FILED: NEW YORK COUNTY CLERK 07/19/2013 INDEX NO /2013 NYSCEF DOC. NO. 20 RECEIVED NYSCEF: 07/19/2013. Exhibit 2

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1 FILED: NEW YORK COUNTY CLERK 07/19/2013 INDEX NO /2013 NYSCEF DOC. NO. 20 RECEIVED NYSCEF: 07/19/2013 Exhibit 2

2 EXECUTION COPY VOTING SUPPORT AGREEMENT July 13, 2012 Sanford Miller (the Shareholder ), solely in his capacity as a shareholder of Franchise Services of North America Inc.( FSNA ) and not in any other capacity, agrees to the foregoing. In consideration of FSNA, Advantage Company Holdings, Inc. ( Merger Sub ), Boketo LLC ( Macquarie ) and Adreca Holdings Corp. (the Company ) entering into the Agreement and Plan of Merger dated as of the date hereof (the Merger Agreement ), a copy of which the Shareholder acknowledges receipt of, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, this voting support agreement (this Agreement ) sets out the terms on which the Shareholder undertakes to support the Transactions and to take certain actions and do certain things in respect of the Transactions. 1. Representations and Warranties of the Shareholder The Shareholder hereby represents and warrants to each of FSNA, Macquarie and the Company (and acknowledges that each of FSNA, Macquarie and the Company is relying upon such representations and warranties) that, as of the date hereof, as of the date of the Special Meeting and as of the Closing Date: (a) (b) the securities set forth on Schedule A to this Agreement include all common shares in the capital of FSNA ( FSNA Shares ) held of record, beneficially owned by, or for which voting or dispositive power is granted to the Shareholder or to any trust or associate thereof for the benefit of the Shareholder as of the date hereof (such securities, together with any other securities of FSNA beneficially owned by the Shareholder, or for which voting or dispositive power is granted to the Shareholder or to any trust or associate thereof for the benefit of the Shareholder, in each case after the date hereof, the Owned Securities ); except as set forth on Schedule B, the Shareholder is the legal and/or beneficial owner (as indicated) of the Owned Securities (as indicated), has sole voting power, and has exclusive right of disposition and sole power to agree to all of the matters set forth in this Agreement; except as set forth on Schedule B, or as otherwise contemplated by this Agreement, the Shareholder has, and will have at the time the Shareholder votes (or causes to be voted) all of its Owned Securities at the Special Meeting, good title to its Owned Securities, free and clear of any and all proxies, voting restrictions, adverse claims or Liens (as defined below); except as set forth on Schedule B, other than the Owned Securities, no FSNA Shares or other securities of FSNA or securities convertible into or exchangeable for or otherwise exercisable to acquire securities of FSNA are beneficially owned by the Shareholder or for which voting or dispositive power is granted to the Shareholder or to any trust or associate thereof for the benefit of the Shareholder, directly or indirectly, and the Shareholder does not have any right nor is party to any agreement capable of becoming a right to acquire any such securities. the Shareholder has the legal capacity to execute, deliver and perform its obligations set forth in this Agreement; this Agreement has been duly executed

