FRANCHISE DISCLOSURE DOCUMENT





 


		 

         

        The Joint Corp.

        9383 East Bahia Drive, Suite 100

        Scottsdale, Arizona 85260

        Telephone (480) 245-5960

        www.thejoint.com

         

         



 


 


We offer two types
of franchises: 1) a single location franchise (referred hereto hereafter individually as a “Location” or collectively
as “Locations”); and 2) a regional developer franchise (referred to hereafter individually as a “Regional Developer”
or collectively as “Regional Developers”). Each Location will conduct business under the name of “The Joint...The
Chiropractic PlaceTM”, and will provide chiropractic services to the general public. Regional Developers will recruit
prospective Location franchises in a designated development area, and provide certain sales and support services to Location franchises
located within a defined development area (“Development Area”). We are offering the right to operate a Regional Developer
franchise under this Disclosure Document. Location franchises are offered under our separate disclosure document (“FDD for
Locations”).


 


The estimated total
initial investment necessary to begin operations of your Regional Developer franchise will range from $160,000 to $326,450. This
amount includes a Development Fee ranging from $150,000 to $300,000 that must be paid to the franchisor or an affiliate.


 


This disclosure document
(“Disclosure Document”) summarizes certain provisions of your franchise agreement and other information in plain English.
Read this Disclosure Document and all accompanying agreements carefully. You must receive this Disclosure Document at least fourteen
(14) calendar days before you sign a binding agreement with, or make any payment to, us or an affiliate in connection with the
proposed franchise sale. Note, however, that no government agency has verified the information contained in this document.


 


You may wish to receive
your Disclosure Document in another format that is more convenient for you. To discuss the availability of disclosures in different
formats, contact Chad Everts, The Joint Corp., 9383 E. Bahia Drive, Suite 100, Scottsdale, AZ 85260, (480) 245-5960.


 


The terms of your
contract will govern your franchise relationship. Don’t rely on the Disclosure Document alone to understand your contract.
Read your entire contract carefully. Show your contract and this Disclosure Document to an advisor, like a lawyer or accountant.


 


Buying a franchise
is a complex investment. The information in this Disclosure Document can help you make up your mind. More information on franchising,
such as “A Consumer’s Guide to Buying a Franchise,” which can help you understand how to use this disclosure
document is available from the Federal Trade Commission. You can contact the FTC at 1-877-FTC-HELP or by writing to the FTC at
600 Pennsylvania Avenue NW, Washington, DC 20580. You can also visit the FTC’s home page at www.ftc.gov for additional information
on franchising. Call your state agency or visit your public library for other sources of information on franchising. There may
be laws on franchising in your state. Ask your state agencies about them.


 


Issuance Date: May 1, 2013


 


The Joint RD FDD - 2013




    	 



    	 



    

 


STATE COVER PAGE


 


Your state may have
a franchise law that requires a franchisor to register or file with a state franchise administrator before offering or selling
in your state. REGISTRATION OF A FRANCHISE BY A STATE DOES NOT MEAN THAT THE STATE RECOMMENDS THE FRANCHISE OR HAS VERIFIED THE
INFORMATION IN THIS DISCLOSURE DOCUMENT.


 


Call the state franchise
administrator listed in Exhibit A for information about the franchisor, or about franchising in your state.


 


MANY FRANCHISE AGREEMENTS
DO NOT ALLOW YOU TO RENEW UNCONDITIONALLY AFTER THE INITIAL TERM EXPIRES. YOU MAY HAVE TO SIGN A NEW AGREEMENT WITH DIFFERENT
TERMS AND CONDITIONS IN ORDER TO CONTINUE TO OPERATE YOUR BUSINESS. BEFORE YOU BUY, CONSIDER WHAT RIGHTS YOU HAVE TO RENEW YOUR
FRANCHISE, IF ANY, AND WHAT TERMS YOU MIGHT HAVE TO ACCEPT IN ORDER TO RENEW.


 


Please consider the
following RISK FACTORS before you buy this franchise:


 


1.          THE
FRANCHISE AGREEMENT REQUIRES YOU TO RESOLVE DISPUTES WITH US BY ARBITRATION ONLY IN ARIZONA. OUT-OF-STATE ARBITRATION MAY FORCE
YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST YOU MORE TO ARBITRATE WITH US IN ARIZONA THAN IN YOUR
OWN STATE.


 


2.          THE
FRANCHISE AGREEMENT STATES THAT ARIZONA LAW GOVERNS THE AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTION AND BENEFITS
AS LOCAL LAW. YOU MANY WANT TO COMPARE THESE LAWS.


 


3.          THERE
MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.


 


We use the services
of one or more franchise brokers or referral sources to assist us in selling our franchise. A franchise broker or referral source
is our agent and represents us, not you. We pay this person a fee for selling our franchise or referring you to us. You
should be sure to do your own investigation of the franchise.


 


The Joint RD FDD - 2013




    	2



    	 



    

 


Effective Date: May 1, 2012, except
for the States listed below.


 


The effective dates of registration of
this Disclosure Document in these states are:


 





	State	 	Effective Date
	 	 	 
	California	 	Not Registered
	 	 	 
	Hawaii	 	Not Registered
	 	 	 
	Illinois	 	Not Registered 
	 	 	 
	Indiana	 	Not Registered
	 	 	 
	Maryland	 	Not Registered
	 	 	 
	Michigan	 	April 18, 2013
	 	 	 
	Minnesota	 	Not Registered
	 	 	 
	New York	 	Not Registered 
	 	 	 
	North Dakota	 	Not Registered
	 	 	 
	Rhode Island	 	Not Registered
	 	 	 
	South Dakota	 	Not Registered
	 	 	 
	Virginia	 	Not Registered
	 	 	 
	Washington	 	Not Registered
	 	 	 
	Wisconsin	 	Not Registered







  


The Joint RD FDD - 2013




    	3



    	 



    

 


MICHIGAN SPECIFIC-NOTICE


 


The state of Michigan
prohibits certain unfair provisions that are sometimes in franchise documents. If any of the following provisions are in these
franchise documents, the provisions are void and cannot be enforced against you. 


 


(a)          A
prohibition of the right of a franchisee to join an association of franchisees.


 


(b)          A
requirement that a franchisee assent to a release, assignment, novation, waiver, or estoppel which deprives a franchisee of rights
and protections provided in this act. This shall not preclude a franchisee, after entering into a franchise agreement, from settling
any and all claims.


 


(c)          A
provision that permits a franchisor to terminate a franchise prior to the expiration of its term except for good cause. Good cause
shall include the failure of the franchisee to comply with any lawful provision of the franchise agreement and to cure such failure
after being given written notice thereof and a reasonable opportunity, which in no event need be more than 30 days, to cure each
failure.


 


(d)          A
provision that permits a franchisor to refuse to renew a franchise without fairly compensating the franchisee by repurchase or
other means for the fair market value at the time of expiration of the franchisee’s inventory, supplies, equipment, fixtures,
and furnishings. Personalized materials which have no value to the franchisor and inventory, supplies, equipment, fixtures, and
furnishings not reasonably required in the conduct of the franchised business are not subject to compensation. This subsection
applies only if (i) the term of the franchise is less than 5 years and (ii) the franchisee is prohibited by the franchise or other
agreement from continuing to conduct substantially the same business under another trademark, service mark, trade name, logotype,
advertising, or other commercial symbol in the same area subsequent to the expiration of the franchise or the franchisee does
not receive at least 6 months’ notice of franchisor’s intent not to renew the franchise.


 


(e)          A
provision that permits the franchisor to refuse to renew a franchise on terms generally available to other franchisees of the
same class or type under similar circumstances. This section does not require a renewal provision.


 


(f)          A
provision requiring that arbitration or litigation be conducted outside this state. This shall not preclude the franchisee from
entering into an agreement, at the time of arbitration, to conduct arbitration at a location outside this state.


 


(g)          A
provision which permits a franchisor to refuse to permit a transfer of ownership of a franchise, except for good cause. This subdivision
does not prevent a franchisor from exercising a right of first refusal to purchase the franchise. Good cause shall include, but
is not limited to:


 


(i)          The
failure of the proposed transferee to meet the franchisor’s then current reasonable qualification or standards.


 


(ii)         The
fact that the proposed transferee is a competitor of the franchisor or sub-franchisor.


 


(iii)        The
unwillingness of the proposed transferee to agree in writing to comply with all lawful obligations.


 


(iv)        The
failure of the franchisee or proposed transferee to pay any sums owing to the franchisor or to cure any default in the franchise
agreement existing at the time of the proposed transfer.


 


The Joint RD FDD - 2013




    	4



    	 



    

 


(v)         A
provision that requires the franchisee to resell to the franchisor items that are not uniquely identified with the franchisor.
This subdivision does not prohibit a provision that grants to a franchisor a right of first refusal to purchase the assets of
a franchise on the same terms and conditions as a bona fide third party willing and able to purchase those assets, nor does this
subdivision prohibit a provision that grants the franchisor the right to acquire the assets of a franchise for the market or appraised
value of such assets if the franchisee has breached the lawful provisions of the franchise agreement and has failed to cure the
breach in the manner provided in subdivision


 


(h)          A
provision which permits the franchisor to directly or indirectly convey, assign, or otherwise transfer its obligations to fulfill
contractual obligations to the franchisee unless provision has been made for providing the required contractual services.


