Common use of COMPANY'S REPURCHASE OPTION Clause in Contracts

COMPANY'S REPURCHASE OPTION. Notwithstanding the foregoing, any time after five (5) full years from the Effective Date, Company has the option of repurchasing the Development Area and all of your Regional Developer rights associated with this Agreement for any opened and unopened Franchises within your Development Area (“Repurchase Option”). Company must notify Regional Developer in writing of Company’s intent to exercise its Repurchase Option at least thirty (30) days prior to the date such option shall take effect (“Repurchase Notice”). The total number of Franchises for which Regional Developer has acquired the Development rights to open under this Agreement is set forth in Exhibit 1. The Repurchase Option includes the acquisition of the following Franchise types on the date of the Repurchase Notice: (a) all Franchises open and operating in the Development Area (“Opened Franchises”)* (b) all active licenses granted through executed and active franchise agreements, but the applicable clinics have not yet opened (“Unopened Franchises”) *Take note that on the date of the Repurchase Notice, any licenses or franchises agreements in the Development Area that have been terminated, or any clinics that have been opened and then closed, shall not be included in the calculation of the purchase price. Further, any Franchises that were opened in the Development Area prior to Regional Developer’s execution of this Agreement will be transferred to Company at no cost to Company if Company exercises its Repurchase Option. Following delivery of the Repurchase Notice to Regional Developer, the parties shall negotiate in good faith to determine a purchase price for the Development Area (and associated rights set forth in this Agreement). In the event the parties cannot determine a purchase price within thirty (30) days following delivery of the Repurchase Notice, the parties agree during the subsequent thirty (30) day period to mutually select and retain the services of a third party valuation expert to determine a purchase price. The parties agree to mutually select and retain the third party valuation expert, to each timely pay 50% of the costs, and to be bound by the established purchase price (or in the event a range of purchase prices is established, to take the average of the low and the high purchase prices). The parties agree that the closing on the Repurchase Option shall occur within (30) days of the determination of the purchase price. Failure by either party to actively and in good faith cooperate with the other party and the third party valuation expert shall constitute a default of the terms of this Agreement. In the event the Regional Developer fails to act in good faith as required above, the Company shall have the 30-day right to repurchase the Development Area in accordance with the following formula: (a) $29,000 for each Opened Franchise; plus (b) $7,250 for each Unopened Franchise Company and Regional Developer agree to execute and deliver any and all documents or instruments required to effectuate the repurchase by the Company, including providing documents and information to the third party valuation expert and documenting the transaction of the Development Area through the execution of the Company’s standard form of “Asset Purchase Agreement”, which is attached at Exhibit G-2 to the Franchise Disclosure Document you received prior to your execution of this Agreement.

COMPANY'S REPURCHASE OPTION. Notwithstanding (a) The termination of the foregoingGrantee’s service as a director of the Company for any reason will be a “Triggering Event.” Service will not be considered to have terminated in the case of an approved leave of absence. An approved leave of absence for this purpose will include sick leave, military leave, or any time after five (5) full years from other authorized personal leave, so long as the Effective Date, Company has a reasonable expectation that the Grantee will return to provide services for the Company, and provided further that the leave does not exceed six (6) months, unless the Grantee has a statutory or contractual right to return to active service following a longer leave. (b) In the event that a Triggering Event occurs, the Company will have an option of repurchasing (the Development Area and all of your Regional Developer rights associated with this Agreement for any opened and unopened Franchises within your Development Area (“Repurchase Option”). Company must notify Regional Developer in writing ) for a period of Company’s intent to exercise its Repurchase Option at least thirty (30) 90 days prior to the date such option shall take effect (“Repurchase Notice”). The total number of Franchises for which Regional Developer has acquired the Development rights to open under this Agreement is set forth in Exhibit 1. The Repurchase Option includes the acquisition of the following Franchise types on from the date of such event (as reasonably fixed and determined by the Repurchase Notice: (a) all Franchises open and operating in Company), to repurchase any of the Development Area (“Opened Franchises”)* (b) all active licenses granted through executed and active franchise agreements, but Shares that are not vested pursuant