gh you do receive these protections, your territory is not exclusive.

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.

Other Body & Brain franchisees may advertise within your territory, although their advertising must be primarily directed towards customers within their territory. Likewise, you may advertise within the territories of other Body & Brain Center franchisees, although your advertising must be primarily directed towards customers within your territory.

Limitations on Your Territorial Rights

We reserve the right to sell or license others to sell competitive or identical goods or services (whether under the Marks or under different trademarks) through alternative channels of distribution. An alternative channel of distribution means any channel of distribution other than retail sales made to customers while physically present in a Body & Brain Center. Examples of alternative channels of distribution include: (i) sales over the Internet or through sales catalogs; (ii) sales through stores selling health or healing products (other than Body & Brain Centers operating under the Marks or Dahn Yoga Centers); and (iii) on-site sales to groups at a business (i.e., worksite classes) or customers at their homes. Body & Brain home-based franchisees market and sell through alternative channels of distribution. Therefore, they may operate within your territory. Sales through alternative channels of distribution are excluded from your territorial rights. This means that we may sell or license a third party to sell competitive or identical goods orservicesthrough alternative channels of distribution (whether under the Marks or different trademarks) anywhere within your territory. You are not entitled to any compensation for sales that take place through alternative channels of distribution.

We reserve the right to operate Body & Brain Centers, or license others to operate Body & Brain Centers, in Captive Venues. A "Captive Venue" means a non-traditional outlet for the sale of Body & Brain products or services that is located within, or is a part of, another establishment or facility that consumers may visit for a purpose other than purchasing the Body & Brain products or services. Examples of Captive Venues include outlets for Body & Brain products or services that are located in hotels, college campuses or universities, airports, train stations or within other similar types of establishments. Captive Venues are excluded from your protected territorial rights. This means that we may operate or license a third party to

operate a Body & Brain Center in a Captive Venue located anywhere within your territory. You are not entitled to any compensation for sales that take place from Captive Venues within your territory.

Restrictions on Your Sales and Marketing Activities

You cannot develop or maintain your own website. You are permitted to engage in online advertising as long as we approve the content of the advertisement and means of communication in advance. You also may advertise through approved social media accounts. At all times you must comply with any social media policy that we develop. You can market and sell through any other channel of distribution (other than through a website). You cannot solicit, or sell products or services to, any person who is a current member of or has a customer agreement with another franchisee or company-owned Body & Brain business without the consent of the owner(s) of the business with whom the person is a member or customer. There are no other restrictions on your right to solicit customers, whether from inside or outside of your territory.

Minimum Performance Requirements

Your territorial protections do not depend on achieving a certain sales volume, market penetration, or other contingency.

Additional Territories

You are not granted any options, rights of first refusal or similar rights to acquire additional territories or franchises.

Competitive Businesses Under Different Marks

We also offer franchises for Body & Brain home-based franchises. Body & Brain home-based franchises operate under the same Marks and offer similar services.

Source: Item 12 — TERRITORY (FDD pages 29–32)