and other commercial symbols, including the marks "HealthSource Chiropractic," "HS," and "America's Chiropractor" and certain associated designs, artwork and logos, which we may change or add to from time to time (the "Marks").

• b. From time to time we grant to persons who meet our qualifications, franchises to own and operate a HealthSource Chiropractic Clinic in accordance with the System in a specified geographic territory. This Agreement is being presented to you because of the desire you have expressed to obtain the right to develop, own, and be franchised to operate a HealthSource Chiropractic Clinic (we refer to your HealthSource Chiropractic franchise hereinafter as the "Franchise" or the "Franchised Business"). You may purchase and operate your Franchise as a new, start-up Clinic (a "Start-up Clinic"), or may convert an existing chiropractic practice to a HealthSource Chiropractic Clinic (a "Conversion Clinic").
• c. In certain cases, where permitted by law, we may offer franchises to persons or legal entities that meet our qualifications but are not licensed to practice or provide chiropractic care, and are willing to undertake the investment and effort to own and operate a business that will manage a Start-Up or Conversion Clinic under the System; we refer to these businesses as "Clinic Management Businesses." For example, certain states do not permit non-licensed persons to own and/or operate chiropractic practices, but some states do. In states that do not permit non-licensed persons to own or operate chiropractic practices, a Clinic Management Business may be offered. In states that do permit non-licensed persons to own and operate chiropractic practices, a Clinic Management Business Franchise is not necessary, but may be offered by us under certain circumstances.

As further described below, to operate a Clinic Management Business, you must enter into a Franchise Agreement with us and a Management Agreement with a "PC" that will own and operate the Clinic. A "PC" will be one or more licensed individuals, or a professional corporation or similar entity, such as a professional limited liability company, that is duly authorized to provide chiropractic services under local and state laws. In such an arrangement:

• You, as franchisee, will construct or build-out the Clinic for use by the PC.
• The Clinic business will be operated by the PC using the HealthSource name and Marks.
• In addition to signing the Franchise Agreement with us, before you begin operating the Clinic Management Business, you must enter into a management agreement

("Management Agreement") with the PC. If permitted by state and local law, the PC may be the same entity as your franchisee entity or have the same owners. Under the Management Agreement, you will provide the PC with management and administrative services and support consistent with the System to support the PC's chiropractic practice and its delivery of chiropractic services and related services and products to patients at a Clinic, consistent with all applicable laws and regulations. Our Franchise Disclosure Document contains a general form of Management Agreement as an exhibit that can serve as a starting point for satisfying this requirement, but the actual Management Agreement to be used must be approved by us, in our discretion, and must satisfy all requirements and limitations of applicable laws, rules and regulations of the state in which the Clinic will be located.

• You must obtain our written approval of the final Management Agreement prior to signing it with the PC. We may provide you with assistance in preparing the Management Agreement, but you are responsible for determining whether such agreement is in compliance with all applicable laws, rules and regulations of the state in which the Clinic is located. You must have a Management Agreement in effect with a PC at all times during the operation of the Franchised Business and the Initial Term of this Agreement.
• We must approve the PC and its owners, but you are responsible for ensuring that the PC is in compliance with all applicable laws, rules and regulations of the state in which the Clinic is located.
• The PC will employ and control the chiropractors, physical therapists and other personnel who will provide the actual chiropractic and related services required to be delivered at and through the Clinic. You may not provide any actual chiropractic care or any other professional services that require licensing or certification, nor will you supervise, direct, control or try to influence the exercise of professional and/or medical judgment, treatment protocols, employee decisions, clinical advice, clinical training, clinical chiropractic care or relationships with patients, by the PC or any of its employees or agents.
• The Continuing Franchise Fee described in Section 6.2 may be different, and if different, will be reflected in a negotiated addendum to be signed at the same time this Agreement is signed.

1.3 RESERVED

• 1.4 Limit on Scope of System. Notwithstanding the development or implementation of the System, or any training, advice or instruction we may provide from time to time, we do not supervise, direct, control or try to influence any Franchise's: (a) exercise of professional and/or medical judgment, treatment protocols, employee decisions, clinical advice, clinical training, clinical chiropractic care or relationships with patients, or (b) relationships with its employees. Section 19 of this Agreement describes in more detail your responsibility to exercise your own professional judgment as to such matters.
• 1.5 Non-Uniform Agreements. You acknowledge and agree that we have previously entered into franchise agreements with other franchisees, that we may in the future enter into franchise agreements with other franchisees, and that some or all of those franchise agreements may have terms substantially different from those in this Agreement. You also acknowledge and agree that we may, in our sole discretion and business judgment, waive or modify comparable provisions of any of those franchise agreements in a non-uniform manner, so long as we do so on a reasonably non-discriminatory basis.

2. GRANT OF FRANCHISE.

1. 1 Term; Reference to Exhibit 1. You have applied for a franchise to own and operate a HealthSource Chiropractic Clinic, and we have approved your application in reliance on all of the representations you made in that application. As a result, and subject to the provisions of this Agreement, we grant to you a Franchise to operate a Clinic offering all products, services, and proprietary programs of ours in accordance with all elements of the System, that we may require for HealthSource Chiropractic Clinics. You must operate the Franchise at a mutually agreeable site (the "Premises") to be identified after the signing of this Agreement, and to use the System and the Marks in the operation of that Franchise, for an "Initial Term" of 10 years. The Initial Term will begin on the Agreement Date, unless you are assuming the Franchise pursuant to a Transfer, in which case the length of the Initial Term shall be determined by the applicable Transfer Agreement. To avoid uncertainty, the expiration date of the Initial Term is listed on Exhibit 1. Termination or expiration of this Agreement will constitute a termination or expiration of your Franchise and the rights you received in connection with the Franchise, including your rights to use the Marks or any portion of the Confidential Information (defined below). All

references to the "Term of this Agreement" refer to the period from the Agreement Date to the date on which this Agreement actually terminates or expires.

• 2.2 Full Term Performance. You specifically agree to be obligated to operate the Franchise, perform the obligations of this Agreement, and continuously exert your best efforts to promote and enhance the business of the Franchise for the entire Initial Term, and any subsequent renewal or extension of the Term of this Agreement.
• 2.3 Protected Territory; Reference to Exhibit 1; Reservation of Rights.

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