, Jacksonville, FL 32217, (904) 764-9554
LeAnne Martinez, 3733 University Boulevard West, Ste. 100, Jacksonville, FL 32217, (904) 764-9554
Clay Buchanan, 3733 University Boulevard West, Ste. 100, Jacksonville, FL 32217, (904) 764-9554
Jovani Rodriguez, 101 SW 132nd Way, Apt. 303J, Pembroke Pines, FL 33027, (845) 300-3972
Name of Prospective Franchisee, individually & as an officer of ______________________________________.
Date: ________________________
Signature of Prospective Franchisee
Date, sign and return this Original Receipt to: Brightway Insurance, LLC 3733 University Boulevard West, Suite 100,
Jacksonville, Florida 32217; compliance@brightway.com.

Receipts
RECEIPTS (YOUR COPY)
This Disclosure Document summarizes certain provisions of the Franchise Agreement and other information in
plain language. Read this Disclosure Document and all agreements carefully. If Brightway Insurance, LLC offers you
a franchise, it must provide this Disclosure Document to you 14 calendar days before you sign a binding agreement
with, or make a payment to, the franchisor or an affiliate in connection with the proposed franchise sale. New York
and Rhode Island require that we give you this Disclosure Document at the earlier of the first personal meeting or
10 business days before the execution of the franchise or other agreement or payment of any consideration that
relates to the franchise relationship. Michigan requires that we give you this Disclosure Document at least 10
business days before the execution of any binding franchise or other agreement, or the payment of any
consideration, whichever occurs first.
If Brightway Insurance, LLC does not deliver this Disclosure Document on time or if it contains a false or misleading
statement, or a material omission, a violation of federal law and state law may have occurred and should be
reported to the Federal Trade Commission, Washington, D.C. 20580 and the state administrator identified in
Exhibit H of this Disclosure Document. A list of the franchisor’s agents registered to receive service of process is
also included in Exhibit H to this Disclosure Document. I have received a Disclosure Document with an Issuance
Date of April 26, 2022. This FDD included the following Exhibits:
Exhibit A. Financial Statements Exhibit H. List of State Administrators and

Exhibit B. Franchise Agreement Agents for Service of Process
Exhibit C. Sample Termination and Release Exhibit I. Multi-Unit Program Agreement
Agreement Exhibit J. Franchisee Disclosure Questionnaire
Exhibit D. Tables of Contents of Confidential Exhibit K. Affidavit Regarding Existing
Exhibit E. List of Current and Former Brightway Exhibit L. Collateral Assignment of Lease
Locations Exhibit M. Confidentiality and Non-Competition
Exhibit F-1. Retail Agency Conversion Addendum Agreement
Exhibit F-2. Financed Retail Agency Conversion Exhibit N. Commission Enhancement Addendum
Addendum and Note Exhibit O. State Effective Dates Page
Exhibit F-3. Retail Agency Initial Fee Note Exhibit P. Receipts
Exhibit G. State Specific Addenda
A list of the names, principal business addresses, and telephone numbers of each franchise seller offering this
franchise is as follows:
James Cundiff, 3733 University Boulevard West, Ste. 100, Jacksonville, FL 32217, (904) 764-9554
Matt Flagler, 3733 University Boulevard West, Ste. 100, Jacksonville, FL 32217, (904) 764-9554
Chip Hyers, 3733 University Boulevard West, Ste. 100, Jacksonville, FL 32217, (904) 764-9554
Natalie Gagnon, 3733 University Boulevard West, Ste. 100, Jacksonville, FL 32217, (904) 764-9554
LeAnne Martinez, 3733 University Boulevard West, Ste. 100, Jacksonville, FL 32217, (904) 764-9554
Clay Buchanan, 3733 University Boulevard West, Ste. 100, Jacksonville, FL 32217, (904) 764-9554
Jovani Rodriguez, 101 SW 132nd Way, Apt. 303J, Pembroke Pines, FL 33027, (845) 300-3972
Name of Prospective Franchisee, individually & as an officer of ______________________________________.
Date: ________________________
Signature of Prospective Franchisee
Keep this copy of the receipt for your records.

Receipts

Brightway FDD 2022-2023

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FRANCHISE DISCLOSURE DOCUMENT

BRIGHTWAY INSURANCE, LLC

© 2022-2023 Brightway Insurance, LLC

QUESTION WHERE TO FIND INFORMATION

© 2022-2023 Brightway Insurance, LLC

Some States Require Registration

© 2022-2023 Brightway Insurance, LLC

Certain states require that the following risk(s) be highlighted:

1. Out-of-State Dispute Resolution. The Franchise Agreement requires you to

© 2022-2023 Brightway Insurance, LLC

CERTAIN STATES REQUIRE FRANCHISORS TO MAKE ADDITIONAL DISCLOSURES RELATED TO THE

© 2022-2023 Brightway Insurance, LLC

Brightway and Predecessors

© 2022-2023 Brightway Insurance, LLC

The Franchise Offered

© 2022-2023 Brightway Insurance, LLC

© 2022-2023 Brightway Insurance, LLC

Market and Competition

© 2022-2023 Brightway Insurance, LLC

President & Chief Executive Officer: Mark Cantin

Chief Financial Officer: Robert Taylor

Chief Technology Officer: Bob Hitchcock

Vice President of Sales: Chip Hyers

© 2022-2023 Brightway Insurance, LLC

Director of Compliance: LeAnne M. Martinez

General Counsel: Max Staplin

Head of Business Transformation: Irina Shevelenko

Head of Marketing Communications: David Mozdziak

Head of Customer Experience: Eliah Kahn

Interim Chief Commercial Officer: Tom Rudder

Other than this action, no litigation must be disclosed in this Item.

No bankruptcy information must be disclosed in this Item.

Commission Enhancement Fee

Retail Agency Conversion Fee

TYPE OF FEE (1) AMOUNT DUE DATE REMARKS

Office Agency (no

© 2022-2023 Brightway Insurance, LLC

Office Agency: 50%

By way of illustration, a Retail Agency with

Since the AAO Shared Expenses are not

© 2022-2023 Brightway Insurance, LLC

© 2022-2023 Brightway Insurance, LLC

© 2022-2023 Brightway Insurance, LLC

© 2022-2023 Brightway Insurance, LLC

Amount (1) Method of When To Whom

Furniture, Furnishings, and $0 to $7,000 As Arranged As Incurred Vendors

TOTAL ESTIMATED INITIAL

© 2022-2023 Brightway Insurance, LLC

© 2022-2023 Brightway Insurance, LLC

© 2022-2023 Brightway Insurance, LLC

B. YOUR ESTIMATED INITIAL INVESTMENT – OFFICE AGENCY

Amount (1) Method of When To Whom

© 2022-2023 Brightway Insurance, LLC

TOTAL ESTIMATED INITIAL

Approved Insurance Products and Services

Lease and Leasehold Improvements

Furniture, Fixtures, Equipment and Signage

© 2022-2023 Brightway Insurance, LLC

© 2022-2023 Brightway Insurance, LLC