What restrictions apply to Body Brain Center franchisees and Owners after the termination of the franchise agreement?

[Item 23: RECEIPT]

You agree not to unfairly compete with us at any time while you are an employee, director, officer, member, partner or independent contractor of Franchisee by engaging in any Prohibited Activities.

• **5.

Unfair Competition After Relationship**.

You agree not to unfairly compete with us during the Restricted Period by engaging in any Prohibited Activities; provided, however, that the Prohibited Activity relating to having an interest in a Competitive Business will only apply with respect to a Competitive Business that is located within a 15 mile radius from Franchisee's Body & Brain Center (including the center itself).

If you engage in any Prohibited Activities during the Restricted Period, then you agree that your Restricted Period will be extended by the period of time during which you were engaging in the prohibited activity.

• 5.2 Unfair Competition. For a period of two (2) years after you complete the training program, you agree that you will not compete with us or other Body & Brain franchisees, whether directly or indirectly.

For purposes of the preceding sentence, you will be deemed to compete with us if you acquire, develop, own, operate, maintain or have any interest (including as an owner, partner, director, officer, employee, manager, consultant, shareholder, representative or agent) in any business that: (i) provides brain based education, Yoga, Taichi or Qi-Gong; and (ii) is located within a 15 mile radius from any Body & Brain Center or Dahn Yoga Center that is operating or under construction as of the date you sign this Agreement.

This restrictive covenant does not preclude you from owning an interest of five percent (5%) or less in a competitive business that is a publicly traded company.

• 5.3 Nonsolicitation. For a period of two (2) years after you complete the training program, you may not, directly or indirectly, induce or attempt to induce: (i) any franchisee of ours to leave the Body & Brain system; or (ii) any customer of ours, any affiliate of ours or any other Body & Brain franchisee to transfer their business away from us, our affiliate or any other Body & Brain franchisee to you or any other person that is not then a Body & Brain franchisee.

• (ii) pay us all amounts that you owe us;

• (iii) comply with all covenants described in Section 14 that apply after the expiration, termination or Transfer of this Agreement or the disposal of an ownership interest by an Owner;

• (iv) return all copies of the Manual, or any portions thereof, as well as all signs, sign faces, brochures, advertising and promotional materials, forms, and any other materials bearing or containing any of the Marks, Copyrights or other identification relating to a Body & Brain Center, unless we allow you to transfer such items to an approved transferee;

• (v) take such action as may be required to cancel all fictitious or assumed names or equivalent registrations relating to your use of any of the Marks;

  • (vi) provide us with a list of all of your current, former and prospective customers;

• (vii) assign all customer contracts and information to us (unless we allow you to transfer those contracts to an approved transferee);

• (viii) follow all policies we specify for a period of up to one (1) year after the termination or expiration date to address customer related issues, including transfer of memberships or customer agreements and issuance of refunds (you will be responsible for all requested refunds);

• (ix) make such modifications and alterations to the premises that are necessary or that we require to prevent any association between us or the System and any business subsequently operated by you or any third party at the premises; provided, however, that this subsection shall not apply if your franchise is transferred to an approved transferee;

• (x) notify all telephone companies, listing agencies and domain name registration companies (collectively, the "Agencies") of the termination or expiration of your right to use: (a) the telephone numbers and/or domain names, if applicable, related to the operation of your Center; and (b) any regular, classified or other telephone directory listings associated with the Marks (you hereby authorize the Agencies to transfer such telephone numbers, domain names and listings to us and you authorize us, and appoint us and any officer we designate as your attorney-in-fact to direct the Agencies to transfer the telephone numbers, domain names and listings to us if you fail or refuse to do so); and

• (xi) provide us with satisfactory evidence of your compliance with the above obligations within 30 days after the effective date of the termination, expiration or Transfer of this Agreement.

Source: Item 23 — RECEIPT (FDD pages 43–178)