What is the purpose of the Sublicense Agreement between the Franchisee and Licensee in relation to the Red Wagon Club franchise?

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EXHIBIT B

SUBLICENSE AGREEMENT

SUBLICENSE AGREEMENT

| 6. | FEES. | ...........................................................................................................................9 | |---|---|---| WHEREAS, Franchisee and Red Wagon Club Franchise LLC ("Franchisor") are parties to that certain Franchise Agreement dated concurrently herewith (the "Franchise Agreement"), pursuant to which Franchisor granted Franchisee the right, and Franchisee undertook the obligation, to develop, own and operate a franchised business ("Franchisee's RWC Business") identified by, and whose products and services are identified by, the trademark Red Wagon ClubTM (together with other trademarks and service marks Franchisor designates from time to time, the "Marks"), that offer a variety of non-legal social events, estate planning seminars, and membership benefits to clients ("Members");

WHEREAS, Licensee owns and operates a law firm business which provides estate planning services to clients and is located at ______________________________________ ("Licensee's Law Firm Business"), and in connection with the operation of Licensee's Law Firm Business, Licensee wishes to acquire from Franchisee a sublicense to use the Marks and certain of Franchisor's proprietary materials (the "Licensed Materials") associated with the Red Wagon ClubTM brand (the "Brand"); and

WHEREAS, it is a condition of Franchisor's grant of the Franchise Agreement to Franchisee and Franchisee's continued operation of Franchisee's RWC Business that the Parties enter into this Agreement and deliver a fully executed copy to Franchisor.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Term. The term of this Agreement (the "Term") will commence on the Effective Date and, subject to sooner termination as provided herein, shall expire on the termination or expiration of the Franchise Agreement.

2. License.

• (a) Grant. Subject to the terms of this Agreement, Franchisee hereby grants Licensee a limited, non-exclusive, and non-transferrable right and sublicense to use the Marks and Licensed Materials during the Term strictly in connection with the operation of Licensee's Law Firm Business pursuant to the terms and conditions of this Agreement and for no other purpose. Franchisee shall provide Licensee digital copies or access to the Licensed Materials and Licensee must use the Licensed Materials without modification unless otherwise consented to in writing by Franchisor. Licensee acknowledges and agrees that Franchisor may modify the Marks and Licensed Materials from time to time in its sole discretion. Franchisee will notify Licensee in writing of such changes to the Marks and Licensed Materials that Franchisee receives from Franchisor, and immediately upon Licensee's receipt of such notice, Licensee will implement the required changes in accordance with the terms of this Agreement.
• (b) No Right to Sublicense. The rights and license granted to Licensee herein do not confer to Licensee the right to grant to others the right or license to use, exploit, lease or sell the Marks or Licensed Materials.

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• (c) Ownership. Licensee acknowledges and agrees that all rights in and to the Marks and Licensed Materials including, without limitation, the goodwill, derivative works, and innovations associated with the Marks and/or Licensed Materials, are exclusively owned by Franchisor. All use by Licensee of the Marks and Licensed Materials shall inure to the sole benefit of and be on behalf of Licensor. Licensee further acknowledges and agrees that upon the termination of this Agreement, all of Licensee's rights to the Marks and Licensed Materials shall immediately cease, and Licensee shall have no interest in or right to use any of the Marks or Licensed Materials, Licensee will not in any manner represent that it owns any component of the Marks or Licensed Materials. Licensee shall execute and deliver to Franchisor an assignment of all rights Licensee might have created in any work, trademark, or other intellectual property right using or including the Marks and/or Licensed Materials together with any goodwill associated therewith. Notwithstanding the foregoing, Licensee will retain the goodwill in Licensee's Law Firm Business apart from the goodwill associated with the use of the Marks and Licensed Materials.
• (d) Challenges. Licensee acknowledges and agrees that Licensee will not at any time do, or cause to be done, any act or thing to contest, oppose, seek to invalidate or in any way impair or intend to impair the validity or enforceability of any applications, registrations, or rights in or for the Marks or Licensed Materials or any of Licensor's exclusive right, title and interest in the Marks or Licensed Materials.
• (e) Infringement. During the Term, Licensee shall promptly notify Franchisee in writing of any suspected or actual infringement of the Marks and/or Licensed Materials as may come to Licensee's attention. In such event, Franchisor has the right, but not the duty, to take any legal action or other measures to protect the Marks and/or Licensed Materials against such infringement. Licensee shall cooperate with Franchisor in any such actions or measures at Franchisor's request and sole expense. In any action brought by Franchisor: (a) Franchisor shall retain full control thereof, including the settlement or other disposition of the action; and (b) any recovery shall be solely for the account of Franchisor.
• 1. Operations Manual. Licensee acknowledges and agrees that Franchisee has provided, or will make available, to Licensee access to Franchisor's manual for the operation of franchised Red Wagon Club™ businesses (as modified, amended, and revised by the Franchisor, the "Operations Manual"). For purposes of this Agreement, the Operations Manual is considered part of Franchisor's Confidential Information (as defined in Section 6), and thus, it must protect the Operations Manual from improper use and disclosure as described in Section 6 herein.

4. Licensee's Obligations.

• (a) Advertising. In consideration for the license to use the Marks and Licensed Materials, and for the benefit of Franchisee's RWC Business, Licensee agrees to spend a minimum of $10,000 on local advertising during each calendar month of the Term (the "Local Advertising Requirement") to promote Franchisee's RWC Business and/or Licensee's Law Firm Business. All advertising materials relating to Franchisee's RWC Business or otherwise containing or making reference to the Licensed Materials or the Brand must be approved in writing by Franchisor before being used.
• (b) Insurance. Throughout the Term, Licensee must carry commercially reasonable professional liability insurance for the Licensee's Law Firm Business. Licensee must also, at its expense, comply with any other insurance coverages requirements set forth in Franchisor's Operations Manual from time to time. Franchisor's insurance requirements represent only the

minimum coverage that Franchisor deems acceptable to protect its interests and are not representations or warranties of any kind that such coverage is sufficient to comply with applicable law or protect Licensee's interests or those of Licensee's Law Firm Business. It is Licensee's sole responsibility to make that determination and to acquire any additional coverages it believes are necessary to protect those interests, based on its own independent investigation.

• (c) Training. Franchisor may require Licensee and certain of its employees to attend various ongoing training events, participate in online sessions, view training videos, and/or attend regional training or training at another event such as an annual meeting or convention, at the times and locations designated by Franchisor, including courses and programs provided by third parties Franchisor designates. Licensee agrees to attend and complete any such training, and in connection therewith, Licensee will be responsible for all costs associated with attending such programs, courses, events, or meetings.
• (d) Records and Reports. Licensee will, upon Licensor's request, provide to Licensee such periodic financial statements, statistical reports, and other information Licensor requests regarding Licensee's Law Firm Business. Licensee acknowledges and agrees that Licensor will, at Franchisor's request, provide such records and reports to Franchisor, provided that Franchisor agrees to keep such records and reports confidential.
• 1. Compliance with Laws. Licensee understands and acknowledges that the Licensed Materials do not constitute legal advice or opinion of Franchisor or Franchisee. In using any of the Licensed Materials in connection with the operation of Licensee's Law Firm Business, Licensee is solely responsible for ensuring that such Licensed Materials comply with applicable law. Licensee shall comply with all applicable laws, regulations, ethics codes and standards, and bar association rules in operating Licensee's Law Firm Business and in exercising its rights and performing its obligations under this Agreement.

6. Confidentiality.

• (a) Confidential Information.

Source: Item 23 — RECEIPTS (FDD pages 47–142)