 


The fact that there
is a notice of this offering on file with the attorney general does not constitute approval, recommendation, or endorsement by
the attorney general.


 


Any questions regarding this notice should
be directed to the Attorney General’s Department for the State of Michigan, Consumer Protection Division, Franchise Section,
670 Law Building, 525 W. Ottawa Street, Lansing, Michigan 48913, (517) 373-7117.


 


The Joint RD FDD - 2013




    	5



    	 



    

 


TABLE OF CONTENTS 


 


	ITEM	 	PAGE
	 	 	 
	1.	THE FRANCHISOR AND ANY PARENTS, PREDECESSORS
    AND AFFILIATES	1
	2.	BUSINESS EXPERIENCE	3
	3.	LITIGATION	5
	4.	BANKRUPTCY	6
	5.	INITIAL FEES	7
	6.	OTHER FEES	8
	7.	ESTIMATED INITIAL INVESTMENT	11
	8.	RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES	14
	9.	FRANCHISEE'S OBLIGATIONS	16
	10.	FINANCING	18
	11.	FRANCHISOR’S ASSISTANCE, ADVERTISING,
    COMPUTER SYSTEMS,  AND TRAINING	19
	12.	TERRITORY	25
	13.	TRADEMARKS	26
	14.	PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION	27
	15.	OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION
    OF THE FRANCHISED BUSINESS	28
	16.	RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL	29
	17.	RENEWAL, TERMINATION, TRANSFER AND DISPUTE
    RESOLUTION	30
	18.	PUBLIC FIGURES	34
	19.	FINANCIAL PERFORMANCE REPRESENTATIONS	35
	20.	OUTLETS AND FRANCHISEE INFORMATION	36
	21.	FINANCIAL STATEMENTS	40
	22.	CONTRACTS	41
	23.	RECEIPTS	42


 


EXHIBITS


 


		A.	State Administrators/Agents
                                         for Service of Process



		B.	Regional Developer
                                         Agreement



		C.	Table of Contents
                                         of Manuals



		D.	Financial Statements



		E.	Confidentiality/Non-Disclosure
                                         Agreement



		F.	List of Franchisees



		G.	General Release
                                         Agreement



		H.	Transfer Agreement



		I.	State-Specific
                                         Disclosures



		J.	Receipts



 


The Joint RD FDD - 2013




    	i



    	 



    

 


ITEM 1


 


THE FRANCHISOR AND ANY PARENTS, PREDECESSORS
AND AFFILIATES


 


The Joint Corp., a
Delaware corporation, is offering prospective franchise owners the opportunity to operate a Regional Developer franchise in accordance
with the terms described in this Disclosure Document. To simplify the language in this Disclosure Document, the terms, “We,”
“Us,” “the Company,” or “The Joint” mean The Joint Corp., the franchisor (but not the Company’s
officers, directors, agents or employees). “You” or “Franchise Owner” mean the person who buys a franchise
from us. The term “Regional Developer” or “Regional Developers” mean one or several The Joint Regional
Developer franchises. The term “Location” or “Locations” mean one or several The Joint single location
franchises. If you are a corporation, partnership or other entity, our Regional Developer Agreement will also apply to your owners,
officers and directors. Unless otherwise indicated, the term “Franchised Business” means a The Joint franchise.


 


The Franchisor, and any Parents,
Predecessor and Affiliates 


 


We are a Delaware
corporation, created on March 10, 2010. Our predecessor for the purpose of this Disclosure Document was The Joint Franchise Co.,
LLC, an Arizona limited liability company organized on February 21, 2003. However, The Joint Corp. did not take over, or merge
with, The Joint Franchise Co., LLC but merely bought the assets from The Joint Franchise Co., LLC, including the existing franchise
agreements between The Joint Franchise Co., LLC and its franchisees. We have one affiliate, The Joint Corporate Unit No. 1, LLC,
which is a unit franchise that is wholly-owned and operated by us. We do not have any other parents or affiliates.


 


Our principal business
and mailing address is 9383 East Bahia Drive, Suite 100, Scottsdale, Arizona 85260. Our telephone number is (480) 245-5960 and
our facsimile number is (480) 513-7989. We do not maintain a sales office at any location other than our principal places of business.
We operate under our corporate name, The Joint Corp. We do not do business or intend to do business under any other names. Our
agent for service of process is disclosed in Exhibit A to this Disclosure Document.


 


The principal business
and mailing address of our predecessor, The Joint Franchise Co., LLC, was 4300 Paces Ferry Road, #125, Atlanta, Georgia, 30339. 


 


Our Business


 


We grant franchises
for the right to operate under the name “The Joint... The Chiropractic PlaceTM” and other Marks designated
by the Company from time to time. We refer to our proprietary and confidential system for the operation of The Joint Locations
and Regional Developer franchises, together with the Marks, as “the System.” You must offer all products and services
that we may specify and may not offer any products or services we have not authorized. The Company is not engaged in any other
business.


 


We currently offer
and sell two types of franchises: 1) single location franchises for The Joint (“Location(s)”); and 2) regional developer
franchises (“Regional Developer(s)”). Our predecessor began offering Location franchises in March 2003. We began offering
Regional Developer franchises in February 2011. This Disclosure Document is for the Regional Developer franchise concept only,
and does not contain information about the costs of opening or operating a Location franchise. Location franchises are offered
under a separate Disclosure Document (“FDD for Locations”). Currently, we do not operate any company or affiliate
-owned Location or Regional Developer franchises.


 


Location franchises
specialize in providing chiropractic services and products to the general public. Regional Developer franchises recruit prospective
Location franchises in a designated development area, and provide certain sales and support services to Location franchises located
within a defined development area (“Development Area”).


 


The Joint RD FDD - 2013




    	1



    	 



    

 


You must operate your
Franchised Business at a site we approve and in accordance with the standards and procedures designated by the Company, and according
to the Company’s Operation Manual for Regional Developers, or other notices we send you from time to time (“the Manual
for RDs”). (See Item 11).


 


Except where legally
permissible, we will grant Location franchises only to licensed chiropractors, or to entities owned solely by licensed chiropractors.
At least one licensed chiropractor must be present in the Location at all times, during the hours of business of the Location.
A similar restriction does not apply to owners of Regional Developer franchises.


 


Market and Competition


 


The market for Locations
franchises includes individuals who need chiropractic care. The competition for Location franchises includes other businesses
offering similar products and services to individuals. These competitors may include other chiropractic clinics, physical therapy
specialists, hospitals and other medical facilities and franchises.


 


Regional Developer
franchises compete with other franchisors, regional developers, sales brokers and others offering franchises or other business
opportunities. Prior business management experience is generally very important for new Regional Developers, and prior business
ownership experience is highly desirable.


 


Laws and Regulations


 


Many states and local
jurisdictions have enacted laws, rules, regulations and ordinances that may apply to the operation of Location franchises. For
example, state licensing and certification requirements may apply to persons who perform services for or at a Location. Additionally,
all records of the Franchised Business’ patients are required to meet HIPAA compliance standards. In all cases, you must
also comply with laws that apply generally to all businesses. You should investigate these laws, and consult with a legal advisor
about whether these and/or other requirements apply to your franchise. There may be other laws and regulations in your state or
county that may apply to your operation of the Franchised Business.


 


In addition to laws
and regulations that apply to businesses generally, the Franchised Business may be subject to federal, state and local occupational
safety and health regulations, state medical board regulations, Equal Employment Opportunity and Americans with Disabilities Act
rules and regulations. Some jurisdictions may choose to regulate vigorously these and other laws that may adversely affect your
ability to obtain the proper permits needed in order to open a Location franchise. Prior to signing a Regional Developer Agreement,
we strongly recommend that you make sure that you will be able to obtain all necessary permits and licenses in order to operate
the Franchised Business at your site.


 


The Joint RD FDD - 2013




    	2



    	 



    

 


ITEM 2


 


BUSINESS EXPERIENCE


 


John Leonesio – Director and
Chief Executive Officer


 


Mr. Leonesio has served
as CEO for The Joint since March 2010. Mr. Leonesio has also been the CEO of United Club Services (“UCS”) located
in Scottsdale, AZ since September 1999. He also has been the CEO for Firestorm 24/7 in Scottsdale, AZ since November 2008. Mr.
Leonesio is the founder of Massage Envy where he served as the CEO from 2002 through 2008.


 


Ron Record - Chief
Financial Officer and Chief Operating Officer


 


Mr. Record has served
as Chief Operating Officer for The Joint since November 2012. Mr. Record served as our Chief Financial Officer from April 2010
until December 2012. Mr. Record is also the General Manager for United Club Services (“UCS”) located in Scottsdale,
AZ. He became the GM for UCS in April 2009. Prior to working for UCS, Mr. Record was the Director for The Lofton Companies located
in Phoenix AZ from 2008 to 2009. From 2004 to 2008, Mr. Record was the CFO for Masterson & Clark located in Scottsdale AZ.


 


Joe Marshall – Chief Financial
Officer


 


Mr. Marshall has served
as Chief Financial Officer of The Joint since January 2013. Prior to becoming the CFO for The Joint, Mr. Marshall served as the
CFO/VP Finance for Zep Solar from 2009 – 2012 in San Rafael, CA. From 2007 to 2009, Mr. Marshall served as a Principal for
TBL Capital, a venture capital company located in Sausalito, CA.