3 - 2 - and delivered by the Shareholder and, assuming the due authorization, execution and delivery by FSNA, Macquarie and the Company, this Agreement constitutes the legal, valid and binding obligation of the Shareholder, enforceable in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors rights generally and general principles of equity; as of the Closing Date, the Shareholder has the legal capacity to execute and deliver the Final Structure Documents to which it is a party and to consummate the transactions contemplated thereby; as of the Closing Date, each Final Structure Document will be duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the other parties thereto, constitute the legal, valid and binding obligation of the Shareholder, enforceable in accordance with its terms; (c) (d) if a legal entity, the Shareholder is validly subsisting and has all necessary corporate or other power and authority to execute and deliver this Agreement resulting from its acceptance hereof and to perform its obligations hereunder and, as of the Closing Date, to execute and deliver the Final Structure Documents to which it is a party resulting from its acceptance thereof and to consummate the transactions contemplated thereby; neither the execution and delivery of this Agreement by the Shareholder, nor the performance by the Shareholder of its obligations hereunder, nor, as of the Closing Date, the execution and delivery of the Final Structure Documents by the Shareholder nor the consummation by the Shareholder of the transactions contemplated thereby, will: (i) (ii) (iii) result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) (or give rise to any third party right of purchase or right of first refusal) under, if the Shareholder is a legal entity, any provision of any of the organizational documents of the Shareholder, and, in all circumstances, under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, contract, licence, agreement, lease, permit or other instrument or obligation to which such Shareholder is a party and by which the Shareholder is bound; except as set forth on Schedule B, require on the part of the Shareholder any filing with (other than pursuant to the requirements of applicable securities Laws (as defined below) (which filings the Shareholder shall undertake)), or permit, authorization, consent or approval of, any Governmental Entity (as defined below) or any other Person; or violate or conflict with any judgment, order, notice, decree, statute, Law, ordinance, rule or regulation applicable to the Shareholder; and (e) except as set forth on Schedule B, the Shareholder has not previously granted or agreed to grant any power of attorney or attorney in fact, proxy or other right to vote in respect of its Owned Securities or entered into any voting trust, or pooling

4 - 3 - or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind as to its Owned Securities. For the purpose of this Agreement: Disposition includes any sale, exchange, assignment, gift, bequest, disposition, mortgage, charge, pledge, encumbrance, grant of security interest or other arrangement by which possession, legal title or beneficial ownership passes, directly or indirectly, from one Person to another, or to the same Person in a different capacity, whether or not voluntary and whether or not for value, and any agreement to effect any of the foregoing; Governmental Entity means any (a) multinational, federal, provincial, territorial, state, municipal, local or other governmental or public department, central bank, court, commission, commissioner (including the Commissioner of Competition appointed pursuant to the Competition Act (Canada)), tribunal (including the Competition Tribunal established under the Competition Tribunal Act (Canada)), board, bureau, agency or instrumentality, domestic or foreign, (b) any subdivision or authority of any of the foregoing, (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above, or (d) stock exchange, automated quotation system, self regulatory authority or securities regulatory authority; Law or Laws means all federal, state and provincial codes, conventions, laws, ordinances, policies, by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity or self-regulatory authority (including the TSX Venture Exchange), and the term applicable with respect to such Laws and in a context that refers to one or more Parties, means such Laws as are applicable to such Party or its business, undertaking, property or securities and emanate from a person having jurisdiction over the Party or Parties or its or their business, undertaking, property or securities; Liens means any pledges, claims, liens, charges, options, hypothecs, mortgages, security interests, restrictions, adverse rights, prior assignments, leases, subleases, rights to possession or any other encumbrances, rights or restrictions of any kind or nature whatsoever which affect by way of a conflicting ownership interest or otherwise, the right, title or interest in or to any particular property; Market Price at a time on a date means the volume weighted average trading price of the FSNA Shares for the 30 trading days immediately preceding such date, calculated by dividing the total trading value of the FSNA Shares by the total volume of FSNA Shares traded for that period, in each case as reported by the TSX Venture Exchange for that period as may be adjusted by the TSX Venture Exchange in accordance with its rules, and adjusted appropriately in the event of any share split, share dividend or other change in the capital structure of FSNA affecting the FSNA Shares; Parties means the parties to this Agreement, and Party means any one of them;

