Exhibit 10.1


 








ASSET AND FRANCHISE AGREEMENT PURCHASE AGREEMENT


 


THIS ASSET AND FRANCHISE AGREEMENT PURCHASE
AGREEMENT (“Agreement”) is made and entered into on August 1, 2019 (“Effective Date”), by
and between The Joint Corp., a Delaware corporation (“TJC”), RJJ, LLC, a South Carolina limited liability company
(“Seller”), and Robin Willey, an individual, and Judy Willey, an individual (collectively, the “Shareholder”).
TJC, Seller, and Shareholder shall at times be collectively referred to as the “Parties.”


 


Background:


 


A.            
The Shareholder is the franchisee under a franchise agreement with TJC for The Joint franchise number 08017 known
as Sayebrook, and located at 181 Brookton Circle, Unit #4C, Myrtle Beach, South Carolina 29588 (the “Subject Franchise”);


 


B.            
Seller and the Shareholder will sell to TJC, and TJC will purchase from Seller, all of Seller’s interest in the Subject
Franchise and the “Franchise Agreement” (as defined below), on the terms and conditions set forth in this Agreement;
and


 


C.            
The Shareholder owns all of the outstanding interests in the Seller.


 


D.            
The Parties, in conjunction with this Asset and Franchise Agreement Purchase Agreement, mutually desire to terminate the
“Franchise Agreement” (as defined below) as set forth below. The Franchisee will surrender the Territory and
mutually terminate the Franchise Agreement, other than Franchisee’s “Post-Termination Obligations” (as
defined below).


 


NOW, THEREFORE, in consideration of the mutual
agreements, covenants and undertakings herein contained and other valuable consideration, the adequacy of which is acknowledged
by all Parties, the Parties hereby agree as follows:


 


		1.	Purchase and Sale



 


(a)           
Except as provided herein, at the “Closing" (as hereinafter defined in Section 5) of the transactions
contemplated hereby, Seller and Shareholder shall sell, assign, transfer and deliver, or cause its affiliates to assign, transfer
and deliver, to TJC, and TJC shall purchase and accept from Seller, Shareholder and/or their affiliates, the “Assets”
(as defined below); free and clear of any and all liens, claims (including, without limitation, title claims and claims of taxing
authorities), encumbrances, pledges, security interests or charges of any kind whatsoever, and shall assume the obligations only
as specifically stated herein, for the purchase price set forth in Section 4 hereof.


 


		(b)	For purposes of this Agreement, “Assets” shall mean:



 


(i)            
the franchise agreement between Seller and TJC dated May 28, 2013 for the Subject Franchise, as more particularly
described in Schedule 1(b)(i) attached hereto as and made a part hereof, without any transfer fees (as amended, the
“Franchise Agreement”);


 


(ii)       all
of Seller’s interest in equipment, machinery, tools, maintenance supplies, fixed assets, office equipment, leasehold improvements,
furniture, fixtures, inventories and supplies and other similar items of tangible personal property (together the “Personal
Property”) used or held for use by Seller in the Subject Franchise, which is more particularly listed and described in
Schedule 1(b)(ii) attached hereto and made a part hereof;


 






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(iii)       all
of Seller’s interest in any membership agreements, prepaid services packages and other agreements or arrangements Seller
has made with patients of the Subject Franchise, together with any deposits or prepayments (for packages or otherwise) made by
any patients covered by such agreements or arrangements to the extent related to services to be performed after Closing (hereinafter,
the “Prepayment Balance”);


 


(iv)       the
trademarks, trade names, copyrights and all other intellectual property rights of Seller associated with the Subject Franchise
and all of Seller’s goodwill attributable to the Subject Franchise;


 


(v)       all
telephone numbers and domain names associated with the Subject Franchise;


 


(vi)       copies
of all medical records with respect to patients of the Subject Franchise and all documents and records in the possession of Seller
pertaining to patients and employees of the Subject Franchise;


 


(vii)       to
the extent transferable, all licenses, government approvals and permits and all other approvals and permits relating to the Subject
Franchise;


 


(viii)       all
of Seller’s interests as tenant (including leasehold improvements) under its leases for the premises occupied by the Subject
Franchise, a copy of which is attached hereto as Exhibit A and made a part hereof (hereinafter, the “Lease”);
and


 


(ix)       the
agreements and contracts which TJC has expressly agreed to assume and which are listed on Schedule 1(b)(ix) (together,
the “Assumed Contracts”).


 


(c)           
Termination of Franchise Agreement. As of the Effective Date, the Parties hereby agree that effective as of the Effective
Date, the Franchise Agreement, along with any addendums, amendments, exhibits, security agreements related to the Franchise Agreement,
and all of the Parties’ rights and obligations thereunder, shall be terminated and of no further force and effect subject
to the following: All obligations imposed upon Franchisee under this Termination and Release, and the Franchise Agreement that
survive the termination, expiration or transfer of the Agreement, including but not limited to the “Post-Termination Obligations”
and the “Survival Provisions” (without limitation Section 16 of the Franchise Agreement), shall survive
and Franchisee agrees to comply with all such Post-Termination Obligations and Survival Provisions as applicable to each in accordance
with the terms of the Franchise Agreement notwithstanding its termination. Notwithstanding the foregoing, the Post-Termination
Obligations and Survival Provisions related to competition or covenants not-to-compete, shall not be enforced by Franchisor (excepting
any usage of Trade Secrets, Confidential Information or the Marks as defined in the Franchise Agreement).





 


		2.	Excluded Assets



 


Notwithstanding anything to the contrary contained
in this Agreement, it is expressly acknowledged by TJC that Seller will not be conveying to TJC (a) any cash, cash equivalents,
working capital, or accounts receivable (other than accounts receivable under membership agreements or other arrangements described
in Section 1(b)(iii) above for periods after Closing), (b) any of the proceeds of the transaction described in this Agreement,
(c) the items listed on the attached Schedule 2, and (d) any other assets, properties or rights of Seller owned or
used by Seller but not used in or directly related to the Subject Franchise (collectively, the “Excluded Assets”).


 






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		3.	No Assumption of Liabilities



 


Except as expressly provided in this Agreement,
TJC shall not assume any debts, liabilities or obligations of Seller or its shareholders, members, affiliates, officers, employees
or agents of any nature, whether known or unknown, fixed or contingent, including, but not limited to, debts, liabilities or obligations
with regard or in any way relating to any contracts (including, without limitation, any of the following: (i) employment agreements;
(ii) stock transfer agreements; (iii) medical direction agreements; or (iv) any other documents related to the business, leases
for real or personal property, trade payables, tax liabilities, disclosure obligations, product liabilities, liabilities to any
regulatory authorities, liabilities relating to any claims, litigation or judgments, any pension, profit-sharing or other retirement
plans, any medical, dental, hospitalization, life, disability or other benefit plans, any stock ownership, stock purchase, deferred
compensation, performance share, bonus or other incentive plans, or any other similar plans, agreements, arrangements or understandings
which Seller, or any of its affiliates, maintain, sponsor or are required to make contributions to, in which any employee of Seller
participates or under which any such employee is entitled, by reason of such employment, to any benefits (collectively the (“Excluded
Liabilities”). For the avoidance of doubt, any liability under any lease for real property for the Subject Franchise,
whether or not assumed by TJC, for the period before Closing, shall be an Excluded Liability. However, any liability for periods
after Closing under any assigned lease for real property for a Subject Franchise shall not be an Excluded Liability.