 


Craig Colmar – Secretary and
Director


 


Mr. Colmar has served
as Secretary and a member of the Board of Directors for The Joint Corp. since March 2010. Mr. Colmar is currently a senior partner
the Law Firm of Johnson and Colmar located in Bannockburn, IL, where he has been for over 30 years.


 


Steve Colmar – Director


 


Mr. Colmar has served
as a member of the Board of Directors of The Joint Corp. since April 2010. Mr. Colmar has the President of Business Ventures Corp
based in Austin, Texas since December 2006.


 


Richard Rees – Director


 


Mr. Rees has served
as a member on the Board of Directors of The Joint Corp. since March 2010. Mr. Rees has been the Chief Operating Officer for Business
Ventures Corp based in Austin, Texas since December 2006.


 


Matt Hale – Vice President
of Operations and Construction


 


Mr. Hale has been
the Vice President of Operations and Construction for The Joint Corp. since April 2010. From July 2008 to March 2010, Mr. Hale
was the Vice President of Operations for Noodle Development, the franchisor of Nothing But Noodles, in Scottsdale, Arizona. From
January 2003 to June 2008, Mr. Hale owned and operated a nationwide franchise called Nothing but Noodles in Chandler, Arizona


 


The Joint RD FDD - 2013




    	3



    	 



    

 


Chad Everts – Vice President
of Sales and Real Estate


 


Mr. Everts became
the Vice President of Sales and Real Estate for The Joint Corp. in April 2010. Mr. Everts co-founded Noodles Management in 2001,
the franchisor of the restaurant concept "Nothing but Noodles", which has locations in 9 states. Mr. Everts served as
the Co-Chief Executive Officer for Noodles Management located in Scottsdale, Arizona from 2001 until March 2010.


 


The Joint RD FDD - 2013




    	4



    	 



    

 


ITEM 3


 


LITIGATION


 


No litigation is required to be disclosed in this
Item.


 


The Joint RD FDD - 2013




    	5



    	 



    

 


ITEM 4


 


BANKRUPTCY


 


No bankruptcy information is required to
be disclosed in this Item.


 


The Joint RD FDD - 2013




    	6



    	 



    

 


ITEM 5


 


INITIAL FEES


 


You must pay us an
initial Regional Developer development fee (“the Development Fee”) ranging from $150,000 to $300,000, depending on
the population of your defined Development Area. The formula used to determine the Development Fee for your Development Area is
calculated by multiplying 25% of the then-current franchise fee for a Location franchise, times the number potential Location
franchises within the proposed geographically defined Development Area. Our formula assumes a Location territory with a minimum
population of approximately 100,000, and is an approximation, rather than an exact formula.


 


The initial Regional
Developer development fee must be paid by wire transfer, cash or certified funds when you sign the Regional Developer Agreement.
The initial Regional Developer franchise fee is uniform for all Regional Developer franchises we offer through this Disclosure
Document. However, we reserve the right to modify the initial Regional Developer franchise fee in the future to reflect the changing
costs of doing business and changes in the value of a Regional Developer franchise. We may also discount the initial Regional
Developer development fee: (i) if a Regional Developer purchases multiple development areas, depending on the number of development
areas purchased and their locations; (ii) if we are unable to locate a Regional Developer in a particular region we consider desirable;
or (iii) based on other subjective factors we deem important to the System.


 


We incur significant
administrative and other expenses in appointing you as a Regional Developer, including training costs, attorneys’ fees for
preparing your Regional Developer Agreement, and expenses related to our lost or deferred opportunities to enfranchise others.
As a result, the initial Regional Developer fee is fully earned by us upon receipt and is nonrefundable.


 


The Joint RD FDD - 2013




    	7



    	 



    

 


ITEM 6


 


OTHER FEES*


 


	Fee (1)	 	Amount	 	Due Date	 	Remarks
	Regional Developer Advertising Cooperatives	 	Varies without limitation; based on a majority vote of the Cooperative	 	As required by the cooperative	 	Currently, no Advertising Cooperatives have been established (see Item 11).
	 	 	 	 	 	 	 
	Interest	 	Lesser of 15% per annum, or the highest commercial contract interest rate permitted by law	 	From the date payments are due, and continues until outstanding balance and accrued interest are paid in full	 	Charged on any late payments of any amounts due us or our affiliates.
	 	 	 	 	 	 	 
	Computer System Fee (2)	 	$275.00	 	Monthly	 	Payable to cover the monthly cost of accessing our proprietary computer software and programs necessary to operate your
    franchise (See Item 11)
	 	 	 	 	 	 	 
	Audit Expenses	 	Cost of audit and inspection, plus any reasonable accounting and legal expenses	 	On demand	 	Payable if 2% or more discrepancy in amounts owed, or if you fail to submit required reports.
	 	 	 	 	 	 	 
	Late Reporting Fee	 	$100	 	10th day of the month following any month for which any required report is not timely submitted.	 	Payable if any report or other information required to be submitted to us is received by us after the established deadline.
	 	 	 	 	 	 	 
	Manual Replacement Fee	 	Currently $250 per Manual	 	On demand	 	Payable if your Manual for Locations or Manual for RDs is lost, destroyed, or significantly damaged. You must obtain a
    replacement copy at our then applicable charge.
	 	 	 	 	 	 	 
	Additional Training Fee	 	An amount set by us per attendee, per day, plus expenses	 	On demand	 	Payable for each person who attends any mandatory or optional additional training program or owners meeting held by us
    (see Item 11). We do not currently charge this fee.  


 


The Joint RD FDD - 2013




    	8



    	 



    

 


	Fee (1)	 	Amount	 	Due Date	 	Remarks
	Management Fee	 	Up to 10% of Gross Revenues (3), plus costs and expenses, up to $300,000 for a 6-month time period	 	As incurred	 	Payable if we manage the franchise after you materially breach the Regional Developer Agreement, or we choose to purchase
    the franchise upon the expiration or termination of the Regional Developer Agreement.
	 	 	 	 	 	 	 
	Renewal Fee	 	25% of the original initial Regional Developer franchise fee for your Development Area	 	Upon renewal	 	Payable upon renewal of your Regional Developer Agreement.
	 	 	 	 	 	 	 
	Transfer Fee	 	$30,000 for the Development Area	 	At the time of transfer	 	Applies to any transfer of the Regional Developer Agreement, the franchise, or its assets, except transfers to a legal
    entity principally controlled by you.
	 	 	 	 	 	 	 
	Termination Fee (3)	 	One-half of our highest then-current development fee, plus our attorneys’ fees and costs.	 	On demand	 	Payable if you terminate, or we terminate your franchise for cause, before your franchise term expires (2)
	 	 	 	 	 	 	 
	Insurance (4)	 	Amount of unpaid premiums and related costs	 	On demand	 	Payable only if you fail to maintain required insurance coverage and we pay premiums for you.
	 	 	 	 	 	 	 
	Legal Costs and Attorney's Fees	 	All legal costs and attorneys’ fees incurred by us	 	On demand	 	Payable if we must enforce, defend our actions related to, or against your breach of, the Regional Developer Agreement.
	 	 	 	 	 	 	 
	Indemnification	 	All amounts (including attorneys’ fees and costs) incurred by us or otherwise required to be paid	 	On demand	 	Payable to indemnify us, our affiliates, and our and their respective owners, officers, directors, employees, agents,
    successors, and assigns against all claims, liabilities, costs, and expenses related to your ownership and operation of the
    franchise, your breach of the Regional Developer Agreement, or your non-compliance with any law or regulation.  


 


The Joint RD FDD - 2013




    	9



    	 



    

 


Explanatory Notes:


 


Except for some product
and service purchases (see Item 8) and advertising cooperative payments (see Item 11), all fees are uniform, and are
imposed by, collected by, and payable to us. All fees are non-refundable.


 


		1.	You must pay all amounts due by automatic debit. You
will be required to execute an ACH Authorization Form permitting us to electronically debit your designated bank account for payment
of all fees payable to us as well as any amounts that you owe to use or our affiliates for the purchase of goods or services.
You must ensure that there are sufficient funds available in your account for withdrawal before each due date.



 


		2.	The monthly access fee for to our computer system is
currently $275/month. This fee allows the franchisee to access our intranet site, including, training programs and our propriety
software. See Item 7 and 11 for additional information regarding Computer Systems.



 


		3.	You must pay the termination fee, plus any costs and
attorneys’ fees incurred by us, if you improperly attempt to terminate or close your franchise before your term expires,
or we terminate your Regional Developer Agreement for any reason set forth in the Regional Developer Agreement. We may also recover
from you any damages suffered by us (e.g., lost future revenues) resulting from your improper or wrongful termination of the franchise.
Termination fees may be unenforceable in certain states. See Item 17 for additional information.



 


		4.	If you fail to pay the premiums for insurance required
to operate your franchise, we may obtain insurance for you and you will be required to reimburse us within ten (10) days of receipt
of a demand for reimbursement from us. We will have the right to debit your account the amounts owed to us for such premiums if
you fail to pay us within ten (10) days of our request for reimbursement.



