Does the Learningrx franchise agreement allow the franchisee or their affiliates to acquire rights to operate additional centers?

Satellite Location Site.

The site ("Site") of Franchisee's Satellite Location may be within the Territory granted to Franchisee under the Franchise Agreement, or it may be outside of the Territory granted to Franchisee under the Franchise Agreement, provided that site is not within an existing franchisee's territory granted pursuant to a valid franchise agreement.

Franchisee acknowledges and agreements that Franchisee will not receive an exclusive or protected territory for its Satellite Location.

Franchisor reserves the right to grant a territory to another franchisee which includes the Site at any time.

Retention of Rights.

Franchisor, on behalf of it and its Affiliates, reserves all rights not specifically granted to Franchisee pursuant to this Addendum, all without compensation to Franchisee, including but not limited to the following: except as provided for in the Franchise Agreement between Franchisor and Franchisee, Franchisor and its Affiliates may own or operate, or license or franchise others to own or operate a LearningRx Training Center in any location, even if that location creates a territory which encompasses Franchisee's Site.

Gross Revenue.

The first sentence of the definition of "Gross Revenue" under the Franchise Agreement is hereby deleted and replaced with the following:

• "Gross Revenue" means the total of all receipts derived from services or products sold at the Center and Satellite Location, whether the receipts are evidenced by cash, credit, checks, gift certificates, scrip, coupons, services, property, bartering, or other means of exchange."

Royalty Fee.

The Gross Revenues for the Satellite Location shall be added to the Gross Revenues of Franchisee's Center to determine the Royalties owed to Franchisor each month.

Therefore, Franchisee must pay to Franchisor one (1) monthly royalty for both the Center granted to it under the Franchise Agreement and the Satellite Location granted to it under this Addendum, of the greater of either (i) eight percent (8%) of the combined Gross Revenues for its Center and its Satellite Location, or (ii) the Minimum Monthly Royalty, as defined in the Franchise Agreement.

Renewal.

Franchisor is under no obligation to renew this Addendum after the Initial Term.

Franchisee does not have any right to unilaterally renew this Addendum.

Franchisor may elect to grant Franchisee the right to extend this Addendum for additional three hundred, sixty-five (365) day periods (each a "Successor Term") after the expiration of the current term.

If Franchisee exercises its right to a Successor Term, it must pay Franchisor an additional Satellite Location Fee before the first day of that Successor Term.

Satellite Transition.

Franchisee agrees that if Franchisor licenses the right to own and operate a LearningRx Center to another franchisee, and grants to that franchisee a territory that encompasses Franchisee's Site, Franchisee must shut down its Satellite Location on or before

the date that the new franchisee opens its LearningRx Training Center. Further, Franchisee must transfer all of Franchisee's customers to the new franchisee on or before the new franchisee is prepared to open its LearningRx Training Center. Together, these events will be referred to in the Addendum as Franchisee's "Satellite Transition." Franchisee will have no right to compensation in the event of a Satellite Transition and will have no right to be reimbursed any portion of the Satellite Location Fee.

1. Transfer by Franchisee. Franchisee's obligations under this Addendum are personal and may not be voluntarily or involuntarily sold, pledged, assigned, transferred, shared, subdivided, sib franchised, encumbered or transferred in any way without the prior express written approval of Franchisor.

Source: Item 23 — RECEIPT (FDD pages 54–209)