s within 180 days after closing your prior Center.

Your Territory

Once you have identified a site that we have approved, you will receive a protected territory that will be identified in Attachment "B". The size of your protected territory will depend on demographics and other characteristics including population density (from a report generated utilizing the NASA-SEDAC Population Estimation Service, available at https://www.randymajors.org/customgmap), average income, and other characteristics of the surrounding area, natural boundaries, the extent of competition and the amount and size of urban, suburban and rural areas. Your protected territory will include a minimum population of 70,000. Your protected territory will be marked on a map and defined by streets. By protected, we mean that we will not operate or authorize a third party to operate a Body & Brain Center using our Marks or a Dahn Yoga Center that is physically located within your territory during the term of your Franchise Agreement (subject to the limitations described below under "Limitations on your Territorial Rights"). Although 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.

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