 


		4.	Payment of Purchase Price



 


(a)           
The purchase price to be paid by TJC for the Assets (the “Purchase Price”) is Seven Hundred Fifty
Thousand and No/100 ($750,000.00), subject to adjustment as set forth in Section 4(d);


 


(b)           
TJC will pay to Seller the amount of $700,000.00 in cash by business wire on the “Closing Date” (as hereinafter
defined in Section 5) (such wire to be initiated by TJC on the Closing Date, Arizona time), less the following items: (i)
any amounts to be paid to third parties in connection with the satisfaction of liens or security interests affecting the Assets;
(ii) any amounts required to be paid to the landlord in connection with the assignment of the Lease; (iii) that portion of the
Prepayment Balance that was sold and collected after June 1, 2019 and is still outstanding (estimated to be approximately
$22,500.00 and subject to final reconciliation through the “Purchase Price Balance” (defined below)); and (iv)
any outstanding or accrued royalties, advertising contributions and other fees under the Franchise Agreement through the Closing
Date (collectively, the “FA Fees”);


 


(c)           
Subject to Section 4(d) below, the $50,000.00 balance of the Purchase Price (the “Purchase Price
Balance”) shall be paid by TJC to Seller ninety (90) calendar days after the Closing Date (the “Purchase Price
Balance Due Date”); and


 


(d)           
Within ninety (90) days after Closing Date, the Purchase Price Balance shall be adjusted by appropriate pro-rations for
rent, state and local real estate taxes and transfer taxes, sales tax, service and utility contracts, any merchant card collections
on account of the Subject Franchise only for periods after the Closing, balance of any security deposit held by the landlord under
the Lease that transfers to TJC, and/or FA Fees, payroll and employee related payments related to the Subject Franchise in respect
of periods prior to Closing (the “Adjustments”). The Parties shall cooperate to determine the amounts of the
Adjustments, and shall use commercially reasonable efforts to determine amounts within sixty (60) days after Closing Date and shall
reimburse the other party as necessary and as detailed below. The agreed amount of the Adjustments shall be documented by a written
calculation signed by the Parties hereto (the “Adjustment Agreement”). In the event that the Parties agree that
the Adjustments in favor of Seller are greater than the Adjustments in favor of TJC, TJC shall remit the net amount of Adjustments
to Seller along with the remittance of the Purchase Price Balance on the Purchase Price Balance Due Date. In the event that the
Parties agree that the Adjustments in favor of TJC are greater than the Adjustments in favor of Seller, the Purchase Price Balance
shall be reduced by the net amount of the Adjustments. Any Adjustments received by TJC following the ninety (90)-day period shall
be remitted to the Seller by written notice within sixty (60) days of TJC’s receipt, upon which Seller shall remit to TJC
the amount of those Adjustments within thirty (30) days of such written notice.


 






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		5.	Closing



 


Subject to the satisfaction or waiver of the
conditions described in Sections 9 and 10, the Closing of the transactions described herein shall take place on or
about August 1, 2019, but in any event no later than August 5, 2019, at such time as the Parties agree, and
shall occur at the offices of TJC. The date on which the Closing takes place is referred to in this Agreement as the “Closing
Date.” At the Closing, Seller shall deliver, or cause its affiliates to deliver, such bills of sale, assignments, certificates
and other documents and instruments as may reasonably be requested by TJC to carry out the transfer and assignment to TJC of the
Assets, including execution of the “Bill of Sale and Assignment,” attached hereto at Exhibit B. Following
the Closing, the Parties shall cooperate fully with each other and shall make available to the other, as reasonably requested and
at the expense of the requesting party, and to any taxing or regulatory authority, all information, records or documents relating
to tax obligations and regulatory compliance matters of Seller for all periods on or prior to the Closing Date, and shall preserve
all such information, records and documents until the expiration of any applicable statute of limitations and extensions thereof.


 


		6.	Representations, Warranties and Covenants of Seller and the Shareholder



 


Seller and Shareholder hereby jointly and severally
represent and warrant to TJC as follows, and further memorialized hereto at Exhibit D – Seller’s Certificate:


 


(a)       Organization.
Seller is a corporation duly organized and validly subsisting under the laws of the State of South Carolina, and each has full
power and authority to conduct its business as it is now being conducted, and to execute, deliver and perform this Agreement.


 


(b)       Authority.
Seller is not a party to, subject to, or bound by any agreement, judgment, order, writ, injunction, or decree of any court or governmental
body that prevents or impairs the carrying out of this Agreement. The execution, delivery and performance of this Agreement and
all other documents, instruments and agreements contemplated hereby have been duly authorized by all required corporate, limited
liability company or limited partnership action of Seller. All other actions (including all action required by state law and by
the organizational documents of Seller) necessary to authorize the execution, delivery and performance by Seller of this Agreement,
the bills of sale transferring the Assets, the assignments in connection herewith and the other documents, instruments and agreements
necessary or appropriate to carry out the transactions herein contemplated, have been taken by Seller. Upon the execution of this
Agreement and the other documents and instruments contemplated hereby by Seller and the Shareholder (and assuming the due execution
and delivery by the other parties), this Agreement and such other documents and instruments will be the valid and legally binding
obligations of Seller and the Shareholder, enforceable against each of them in accordance with their respective terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally,
and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith
and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). Except as set forth on Schedule
6(b), no authorization, consent, approval or other order of, declaration to or filing with any third party, including any
governmental body or authority is required for the approval or consummation by Seller or the Shareholder of the transactions contemplated
by this Agreement. Seller and the Shareholder agree that assignment of the Lease shall not be subject to or contingent upon any
novation or any release of any principal obligor or guarantor thereunder.


 






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(c)           
 Taxes. Seller has filed when due in accordance with all applicable laws (or properly and timely filed an extension
therefor) all tax returns required under applicable statutes, rules or regulations to be filed by it. As of the time of filing,
such returns were accurate and complete in all material respects. All taxes due with respect to Seller and the Assets, and all
additional assessments received, have been paid. Seller is not delinquent in the payment of any such tax and none has requested
any extension of time within which to file any tax return, which return has not since been filed. There are no federal, state,
local or other tax liens outstanding on any of the Assets being sold hereunder.