 


The Joint RD FDD - 2013




    	10



    	 



    

 


ITEM 7


 


ESTIMATED INITIAL INVESTMENT


YOUR
ESTIMATED INITIAL INVESTMENT*





	 	 	Amount	 	 	Method of	 	 	 	To Whom

    Payment is
	Type
    of Expenditure	 	Low	 	 	High	 	 	Payment	 	When
    Due	 	Made
	Initial Regional Developer Development Fee (1)	 	$	150,000	 	 	$	300,000	 	 	Lump sum	 	Upon signing the RD Agreement	 	Us
	Real property - rental (3 months) (2)	 	$	0	 	 	$	3,000	 	 	Monthly	 	As arranged	 	Landlord
	Lease security deposit (2)	 	$	0	 	 	$	1,000	 	 	Lump sum	 	As arranged	 	Landlord
	Construction Costs, Equipment and Fixtures (2)	 	$	0	 	 	$	5,000	 	 	As arranged	 	As arranged	 	Suppliers and
 contractors
	Insurance (3)	 	$	500	 	 	$	1,000	 	 	As arranged	 	As incurred	 	Insurance
 company
	Utility deposits (4)	 	$	0	 	 	$	500	 	 	As arranged	 	As incurred	 	Utility
 companies
	Vehicle (5) (3 months)	 	$	0	 	 	$	1,200	 	 	As arranged	 	As incurred	 	Supplier
	Professional service fees (6)	 	$	500	 	 	$	2,000	 	 	As arranged	 	As incurred	 	Professionals
	Travel and living expenses during initial training (per person)
    (7)	 	$	1,000	 	 	$	1,500	 	 	As arranged	 	As incurred	 	Third parties
	Filing fees (8)	 	$	0	 	 	$	750	 	 	As arranged	 	As incurred	 	State authority
	Franchise sales advertising (3 months) (9)	 	$	1,500	 	 	$	3,000	 	 	As incurred	 	As incurred	 	Print
 advertisers
	Computer system (10)	 	$	1,500	 	 	$	2,500	 	 	As arranged	 	As incurred	 	Suppliers
	Additional funds (3 months) (11)	 	$	5,000	 	 	$	5,000	 	 	As incurred	 	As incurred	 	Third Parties
	TOTAL ESTIMATED INITIAL
    INVESTMENT (12)	 	$	160,000	 	 	$	326,450	 	 	 	 	 	 	 








  


The Joint RD FDD - 2013




    	11



    	 



    

 


Explanatory Notes:


 


* These estimated
initial expenses are our best estimate of the costs you may incur in establishing and operating your Regional Developer franchise.
Our estimates are based on our experience and the current requirements for Regional Developers. The actual investment you make
in developing and opening your franchise may be greater or less than the estimates given depending upon the location of your franchise,
and current relevant market conditions. Your costs will also depend on factors such as how well you follow our methods and procedures;
your management skills; your business experience and capabilities; local economic conditions; the local market for our products
and services; the prevailing wage rates; competition; and sales levels reached during your initial phase of business operations.



 


		1.	We discuss the initial
                                         Regional Developer development fee in detail in Item 5 of this Disclosure Document. We
                                         and our affiliates do not offer any financing for this fee, and, except as mentioned
                                         in Item 5, is not refundable.



 


		2.	You may operate
                                         your Franchised Business from any location you choose. If you decide to operate your
                                         sales office from a leased premise, you will be required to pay rent and possibly, the
                                         cost of constructing, equipping and furnishing the sales office. Since the size and nature
                                         of each Regional Developer’s sales office space will vary, an estimate is difficult.
                                         The estimate shown is for an office consisting of a reception area, one secretarial station,
                                         one conference room and two offices. The amount of your rent will vary according to the
                                         area, the type of office location (office building, strip center, or free-standing building),
                                         and various other factors. If you decide to operate out of a lease premises, you may
                                         also be required to pay a security deposit. In addition, in certain lease transactions,
                                         if you are an entity, the landlord may require your owners to personally guarantee the
                                         lease. Whether this fee is refundable depends on your agreement with your landlord.



 


		3.	You must obtain
                                         and maintain, at your own expense, insurance coverage for the vehicle(s) and any buildings
                                         you use or operate in connection with your franchise. Insurance costs depend on a variety
                                         of factors. Annual premiums are typically paid to the insurer immediately, with refunds
                                         being issued if you cancel the insurance. The cost of your premiums will depend on the
                                         insurance carrier's charges, terms of payment, and your insurance and payment history.
                                         Our insurance requirements are contained in our Manual for RDs.



 


		4.	If you decide to
                                         operate from a leased premise, you may be required to pay deposits for utilities. The
                                         amount of these deposits will vary depending on the practices of the utility companies
                                         and whether any impact or hook-up fees are required.



 


		5.	You may be required
                                         to purchase or lease a vehicle to conduct franchise sales activities. If you decide not
                                         to utilize your own vehicle we estimate it will cost you approximately $400 per month
                                         to cover the cost of your vehicle, tax, title, and licensing.



 


		6.	You may wish to
                                         retain the services of an attorney and other consultants to assist you in forming your
                                         business entity and in purchasing and establishing your Franchised Business. The cost
                                         of these services will vary depending on the different services providers.



 


		7.	You will incur expenses
                                         related to our initial Regional Developer training program. We provide a training program,
                                         a training location, instructors, and instructional materials. You will need to arrange
                                         for transportation, food, and lodging for your designated attendees. The costs you incur
                                         will depend on the distance you must travel and the type of accommodations you choose.
                                         See Item 11 of this Disclosure Document.



 


		8.	If the laws within
                                         your Development Area require you to be registered prior to undertaking your franchise
                                         development activities as required by the Regional Developer Agreement, there will be
                                         certain costs associated with this registration, including registrations fees. Registration
                                         fees vary from state to state.



 


The Joint RD FDD - 2013




    	12



    	 



    

 


		9.	We estimate that
                                         you will spend between $500 and $1000 each month to advertise the sale of Location franchises
                                         in your Development Area. The precise amount will be determined by the population of
                                         your Development Area after consultation with, and consent by, us. Advertising expenditures
                                         must be documented to us upon our request. This includes the cost of sales and marketing
                                         materials.



 


		10.	You must purchase
                                         a personal computer system and printer for your Franchised Business that is compatible
                                         with our computer equipment, so that you will be able to use our proprietary software,
                                         receive e-mail, use Internet and Intranet services, and receive other electronic information
                                         we send. We estimate the initial cost to purchase the computer system to be between $1,500
                                         and $2,500. You will be required to pay a fee of $275/month for the continuing use and
                                         upgrade of our proprietary office management software. You will need to have an internet
                                         connection as part of your system. We estimate the cost of Internet service to be less
                                         than $20 and $30 per month, although DSL (high-speed) Internet access may cost between
                                         $50 and $75 per month. See Items 8 and 11 of this Disclosure Document.



 


		11.	You will need capital
                                         to support your on-going expenses like payroll, utilities and franchise sales advertising,
                                         to the extent that these costs are not covered by sales revenue. New businesses often
                                         generate a negative cash flow. We estimate that the amount shown will be sufficient to
                                         cover ongoing expenses for the start-up phase of the Franchised Business, which is three
                                         months. This is only an estimate, however, and there is no assurance that additional
                                         working capital will not be necessary during or after this start-up phase. Our entry
                                         into the Regional Developer Agreement with you does not mean that you will be successful.
                                         We make no representations or warranties of success. The success of your Franchised Business
                                         is speculative and will depend, more than any other factor, on your ability as an independent
                                         business owner. Other factors may also positively or negatively affect your Franchised
                                         Business.



 


		12.	We encourage you
                                         to make a diligent investigation of the Regional Developer franchise opportunity. You
                                         should contact the Regional Developers listed on Exhibit F, and consult appropriate business
                                         advisors, like attorneys or accounts who are qualified to assist you in carefully evaluating
                                         these figures, before you make any decision to purchase a Regional Developer franchise
                                         from us.



 


		13.	Except as expressly
                                         mentioned above, none of the fees above are refundable.



 


The Joint RD FDD - 2013




    	13



    	 



    

 


ITEM 8


 


RESTRICTIONS ON SOURCES OF PRODUCTS
AND SERVICES


 


Approved Suppliers 


 


You must purchase
specified products and services relating to or for the operation of your Franchised Business solely from suppliers (including
distributors, manufacturers, and other sources) who have been approved in writing by the Company. You are not allowed to purchase
any of these products or services from an unapproved or alternate supplier. When selecting suppliers, we consider all relevant
factors, including the quality of goods and services, service history, years in business, capacity of supplier, financial condition,
terms and other requirements consistent with other supplier relationships. However, the Company does not have any specific written
criteria for supplier selection and does not intend at this time to prepare one. Therefore, the Company will not furnish its criteria
for supplier approval to you. We maintain written lists of required products (by brand name and/or by standards and specifications)
and lists of approved suppliers for those items. All such products and approved vendors for our required products and services
will be listed in the Manual for RDs, which must always be followed, even as modified and updated by the Company. Currently, we
do not require our RDs to purchase any products, supplies or equipment from us.


 


Specifications and Standards



 


You must purchase
certain products, supplies and equipment under specifications and standards that we periodically establish either in the Regional
Developer Agreement, Manual for RDs, or other notices we send to you from time to time. These specifications are established to
provide standards for performance, durability, design and appearance. We will notify you whenever we establish or revise any of
our standards or specifications, or if we designate approved suppliers for products, equipment or services.


