st of Franchisor. As between Franchisor and all third parties, Franchisee does hereby represent and acknowledge that such third party is authorized to rely on the Assignment of Telephone Numbers and Digital Media agreement, irrespective of any dispute and/or controversy between Franchisor and Franchisee and irrespective of any contrary instructions of Franchisee.

3.G. SPA RELOCATION

To the extent that Franchisee wishes to relocate the Franchised Business and, thereby, Franchisee's Spa Location and Franchisee's Spa Facility, Franchisee must obtain Franchisor's prior written consent, which Franchisor may refuse in Franchisor's Reasonable Business Judgment. Franchisee agrees that if Franchisor does consent to the relocation of the Franchised Business, that Franchisor may condition Franchisor's

consent to Franchisee's relocation request on requirements imposed by Franchisor which may include, among other things: (a) that the proposed Spa Location meet and satisfy Franchisor's then current standards for Spa Locations; (b) that the proposed Spa Facility meet and satisfy Franchisor's then current standards for Spa Facilities; (c) that the proposed Spa Facility be constructed and established in accordance with Franchisor's current standards and specifications; (d) that the proposed Spa Location be located within Franchisee's Designated Territory; (e) that the proposed Spa Location (even if it is located within the Designated Territory) not be within a close proximity to the Designated Territory and/or Spa Location of another Spa and/or Spa Location Franchise; and (f) that, as to the proposed Spa Facility and proposed Spa Location, Franchisee satisfy the terms and conditions set forth in this Agreement for Spa Facilities, and Spa Locations including, but not limited to, the requirements set forth in Articles 2.A. and 3.B of this Agreement. Franchisee agrees that Franchisor possesses sole discretion as to whether or not Franchisor approves of Franchisee's relocation request.

3.H. FRANCHISEE'S COMPLIANCE WITH HEALTH LAWS AND AUTHORIZED CARE PROVIDER REGULATION

NOTWITHSTANDING ANYTHING CONTAINED IN THIS ARTICLE 3 OR THIS FRANCHISE AGREEMENT TO THE CONTRARY, FRANCHISOR AND FRANCHISEE ACKNOWLEDGE AND AGREE THAT:

• (1) FRANCHISEE REPRESENTS THAT FRANCHISEE HAS BEEN ADVISED THAT BEFORE SIGNING THIS AGREEMENT FRANCHISEE HAS INDEPENDENTLY EVALUATED AND INTERPRETED – WITH FRANCHISEE'S OWN LEGAL COUNSEL – APPLICABLE AUTHORIZED CARE PROVIDER REGULATIONS AS THEY RELATE TO FRANCHISEES OWNERSHIP AND OPERATION OF A SPA LOCATION FRANCHISE;
• (2) NOTHING IN THIS AGREEMENT, THE OPERATIONS MANUAL, OR OTHERWISE SHALL BE INTERPRETED AS PERMITTING FRANCHISOR TO EXERT CONTROL OVER THE DELIVERY OF HEALTH CARE SERVICES, INCLUDING BUT NOT LIMITED TO, AS APPLICABLE, THE PERFORMANCE, CARE AND/OR DELIVERY OF THE SPA PRODUCTS AND SERVICES. TO THE EXTENT THAT ANY ONE OR ALL OF THE SPA PRODUCTS AND SERVICES REQUIRE THE JUDGMENT, TREATMENT AND/OR ACTION OF AN AUTHORIZED CARE PROVIDER, SUCH JUDGMENT, TREATMENT AND/OR ACTION SHALL BE EXCLUSIVELY DETERMINED BY THE AUTHORIZED CARE PROVIDER AND THIS AGREEMENT AND THE OPERATIONS MANUAL SHALL BE INTERPRETED AS MANDATING SAME;
• (3) UNDER NO CIRCUMSTANCE DOES OR SHALL THE SYSTEM OR THE COMPONENTS OF THE SYSTEM INCLUDE STANDARDS, PROCEDURES AND/OR REQUIREMENTS RELATED TO THE DELIVERY OF HEALTH CARE SERVICES AND/OR THE TREATMENT OF ANY PATIENTS. TO THE EXTENT THAT THE SPA PRODUCTS AND SERVICES CONSTITUTE THE DELIVERY OF HEALTH SERVICES REQUIRING AN AUTHORIZED CARE PROVIDER THEN THE AUTHORIZER CARE PROVIDER SHALL EXCLUSIVELY DETERMINE THE LEVEL OF CARE TO BE PROVIDED;
• (4) TO THE EXTENT THAT THE BUSINESS MANAGEMENT SYSTEM AND THE BUSINESS MANAGEMENT SYSTEM DATA CONTAIN CONFIDENTIAL AND PRIVILEGED DATA THAT UNDER APPLICABLE AUTHORIZED CARE PROVIDER REGULATION CANNOT BE TRANSMITTED OR SHARED WITH FRANCHISOR THEN THIS FRANCHISE AGREEMENT SHALL BE INTERPRETED SO AS TO COMPLY WITH SUCH APPLICABLE REGULATION;