 


(d)           
Title to and Condition of Assets. Seller has good and marketable title to (or, with respect to any Assets that are
leased, a valid leasehold interest in) all of the Assets to be acquired by TJC at the Closing, free from any liens, adverse claims,
security interest, rights of other parties or like encumbrances of any nature. As of the Closing Date, the Assets consisting of
physical property are in good condition and working order, normal wear and tear excepted, and function properly for their intended
uses.


 


(e)           
Compliance with Laws. To the best of Seller’s and Shareholder’s knowledge, neither Seller nor the Subject
Franchise is in violation of, nor are they or any of them subject to any liability in respect of, any federal, state, county, township,
city or municipal laws, codes, regulations or ordinances (including without limitation those relating to environmental protection,
health, hazardous or toxic substances, fire or safety hazards, occupational safety, labor laws, employment discrimination, subdivision,
building or zoning) with respect to the conduct of the Subject Franchise, nor has Seller received any notices of investigation
or violation pertaining to any such matters. To the best of Seller’s and Shareholder’s knowledge, Seller has, and all
professional employees or agents of Seller have, all licenses, franchises, permits, authorizations or approvals from all governmental
or regulatory authorities required for the conduct of the Subject Franchise and neither Seller nor the professional employees or
agents of Seller have violated any such license, franchise, permit, authorization or approval or any terms or conditions thereof.


 


(f)            
Litigation. There is no action, suit or proceeding pending, threatened against or affecting the Assets, or relating
to or arising out of, the ownership or operation of the Assets, including claims by employees of the Subject Franchise.


 


(g)           
Employees. Schedule 6(g) attached hereto contains a complete and correct list of the name, position,
current rate of compensation and any vacation or holiday pay and any other compensation arrangements or fringe benefits, of each
current employee of Seller who is directly employed in the Subject Franchise (collectively, the “Employees”).
Seller and Shareholder hereby agree to terminate all of the Employees as of the Closing Date and pay any and all compensation due
the Employees through the Closing Date; including, but not limited to, all base pay, hourly pay, bonuses and commission, vacation
and sick time, and any severance obligations.


 





(h)           
Contracts. Seller has delivered to TJC copies of any and all material contracts, leases, agreements, software licensing
agreements, or commitments, unless customarily kept in non-physical, non-pdf format or other digital document format, with respect
to the Assets or the Subject Franchise. Except as set forth in Schedule 6(h), no consent or approval of any third
party is required for the assignment to TJC of any contracts that TJC is assuming pursuant to Sections 1(b)(iii), (vi), (vii),
(viii), and (ix).


 






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(i)            
Financial Statements. Seller has delivered to TJC the financial statements for the Subject Franchise as of and for
the calendar years 2017, 2018 and 2019 (through June) (collectively, the “Financial Statements”). The Financial
Statements fairly present and will fairly present the financial position and results of operations of the Subject Franchise as
of and for the periods presented.


 


(j)            
Claims.  Neither Seller, Shareholder, nor any other person who holds or has ever held a direct or indirect
interest in the Subject Franchise has any claim, demand, or cause of action for damages of any kind whatsoever, whether known or
unknown, against TJC or its officers, directors, employees, attorneys, agents, successors and assigns by reason of any event, occurrence
or omission arising under, or relating to, the Subject Franchise.


 


(k)           
Pre-Closing Operations. Until such time as the Subject Franchise has been transferred and assigned to TJC, Seller
and the Shareholder shall continue to operate the Subject Franchise in a commercially reasonable manner (including without limitation,
engaging in the sale of any products or packages at discounted amounts, or other revenue “stuffing” activities), consistent
with the respective franchise agreement, and neither the Seller nor any of the Shareholder shall take any actions or operate the
Subject Franchise in such a way as to cause or precipitate any diminution in their prospective, post-closing sales or any material
shift in their prospective, post-closing revenue streams.


 


(l)            
Due Diligence Request. Seller agrees and acknowledges that TJC delivered the Due Diligence Request attached hereto
at Exhibit E. Seller further warrants, represents and covenants that it has disclosed all material disclosures, documentation
and information responsive to the Due Diligence Request.


 


		7.	TJC’s Representations and Warranties



 


TJC represents and warrants to Seller and the
Shareholder as follows:


 


(a)           
Organization of TJC. TJC is a corporation duly organized and validly subsisting under the laws of the state of Delaware,
and TJC has full power and authority to conduct its business as it is now being conducted, and to execute, deliver and perform
this Agreement.


 


(b)           
Authorization. TJC is not a party to, subject to or bound by any agreement, judgment, order, writ, injunction, or
decree of any court or governmental body that prevents or impairs the carrying out of this Agreement. The execution, delivery and
performance of this Agreement and all other documents, instruments and agreements contemplated hereby have been duly authorized
by TJC’s Board of Directors. All other actions (including all action required by state law and by the organizational documents
of TJC) necessary to authorize the execution, delivery and performance by TJC of this Agreement, the Note, the bill of sale transferring
the Assets, the assignments in connection herewith and the other documents, instruments and agreements necessary or appropriate
to carry out the transactions herein contemplated, have been taken by TJC. Upon the execution of this Agreement and the other documents
and instruments contemplated hereby by TJC, this Agreement and such other documents and instruments will be the valid and legally
binding obligations of TJC, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability,
to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of
whether enforcement is sought in a proceeding at law or in equity).


 






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(c)           
No Consent or Approval Required. No authorization, consent, approval or other order of, declaration to or filing
with any governmental body or authority, including, without limitation, with respect to environmental matters, is required for
the consummation by TJC of the transactions contemplated by this Agreement.


 


(d)           
No Violation of Other Agreements. Neither the execution and delivery of this Agreement nor compliance with the terms
and conditions of this Agreement by TJC will breach or conflict with any of the terms, conditions or provisions of any agreement
or instrument to which TJC is or may be bound or constitute a default thereunder or result in a termination of any such agreement
or instrument.


 


(e)           
Financial Capability. TJC will have at Closing, sufficient internal funds available to pay the Purchase Price and
any fees or expenses incurred by TJC in connection with the transactions contemplated hereby.


 


		8.	Pre-Closing Events



 


(a)           
General. Pending Closing, the Parties shall use commercially reasonable efforts to take all actions that may be necessary
to close the transaction in accordance with the terms of this Agreement (but TJC shall not be required to waive any of the TJC
Closing Conditions, and Seller and the Shareholder shall not be required to waive any of the Seller Closing Conditions).


