ween FACE FOUNDRIÉ | | | FRANCHISING | | | L.L.C., a Minnesota limited liability company with its principal office at 6446 Flying Cloud Drive, Eden Prairie, | | | Minnesota 55344 ("Franchisor," | | | "we," or "us"), and, a, | | | with its principal office at ("Franchisee" | | | or "you"). | | | W I T N E S S E T H: | |

WHEREAS, Franchisor has established, at a substantial expenditure of time, effort and money, a system (the "System") of developing, opening and operating a focused facial bar concept under the trademark "FACE FOUNDRIÉ," which offers efficient and effective services, including 20-to-50-minute facials, waxing, and skincare products, all delivered with high-end customer service (each, a "Face Foundrié Facial Bar," and collectively, the "Face Foundrié Facial Bars"); and

WHEREAS, the distinguishing features of the System, include, but are not limited to, the name "FACE FOUNDRIÉ" and all other trade names, trademarks, service marks, trade dress, logos, emblems, insignia and signs developed for use with the System from time to time (collectively, the "Marks"); specially designed fixtures, equipment, facilities, and other items used in providing services and goods; services, products, methods, procedures, protocols, and quality standards therefor; all of which may be changed, improved and further developed by Franchisor from time to time; and

WHEREAS, Franchisor has acquired knowledge and experience in operating Face Foundrié Facial Bars, using the System and with respect to the style of the facilities and signs used by these Face Foundrié Facial Bars and has successfully established a reputation, demand and goodwill for their services and products; and

WHEREAS, Franchisee recognizes the value and benefits that can be derived from utilizing the System and being associated with Franchisor, the Marks and the other distinctive features of the System, and desires to obtain a franchise from Franchisor to use the System and to operate a Face Foundrié Facial Bar at an accepted location, and Franchisor is willing to grant such a franchise to Franchisee, all subject to the terms and conditions of this Agreement.

NOW, THEREFORE, for and in consideration of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1. INTRODUCTION.

• 1.01 Face Foundrié Facial Bars. Franchisor and its Affiliates own, operate and franchise Face Foundrié Facial Bars. Franchisor has developed and owns a comprehensive system for developing and operating Face Foundrié Facial Bars, which includes trademarks, designs and layouts, distinctive standards, specifications and requirements for products, services, equipment, materials, and supplies; uniform standards, specifications, procedures and methods for operations and customer service standards; procedures for inventory and management control; training and assistance; technology standards; trade dress; marketing, advertising and promotional programs; and certain operational and business standards and policies, all of which Franchisor may add to, remove, change, improve, further develop or otherwise modify from time to time.
• 1.02 Acknowledgments. Franchisee acknowledges and agrees that it or its authorized officers have read this Agreement and Franchisor's franchise disclosure document. By signing this Agreement, Franchisee accepts the proposition that to deliver and execute high-quality services and products in connection with beauty-related services and products requires a specific approach to the services, products, and customer experience (impacted by the quality of people and training) not typically found in other beauty-related businesses. Franchisee understands the terms of this Agreement and accepts them as being reasonably necessary to maintain the uniformity of Franchisor's high-quality standards at all Face Foundrié Facial Bars in

order to protect and preserve the goodwill of the Marks and the integrity of the System. Franchisee has conducted an independent investigation of the business contemplated by this Agreement and recognizes that the beauty services industry is highly competitive, with constantly changing market conditions. Franchisee recognizes that the nature of Face Foundrié Facial Bars may change over time, that an investment in a Face Foundrié Facial Bar involves business risks, and that the success of the venture is largely dependent on Franchisee's own abilities, efforts and financial resources. Franchisee or its Owners shall truthfully fill out the Franchisee Acknowledgment attached hereto as Exhibit H.

• 1.03 Representations. Franchisee and its Owners, jointly and severally, represent and warrant to Franchisor that: (a) neither Franchisee nor any of its Owners have made any untrue statement of any material fact or has omitted to state any material fact in the written information submitted in obtaining the rights granted hereunder; (b) neither Franchisee nor any of its Owners have any direct or indirect legal or beneficial interest in any beauty-related business that may be deemed a Competitive Business, except as Franchisee has otherwise completely and accurately disclosed in writing to Franchisor in connection with obtaining the rights granted hereunder; and (c) the execution and performance of this Agreement will not violate any other agreement to which Franchisee or any of its Owners may be bound. Franchisee recognizes that Franchisor has executed this Agreement in reliance on all of the statements Franchisee and its Owners have made in writing in connection with this Agreement.
• 1.04 Certain Definitions. The terms listed below have the meanings which follow them and include the plural as well as the singular. Other terms are defined elsewhere in this Agreement in the context in which they arise.
• (a) "Affiliate" Any Person that directly or indirectly owns or controls the referenced party, that is directly or indirectly owned or controlled by the referenced party, or that is under common control with the referenced party. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an Entity, whether through ownership of voting securities, by contract or otherwise.
• (b) "Competitive Business" Any business operating or franchising an establishment (i) at which more than 10% of the offerings consists of facial services or beauty treatments for the face, or (ii) that offers waxing services. Restrictions in this Agreement on competitive activities do not apply to: (i) the ownership or operation of other Face Foundrié Facial Bars that are licensed or franchised by Franchisor or any of its Affiliates;

Source: Item 22 — CONTRACTS (FDD pages 73–74)