 


Our Involvement with Suppliers


 


While we and our affiliates
currently have received no revenue or other consideration from suppliers in consideration for other goods or services that we
require or advise you to obtain from approved suppliers, we reserve the right to do so in the future. We anticipate that any revenue
or other consideration received would probably include promotional allowances, volume discounts, and other payments, and would
probably be equal to zero to ten percent (0-10%) of the amount of the goods or services you purchase from the supplier. We expect
that at least some of these arrangements will generally allow us to obtain discounts off standard pricing, and pass at least a
portion of the savings on to you. We negotiate price terms and other purchase arrangements with suppliers for you for some items
that we require you to lease or purchase in developing and operating your Regional Developer franchise. There currently are no
purchasing and distribution cooperatives.


 


Effects of Compliance and Noncompliance


 


You must comply with
our requirements to purchase or lease real estate, goods, and services according to our specifications and/or from approved suppliers
to be eligible to renew your franchise. Failure to comply with these requirements will render you ineligible for renewal, and
may be a default allowing us to terminate your franchise. We do not provide any other benefits to you because of your use of designated
or approved services and products, or suppliers.


 


We may choose to negotiate
purchase agreements for certain equipment or supplies. You may purchase such equipment or supplies from such designated suppliers
or from any approved supplier on such terms as you negotiate. The Manual for RDs contains details relating to such purchases.


 


The Joint RD FDD - 2013




    	14



    	 



    

 


Insurance Specifications 


 


Before you open your
Location, you must obtain certain minimum insurance coverage, naming the Company as an additional insured. We may increase these
limits or have new types of coverage added at any time after giving you notice. You must maintain this insurance coverage, as
required by your Regional Developer Agreement, from a responsible carrier. Our current insurance requirements are summarized in
the Manual for RDs. You must obtain your insurance necessary to operate your franchise from our required vendor. Currently, Brown
& Brown Insurance is our required vendor for all insurance necessary to meet our specifications. We will not receive rebates
or other consideration from Brown & Brown in connection the services provided to our franchisees.


 


Advertising Specifications 


 


You must obtain our
approval before you use any advertising and promotional materials, signs, forms and stationary unless we have prepared or approved
them during the twelve (12) months prior to their proposed use. You must purchase certain advertising and promotional materials,
brochures, fliers, forms, business cards and letterhead from approved vendors only. Further, you must not engage in any advertising
of your Franchised Business unless we have previously approved the medium, content and method.


 


Records 


 


All of your bookkeeping
and accounting records, financial statements, and all reports you submit to us must conform to the requirements set forth in Sections
6.11 and 6.12 of the RDA, as well as those contained in our Manual for RDs.


 


Computer-Related Equipment and Software


 


You must purchase
a computer system and operating software that we specify from time to time. See Item 7 regarding the estimated initial cost of
this equipment. You will also be required to pay a monthly fee of $275 for the continuing use and upgrade of our proprietary office
management software. You will also be required to have access to a broadband Internet connection at all time.


 


We may require additional
items to be purchased by the Franchise Owner from certain manufacturers or suppliers in the future. We will notify you of such
requirements by sending to you such changes by modifying the Manual for RDs, or sending to you other written forms of communication.


 


Disclosure Document for Location Franchises


 


You must
deliver a copy of our FDD for Locations to each potential Location franchisee. We will provide you with one copy of the FDD for
Locations, although it is copyrighted, and you will not be licensed to reproduce it yourself without our prior written authorization.
You must purchase additional copies of our FDD for Locations from our designated or approved supplier(s). Currently, only we are
the designated or approved supplier of printed copies of our FDD for Locations. We will periodically provide you with a list of
the designated or approved supplier(s) of our FDD for Locations. There is no alternate supplier due to the need to maintain strict
control of the contents of our FDD for Locations.


 


The Joint RD FDD - 2013




    	15



    	 



    

 


ITEM 9


 


FRANCHISEE'S OBLIGATIONS


 


This table lists
your principal obligations under the Regional Developer Agreement and other agreements. It will help you find more detailed information
about your obligations in these agreements and in other items of this Disclosure Document. 


 


	Obligations	 	Section in

        Regional Developer

        Agreement
	 	Disclosure Document Item
	 	 	 	 	 
	(a) Site selection and acquisition/lease   	 	Sections 2.2 of RDA	 	Item 11
	 	 	 	 	 
	(b) Pre-opening purchases/leases	 	Sections 6.5 and 7 of RDA	 	Items 5, 7 and 8
	 	 	 	 	 
	(c) Site development and other pre-opening requirements	 	No provision of RDA	 	Items 7, 8, and 11
	 	 	 	 	 
	(d) Initial and ongoing training  	 	Sections 5.1 of RDA	 	Item 11
	 	 	 	 	 
	(e) Opening	 	Section 2.2 of RDA	 	Item 11
	 	 	 	 	 
	(f) Fees  	 	Sections 4, 5.2, 5.4, 6.5, 6.11, 7, 11.3(i), 15.2 and 15.15 of RDA	 	Items 5, 6  and 7
	 	 	 	 	 
	(g) Compliance with standards and policies	 	Sections 5.2 and 6 of RDA	 	Items 11 and 16
	 	 	 	 	 
	(h) Trademarks and proprietary information	 	Sections 9 and 10 of RDA; and Confidentiality Agreement (Exhibit E)	 	Items 13 and 14
	 	 	 	 	 
	(i) Restrictions on products/services offered   	 	Section 5.2(a) of RDA	 	Item 16
	 	 	 	 	 
	(j) Warranty and Customer Service Requirements	 	Section 6.1of RDA	 	None
	 	 	 	 	 
	(k) Territorial Development  And Sales Quotas	 	Section 2.1 of RDA	 	Item 12
	 	 	 	 	 
	(l) On-going   product/services purchases  	 	Sections 5.4, 5.8, and 6.5 of RDA	 	Item 8
	 	 	 	 	 
	(m) Maintenance, appearance and  remodeling requirements	 	Section 5.8 of RDA	 	None
	 	 	 	 	 
	(n) Insurance	 	Sections 6.5 and 6.6 of RDA	 	Item 7
	 	 	 	 	 
	(o) Advertising  	 	Sections 5.8, 6.7, 6.8, and 6.9 of RDA	 	Items 6, 7, and 11
	 	 	 	 	 
	(p) Indemnification	 	Section 15.2 of RDA	 	Items 6, 13 and 17
	 	 	 	 	 
	(q) Owners Participation management/staffing	 	No provision of RDA	 	Items 11, 15 and 16
	 	 	 	 	 
	(r) Records/reports	 	Sections 6.11 and 6.12 of RDA  	 	Item 6
	 	 	 	 	 
	(s) Inspections/audits	 	Section 5.7 of RDA	 	Item 6
	 	 	 	 	 
	(t) Transfer  	 	Section 11 of RDA	 	Items 6 and 17


 


The Joint RD FDD - 2013




    	16



    	 



    

 


	Obligations	 	Section in

        Regional Developer

        Agreement
	 	Disclosure Document Item
	 	 	 	 	 
	(u) Renewal	 	Section 4 of RDA	 	Items 6 and 17
	 	 	 	 	 
	(v) Post-termination obligations  	 	Section 13.2 of RDA	 	Item 17
	 	 	 	 	 
	(w) Non-competition covenants	 	Section 12 of RDA	 	Item 17
	 	 	 	 	 
	(x) Dispute resolution	 	Sections 14, 15.7, and 15.8 of RDA	 	Item 17
	 	 	 	 	 
	(y) Guaranty	 	Section 11.7	 	Item 15


 


The Joint RD FDD - 2013




    	17



    	 



    

 


ITEM 10


 


FINANCING


 


We do not offer any
financing for your initial investment. We are unable to estimate whether you will be able to obtain financing for any of your
investment and, if you are able to obtain financing, we cannot predict the terms of the financing. We do not receive payment from
any person for obtaining or placing financing. We do not guarantee your obligations to third parties.


 


The Joint RD FDD - 2013




    	18



    	 



    

 


ITEM 11


 


FRANCHISOR’S
ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING


 


Except as listed below, we are not required to provide you
any assistance. 


 


Before your Regional Developer franchise
opens for business, we or our designee will:


 


1.          Within
45 days after you sign the Regional Developer Agreement, but not later than 30 days before you open your Regional Developer franchise
for business, provide the initial training program for our Regional Developer franchises (Regional Developer Agreement –
Section 5.1).


 


The Company’s
initial training program is available to all Regional Developer Owners and one additional person. Before opening for business,
the Regional Developer Owner must attend and complete the initial franchise management-training program to the satisfaction of
the Company. We provide this initial training free of charge to you; however, you must pay the wages, food, lodging and travel
expenses for all of your attendees. The initial training program will last for approximately three (3) days, and will be conducted
by us or our designee at our corporate headquarters in Scottsdale, Arizona, or another location we designate. We will also provide
you with approximately three (3) days of on-site training at the location where you will operate your Regional Developer franchise.
All persons who participate in our initial training program must complete it to our satisfaction.