 





(b)           
Conduct of Business. Pending Closing, Seller and the Shareholder shall:


 


(i)            
conduct the business of the Subject Franchise in the ordinary course and use commercially reasonable efforts, in consultation
with (but without being bound by) TJC’s transition management team personnel, to maintain and grow the business of the Subject
Franchise and to preserve their goodwill and advantageous relationships with patients, employees, suppliers and other persons having
business dealings with the Subject Franchise. In clarification of the foregoing, Seller and Shareholder hereby acknowledge and
agree that they shall not sell Heavily Discounted Prepaid Packages from the Subject Franchise from June 1, 2019 until the
Closing Date. “Heavily Discounted Prepaid Packages” shall mean prepaid packages that are priced below the average pricing
Seller and Shareholder sold prepaid packages at the Subject Franchise during the preceding two years; and


 


(ii)           
not take any affirmative action that results in the occurrence of an event of default under any contract or agreement to
which Seller is a party and take any reasonable action within Seller’s control that would avoid the occurrence of such default.


 


		(c)	Access to Information. Pending Closing, Seller and the Shareholder shall:



 


(i)            
afford TJC and its representatives (including its lawyers, accountants, consultants and the like) reasonable access during
normal business hours, but without unreasonable interference with operations, to the Seller’s books and records and other
documents relating to the Subject Franchise;


 


(ii)           
respond to reasonable inquires by TJC and its representatives regarding Seller;


 






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(iii)         
cause Seller to furnish TJC and its representatives with all information and copies of all documents concerning Seller that
TJC and its representatives reasonably request;


 


(iv)         
deliver to TJC, Seller’s financial statements for the period between January 1, 2019 and the end of the last full
month before Closing; and


 


(v)           
otherwise cooperate with TJC in its due diligence activities.


 


(d)           
Notice of Developments. Pending Closing, Seller and the Shareholder shall promptly give notice to TJC of:


 


(i)            
any fact or circumstance of which Seller or Shareholder becomes aware that causes or constitutes a material inaccuracy in
or material breach of any of Seller’s or Shareholder’s representations and warranties in Section 6 as of the
date of this Agreement;


 


(ii)           
any fact or circumstance of which Seller or a Shareholder becomes aware that would cause or constitute a material inaccuracy
in or material breach of any of Seller’s or the Shareholder’s representations and warranties in Section 6 if
those representations and warranties were made on and as of the date of occurrence or discovery of the fact or circumstance; or


 


(iii)         
the occurrence of any event of which Seller or Shareholder becomes aware that reasonably could be expected to make satisfaction
of any TJC Closing Condition impossible or unlikely.


 


(e)           
Supplements to Schedules. Pending Closing, Seller may supplement or correct the Schedules to this Agreement as necessary
to insure their completeness and accuracy. No supplement or correction to any Schedule or Schedules to this Agreement shall be
effective, however, to cure any breach or inaccuracy in any of the representations and warranties; but if TJC does not exercise
its right to terminate this Agreement under Section 12 and closes the transaction, the supplement or correction shall constitute
an amendment of the Schedule or Schedules to which it relates for all purposes of this Agreement.


 


		9.	TJC Closing Conditions



 


Except as provided herein, TJC’s obligation
to close the transaction is subject to the satisfaction of each of the following conditions (the “TJC Closing Conditions”)
at or prior to Closing:


 


(a)       Seller’s
and the Shareholder’s representations, warranties and covenants in Section 6, as qualified or limited by any exceptions
in the Schedules to Section 6, are true, correct and fulfilled on the Closing Date as if made at and as of Closing (other
than representations and warranties that address matters as of a certain date, which were true and correct as of that date);


 


(b)       Seller
and the Shareholder have executed and delivered all of the documents and instruments that they are required to execute and deliver
or enter into prior to or at Closing, and have performed, complied with or satisfied in all material respects all of the other
obligations, agreements and conditions under this Agreement that they are required to perform, comply with or satisfy at or prior
to Closing, and Seller and the Shareholder shall have delivered to TJC properly executed and notarized releases (in form and substance
acceptable to TJC, in its sole and absolute discretion) from any and all third parties from whom waivers, releases and/or approvals
are necessary (in TJC’s sole and absolute discretion) to effectuate the transfer of the Assets to TJC free and clear of any
and all third party interests, claims, liens or security interests;


 






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(c)       no
material adverse change in the Seller’s assets, financial condition, operations, operating results or prospects relating
to the Subject Franchise has occurred since the date of this Agreement;


 


(d)       no
suit has been initiated or threatened by a third party that challenges or seeks damages or other relief in connection with the
transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the transaction;


 


		(e)	Seller has obtained and delivered to TJC all consents listed on Schedule 6(h);



 


(f)       Seller
has terminated all of the Employees as of the Closing Date and paid all wages, bonuses, commissions, vacation and sick pay, benefits
and any applicable severance to such Employees as of the Closing Date; and TJC has reached satisfactory rehiring terms with those
of the Employees it wants to retain going forward, with such determination to be made in TJC’s sole and absolute discretion;


 


(g)       Seller
has obtained consents to the assignment of, and estoppel letters under, the Lease attached hereto as Exhibit A, relating
to the premises of the Subject Franchise, in a form reasonably acceptable to TJC.


 


(h)       TJC
has received the approval of its Board of Directors to close the transaction contemplated by this Agreement;


 


(i)            
TJC has completed its due diligence activities under Section 8 above to its satisfaction, with such determination
to be made in TJC’s sole and absolute discretion;


 


(j)       The
Seller and the Shareholder have executed and delivered, in a form reasonably acceptable to TJC, releases of all Claims against
TJC, its officers, directors, employees, attorneys, agents, successors and assigns, arising prior to the Closing, in form and substance
acceptable to TJC in its sole discretion; and


 


(k)       Seller
has delivered payoff letters and releases of security interests or liens from any secured lenders or lessors.


 


TJC may waive any condition specified in this
Section 9 by a written waiver delivered to Seller or Shareholder at any time prior to or at Closing.


 


		10.	Seller’s Closing Conditions



 


Seller’s obligation to close the transaction
is subject to the satisfaction of each of the following conditions (the “Seller Closing Conditions”) at or prior to
Closing:


 


(a)       TJC’s
representations and warranties in Section 7 were true and correct as of the date of this Agreement and are true and correct
on the Closing Date as if made at and as of Closing;


 


(b)       TJC
has executed and delivered all of the documents and instruments that it is required to execute and deliver or enter into prior
to or at Closing, and has performed, complied with or satisfied in all material respects all of the other obligations, agreements
and conditions under this Agreement that it is required to perform, comply with or satisfy prior to or at Closing; and


 






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(c)       no
suit has been initiated or threatened by a third party since the date of this Agreement that challenges or seeks damages or other
relief in connection with the transaction or that could seeks to prevent the transaction.


 


Seller may waive any condition specified in
this Section 10 by a written waiver delivered to TJC at any time prior to or at Closing.