• (5) FRANCHISEE AGREES THAT, AT ALL TIMES, IT IS FRANCHISEES SOLE AND EXCLUSIVE OBLIGATION TO ENSURE THAT FRANCHISEE'S SPA LOCATION FRANCHISE AND THE UNDERLYING SPA OPERATED AT FRANCHISEE'S SPA LOCATION IS OPERATED IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS, INCLUDING ALL AUTHORIZED CARE PROVIDER REGULATION.
• (6) FRANCHISOR DOES NOT AND CANNOT AUTHORIZE FRANCHISEE TO THE PRACTICE MEDICINE OR PROVIDE HEALTHCARE RELATED SERVICES THAT REQUIRE THE PERFORMANCE, ADMINISTRATION AND/OR MANAGEMENT OF AN AUTHORIZED CARE PROVIDER;
• (7) IN CONNECTION WITH THE OPERATIONS OF THE FRANCHISED BUSINESS, UNDER NO CIRCUMSTANCE SHALL FRANCHISEE PROVIDE MEDICAL AND/OR HEALTHCARE RELATED SERVICES THAT REQUIRE THE PERFORMANCE, ADMINISTRATION AND/OR MANAGEMENT OF AN AUTHORIZED CARE PROVIDER; AND
• (8) TO THE EXTENT THAT FRANCHISOR PROVIDES TRAINING AND ASSISTANCE SUCH TRAINING AND ASSISTANCE RELATES TO THE PERFORMANCE OF BUSINESS ACTIVITIES AND UNDER NO CIRCUMSTANCE SHALL OR DOES SUCH TRAINING AND/OR ASSISTANCE RELATE TO THE PRACTICE MEDICINE OR THE PERFORMANCE OF HEALTHCARE RELATED SERVICES THAT REQUIRE THE PERFORMANCE, ADMINISTRATION AND/OR MANAGEMENT OF AN AUTHORIZED CARE PROVIDER.

ARTICLE 4 TRAINING AND OPERATING ASSISTANCE

All Training and Operating Assistance obligations set forth in this Article 4 are subject to Franchisee's initial and on-going compliance with the obligations and requirements set forth in Article 3.H. of this Agreement.

4.A. INITIAL TRAINING, SUPPLEMENTAL TRAINING AND SYSTEM-WIDE TRAINING

(1) Within 45 days of the earlier of the Scheduled Business Commencement Date or the Actual Business Commencement Date, Franchisee's Managing Owner and one manager must complete, to Franchisor's satisfaction, Franchisor's initial training program (the "Training Program"). Franchisor will provide Franchisee, comprised of Franchisee's Managing Owner, and one designated manager, with Franchisor's Training Program. If Franchisee would like more than two individuals to attend the initial Training Program, subject to Franchisor's approval, Franchisee shall pay to Franchisor an additional fee of $800 per additional person attending the Training Program (the "Additional Initial Training Fee"). Additional Initial Training Fees shall be pre-paid in advance of training and upon submission of invoice by Franchisor to Franchisee. Additional Initial Training Fees are subject to increase as determined by Franchisor, in Franchisor's Reasonable Business Judgment.

Source: Item 23 — RECEIPTS (FDD pages 59–293)