5 - 4 - Person includes an individual, limited or general partnership, limited liability company, limited liability partnership, joint venture, association, body corporate, unincorporated organization, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status; and Proceeds means identifiable or traceable personal property in any form derived directly or indirectly from any dealing with Owned Securities or the proceeds therefrom. Capitalized terms used herein and not otherwise defined shall have the meaning given thereto in the Merger Agreement. 2. Shareholder Obligations (a) The Shareholder agrees that until the termination of this Agreement in accordance with Section 4, the Shareholder shall not take any of the following actions if the effect thereof would be to limit or otherwise adversely affect Shareholder s ability to comply with the terms of this Agreement: (i) (ii) effect a Disposition of any of its Owned Securities (or permit any of the foregoing with respect to any of its Owned Securities other than in respect of a pledge or other encumbrance referenced on Schedule B), provided that the Shareholder shall have the right to transfer or sell the Owned Securities to an Affiliate (as defined below) provided that the Shareholder shall remain bound by the terms of this Agreement in respect of any Owned Securities so transferred and shall cause any such Affiliate to agree in writing to be bound by the terms of this Agreement as if it were a party hereto; or except as contemplated by this Agreement, grant (or permit to be granted) any proxies or powers of attorney or attorney in fact, or deposit (or permit to be deposited) the Owned Securities into a voting trust or enter into a voting agreement, understanding or arrangement with respect to the voting of such Owned Securities. In furtherance of the foregoing, the Shareholder agrees that any Disposition of the Owned Securities in violation of this Agreement shall be void and of no force or effect. For the purpose of this Agreement, Affiliate has the meaning ascribed thereto in the Securities Act (Alberta), as it may be amended from time to time. (b) The Shareholder agrees that, until the Termination Date (as defined below), it shall, and shall direct its trustees, investment bankers, lawyers, accountants, consultants or other agents or advisors (the Shareholder Representatives ) to, immediately cease and cause to be terminated any discussions or negotiations with any Person conducted heretofore, other than an Affiliate, with respect to an Acquisition Transaction. Until the Termination Date, the Shareholder shall not, and shall not authorize, instruct or knowingly permit any Shareholder Representatives to, directly or indirectly:

6 - 5 - (i) (ii) (iii) encourage, solicit, facilitate or initiate the submission of any Acquisition Transaction other than with an Affiliate; participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise cooperate in any way with, any Acquisition Transaction other than with an Affiliate; or enter into any agreement relating to any Acquisition Transaction. In addition, from the date hereof until any termination of this Agreement in accordance with its terms, the Shareholder shall promptly advise FSNA, Macquarie and the Company, if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, the Shareholder in respect of any Acquisition Transaction, and shall, in any such notice to Macquarie, indicate the identity of the Person making such proposal, offer, inquiry or other contact and the material terms and conditions of any proposals or offers or the nature of any inquiries or contacts and thereafter shall promptly keep FSNA and Macquarie fully informed of all material developments affecting the status and terms of any such proposals, offers, inquiries or requests and of the status of any such discussions or negotiations. (c) Provided that this Agreement has not been terminated in accordance with its terms, the Shareholder hereby irrevocably undertakes, until the Termination Date: (i) to vote (or cause to be voted) all the Owned Securities at any meeting of securityholders of FSNA however so called, or any adjournment thereof, and in any action by written consent in lieu of a meeting: (A) (B) (C) in favour of the approval, consent, ratification and adoption of the Transactions (and any actions required in furtherance thereof) and the Shareholders Resolutions; against any action that is intended or would reasonably be expected to impede, interfere with, delay, postpone or discourage the Transactions, including, for greater certainty, against any Acquisition Transaction; and against any action that would result in any breach in any material respect of any representation, warranty, covenant or agreement or any other obligation of FSNA or Merger Sub in the Merger Agreement; (ii) any such vote shall be cast (or consent shall be given) by the Shareholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of reordering the results of such vote (or consent);