 


		11.	Non-Competition; Non-Solicitation; Confidentiality



 


(a)           
Definitions. Wherever used in this Section 11, the term “TJC” shall refer to TJC and any
affiliate, subsidiary, or any successor or assign of TJC. Wherever used in this Section, the phrase “directly or indirectly”
includes, but is not limited to, acting, either personally or as principal, owner, shareholder, member, employee, independent contractor,
agent, manager, partner, joint venturer, consultant, or in any other capacity or by means of any corporate or other device, or
acting through the spouse, children, parents, brothers, sisters, or any other relatives, friends, invitees, agents, or associates
of any of the undersigned parties. Wherever used in this Section, the term “employees” shall refer to employees of
TJC; any affiliate, subsidiary, or any successor or assign of TJC; and any franchisee of TJC existing as of the date of this Agreement
and, to the extent allowable by law, any other person that has been an employee (as defined above) in the twelve (12) months preceding
the date of this Agreement. Whenever used in this Section, the term “Confidential Information” shall be defined as
provided in Section 9 of Seller’s, and Shareholder’s franchise agreement with TJC, which provisions are hereby
incorporated by reference and shall expressly further include any audio or video recordings possessed by Seller and/or Shareholder
of conversations between TJC’s employees and both Seller and/or Shareholder. “Confidential Information” shall
also include the terms of this Agreement, and any related communications or negotiations thereto; unless the disclosure of such
information shall be required of the Parties for the purposes of tax or legal disclosures.


 


(b)           
Consideration. The undersigned parties acknowledge that consideration for this Agreement has been provided and is
adequate.


 


(c)           
Need for this Agreement. The undersigned parties recognize that in the highly competitive business in which TJC and
its affiliates and franchisees are engaged, preservation of Confidential Information is crucial and personal contact is important
in securing new franchisees and employees, and retaining the goodwill of present franchisees, employees, customers, and suppliers.
Personal contact is a valuable asset and is an integral part of protecting the business of TJC. Seller and the Shareholder recognize
that each of them has had substantial contact with TJC’s employees, customers, consultants, vendors and suppliers and Confidential
Information. For that reason, Seller and the Shareholder may be in a position to take for his, her or its benefit the goodwill
TJC has with its employees and customers (patients) and Confidential Information now or in the future. If Seller or the Shareholder
at any time after Closing takes advantage of such Confidential Information or goodwill for their own benefit, then the competitive
advantage that TJC has created through its efforts and investment will be irreparably harmed.


 


(d)           
Non-Competition with TJC. Seller and the Shareholder agree that, for thirty six (36) months following the date of
Closing, neither Seller nor the Shareholder, will have any direct or indirect interest (e.g., through a spouse, common law or otherwise)
as a disclosed or beneficial owner, investor, partner, director, officer, employee, consultant, representative or agent, or in
any other capacity, in any Chiropractic Business located or operating within one hundred (100) miles of the location of the Subject
Franchise. The term “Chiropractic Business” means any business which derives more than Ten Thousand Dollars ($10,000.00)
of revenue per year from the performance of chiropractic or related services, or any business which grants franchises or licenses
to others to operate such a business, with the sole exception of (i) a regional developer license granted by TJC or (ii) a franchise
operated under a franchise agreement with TJC.


 






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(e)           
Non-Solicitation of TJC’s Employees. Seller and Shareholder agree that for twelve (12) months after the date
of this Agreement, it, he or she will not directly or indirectly: (a) induce, canvas, solicit, or request or advise any employees,
suppliers, vendors or consultants of TJC, or any TJC franchisee or affiliated professional corporation to accept employment with
any person, firm, or business that competes with any business of TJC or any TJC franchisee or affiliated professional corporation;
or (b) induce, request, or advise any employee of TJC or TJC franchisee or affiliated professional corporation to terminate such
employee’s relationship with TJC or any TJC franchisee or affiliated professional corporation; or (c) disclose to any other
person, firm, partnership, corporation or other entity, the names, addresses or telephone numbers of any of the employees of TJC
or any TJC franchisee or affiliated professional corporation, except as required by law.


 


(f)            
Non-solicitation of TJC’s Customers (Patients). Seller and Shareholder each agrees that for thirty six (36)
months after the date of this Agreement, it, he or she will not directly or indirectly: (a) induce, canvas, solicit, or request
or advise any customers of TJC or any TJC franchisee or affiliated professional corporation to become customers of any person,
firm, or business that competes with any business of TJC or any TJC franchisee or affiliated professional corporation; or (b) induce,
request or advise any customer of TJC or any TJC franchisee or affiliated professional corporation to terminate or decrease such
customer’s relationship with TJC or any TJC franchisee or affiliated professional corporation; or (c) disclose to any other
person, firm, partnership, corporation or other entity, the names, addresses or telephone numbers of any of the customers of TJC
or any TJC franchisee or affiliated professional corporation, except as required by law.


 


(g)           
Confidential Information. Seller and Shareholder agree at all times following the date of this Agreement, to hold
the Confidential Information in the strictest confidence and not to use such Confidential Information for Seller’s or Shareholder’s
personal benefit, or the benefit of any other person or entity other than TJC, or disclose it directly or indirectly to any person
or entity without TJC’s express authorization or written consent. Seller and the Shareholder fully understand the need to
protect the Confidential Information and all other confidential materials and agree to use all reasonable care to prevent unauthorized
persons from obtaining access to Confidential Information at any time.


 


(h)           
Tolling. To ensure that TJC will receive the full benefit of this Section 11, the provisions of Subsections
(d), (e) and (f) of this Section 11 will shall be extended by a length of time equal to (i) the period during which Seller
or Shareholder is in violation of Seller or the Shareholder’s agreements under such Subsections, and (ii) without duplication,
any period during which litigation that TJC institutes to enforce the Seller or Shareholder’s agreements under such Subsections
is pending (to the extent that Seller or Shareholder is in violation of Seller’s or Shareholder’s agreements under
such Subsections during this period).


 


(i)            
Non-Disparagement: Each of the Parties expressly covenant and agree not to make any false representations, or to
defame, disparage, discredit or deprecate any of the other Parties or otherwise communicate with any person or entity in a manner
intending to damage any of the other Parties, the business conducted by any of the other Parties, or the reputation of any of the
other Parties. For purposes of clarity, the obligations in this Section apply to all methods of communications, including the making
of statements or representations through direct verbal or written communication as well as the making of statements or representations
on the Internet, through social media sites or through any other verbal, digital or electronic method of communication. The obligations
in this Section also prohibit the Parties from indirectly violating this Section by influencing or encouraging third parties to
engage in activities that would constitute a violation of this Section if conducted directly by one of the Parties.


