What is the relationship between the 'Spa Location' and the 'Spa Facility and Management Services' for a C3 Wellness Spa?

"Spa Facility" refers to and means the fixed commercial facility including, the fixtures and improvements, from which a Spa is established, operated and managed.

"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.

"Spa Location(s)" refers to and means the fixed locations from which Spas are established, operated and managed and from which a Spa Location Franchise is operated. Franchisee's Spa Location must be selected, established, controlled and established by Franchisee in accordance with the terms of this Agreement.

"Spa Location Franchise" shall have the meaning defined in the "Recitals" section of this Agreement and is further supplemented, as follows: the term "Spa Location Franchise" shall refer to and mean the Franchised Business wherein, if permitted by applicable laws, rules and regulations including, but not limited to, Authorized Care Provider Regulation, owns and operates a Spa at a Spa Location in accordance with the terms of this Agreement, the System, and the Operations Manual. At all times Franchisee must directly operate, maintain and control the Spa Location. If, under applicable laws, rules and regulations including, but not limited to, Authorized Care Provider Regulation, Franchisee is not permitted to directly own and operate a Spa then the term Spa Location Franchise shall refer to and mean a Spa Management Business that offers and providers Spa Facility and Management Services in accordance with the terms of this Agreement, the System and the Operations Manual at a Spa Location.

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 ("Spa Management Business") that provides management, marketing, and spa facility based services (the "Spa Facility and Management Services") to medical practices 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 by the Authorized Care Providers and/or their professional corporation authorized to directly offer and provide the Approved Spa Products and Services.

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