to the applicable clinics have not yet opened (“Unopened Franchises”) *Take note that vesting provisions set forth on Exhibit A hereto as of the date of the Repurchase Notice, any licenses or franchises agreements in the Development Area that have been terminated, or any clinics that have been opened and then closed, shall not be included in the calculation of the purchase price. Further, any Franchises that were opened in the Development Area prior to Regional Developer’s execution of this Agreement will be transferred to Company at no cost to Company if Company exercises its Repurchase Option. Following delivery of the Repurchase Notice to Regional Developersuch Triggering Event (such Shares, the parties shall negotiate in good faith to determine a purchase price “Unvested Shares”) for the Development Area (and associated rights set forth in this Agreement)no additional consideration. In the event the parties canCompany elects to exercise the Repurchase Option, it will be exercised by the Company by written notice to the Grantee, which notice will specify the number of Shares and the time (not determine a purchase price within thirty (30later than 30 days from the date of the Company’s notice) days following and place for the closing of the repurchase of the Shares. Upon delivery of the Repurchase Notice, the parties agree during the subsequent thirty (30) day period to mutually select such notice and retain the services of a third party valuation expert to determine a purchase price. The parties agree to mutually select and retain the third party valuation expert, to each timely pay 50% payment of the costs, and to be bound by the established purchase price (or in the event a range of purchase prices is established, to take the average of the low and the high purchase prices). The parties agree that the closing on the Repurchase Option shall occur within (30if any) days of the determination of the purchase price. Failure by either party to actively and in good faith cooperate with the other party and the third party valuation expert shall constitute a default of the terms of this Agreement. In the event the Regional Developer fails to act in good faith as required above, the Company shall have the 30-day right to repurchase the Development Area in accordance with the following formula: (a) $29,000 for each Opened Franchise; plus (b) $7,250 for each Unopened Franchise terms hereof, the Company will become the legal and Regional Developer agree to execute and deliver any beneficial owner of the Shares being repurchased and all documents rights and interests therein or instruments required relating thereto, and the Company will have the right to effectuate retain and transfer to its own name the repurchase number of Shares being repurchased by the Company. (c) If, including providing documents at any time during the two (2) years immediately following the Effective Date, the Company desires to have its common stock listed on a national securities exchange and information the Board determines that the existence of this grant of Shares will prohibit or materially jeopardize, delay or limit such listing, then the Company may exercise the Repurchase Option as to any Unvested Shares, on the third party valuation expert same terms and documenting conditions as described in Section 2(b) above. (d) Whenever the transaction of Company has the Development Area through right to repurchase Shares hereunder, the execution Board may designate and assign to one or more assignees the right to exercise all or part of the Company’s standard form repurchase rights under this Agreement to purchase all or a part of “Asset Purchase Agreement”, which is attached at Exhibit G-2 to the Franchise Disclosure Document you received prior to your execution of this Agreementsuch Shares.

COMPANY'S REPURCHASE OPTION. Notwithstanding a) The Company shall, for a period of ten (10) years from date that the foregoingSecurities are issued to the Purchaser hereunder (the “Repurchase Period”), have an irrevocable option (the “Repurchase Option”) to repurchase all or any time after portion of the Securities held by the Purchaser for an amount equal to (i) 1.5X the price per share paid by the Purchase under this Subscription Agreement if the Repurchase Option is exercised within the first three (3) years of the Repurchase Period, (ii) 2X the price per share paid by the Purchase under this Subscription Agreement if the Repurchase Option is exercised in years three (3) to five (5) full of the Repurchase Period, and (iii) 3X the price per share paid by the Purchase under this Subscription Agreement if the Repurchase Option is exercised in years from five (5) to ten (10) (in each case, the Effective Date, Company has the option of repurchasing the Development Area and all of your Regional Developer rights associated with this Agreement for any opened and unopened Franchises within your Development Area (“Repurchase OptionPrice”). . b) The Company must notify Regional Developer in writing of Company’s intent to may exercise its Repurchase Option at least thirty (30) days prior by delivering written notice to the date such option shall take effect Purchaser of its intention to do so at any point during the Repurchase Period, specifying the number of