What is HealthSource Chiropractic's role in approving the agreement between the Licensed Provider and Management Company?

• 4.2 With the prior consent of HealthSource, Management Company hereby grants Licensed Provider a revocable, non-assignable and non-exclusive sub-license to use certain identifying trade and service marks, names, service marks and other commercial symbols, including the marks "HS" and "HealthSource Chiropractic" and certain associated designs, artwork, and logos (as may be changed by HealthSource from time to time, the "Marks"), as well as certain System materials, forms, intellectual property and décor items, during the Agreement Term. Licensed Provider hereby agrees to use the Marks in accordance with all applicable laws, rules and regulations, in accordance with the rules and requirements of HealthSource, and under

• (b) The Franchise Agreement is in full force and effect and HealthSource has been provided with a true, correct and complete copy of this Agreement and has approved it as to form and content (provided, however, that Licensed Provider and Management Company acknowledge and agree that such consent does not mean HealthSource has reviewed or approved the legality of this Agreement with respect to applicable state or local laws governing Licensed Provider or agreements of this nature).

• 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:

• The Clinic business will be operated by the PC using the HealthSource name and Marks.

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