 


Our initial training
program currently includes the following:


 





	TRAINING PROGRAM
	Subject (1)	 	Hours of

        Classroom

        Training (2)
	 	Hours of

        On the Job

        Training
	 	Location
	Introduction to Regional Developer Program	 	0.5	 	 	 	Scottsdale, AZ
	Workflow of a Regional Developer	 	1.0	 	 	 	Scottsdale, AZ
	Finding and marketing to qualified leads	 	1.0	 	 	 	Scottsdale, AZ
	Present the Franchise Offer	 	1.0	 	 	 	Scottsdale, AZ
	Construction Process	 	2.0	 	 	 	Scottsdale, AZ
	Vendors Briefing	 	2.0	 	 	 	Scottsdale, AZ
	Timeline to Opening	 	2.0	 	 	 	Scottsdale, AZ
	Review the Manuals	 	2.0	 	 	 	Scottsdale, AZ
	Software	 	2.0	 	4.0	 	Scottsdale, AZ and

        Onsite

	Clinic Tracking	 	1.0	 	 	 	Scottsdale, AZ
	Accounting 101	 	1.0	 	 	 	Scottsdale, AZ
	Vendor Meetings	 	3.0	 	 	 	Scottsdale, AZ
	Sales Techniques	 	1.0	 	1.0	 	Scottsdale, AZ and

        Onsite

	Staff	 	 	 	1.0	 	On-Site
	New Patrons	 	 	 	2.0	 	On-Site
	Adjusting / Technique	 	 	 	3.0	 	On-Site
	Daily Operational Duties	 	 	 	3.0	 	On-Site
	Communication Levels	 	 	 	2.0	 	On-Site
	Patron Education	 	 	 	2.0	 	On-Site
	Marketing and Advertising	 	2.0	 	2.0	 	Scottsdale, AZ and

        On-Site

	 TOTAL HOURS	 	21.5	 	20.0	 	 










 


The Joint RD FDD - 2013




    	19



    	 



    

 


Explanatory Notes:


 


		(1)	Most of these subjects
                                         are integrated throughout the approximately six (6) day training program (comprised of
                                         21.5 hours of classroom training and 20.0 hours of on-site training). We plan to be flexible
                                         in scheduling training. There currently are no fixed (i.e., monthly or bi-monthly) training
                                         schedules.



 


		(2)	The instruction
                                         materials for our training programs include handouts, computer training, the Manuals,
                                         group discussions, and lectures.



 


		(3)	Although the individual
                                         instructors of the training program may vary, all of our instructors have significant
                                         at least 2 years of experience in their designated subject area. The following are our
                                         main instructors:



 


		·	Matt
                                         Hale – Vice President of Operations and Construction



		·	Chad
                                         Everts – Vice President of Sales and Real Estate



		·	Shawn
                                         Allen, DC – Operations Trainer



 


2.          Lend
to you one copy of our Manual for RDs, which contains our mandatory and suggested specifications, standards and procedures for
operating Regional Developer franchises (Regional Developer Agreement – Section 5.2). Exhibit C to this Disclosure Document
sets forth the Table of Contents for our Manual for RDs. We will also lend you one copy of our Operations Manual for Location
franchises (“Manual for Locations”), which contains our mandatory and suggested specifications, standards and procedures
for operating Location franchises. Exhibit C to this Disclosure Document also sets forth the Table of Contents for our Manual
for Locations. Together, the Manual for RDs and Manual for Locations are referred to as the “Manuals”. We may modify
the Manuals periodically to reflect changes in System Standards, or as we deem appropriate. If your copy of either Manual is lost,
destroyed or significantly damaged, then you must obtain a replacement copy at our then applicable charge (see Item 6). You may
view our Manuals at our corporate headquarters before purchasing your Regional Developer franchise, but must first sign a Confidentiality/Non-Disclosure
Agreement (Exhibit E) promising not to reveal any of the information contained in the Manuals without our permission. See Item
14 for additional information about our Manuals and Exhibit C.


 


3.          Prepare
and/or register any disclosure documents or other documentation that must be prepared, amended, or registered for you to fulfill
your responsibilities to solicit, recruit, and screen prospective franchisees (Regional Developer Agreement – Section 5.4).
Federal and state franchise or business opportunity laws govern the sale and offering of Location franchises, and may require
the preparation, amendment, registration, or registration of all certain documentation and disclosures relating to the Location
franchises offered in your Development Area (the “Documentation”) before you can solicit prospective franchisees.
While we will prepare and register all Documentation necessary for you to begin soliciting prospective franchisees, you must provide
us with any documentation or information we may need to prepare or register the Documentation, and will be responsible for all
costs applicable to you. You must review and become fully familiar with all Documentation related to franchises sold in your Development
Area. Before soliciting a prospective franchisee, you must take reasonable steps to confirm that the information contained in
the Documentation or other materials related to the offer or sale of Location franchises is true, correct, and not misleading,
or in violation of applicable state law related to registration of the Documentation.


 


4.          Review
and approve or disapprove your advertising, marketing, and promotional and/or website materials (Regional Developer Agreement
– Sections 6.8 and 6.9). See the remainder of this Item 11 for additional information about our advertising-related requirements
and approval process.


 


The Joint RD FDD - 2013




    	20



    	 



    

 


Post-Opening Obligations:


 


After your Regional Developer franchise
opens for business, we or our designee will:


 


1.          As
we deem appropriate, provide you with additional or refresher training programs (Regional Developer Agreement – Section
5.1). You will be required to participate in periodic webinars and sales calls scheduled by us for Regional Developer franchises.
We may require you to attend up to two (2) additional or refresher training courses each year at our corporate offices, or another
location we designate. You may also be required to attend a national business meeting or convention of up to three (3) days each
year. We will determine the location, frequency, and instructors of these training programs. We may charge reasonable fees for
any courses, conventions, webinars, sales calls, and programs (see Item 6). You must also pay for all travel, lodging, meal, and
personal expenses related to your attendance and the attendance of your personnel.


 


2.          Continue
lending to you a copy of our Manual for RDs and Manual for Locations (Regional Developer Agreement – Sections 5.2).


 


3.          Provide
you with general guidance though bulletins or other written materials (Regional Developer Agreement – Section 5.2).


 


4.          If
we agree to do so, provide you with additional or special guidance, training, or assistance that you request (Regional Developer
Agreement – Section 5.1). If we provide this training, you must pay all of our then-applicable charges, including all per-diem
fees and travel, lodging, meal, and living expenses of our personnel. See Item 6 for additional information.


 


5.          As
necessary, amend, maintain, or renew any Documentation and/or registrations necessary for you to continue to solicit prospective
franchisees (Regional Developer Agreement – Section 5.4).


 


6.          Approve
or disapprove prospective Location franchisees (the “Prospective Franchisees”) recommended by you, and their proposed
franchise locations (Regional Developer Agreement – Section 5.5). You must advertise for, solicit, recruit, and screen Prospective
Franchisees to purchase Location franchises in your Development Area. You must investigate each Prospective Franchisee and its
proposed Location franchise site to determine if they meet our standards and policies. After ensuring that a Prospective Franchisee
meets our standards, you may recommend to us the approval of the Prospective Franchisee. You must provide us with all information
that we may request to evaluate your recommendation. We may approve or reject a Prospective Franchisee for any reason. If we disapprove
any Prospective Franchisee, we will notify you in writing of our reasons for the disapproval. If we approve the Prospective Franchisee,
you must provide the Prospective Franchisee with a copy of our then-current Franchise Agreement for the Prospective Franchisee
to sign.


 


7.          Review
and approve or disapprove your advertising, marketing, and promotional and/or website materials (Regional Developer Agreement
– Sections 6.9 and 6.10). See the remainder of this Item 11 for additional information about our advertising-related requirements
and approval process.


 


8.          Pay
you any compensation that you are owed under the Regional Developer Agreement (Regional Developer Agreement – Section 8).


 


9.          Allow
you to continue using our Marks and confidential information in operating your Regional Developer franchise (Regional Developer
Agreement – Sections 9 and10). See Items 13 and 14 for additional information.


 


10.         Indemnify
you against damages and expenses you incur in a trademark infringement proceeding disputing your authorized use of any Mark in
compliance with the Regional Developer Agreement (Regional Developer Agreement – Section 9.5). See Item 13 for additional
information.


 


The Joint RD FDD - 2013




    	21



    	 



    

 


11.         If
we establish a local or regional advertising cooperative that covers all or any part of your Development Area, approve or disapprove
any advertising, marketing, or promotional materials created by the cooperative (Regional Developer Agreement – Section
6/7). Though there currently are no local or regional cooperatives, we may create a cooperative to support the advertising and
marketing needs of their respective members. See Items 6, 8, and the rest of this Item 11 for additional information about the
local and regional advertising cooperatives that we may create.


 


Advertising and Marketing


 


Advertising by
You


 


You may develop, at
your cost, advertising and promotional materials for your use, but may not use them until after we have approved them in writing.
You must submit to us for our approval samples of all advertising and promotional materials not prepared or previously approved
by us that you wish to use. We will not unreasonably withhold our approval. If you do not receive our written disapproval within
15 days from the date we receive the materials, the materials will be deemed to have been approved. Any materials submitted to
us for approval will become our intellectual property. (Regional Developer Agreement – Section 10). We anticipate that you
will spend between $500 and $1,000 a month in advertising in your Development Area.


