What is the purpose of the 'Spa Facility and Management Services' provided by a C3 Wellness Spa franchisee?

"Spa Facility and Management Services" shall have the meaning defined in the "Recitals" section of this Agreement and is further supplemented, as follows: the term "Spa Facility and Management Services", shall refer to and mean those services authorized by Franchisor as set forth in the Operations Manual and to be further described in the Management Agreement that Franchisee will enter into, including and relating to (a) the development and maintenance of a Spa Facility at a Spa Location

designated and established in accordance with the terms of this Agreement; (b) services involving the subleasing and/or license of a Spa Facility to Authorized Care Providers subject to a Management Agreement; (c) administration and management services related to the administration and management of a Spa in connection with all Spa where such administrative and management services do not violate Authorized Care Provider Regulation or other applicable laws, rules or regulations; (d) all services and/or products that Franchisor authorizes for a Management Agreement; and (e) all other services and products that Franchisor, in Franchisor's Reasonable Business Judgment, designates and authorizes in the Operations Manual and as Franchisor, in Franchisor's Reasonable Business Judgment, may supplement and modify from time to time. Notwithstanding anything contained herein to the contrary, to the extent that the Spa Facility and Management Services are governed by and/or subject to Authorized Care Provider Regulation and/or any other federal, state or local rules or regulations that prohibit and/or otherwise restrict Franchisor's determination as to the required Spa Facility and Management Services, the foregoing definition shall be interpreted to provide Franchisor with the fullest discretion and ability to specify and designate the Spa Facility and Management Services without violating the Authorized Care Provider Regulation and applicable laws, rules and regulations. At all times Franchisee is responsible for ensuring that, at all times, Franchisee shall comply with Authorized Care Provider Regulations and all other applicable laws, rules, and regulation related to a Spa.

RECITALS

WHEREAS, Franchisor has developed a distinctive and proprietary system (the "System") for the nonmedical development, management and, potentially, the operation of a spa (the "Spa") that offers and provides facial treatment services, medical spa services, wellness programs, medical testing, bioidentical hormone replacement, IV vitamin therapy, massage therapy services, physical therapy, light and laser skin enhancement, cosmetic services, topical skin treatments, essential oils, and spa related services and retail products (the "Approved Spa Products and Services") under the Licensed Marks (defined below);

WHEREAS, the System relates to and includes the development and operation of a spa location franchised business (hereinafter referred to as either the "Spa Location Franchise" or the "Franchised Business"), that depending on Franchisee's qualifications and applicable local, state and federal laws and regulations involves either:

a Spa Location Franchise that Owns and Operates a Spa: Franchisee's development and operation of a Spa Location Franchise that owns and operates a Spa that provides the Approved Spa Products and Services under the Licensed Marks and in accordance with the requirements of the System; or

a Spa Location Franchise that Owns and Operates a Spa Facility and Management Company: Franchisee's development and operation of a Spa Location Franchise that owns and operates a management business (the "Spa Management Business") that provides management, marketing, and spa facility based services (the "Spa Facility and Management Services") to medical practices, professional corporations and licensed professionals authorized to offer and provide the Approved Spa Products and Services (hereinafter referred to as "Authorized Care Providers") at a Spa that is operated and potentially owned by the Authorized Care Providers authorized to offer and provide the Approved Spa Products and Services.

WHEREAS, If the Franchised Business is a Spa Location Franchise that owns and operates a Spa Management Business, among other things, Franchisee will be required to enter into a management agreement (the "Management Agreement") with the Authorized Care Providers whereby, among other things, Franchisee will provide the Authorized Care Providers the Spa Facility and Management Services and grant the Authorized Care Providers a license to use the Licensed Marks at Franchisee's spa facility location (the "Spa Location");

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