7 - 6 - (iii) (iv) (v) (vi) notwithstanding Section 2(c)(i), and without further consideration, the Shareholder shall, as promptly as practicable following the mailing of the Proxy Circular for the Special Meeting (the Mailing Date ), and in any event not later than 5 Business Days following the Mailing Date, execute and deliver (or cause to be executed and delivered), if permitted, an irrevocable proxy or, otherwise, an irrevocable voting instruction form in connection with the Special Meeting that: (A) appoints the Shareholder or the corporate secretary of FSNA to attend and act on behalf of the Shareholder at such meeting; and (B) instructs such Owned Securities be voted at such meeting in accordance with Section 2(c)(i); from the date hereof to the Termination Date, the Shareholder hereby appoints a Person designated in writing by Macquarie who is not an employee or Affiliate of Macquarie as attorney in fact (which appointment is unconditional, irrevocable and is coupled with an interest) for and on its behalf to execute, if permitted, a proxy or, otherwise, a voting instruction form, appointing such person designated by Macquarie to attend and act on behalf of the Shareholder at any meeting of securityholders of FSNA with full power of substitution in respect of any of the matters referred to in Section 2(c)(i), provided that such person designated by Macquarie shall only execute such proxy or voting instruction form in respect of the Special Meeting if the Shareholder fails to comply with Section 2(c)(iii) or appoints the Shareholder in the proxy or voting instruction form, as applicable, in accordance with Section 2(c)(iii) but fails to attend at the Special Meeting; not to, without the prior written consent of FSNA and Macquarie, (A) notwithstanding Section 148(4) of the CBCA, revoke any proxies or voting instruction forms executed and delivered pursuant to this Agreement; (B) amend or terminate any agreement pursuant to which the Shareholder has beneficial ownership of any Owned Securities; (C) make or join in any proposal made by any of FSNA s shareholders; or (D) requisition or join in the requisition of any meeting of the securityholders of FSNA for the purpose of considering any resolution with respect to any of the matters referred to in Section 2(c)(i); not to, except as set forth in Schedule C, enter into any agreement or understanding or take any steps or fail to take any action that would cause the Shareholder to become or be deemed to be an interested shareholder or interested party in connection with the Shareholders Approvals or otherwise subject the Transactions to minority approval under Multilateral Instrument Protection of Minority Security Holders in Special Transactions or otherwise require any vote of FSNA Shareholders at the Special Meeting to exclude the votes of the Shareholder under applicable Securities Laws, the rules and policies of the TSX Venture Exchange or the Interim Order or Final Order; provided, however, that this Section 2(c)(vi) shall not apply to the negotiation, entry into and performance of the Final Structure Documents;

8 - 7 - (vii) (viii) (ix) not to indirectly do that which it may not do directly in respect of the restrictions on its rights with respect to its Owned Securities pursuant to this Article 2, including, but not limited to, the sale of any direct or indirect holding company of the Shareholder or the granting of a proxy on any of its Owned Securities of any direct or indirect holding company of the Shareholder which would have, indirectly, the effects prohibited by this Article 2; it will not enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders of FSNA or give consents or approvals of any kind with respect to the Owned Securities, other than pursuant to the provisions of this Agreement; and to cooperate with FSNA, Macquarie and the Company and not to do anything to frustrate or hinder the consummation of the Transactions. 3. Other Agreements, Acknowledgments and Covenants Until the Termination Date: (a) The Shareholder agrees: (i) (ii) (iii) (iv) to details of this Agreement being set out in any information circular produced by FSNA in connection with the Transactions; to this Agreement being available for inspection and to being filed and made publicly available on the System for Electronic Data, Analysis and Retrieval, each to the extent required by Law; that an award of monetary damages would not be an adequate remedy for any loss incurred by reason of any breach of this Agreement and that, in the event of any breach or threatened breach of this Agreement by the Shareholder, FSNA, Macquarie and the Company will be entitled to seek equitable relief, including injunctive relief and specific performance. Such remedies will not be the exclusive remedies for any breach or threatened breach of this Agreement by the Shareholder but will be in addition to all other remedies available at law or in equity to FSNA, Macquarie and the Company; and from time to time, at the request of FSNA, Macquarie or the Company, and without further consideration, to execute and deliver such additional documents and take all such further action as may be reasonably required to give effect to the obligations of the Shareholder hereunder. (b) The Shareholder shall not, and hereby agrees not to: (i) exercise any dissent or appraisal rights and waives any rights of appraisal, or rights to dissent from the Transactions that the Shareholder may have; or