Securities it intends to repurchase (the “Repurchase Notice”). The total If the Company delivers the Repurchase Notice during the Repurchase Period, then the Purchaser shall sell, and the Company shall purchase, the number of Franchises for which Regional Developer has acquired Securities designated within the Development rights to open under this Agreement is set forth in Exhibit 1Repurchase Notice. The Repurchase Option includes Company shall satisfy its payment obligation to the acquisition of the following Franchise types on the date Purchaser with respect to exercise of the Repurchase Notice: (a) all Franchises open and operating Option by delivering a check to the Purchaser in the Development Area (“Opened Franchises”)* (b) all active licenses granted through executed amount of the aggregate Repurchase Price for the Securities being repurchased. Purchaser shall execute such purchase and active franchise sale agreements, but consents, and other conveyance documents as the applicable clinics have not yet opened (“Unopened Franchises”) *Take note that on Company may reasonably require to consummate the date repurchase of the Repurchase NoticeSecurities as provided in this Section 8 and, any licenses or franchises agreements in at the Development Area that have been terminated, or any clinics that have been opened and then closedclosing thereof, shall not be included deliver any certificates evidencing the Securities (endorsed in favor of Company) to the calculation Company, accompanied by duly executed stock powers, as needed, free and clear of the purchase price. Further, all encumbrances and liens of any Franchises that were opened in the Development Area prior to Regional Developer’s execution of this Agreement will be transferred to Company at no cost to Company if Company exercises its Repurchase Option. Following delivery of the Repurchase Notice to Regional Developer, the parties shall negotiate in good faith to determine a purchase price for the Development Area kind (and associated rights set forth in other than those imposed by this Agreement). In As a result of any repurchase of Securities pursuant to this Section 8 and notwithstanding anything to the event contrary in this Agreement, the parties cannot determine a purchase price within thirty (30) days following delivery Company shall become the legal and beneficial owner of the Repurchase Notice, the parties agree during the subsequent thirty (30) day period to mutually select repurchased Securities and retain the services of a third party valuation expert to determine a purchase price. The parties agree to mutually select shall have all rights and retain the third party valuation expert, to each timely pay 50% of the costsinterest therein or related thereto, and to be bound by the established purchase price (or in the event a range of purchase prices is established, to take the average of the low and the high purchase prices). The parties agree that the closing on the Repurchase Option shall occur within (30) days of the determination of the purchase price. Failure by either party to actively and in good faith cooperate with the other party and the third party valuation expert shall constitute a default of the terms of this Agreement. In the event the Regional Developer fails to act in good faith as required above, the Company shall have the 30-day right to repurchase the Development Area in accordance with the following formula: (a) $29,000 for each Opened Franchise; plus (b) $7,250 for each Unopened Franchise Company and Regional Developer agree transfer to execute and deliver its own name, cancel, and/or retire any and or all documents or instruments required to effectuate the repurchase Securities without further action by the CompanyPurchaser. c) In the event that the Repurchase Option is exercised or deemed exercised, including providing documents the sole right and information to the third party valuation expert and documenting the transaction remedy of the Development Area through Purchaser thereafter shall be to receive the execution Repurchase Price, and in no case shall the Purchaser have any claim of ownership as to any repurchased Securities. d) The Company in its sole discretion may assign all or part of the Company’s standard form Repurchase Option to one or more employees, officers, directors or stockholders of “Asset Purchase Agreement”, which is attached at Exhibit G-2 to the Franchise Disclosure Document you received prior to your execution of this Agreement.Company or other persons or organizations