 






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12.       Termination


 


(a)       This
Agreement may be terminated by TJC, upon notice to Seller and the Shareholder, if prior to or at Closing:


 


(i)       Seller
or Shareholder defaults in the performance of any of their material obligations under this Agreement and the default is not cured
within five business days after TJC gives notice of the default to Seller and the Shareholder; or


 


(ii)       any
TJC Closing Condition is not satisfied as of August 1, 2019, or satisfaction of any TJC Closing Condition is or becomes
impossible (other than as a result of TJC’s breach of or failure to perform its obligations under this Agreement), and TJC
does not waive satisfaction of the condition; or


 


(iii)       Closing
does not occur on or before August 1, 2019 (other than as a result of TJC’s breach of or failure to perform its obligations
under this Agreement).


 


(b)       This
Agreement may be terminated by Seller or the Shareholder, upon notice to TJC, if prior to or at Closing:


 


(i)       TJC
defaults in the performance of any of its material obligations under this Agreement and the default is not cured within five Business
Days after Seller or Shareholder gives notice of the default to TJC;


 


(ii)       any
Seller Closing Condition is not satisfied as of August 1, 2019, or satisfaction of any Seller Closing Condition is or becomes
impossible (other than as a result of Seller’s, or Shareholder’s breach of or failure to perform their obligations
under this Agreement) and Seller does not waive satisfaction of the condition; or


 


(iii)       Closing
has not occurred by August 1, 2019 (other than as a result of Seller’s, or Shareholder’s breach of or failure
to perform their obligations under this Agreement); or


 


(c)       This
Agreement may be terminated by the written agreement of the Parties.


 


(d)       The
right of termination under this Section 12 is in addition to any other rights that a party may have under this Agreement
or otherwise, and a party’s exercise of its right of termination shall not be considered an election of remedies. Notwithstanding
the termination of this Agreement pursuant to this Section 12, the Parties’ confidentiality obligations under Section
11(g) shall survive termination and continue indefinitely.


 


13.       Indemnification
of TJC


 


(a)       Subject
to Sections 15 and 16, Seller and the Shareholder agree, jointly and severally, to indemnify TJC against and hold TJC harmless
from:


 


(i)       any
loss, liability, damage, cost or expense, including reasonable attorneys’ fees and cost of investigation (“Loss”)
that TJC (or its directors, representatives, affiliates, employees, subsidiaries, and other related parties or individuals) may
suffer or incur that is caused by, arises out of or relates to any inaccuracy in or breach of any representation and warranty by
Seller or Shareholder in Section 6 of this Agreement;


 






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(ii)       any
Loss that TJC may suffer or incur that is caused by, arises out of or relates to Seller’s or Shareholder’s breach of
or failure to perform any of their covenants and obligations in this Agreement in any material respect; or


 


(iii)      any Loss that TJC may suffer
or incur that is caused by, arises out of or relates to the assertion against TJC of an Excluded Liability.


 


Claims asserted by TJC under subsections (i),
(ii) and (iii) above are hereinafter referred to as TJC’s “Indemnification Claim(s).”


 


(b)       The
benefit of the indemnification obligations of Seller and the Shareholder under this Section 13 shall extend to the respective
officers, directors, employees and agents of TJC and its affiliates.


 


14.       Indemnification
of Seller and the Shareholder


 


(a)       Subject
to Sections 15 and 16, TJC agrees to indemnify Seller and the Shareholder against and hold each of them harmless from:


 


(i)       any
Loss that Seller or the Shareholder may suffer or incur that is caused by, arises out of or relates to any inaccuracy in or breach
of any representation and warranty by TJC in Section 7 of this Agreement;


 


(ii)       any
Loss that Seller or the Shareholder may suffer or incur that is caused by, arises out of or relates to TJC’s breach of or
failure to perform any of its obligations in this Agreement in any material respect; or


 


(iii)       any
Loss that Seller or the Shareholder may suffer or incur that is caused by, arises out of or relates to TJC’s operation of
the Subject Franchise after Closing.


 


Claims asserted by Seller or the Shareholder under
subsections (i), (ii) and (iii) above are hereinafter referred to as Sellers’ or the Shareholder’s “Indemnification
Claim(s).”


 


(b)       The
benefit of TJC’s indemnification obligation under this Section 14 shall extend to the heirs and legal representatives
of Seller and the Shareholder.


 


15.       Threshold
and Cap


 


(a)       In
respect of TJC’s assertion of an Indemnification Claim under Section 13(a)(i), TJC shall not be entitled to indemnification
until the aggregate amount for which indemnification is sought exceeds $5,000.00. If this threshold is reached, TJC may
assert an Indemnification Claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent
Indemnification Claim under Section 13(a)(i) without regard to any threshold. The maximum aggregate amount for which TJC
may assert Indemnification Claims under Section 13 shall be the Purchase Price. No threshold or cap shall apply, however,
in the case of any Loss caused by, arising out of or relating to any fraud or intentional misrepresentation.


 






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(b)       In
respect of Seller’s and/or a Shareholder’s assertion of an Indemnification Claim under Section 14(a)(i), Seller
and/or the Shareholder shall not be entitled to indemnification until the aggregate amount for which indemnification is sought
collectively exceeds $5,000.00. If this threshold is reached, Seller and the Shareholder may assert an Indemnification Claim
for the full amount of the claim (going back to the first dollar) and may assert any subsequent Indemnification Claim under Section
13(a)(i) without regard to any threshold. The maximum aggregate amount for which Seller and/or the Shareholder may assert Indemnification
Claims under Section 14 shall be the Purchase Price. No threshold shall apply, however, in the case of any Loss caused by,
arising out of or relating to any fraud or intentional misrepresentation.


 


(c)       No
threshold shall apply to TJC’s assertion of an Indemnification Claim under Sections 13(a)(ii) or (iii) or to Seller’s
or Shareholder’s assertion of an Indemnification Claim under Sections 14(a)(ii) or (iii).


 


16.       Survival


 


(a)       An
Indemnification Claim under Sections 13(a)(i) and 14(a)(i) may be asserted at any time prior to the second anniversary
of the Closing Date, with the exception that:


 


(i)       an
Indemnification Claim under Section 13(a)(i) in respect of any inaccuracy in or breach of any of the representations and
warranties in Section 6(c) (“Taxes”) may be asserted at any time prior to the expiration of the applicable
statute of limitation; and


 


(ii)       an
Indemnification Claim under Section 13(a)(i) in respect of any inaccuracy in or breach of any of the representations and
warranties in Sections 6(b) (“Authority”) and 6(d) (“Title to and Condition of Assets”),
may be asserted at any time without limit, but only as to Indemnification Claims related to title to Assets, not the condition
of Assets.


 


(b)        An
Indemnification Claim under Sections 13(a)(ii) and (iii) and Sections 14(a)(ii) and (iii) may be asserted
at any time prior to ninety (90) days after the expiration of the applicable statute of limitation.