 


If
one is created, then you are also required to join and participate in The Joint Advertising Cooperative (“Co-op”),
which is an association of all other franchise owners whose Franchised Businesses are located within your Area of Dominant Influence
(“ADI”). An ADI is an exclusive geographic market area used as a device to measure
the market covered by a radio or television station and determined by which station receives the most viewing hours. The population
within this area receives the same programming. One function of the Co-op is to establish a local advertising pool, of which the
funds must be used for Location franchises and/or Regional Developer franchises advertising only and for the mutual benefit of
each Co-op member. The Franchise Owner must contribute to the pool in accordance with the rules and regulations of the Co-op,
as determined by its members. Amounts contributed to the advertising pool by a Franchise Owner may be considered as spent for
local advertising, and therefore toward the minimum local advertising requirement that we establish in the future. (Regional Developer
Agreement – Section 6.7) 


 


Advertising by
Us


 


We may create an advertising
fund ("Ad Fund") for our Location franchises to accomplish those advertising and promotional programs we deem necessary
or appropriate. We do not intend to create an Ad Fund for our Regional Developer franchises. We may increase or decrease each
Location franchises contributions to the Ad Fund upon 30 days written notice. There is currently no Ad Fund for Location franchises.
Currently, we do not charge an Ad Fund fee, but reserve the right to do so in the future.


 


We will direct all
marketing programs financed by any Ad Fund, and will have sole discretion over the creative concepts, materials and endorsements
used by any Ad Fund, and the geographic, market, and media placement and allocation of any Ad Fund. An Ad Fund may be used to
pay the costs of administering regional and multi-regional advertising programs, including purchasing direct mail and other media
advertising; employing advertising agencies and supporting public relations, market research, and other advertising and marketing
firms; and paying for advertising and marketing activities that we deem appropriate, including the costs of participating in any
national or regional trade shows. We will not use Ad Fund contributions for advertising that is principally a solicitation for
the sale of franchises.


 


An Ad Fund will be
accounted for separately from our other funds, and will not be used to pay any of our general operating expenses, except for salaries,
administrative costs, and overhead that we incur in activities reasonably related to the administration of the Ad Fund and its
marketing programs, including preparing advertising and marketing materials, and collecting and accounting for contributions to
the Ad Fund. We may spend in any fiscal year an amount greater or less than the aggregate contributions to the Ad Fund in that
year, and the Ad Fund may borrow from us or other lenders to cover the Ad Fund’s deficits, or invest any surplus for future
use by the Ad Fund. We will prepare an annual statement of monies collected and costs incurred by an Ad Fund, and will provide
it to you upon written request.


 


The Joint RD FDD - 2013




    	22



    	 



    

 


We may cause an Ad
Fund to be incorporated or operated through an entity separate from us when we deem appropriate, and the entity will have the
same rights and duties as we do under a Franchise Agreement or Regional Developer Agreement (as the case may be). If established,
an Ad Fund will be intended to enhance recognition of the Marks and patronage of The Joint franchises, or enhance the franchise
opportunities available through our franchises. Although we will endeavor to use an Ad Fund to develop advertising and marketing
materials and programs and place advertising that will benefit all franchises, we do not have to ensure that the Ad Fund’s
expenditures in or affecting any geographic area are proportionate or equivalent to the contributions made by any franchises in
that geographic area, or that any franchises will benefit from the development of advertising and marketing materials or the placement
of advertising by the Ad Fund directly or in proportion to the franchise’s contribution to the Ad Fund. We assume no direct
or indirect liability or obligation to you or any other franchise in connection with the establishment of an Ad Fund, or the collection,
administration, or disbursement of monies paid into an Ad Fund.


 


We may suspend contributions
to, and the operations of, an Ad Fund for any period we deem appropriate, and may terminate an Ad Fund upon 30 days' written notice
to you. All unspent monies held by an Ad Fund on the date of termination will be distributed to us, our affiliates, and you and
our other franchisees in proportion to each party’s respective contributions to the Ad Fund during the preceding 12-month
period. We may reinstate a terminated Ad Fund upon the same terms and conditions set forth in a Franchise Agreement upon 30 days'
advance written notice to you.


 


As of the date of
this Disclosure Document, there is no Ad Fund or Advertising Co-ops. The Company has the right to create such organizations and
to decide how they will be run. It may do so in the future. The specific manner in which they will be organized and governed has
yet to be determined.


 


Website


 


You must also obtain
our prior written approval to operate a website separate from our website. You must submit to us for our approval samples of the
proposed website’s domain name, format, and visible and non-visible content before using or changing the website. Your website
must include all information or hyperlinks that we require. We may revoke our approval of a previously approved website at any
time. (Regional Developer Agreement – Section 6.10)


 


Computer System 


 


You must use the computer
hardware and software (collectively, “Computer System”) that we periodically designate to operate your Regional Developer
franchise. (Regional Developer Agreement – Section 6.12) You must obtain the Computer System, software licenses, maintenance
and support services, and other related services from the suppliers we specify (which may include or be limited to us and/or our
affiliates). (See Items 6 and 7 for more information regarding the cost and fees associated with the Computer System) We may periodically
modify the specifications for, and components of, the Computer System. These modifications and/or other technological developments
or events may require you to purchase, lease, and/or obtain by license new or modified computer hardware and/or software, and
obtain service and support for the Computer System. The Regional Developer Agreement does not limit the frequency or cost of these
changes, upgrades, or updates. We have no obligation to reimburse you for any Computer System costs. Within 60 days after you
receive notice from us, you must obtain the components of the Computer System that we designate and ensure that your Computer
System, as modified, is functioning properly.


 


The Joint RD FDD - 2013




    	23



    	 



    

 


We may charge you
a reasonable fee for (i) installing, providing, supporting, modifying, and enhancing any proprietary software or hardware that
we develop and license to you; and (ii) other Computer System-related maintenance and support services that we or our affiliates
provide to you. If we or our affiliates license any proprietary software to you or otherwise allow you to use similar technology
that we develop or maintain, then you must sign any software license agreement or similar instrument that we or our affiliates
may require. See Items 6 and 7 for information regarding the cost of required computer software, and the monthly fees associated
with operating your Computer System


 


You will have sole
responsibility for: (1) the acquisition, operation, maintenance, and upgrading of your Computer System; (2) the manner
in which your Computer System interfaces with our computer system and those of other third parties; and (3) any and all consequences
that may arise if your Computer System is not properly operated, maintained and upgraded.


 


Your Computer System
must be capable of supporting our required software, with internet capability. You will also be required to purchase certain software,
and to pay monthly charges associated with your Computer System. Currently, you will need a Dell Vostro 230 Slim Tower, or an
equivalent computer, and a standard monitor, in order to run our proprietary office management software. You will also need a
printer that is compatible with your computer and our software. The Computer System is used to track and store all data relating
to the operation of your franchise and the franchises in our system. We have the right to access all information stored on your
Computer System which relate to your franchise.


 


We estimate the cost
of purchasing the Computer System and related software will range from $1,500 to $2,500. In addition to the cost of purchasing
the hardware and software associated with the Computer System, you will be required to pay reoccurring charges associated with
the continuing use and upgrade of our proprietary office management software. Currently this fee is $275/month but is subject
to change. You will also be required to pay the monthly cost of maintaining high speed internet access at your site. We estimate
that this cost will be between $20 and $75 a month depending on the internet service provider.


 


Periodic Inspections


 


You must operate your
Regional Developer franchise in accordance with the Regional Developer Agreement and the Manual for RDs. We reserve the right
to conduct period inspections of your Franchised Business to ensure that you are in compliance with your Regional Developer Agreement,
Manual for RDs, and our other written directives and standards. We may terminate your Regional Developer Agreement if you do not
operate your business in compliance with the Regional Developer Agreement or the Manual for RDs.


 


Time to Open


 


You must open your
Regional Developer franchise within 45 days after you receive your initial training from us, or 90 days after signing your Regional
Developer Agreement, whichever occurs first. (Regional Developer Agreement – Section 2.2) We estimate that Regional Developer
franchises will typically open for business approximately 2-3 months after signing the Regional Developer Agreement. Factors affecting
this length of time include locating a site and signing a lease, if you choose to operate from a leased premises, construction
or remodeling of the site, completion of required training, financing arrangements, local ordinance and building code compliance,
delivery and installation of equipment or supplies, and hiring and training of your staff.


 


The Joint RD FDD - 2013




    	24



    	 



    

 




 


ITEM 12


 


TERRITORY


 


Your Regional Developer
Agreement grants you an exclusive Development Area, the specific size and location of which depend on population demographics,
your capacity to recruit prospective Location franchisees and provide Support Services in the Development Area, and the number
of Location franchises we believe the Area can sustain. You and we will mutually agree on your Development Area when you sign the
Regional Developer Agreement. There is no specific minimum or maximum area that we must include in your Development Area. Your
Development Area may not be changed unless you and we both agree to the change in writing.


 


If you are in compliance
with your Regional Developer Agreement, then we and our affiliates will not operate, establish, grant, or operate in your Development
Area another Regional Developer franchise offering Location franchises, or any Location franchises not required to be developed
under your Regional Developer Agreement. The continuation of your territorial exclusivity depends upon your compliance with the
minimum development obligations defined in your Regional Developer Agreement.


