What is the relationship between the parties under the C3 Wellness Spa agreement?

Pursuant to and subject to the terms of the Franchise Agreement dated by and between Aryes Franchising LLC, as Franchisor, and, as Franchisee (the "Franchise Agreement"), Franchisee has identified a potential area in which Franchisee may seek to identify a potential spa for Franchisee's C3 Wellness. Based on Franchisee's request, Franchisor agrees that during the limited period of time that commences on the Site Selection Acknowledgment Date and automatically expires 60 calendar days after the Site Selection Acknowledgment Date, that Franchisor shall not grant to Location within the following geographic Site Selection Area: [Must be completed by Franchisor] Franchise Agreement including, but not limited to Article 1 LOCATION AND DOES NOT AFFORD FRANCHISEE ANY TERRITORIAL RIGHTS. The terms contained in this Site Selection Acknowledgment shall have the meaning set forth in the and Article 2 of the Franchise Agreement. In the event of any inconsistency or conflict between this Site Selection Acknowledgment and the terms of the Franchise Agreement, the terms of the Franchise Agreement shall take precedence and govern. If Franchisor does not complete the Site Selection Acknowledgment Date and sign this Site Selection Acknowledgment, then this Site Select Addendum shall not be effective and there shall be no Site Selection Area. As set forth in the Franchise Agreement, among other things, A SITE SELECTION AREA IS NOT AN OPERATING TERRITORY, DOES NOT CONSTITUTE THE APPROVAL AS TO ANY SPA Aryes Franchising LLC Name and Title Name (please print) Name (please print)

• (7) The Spa operated at Franchisee's Spa Facility shall only offer the Approved Spa Products and Services under the Licensed Marks, exclusively utilizing the System Supplies and in compliance with Franchisor's requirements and specifications as set forth in the Operations Manual;

• (8) Franchisor, in Franchisor's Reasonable Business Judgment and for any reason or no reason at all, may prohibit Franchisee from soliciting Spa customers located outside Franchisee's Designated Territory;

• (9) Except as otherwise provided in this Agreement including, but not limited to, the Reserved Rights, provided that, at all times Franchisee is and remains in compliance with all of the terms and provisions of this Agreement, during the Term of this Agreement, neither Franchisor nor any affiliate of Franchisor will establish or operate, or grant a franchise to any third party to establish or operate, a Spa Location Franchise using the Licensed Marks and System at a Spa Location that is located within Franchisee's Designated Territory (provided that a Designated Territory has been designated and approved by Franchisor in accordance with the terms of this Agreement).

Notwithstanding the foregoing, Franchisee agrees that Franchisee may face competition from other C3 Wellness, Spa Location Franchises and other System franchisees with Spa locations and/or designated territories that are located adjacent to and/or within a close proximity to Franchisee's Spa Location and/or Designated Territory.

Franchisee agrees that although Franchisor may disapprove of any marketing medium that is distributed and/or reaches outside of Franchisee's Designated Territory, that Franchisor is not obligated to do so and that Franchisee may face competition from other Spas, Spa Location Franchises and System franchisees that market and promote their Spa(s) through internet, mail, public relations, and other marketing activities and mediums that are distributed to or within Franchisee's Designated Territory.

Franchisee agrees that

Franchisee shall not receive any compensation whatsoever if Franchisor or another System franchisee solicits customers from within Franchisee's Designated Territory; and

(10) The foregoing rights granted in this Article 2.A. are subject to and contingent upon each and every, term and condition of this Agreement, the rights of any prior user, and are non-exclusive and subordinate to the Reserved Rights.

"Licensed Marks" refers to and means the trademarks, service marks, emblems and indicia of origin, including the "C3 Wellness" trademark, the C3 Wellness logo, Trade Dress, and other trade names, service marks, trademarks, logos, slogans and designs authorized by Franchisor in connection with the identification of Spa Location Franchises and the Approved Spa Products and Services, provided that such trade names, trademarks, service marks, logos and designs are subject to modification, replacement and discontinuance by Franchisor in Franchisor's Reasonable Business Judgment.

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