COMPANY'S REPURCHASE OPTION. Notwithstanding a) The Company shall, for a period of ten (10) years from date that the foregoingSecurities are issued to the Purchaser hereunder (the “Repurchase Period”), have an irrevocable option (the “Repurchase Option”) to repurchase all or any time after portion of the Securities held by the Purchaser for an amount equal to (i) 1.5X the price per share paid by the Purchase under this Subscription Agreement if the Repurchase Option is exercised within the first three (3) years of the Repurchase Period, (ii) 2X the price per share paid by the Purchase under this Subscription Agreement if the Repurchase Option is exercised in years three (3) to five (5) full of the Repurchase Period, and (iii) 3X the price per share paid by the Purchase under this Subscription Agreement if the Repurchase Option is exercised in years from five (5) to ten (10) (in each case, the Effective Date, Company has the option of repurchasing the Development Area and all of your Regional Developer rights associated with this Agreement for any opened and unopened Franchises within your Development Area (“Repurchase OptionPrice”). . b) The Company must notify Regional Developer in writing of Company’s intent to may exercise its Repurchase Option at least thirty (30) days prior by delivering written notice to the date such option shall take effect Purchaser of its intention to do so at any point during the Repurchase Period, specifying the number of Securities it intends to repurchase (the “Repurchase Notice”). The total If the Company delivers the Repurchase Notice during the Repurchase Period, then the Purchaser shall sell, and the Company shall purchase, the number of Franchises for which Regional Developer has acquired Securities designated within the Development rights to open under this Agreement is set forth in Exhibit 1Repurchase Notice. The Repurchase Option includes Company shall satisfy its payment obligation to the acquisition of the following Franchise types on the date Purchaser with respect to exercise of the Repurchase Notice: (a) all Franchises open and operating Option by delivering a check to the Purchaser in the Development Area (“Opened Franchises”)* (b) all active licenses granted through executed amount of the aggregate Repurchase Price for the Securities being repurchased. Purchaser shall execute such purchase and active franchise sale agreements, but consents, and other conveyance documents as the applicable clinics have not yet opened (“Unopened Franchises”) *Take note that on Company may reasonably require to consummate the date repurchase of the Repurchase NoticeSecurities as provided in this Section 8 and, any licenses or franchises agreements in at the Development Area that have been terminated, or any clinics that have been opened and then closedclosing thereof, shall not be included deliver any certificates evidencing the Securities (endorsed in favor of Company) to the calculation Company, accompanied by duly executed stock powers, as needed, free and clear of the purchase price. Further, all encumbrances and liens of any Franchises that were opened in the Development Area prior to Regional Developer’s execution of this Agreement will be transferred to Company at no cost to Company if Company exercises its Repurchase Option. Following delivery of the Repurchase Notice to Regional Developer, the parties shall negotiate in good faith to determine a purchase price for the Development Area kind (and associated rights set forth in other than those imposed by this Agreement). In As a result of any repurchase of Securities pursuant to this Section 8 and notwithstanding anything to the event contrary in this Agreement, the parties cannot determine a purchase price within thirty (30) days following delivery Company shall become the legal and beneficial owner of the Repurchase Notice, the parties agree during the subsequent thirty (30) day period to mutually select repurchased Securities and retain the services of a third party valuation expert to determine a purchase price. The parties agree to mutually select shall have all rights and retain the third party valuation expert, to each timely pay 50% of the costsinterest therein or related thereto, and to be bound by the established purchase price (or in the event a range of purchase prices is established, to take the average of the low and the high purchase prices). The parties agree that the closing on the Repurchase Option shall occur within (30) days of the determination of the purchase price. Failure by either party to actively and in good faith cooperate with the other party and the third party valuation expert shall constitute a default of the terms of this Agreement. In the event the Regional Developer fails to act in good faith as required above, the Company shall have the 30-day right to repurchase the Development Area in accordance with the following formula: (a) $29,000 for each Opened Franchise; plus (b) $7,250 for each Unopened Franchise Company and Regional Developer agree transfer to execute and deliver its own name, cancel, and/or retire any and or all documents or instruments required to effectuate the repurchase Securities without further action by the CompanyPurchaser. c) In the event that the Repurchase Option is exercised or deemed exercised, including providing documents the sole right and information to the third party valuation expert and documenting the transaction remedy of the Development Area through Purchaser thereafter shall be to receive the execution Repurchase Price, and in no case shall the Purchaser have any claim of ownership as to any repurchased Securities. d) The Company in its sole discretion may assign all or part of the Company’s standard form Repurchase Option to one or more employees, officers, directors or stockholders of “Asset Purchase Agreement”, which is attached at Exhibit G-2 to the Franchise Disclosure Document you received prior to your execution of this AgreementCompany or other persons or organizations.