9 - 8 - (ii) commence or participate in, and shall, and hereby agrees to, take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against FSNA or any of its subsidiaries (or any of its successors) relating to the negotiation, execution and delivery of this Agreement or the Merger Agreement or the consummation of the Transactions. (c) (d) (e) The Shareholder hereby covenants and agrees not to issue any press release or make any other public statement with respect to this Agreement, the Merger Agreement or any of the transactions contemplated hereby or thereby without the prior written consent of FSNA and Macquarie, except as may be required by any Law, judgment, writ or injunction of any Governmental Authority applicable to the Shareholder. Until any termination of this Agreement in accordance with its terms, the Shareholder shall promptly notify FSNA, Macquarie and the Company of the number of FSNA Shares or other FSNA securities or rights to acquire FSNA securities, if any, as to which the Shareholder acquires direct or indirect registered or beneficial ownership or for which voting or dispositive power is granted to the Shareholder or to any trust for the benefit of the Shareholder, in each case after the date hereof. Without limiting the generality of any other provisions of this Agreement, in the event of any share split, share dividend or other change in the capital structure of FSNA affecting the FSNA Shares, the number of FSNA Shares constituting Owned Securities shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any additional FSNA Shares or other securities of FSNA issued to the Shareholder in connection therewith. Provided that this Agreement has not been terminated in accordance with its terms, at or prior to the First Closing the Shareholder hereby irrevocably undertakes to deliver, or cause to be delivered, to Hertz a fully executed copy of the Equity Interest Lock-Up Agreement to which it is a signatory. 4. Termination (a) (b) This Agreement (other than, should the Closing occur, the representations and warranties of the Shareholder set forth in Section 1) shall terminate and be of no further force or effect on the earlier of: (i) the Closing Date, and (ii) the date on which the Merger Agreement terminates in accordance with its terms (the Termination Date ). The representations and warranties set forth in Section 1 shall survive the Closing indefinitely. The obligations of the Shareholder set out in this Agreement (other than, should the Closing occur, the representations and warranties of the Shareholder set forth in Section 1) shall automatically terminate upon the termination of this Agreement, provided that the Shareholder shall be responsible and remains liable for any breach of this Agreement by the Shareholder occurring prior to the termination of this Agreement.

10 Indemnification (a) (b) (c) The Shareholder shall indemnify Macquarie and the Company and each of their respective Representatives (collectively, the Shareholder Indemnified Parties ) in respect of, and hold the Shareholder Indemnified Parties harmless from and against, any and all Losses actually suffered, incurred or sustained by the Shareholder Indemnified Parties or to which the Shareholder Indemnified Parties become subject, resulting from, arising out of or relating to any (i) breach of representation or warranty on the part of the Shareholder contained in this Agreement or (ii) non-fulfillment of or failure to perform any covenant or agreement on the part of the Shareholder contained in this Agreement. If the Shareholder incurs a payment obligation under this Article 5 owed to a Shareholder Indemnified Party, such payment obligation will be satisfied solely out of the Owned Securities or, in the event of any Disposition in accordance with the terms of this Agreement and the Equity Interest Lock-Up Agreement to which it is a signatory, any Proceeds therefrom. In order to satisfy such payment obligation, the Shareholder shall transfer to the Shareholder Indemnified Party an amount of Owned Securities or Proceeds, in each case equal in value to the amount of such payment obligation. For purposes of the immediately preceding sentence, the value of each Owned Security will be deemed to be the Market Price at the time the Shareholder incurs a payment obligation under this Article 5 to the Shareholder Indemnified Party. Notwithstanding anything herein to the contrary, the right to indemnification or any other remedy based on representations, warranties, covenants and agreements in this Agreement shall not be affected by any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or agreement. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any such covenant or agreements, will not affect the right to indemnification or any other remedy based on such representations, warranties, covenants and agreements. All claims for indemnification by any Shareholder Indemnified Party will be asserted and resolved pursuant to the method of asserting and resolving claims set forth in Section 12.2 of the Merger Agreement. 6. Miscellaneous (a) (b) The headings in this Agreement are for reference only and shall not affect the meaning or interpretation of this Agreement. Unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders.

11 (c) (d) (e) (f) This Agreement (including the schedule attached to this Agreement) and the Merger Agreement together constitute the entire agreement and supersede all prior agreements and understandings, both oral and written, among the parties with respect to the subject matter hereof. Any provision in this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise. Any date, time or period referred to in this Agreement shall be of the essence except to the extent to which the parties agree in writing to vary any date, time or period, in which event the varied date, time or period shall be of the essence. All notices and other communications which may be or are required to be given pursuant to any provision of this Agreement shall be given or made in writing and shall be deemed to be validly given if served personally, by facsimile or by , in each case addressed to the particular party at: (i) If to Macquarie or the Company, at: Macquarie Capital (USA) Inc. 125 West 55 Street New York, NY Attention: Katherine Mogg Senior Vice President, Legal Counsel with a copy to: Sidley Austin LLP 787 Seventh Avenue New York, NY Fax: (212) Attention: Ted Kamman (ii) If to the Shareholder at: Attention: Facsimile: Sanford Miller

