hise Fee does not represent payment for the referral of customers or patients to you, and you

acknowledge and agree that the services we offer to you and our other HealthSource Chiropractic franchisees do not include the referral of customers or patients.

6.3 Advertising Fees; Other Fees.

• a. Recognizing the value of advertising to the goodwill and public image of Clinic franchises, we may, in our sole discretion, establish, maintain and administer an advertising fund (the "Ad Fund") for such advertising as we may deem necessary or appropriate in our sole discretion. You agree to contribute to the Ad Fund in the amount of two percent (2%) of the gross revenues of the Franchise. We will provide you with 30 days' advance notice of the establishment or termination of an Ad Fund and any change in the required contribution. These advertising fees (the "Advertising Fees") will be payable monthly with and at the same time as your Continuing Franchise Fees payable under Paragraph 6.2 above. A further description of the Ad Fund and your obligations with respect to advertising and promoting the Franchise is found in Section 11 of this Agreement.

• b. In the future, we may also establish a program to provide additional marketing services to Clinic franchises involving the placement of individuals on a local basis to perform marketing activities. This program is optional for Clinic franchises. If you choose to use this marketing program, you must agree to pay the fee determined by us. You will only be permitted to use this program if you pay this fee. We reserve the right to change the amount of this fee at any time. If we choose to establish this program in the future, and you choose to purchase this optional program, you agree to comply with all specifications and requirements contained in the Operations Manual concerning this program. This fee does not represent payment for the referral of customers or patients to you, and you acknowledge and agree that the services we offer to you and our other HealthSource Chiropractic franchisees do not include the referral of customers or patients.

• c. Additionally, you are required to pay the monthly Technology Fee, defined and discussed in Section 11.4, for certain Website and technology-related services and expenses and any fees relating to the required human resources and payroll services discussed in Section 10.7.

• 6.4 Fees Relating to Optional Programs. We, or our affiliates, may offer additional optional services, products or programs in connection with your Clinic Franchise, subject to an additional fee paid to us or third-parties.

• 6.5 Interest on Late Payments. All Continuing Franchise Fees, Advertising Fees, amounts due from you for purchases from us or our affiliates, and other amounts which you owe us or our affiliates (unless otherwise provided for in a separate agreement between us or our affiliates) will begin to accrue interest after their respective due dates at the lesser of (i) the highest commercial contract interest rate permitted by state law, and (ii) the rate of fifteen percent (15%) per annum. You acknowledge that the inclusion of this Paragraph in this Agreement does not mean we agree to accept or condone late payments, nor does it indicate that we have any intention to extend credit to, or otherwise finance your purchase or operation of the Franchise. We have the right to require that any payments due us or our affiliates be made by certified or cashier's check, wire transfer or electronic funds transfer in the event that any payment by check is not honored by the bank upon which the check is drawn. We also receive the right to charge you a fee of $100 for any payment by check that is not honored by the bank upon which it is drawn. Payments due us or our affiliates will not be deemed received until such time as funds from the deposit of any check by us or our affiliates is collected from your account.

• 6.6 Electronic Funds Transfer. We have the right to require you to participate in an electronic funds transfer program under which Continuing Franchise Fees, Advertising Fees, and any other amounts payable to us or our affiliates are deducted or paid electronically from your bank account (the "Account"). In the event you are required to authorize us to initiate debit entries, you agree to sign all requested forms (including the ACH Agreement attached to this Agreement as Exhibit 5) and make the funds available in the Account for withdrawal by electronic transfer no later than the payment due date. The amount actually transferred from the Account to pay Continuing Franchise Fees and Advertising Fees will be based on the Franchise's gross revenues reported to us. If you have not reported the Franchise's gross revenues for any reporting period, then we will be authorized to debit the Account in an amount equal to 120% of the Continuing Franchise Fee, Advertising Fee, and other amounts transferred from the Account for the last reporting period for which a report of the Franchise's gross revenues was provided to us. If at any time we determine that you have under-reported the Franchise's gross revenues or underpaid any Continuing Franchise Fee or Advertising Fee due us under this Agreement, then we will be authorized to initiate immediately a debit to the Account in the appropriate amount, plus applicable interest, in accordance with the foregoing procedure. Any overpayment will be credited, without interest, against the Continuing Franchise Fee, Advertising Fee, and other amounts we otherwise

would debit from your account during the following reporting period. Our use of electronic funds transfers as a method of collecting Continuing Franchise Fees and Advertising Fees due us does not constitute a waiver of any of your obligations to provide us with monthly reports as provided in Section 12, nor shall it be deemed a waiver of any of the rights and remedies available to us under this Agreement.

• 6.7 Application of Payments; No Set-Off.

Source: Item 23 — Receipts (FDD pages 77–282)