 


17.       Notice
of Indemnification Claim


 


(a)       The
indemnified party may assert an Indemnification Claim by giving written notice of the Indemnification Claim to the indemnifying
party. The indemnified party’s notice shall provide reasonable detail of the facts giving rise to the Indemnification Claim
and a statement of the indemnified party’s Loss or an estimate of the Loss that the indemnified party reasonably anticipates
that it will suffer. The indemnified party may amend or supplement its Indemnification Claim at any time, and more than once, by
written notice to the indemnifying party.


 


(b)       If
or to the extent that the Indemnification Claim is not in respect of a Third-Party Suit, Section 18 shall apply. If or to
the extent that the Indemnification Claim is in respect of a Third-Party Suit, Section 19 shall apply.


 


18.       Resolution
of Claims


 


(a)       If
the indemnifying party does not object to an Indemnification Claim during the 30-day period following receipt of the indemnified
party’s notice of its Indemnification Claim, the indemnified party’s Indemnification Claim shall be considered undisputed,
and the indemnified party shall be entitled to recover the actual amount of its indemnifiable loss from the indemnifying party,
subject to the threshold, if any, in Section 15(a) or (b).


 






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(b)       If
the indemnifying party gives notice to the indemnified party within the 30-day objection period that the indemnifying party objects
to the indemnified party’s Indemnification Claim, the indemnifying party and the indemnified party shall attempt in good
faith to resolve their differences during the 30-day period following the indemnified party’s receipt of the indemnifying
party’s notice of its objection. If they fail to resolve their disagreement during this 30-day period, either of them may
unilaterally submit the disputed Indemnification Claim for non-binding arbitration before the American Arbitration Association
in Dover, Delaware in accordance with its rules for commercial arbitration in effect at the time, which shall be a condition precedent
to seeking resolution of the disputed Indemnification Claim before any court of competent jurisdiction. The award of the arbitrator
or panel of arbitrators may include attorneys’ fees to the prevailing party. The prevailing party may enforce the award of
the arbitrator or panel of arbitrators in any court of competent jurisdiction.


 


19.       Third
Party Suits


 


(a)       Indemnified
party shall promptly give notice to indemnifying party of any suit, demand, or claim by a third person against indemnified party,
for which indemnified party is entitled to indemnification under Section 13(a) (a “Third Party Suit”),
which may be given by notice of an Indemnification Claim in respect of the Third-Party Suit. Indemnified party’s failure
or delay in giving this notice shall not relieve indemnifying party from its indemnification obligation under this Section 19(a)
in respect of the Third-Party Suit, except to the extent that indemnifying party suffers or incur a loss or is prejudiced by reason
of indemnified party’s failure or delay.


 


(b)       Indemnified
party shall control the defense of any Third-Party Suit. Indemnifying party shall be entitled to copies of all pleadings and, at
its expense, may participate in, but not control, the defense and employ its own counsel. Indemnifying party shall in any event
reasonably cooperate in the defense of the Third-Party Suit.


 


(c)       Indemnified
party’s settlement of a Third-Party Suit shall also be binding on indemnifying party, in the same manner as if a final judgment
in the amount of the settlement had been entered by a court of competent jurisdiction, if, as part of the settlement, indemnifying
party receives a binding release providing that any liability of indemnifying party in respect of the Third-Party Suit is being
satisfied as part of the settlement. Indemnified party shall give indemnifying party at least thirty (30) days’ prior notice
of any proposed settlement, and during this thirty (30)-day period indemnifying party may reject the proposed settlement and instead
assume the defense of the Third-Party Suit if:


 


(i)       the
Third-Party Suit seeks only money damages and does not seek injunctive or other equitable relief against indemnified party;


 


(ii)       Indemnifying
party unconditionally acknowledges in writing to indemnified party that indemnifying party is obligated to indemnify indemnified
party in full in respect of the Third-Party Suit (except for any matters that are not subject to indemnification under this Agreement);


 


(iii)       the
counsel chosen by indemnifying party to defend the Third-Party Suit is reasonably satisfactory to indemnified party;


 


(iv)       Indemnifying
party furnishes indemnified party with security reasonably satisfactory to indemnified party to assure that indemnifying party
have the financial resources to defend the Third-Party Suit and to satisfy their indemnification obligation in respect of the Third-Party
Suit;


 






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(v)       Indemnifying
party actively and diligently defends the Third-Party Suit; and


 


(vi)       Indemnifying
party consults with indemnified party regarding the Third-Party Suit at indemnified party’s reasonable request.


 


If indemnifying party assumes the defense of
the Third-Party Suit, indemnified party shall be entitled to copies of all pleadings and, at its expense, may participate in, but
not control, the defense and employ its own counsel.


 


(d)       Indemnifying
party may settle a Third-Party Suit in which, indemnifying party controls the defense only if the following conditions are satisfied:


 


(i)       the
terms of settlement do not require any admission by indemnifying party or indemnified party, in respect of any matters subject
to indemnification under Sections 13 or 14 of this Agreement, that in indemnified party’s reasonable judgment would
have an adverse effect on indemnified party; and


 


(ii)       as
part of the settlement, indemnified party receives a binding release providing that any liability of indemnified party in respect
of the Third-Party Suit is being satisfied as part of the settlement.


 


(e)       Indemnified
party’s failure to defend a Third Party Suit shall not relieve indemnifying party of its indemnification obligation under
Section 13 or Section 14 of this Agreement if indemnified party gives indemnifying party at least thirty (30) days’
prior notice of indemnified party’s intention not to defend the Third Party Suit and affords indemnifying party the opportunity
to assume the defense without having to satisfy the conditions in Section 19(c) for assuming the defense.


 


20.       Expenses


 


Each party shall pay its own expenses in connection
with the negotiation and preparation of this Agreement and the closing of this transaction, including the process of determining
and paying the amount of the Adjustments under Section 4(d) above. In the event of termination of this Agreement prior to
Closing pursuant to Section 12, each Party’s obligation to pay its own expenses shall be subject to any right of recovery
as a result of a default under this Agreement by the other party.


 


21.       Schedules


 


Nothing in any Schedule to Section 6
shall be considered adequate to constitute an exception to the related representation and warranty in Section 6 unless the
Schedule describes the relevant facts in reasonable detail. Any exception in a Schedule to Section 6 shall be considered
an exception to any other representation and warranty in Section 6 to which the exception relates if it is reasonably apparent
on its face that the exception in question relates to such other representation and warranty.


 


22.       Parties’
Review


 


Any knowledge acquired by a party (or that should
have been or could have been acquired) as a result of any due diligence or other review or investigation in connection with the
negotiation and execution of this Agreement and the closing of the transaction shall not limit that party’s right to rely
on the other party’s representations and warranties in this Agreement or circumscribe that party’s entitlement to indemnification
under this Agreement.


