Can Learningrx reject a proposed site for a Learningrx center?

deems necessary or advisable in furthering Franchisee's Business and the business of the System as a whole and in connection with protecting the Marks and goodwill of Franchisor. Provision of services by Franchisor, either initial or continuing, is independent from the payment the Initial Franchise Fee or the continuing royalty fees. Franchisor will provide the services listed below on a continuing basis

• 8.2 Site Selection. Franchisee is solely responsible for locating a site for the Business and negotiating a lease for the property. Upon request, Franchisor will provide limited advice and assistance to Franchisee in selecting a site and analyzing a location and in negotiating a lease. Franchisor will analyze a location by examining population density, traffic patterns, proximity of the proposed location to any other LearningRx Centers, or any other reasonable criteria, as set forth in Section 10.2. Franchisee agrees that the location of the Center is a factor in the potential for success of the Business and the location will be located close to the Center of the Territory. Franchisor may reject any location in its discretion, but consent will not be unreasonably withheld. If Franchisee and Franchisor cannot agree on the site selection, then Franchisee must select two (2) alternative sites. Franchisor shall provide Franchisee with an evaluation of each site as described above. Franchisor shall approve or disapprove Franchisee's proposed site within thirty (30) days of the date Franchisor receives written notice of the proposed site from Franchisee. Any site not approved in writing by Franchisor within the thirty (30) day time period shall be deemed disapproved. However, Franchisor's assistance in no way constitutes a representation or warranty with respect to the property or the lease.
• 8.3 Center Relocation. If Franchisee requests to relocate its Center, this will be subject to our approval, which we have the right to grant or deny for any reason or no reason. Any relocation will be subject to the site selection and lease provisions contained in the Franchise Agreement and Operations Manual. Franchisee will not be required to pay Franchisor a relocation fee ("Relocation Fee") for the first request to relocate its Center within the Initial Term of the Franchise Agreement or any Successor Term. Franchisee will be required to pay Franchisor a Relocation Fee of Two-hundred and fifty and 00/100 Dollars ($250.00) if Franchisee requests to relocate its Center a second time within the Initial Term of the Franchise Agreement or any Successor Term. Franchisee will be required to pay Franchisor a Relocation Fee of Five hundred and 00/100 Dollars ($500.00) if Franchisee requests to relocate its Center a third time within the

Initial Term of the Franchise Agreement or any Successor Term. Any relocation of Franchisee's Center will be at Franchisee's sole expense. Franchisor's approval will, among other things, be based on the following factors: population density, income levels, general location guidelines, proximity of the proposed site to other LearningRx Centers, and the time it will take to relocate Franchisee's Center.

• 8.4 Equipment, Inventory, Advertising and Services. Franchisor will specify or approve certain equipment, inventory, and supplies used in the Business, as provided elsewhere in this Agreement.

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