12 with a copy to: Attention: Facsimile: (iii) If to FSNA or Merger Sub, at: Franchise Services of North America Inc th Street SE, Suite 204 Calgary, AB T2H 2L9 Fax: and Attention: Bob Barton Fax: Attention: Sanford Miller with a copy to: Edinger Associates 1875 I Street, NW, Suite 500 Washington, DC Fax: Attention: Brook A. Edinger or at such other address of which any party may, from time to time, advise the other parties by notice in writing given in accordance with the foregoing. The date of receipt of any such notice shall be deemed to be the date of delivery or transmission thereof. (g) (h) If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible. The Shareholder acknowledges that it has entered into this Agreement willingly with full knowledge of the obligations imposed by the terms of this Agreement. The Shareholder further acknowledges that he, she or it has been afforded the opportunity to obtain independent legal advice and confirms by the execution of this Agreement that he, she or it has either done so or waived his, her or its right to do so, and agrees that this Agreement constitutes a binding legal obligation and

13 that he, she or it is estopped from raising any claim on the basis that he, she or it has not obtained such advice. (i) (j) (k) (l) (m) The provisions of this Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns, provided that no party may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement without the prior written consent of the other parties hereto, except that each of FSNA, Macquarie and the Company may, upon giving notice to the Shareholder, assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement to an Affiliate, without reducing its own obligations hereunder, without the consent of the Shareholder. Notwithstanding anything herein to the contrary, the maximum aggregate liability of the Shareholder under this Agreement shall be an amount equal to the aggregate of the Market Price of the Owned Securities determined in accordance with Section 5(a) and any Proceeds of Disposition of the Owned Securities paid to a Shareholder Indemnified Party in accordance with Section 5(a). This Agreement is governed by the laws of New York. Each party submits to the exclusive jurisdiction of the courts of competent jurisdiction in New York in respect of any action or proceeding relating to this Agreement. The parties shall not raise any objection to the venue of any proceedings in any such court, including the objection that the proceedings have been brought in an inconvenient forum. The parties waive any right to trial by jury in any proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, present or future, and whether sounding in contract, tort or otherwise. Any party may file a copy of this provision with any court as written evidence of the knowing, voluntary and bargained for agreement between the parties irrevocably to waive trial by jury, and that any proceeding whatsoever between them relating to this Agreement or any of the transactions contemplated by this Agreement shall instead be tried by a judge or judges sitting without a jury. This Agreement may be executed by facsimile or other electronic means and in one or more counterparts, all of which shall be considered one and the same agreement. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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18 SCHEDULE A OWNED SECURITIES SHAREHOLDER TOTAL SHARES HELD Sanford Miller 16,682,686 REGISTERED SHARES BENEFICIAL SHARES

19 - 2 - SCHEDULE B RESTRICTIONS AND LIENS Lender Shares Pledged Loan/Security Agreement Fifth Third Bank 4,170,672 $1,624, Consolidated Variable Rate Promissory Note and $443, Variable Rate Promissory Note and Stock Power Agreement, dated April 22, RBC Bank (USA) (acquired by PNC Financial Services Group Inc.) 3,119,865 $1,698,586 Loan Number and $800,114 Loan Number , secured by the Commercial Pledge Agreement, dated September 23, 2005 Sumrall Capital LLC 1,000,000 $1,000,000 Secured Promissory Note, secured by the Stock Pledge Agreement, dated January 28, 2010

20 - 3 - SCHEDULE C SHAREHOLDER TRANSACTIONS FSNA or Merger Sub may enter into a lease for an approximately 7.5 acre car rental and parking facility near the Orlando airport, which is expected to cost approximately US$30,000 per month in lease payments, with Narcoossee Place, LLC, of which the Shareholder is a 50% owner.