 






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23.       Publicity


 


Any public announcement or similar publicity
regarding this Agreement or the transaction shall be issued only as, when and in the manner and form that TJC determines.


 


24.       Notices


 


(a)       All
notices under this Agreement shall be in writing and sent by certified or registered mail, overnight messenger service, or personal
delivery, as follows:


 


 


	 	(i) 	if
to Seller, to or in care of:
	 	 	 
	 	 	 	RJJ, LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	(iii) 	If
to the Shareholder:
	 	 	 	 	 
	 	 	 	Robin and Judy Willey	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	(iii) 	if to TJC, to:
	 	 	 	The Joint Corp.	 
	 	 	 	16767 N. Perimeter Dr. Suite 240	 
	 	 	 	Scottsdale, AZ 85260	 
	 	 	 	Attention: Jorge Armenteros	 
	 	 	 	 	 
	 	with a required copy to:	 
	 	 	 	 	 
	 	 	 	Aaron Gagnon, Esq.	 
	 	 	 	Warshawsky Seltzer, PLLC	 
	 	 	 	9943 East Bell Road	 
	 	 	 	Scottsdale, AZ 85260	 












 

















(b)       A
notice sent by certified or registered mail shall be considered to have been given five business days after being deposited in
the mail. A notice sent by overnight courier service or personal delivery shall be considered to have been given when actually
received by the intended recipient. A party may change its address for purposes of this Agreement by notice in accordance with
this Section 24.


 


25.       Further
Assurances and Cooperation


 


(a)       The
parties agree to (i) furnish to one another other such further information, (ii) execute and deliver to one another such further
documents and (iii) do such other acts and things that any party reasonably requests for the purpose of carrying out the intent
of this Agreement and the documents and instruments referred to in this Agreement. The Parties acknowledge that TJC may be required
to conduct audits of the financial statements of the businesses operated using the Assets, and the Seller and the Shareholder agree
to cooperate with TJC and to provide it with any information reasonably available to the Seller and the Shareholder to assist TJC
and its representatives in conducting such audits. For forty-five (45) days following the Closing, Seller and Shareholder shall
provide to TJC such assistances as TJC reasonably requests to help ensure a smooth and orderly transition of ownership of the Subject
Franchise.


 






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(b)       The
Parties acknowledge that TJC may be required by applicable laws and regulations to include financial statements and information
relating to the Subject Franchise in TJC’s financial statements, and TJC may be required to perform audits of the Subject
Franchise’s financial statements. Accordingly, the Seller and the Shareholder agree to cooperate with TJC and to provide
it with any information reasonably available to the Seller and the Shareholder to assist TJC and its representatives in obtaining
such financial statements, conforming such financial statements to applicable accounting standards and conducting such audits (Seller’s
and the Shareholder’s “Section 25(b) Duties”). Such information includes, but is not limited to, the financial
books, records and work papers of Seller.


 


26.       Waiver


 


The failure or any delay by any party in exercising
any right under this Agreement or any document referred to in this Agreement shall not operate as a waiver of that right, and no
single or partial exercise of any right shall preclude any other or further exercise of that right or the exercise of any other
right. All waivers shall be in writing and signed by the party to be charged with the waiver, and no waiver that may be given by
a party shall be applicable except in the specific instance for which it is given.


 


27.       Entire
Agreement


 


This Agreement supersedes all prior agreements
between the parties with respect to its subject matter and constitutes (together with (i) the Exhibits, (ii) the Schedules and
(iii) the Parties’ Closing Documents) a complete and exclusive statement of the terms of the agreement between the parties
with respect to its subject matter. This Agreement may not be amended except by a written agreement signed by the party to be charged
with the amendment.


 


28.       Assignment


 


No party may assign any of its rights under
this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, TJC may assign its rights,
interests and duties under this Agreement and all ancillary documents to a third party TJC franchisee (who desires to step in to
the shoes of TJC and complete the transaction contemplated by this Agreement) without the necessity of obtaining any consent of
Seller or Shareholder.


 


29.       No
Third-Party Beneficiaries


 


Nothing in this Agreement shall be considered
to give any person other than the parties any legal or equitable right, claim or remedy under or in respect of this Agreement or
any provision of this Agreement. This Agreement and all of its provisions are for the sole and exclusive benefit of the parties
and their respective successors, permitted assigns, heirs and legal representatives.


 


30.       Construction


 


(a)       All
references in this Agreement to “Section” or “Sections” refer to the corresponding section or sections
of this Agreement.


 






    	- 18 -



     


    

 


(b)       All
words used in this Agreement shall be construed to be of the appropriate gender or number as the context requires.


 


(c)       Unless
otherwise expressly provided, the word “including” does not limit the preceding words or terms.


 


(d)       The
captions of articles and sections of this Agreement are for convenience only and shall not affect the construction or interpretation
of this Agreement.


 


31.       Severability


 


The invalidity or unenforceability of any term
or provision, or part of any term or provision, of this Agreement shall not affect the validity and enforceability of the other
terms and provisions of this Agreement, and this Agreement shall be construed in all respects as if the invalid or unenforceable
term or provision, or part, had been omitted. In the event that any provision of this Agreement is determined by a court of competent
jurisdiction to be unenforceable because it is too broad, such provision shall be interpreted to be only as broad as is enforceable.


 


32.       Counterparts


 


This Agreement may be signed in any number of
counterparts (including by facsimile or portable document format (pdf)), all of which together shall constitute one and the same
instrument.


 


33.       Governing
Law


 


This Agreement shall be governed by the internal
Laws of the State of Delaware, without giving effect to any choice of law provision or rule (whether of the State of Delaware or
any other state) that would cause the laws of any state other than the State of Delaware to govern this Agreement.


 


34.       Binding
Effect


 


This Agreement shall apply to, be binding in
all respects upon and inure to the benefit of parties and their respective heirs, legal representatives, successors and permitted
assigns.


 


IN WITNESS WHEREOF, the Parties hereto affix their
signatures and execute this Agreement as of the Effective Date.


 





	“Seller”	 	“TJC”
	 	 	 
	RJJ, LLC, a South Carolina limited	 	The Joint Corp., a Delaware corporation
	liability company	 	 
	 	 	 
	By:  	/s/ Robin Willey	 	By: 	/s/ Peter Holt
	Its:	President	 	Peter Holt, Chief Executive Officer
	 	 	 
	 	 	 
	“Shareholder”	 	 
	 	 	 
	ROBIN WILLEY	 	JUDY WILLEY
	 	 	 
	/s/ Robin Willey	 	/s/
Judy Willey
	Robin Willey, individually	 	Judy Willey, individually









 





 





 


Signature Page to Asset Purchase Agreement


 







 


 


 


 


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