 


Your territorial exclusivity
is limited to the total number of franchises you are authorized to develop in your Development Area at the time of signing your
Regional Developer Agreement. You have the option to purchase the right to develop additional Location franchises within your Development
Area, and receive additional territorial protection for any additional Location franchises you purchase within your Development
Area. However, if you choose not to exercise the right to purchase the rights to develop additional Location franchises within
your Development Area, we retain the right develop or sell the right to develop additional Location franchises within your Development
Area, and you will not receive any compensation or royalty fees for such Location franchises.


 


You may solicit prospective
Location franchisees residing outside your Development Area but interested in opening a franchise within your exclusive Development
Area without having to pay any special compensation to us or any other Regional Developer. Likewise, Regional Developer outlets
owned by us, our affiliates (if applicable), or other Regional Developers may solicit prospective franchisees residing in your
Development Area but interested in opening a franchise in another Development Area without having to pay you any special compensation.
You may not solicit prospective franchisees for a Location franchise located outside of your exclusive Development Area. We will
forward to you any leads or referrals that we receive from prospective franchisees interested in purchasing a Location franchise
in your Development Area, and you will be entitled to the compensation referred to in Item 11 only if these prospective franchisees
purchase a Location franchise in your Development Area.


 


Company Reserved Rights


 


We and our affiliates
reserve the right to engage in any activities we deem appropriate that your Regional Developer Agreement does not expressly prohibit,
whenever and wherever we desire, including the right to:


 


(a)          establish
and operate Location and Regional Developer franchises, and granting rights to other persons to establish and operate Location
or Regional Developer franchises, on any terms and conditions we deem appropriate and at any locations other than within the Development
Area;


 


(b)          provide
and grant rights to other persons to provide, goods and services dissimilar to and/or not competitive with those provided by Location
franchises to customers located within your Development Area;


 


(c)          acquire
the assets or ownership interest of one or more businesses providing products and services similar to those provided at Location
franchises, and franchising, licensing or creating similar arrangements with respect to these businesses once acquired, wherever
these businesses (or the franchisees or licensees of these businesses) are located or operating (including within your Development
Area; and


 


The Joint RD FDD – 2013




    	25



    	 



    

 


(d)          be
acquired (regardless of the form of transaction) by a business providing products and services similar to those provided at Location
franchises, or by another business, even if such business operates, franchises and/or licenses competitive businesses within your
Development Area.


 


ITEM 13


 


TRADEMARKS


 


The Company grants
you the right and license to use the Proprietary Marks and the System solely in connection with your Franchised Business. You may
use our trademark “The Joint... The Chiropractic PlaceTM” and design and such other Proprietary Marks as
are designated in writing by the Company for your use. In addition, you may use them only in the manner authorized and permitted
by the Company and you may not directly or indirectly contest the Company’s ownership of or rights in the Proprietary Marks.


 


“The Joint...A
Chiropractic Place®” is a service mark registered on the Principal Register of the United States Patent and Trademark
Office (“USPTO”) on March 2, 2004 under Registration Number 2819916. “The Joint... The Chiropractic PlaceTM”
is a service mark registered on the Principal Register of the USPTO on February 22, 2011 under Registration Number 3922558. Currently,
we have registrations pending for two additional marks. The first is for the words, letters and stylized form of “The Joint...The
Chiropractic Place”, serial number 85714393, filed on August 27, 2012. The second is for the standard character mark “The
Joint We’ve Got Your Back”, serial number 85694207, filed on August 2, 2012. All required affidavits have been filed.


 


There are no agreements
currently in effect that significantly limit the Company’s right to use or license the use of the Proprietary Marks in a
manner material to the franchise. The logo is part of the Company’s Proprietary Marks. With respect to the Marks, there are
currently no effective material determinations of the UPSTO, the Trademark Trial and Appeal Board, or any state trademark administrator
or court, or any pending infringement, opposition, or cancellation proceeding.


 


The Company will indemnify
against or reimburse for expenses you incur in defending claims of infringement or unfair competition arising out of your use of
the Proprietary Marks. You are required to notify the Company immediately when you become aware of the use, or claim of right to,
a Proprietary Mark identical or confusingly similar to our Proprietary Marks. If litigation involving the Proprietary Marks is
instituted or threatened against you, you must notify the Company promptly and cooperate fully with the Company in defending or
settling the litigation. The Company, at its option, may defend and control the defense of any proceeding relating to any Proprietary
Marks.


 


The Company has no
actual knowledge of either superior prior rights or infringing uses that could materially affect a Franchise Owner’s use
of the Proprietary Marks in any state.


 


The Joint RD FDD – 2013




    	26



    	 



    

 


ITEM 14


 


PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION


 


Patents Rights


 


The Company owns no
rights in or to any patents that are material to the franchise.


 


Copyrights


 


The Company claims
a copyright and treats the information in the Manuals as confidential trade secrets, but you are permitted to use the material
as part of your Franchised Business.


 


Confidential Operations Manuals


 


Under
the Regional Developer Agreement, you must operate the Franchised Business in accordance with the standards, methods, policies,
and procedures specified in the Manual for RDs. You will be loaned a copy of the Manual for RDs and Manual for Locations for the
term of the Regional Developer Agreement, when you have completed the initial training program to our satisfaction. You must operate
your Regional Developer franchise strictly in accordance with the Manual for RDs, as it may be revised by the Company from time
to time. You must at all times, treat the Manuals and the information in them, as well as any other materials created for or approved
by use for the operation of your Franchised Business, as confidential, as required by the Regional Developer Agreement. You must
use all reasonable efforts to maintain this information as secret and confidential. You must not copy, duplicate, record or otherwise
make them available to any unauthorized person. The Manuals will remain our sole property
and must be returned in the event that you cease to be a Regional Developer franchise owner.


 


We may from time to
time revise the contents of the Manual for RDs and Manual for Locations, and you must comply with each new or changed provision
in the Manual for RDs. You must ensure that our Manuals are kept current at all times. In the event of any dispute as to the contents
of the Manual for RDs, the terms of the master copies maintained by us at Company’s home office will be controlling.


 


Confidential Information


 


The Regional Developer
requires you to maintain all Confidential Information of the Company as confidential both during and after the term of the Agreement.
“Confidential Information” includes all information, data, techniques and know-how designated or treated by the Company
as confidential and includes the Manuals. You may not at any time disclose, copy or use any Confidential Information except as
specifically authorized by the Company. Under the Agreement, you agree that all information, data, techniques and know-how developed
or assembled by you or your employees or agents during the term of the Regional Developer Agreement and relating to the System
will be deemed a part of the Confidential Information protected under the Regional Developer Agreement. See Item 15 below concerning
your obligation to obtain confidentiality and non-competition agreements from persons involved in the Franchised Business.


 


The Joint RD FDD – 2013




    	27



    	 



    

 


ITEM 15


 


OBLIGATION TO PARTICIPATE IN THE


ACTUAL OPERATION OF THE FRANCHISED BUSINESS


 


You must personally
participate in the direct operation of your Regional Developer franchise. If you do not personally participate in the direct operation
of your franchise on a full-time basis, then you are obligated to have a fully trained Manager operate the franchise. While we
do not require that your Manager have an equity interest in the franchise, we believe that only a person with an equity interest
can adequately ensure that our standards of quality and competence are maintained. The Regional Developer Agreement requires that
you be directly involved in the day-to-day operations and utilize your best efforts to promote and enhance the performance of the
Franchised Business. While in most cases Franchise Owners will seek additional assistance for the labor-intensive portions of the
business, we have built our reputation on Franchise Owner participation and believe it is crucial for continued success.


 


Any Manager you employ
at the launching of your franchise operations must complete the initial management-training course required by the Company. All
subsequent Managers must be trained fully according to our standards by either the Franchise Owner or the Company. However, the
Company may charge a fee for this additional training. See Item 6 and the Manual for RDs for details.


 


Each individual who
holds an ownership interest in the Franchise Owner must personally guarantee all of the obligations of the Franchise Owner under
the Regional Development Agreement. (See Exhibit 4 to the Regional Developer Agreement - Owner’s Guaranty and Assumption
of Obligations)


 


At the Company’s
request, you must obtain and deliver executed covenants of confidentiality and non-competition from any persons who have or may
have an ownership interest in the Franchise Owner or in the franchise, or who receive or have access to training and other confidential
information under the System. The covenants must be in a form satisfactory to us, and must provide that we are a third party beneficiary
of, and have the independent right to enforce the covenants.


 


The Joint RD FDD – 2013




    	28



    	 



    

 


ITEM 16


 


RESTRICTIONS ON WHAT THE FRANCHISEE MAY
SELL


 


You must operate the
Franchised Business in strict conformity with all prescribed methods, procedures, policies, standards, and specifications of the
System, as set forth in the Manual for RDs and in other writings by the Company from time to time. You must use your Regional Developer
franchise sales office only for the operation of the Franchised Business and may not operate any other business at or from such
office without the express prior written consent of the Company.


 


The Company requires
you to offer and sell only those goods and services that the Company has approved. The Company maintains a written list of approved
goods and services in its Manual for RDs, which the Company may change from time to time (see Item 11 in this Disclosure Document).


 


You must offer all
goods and services that the company designates as required for all franchises. In addition, the Company may require you to comply
with other requirements (such as state or local licenses, training, marketing, insurance) before the Company will allow you to
offer certain optional services.


 


We reserve the right
to designate additional required or optional services in the future and to withdraw any of our previous approvals. In that case,
you must comply with the new requirements. There are no express limitations on our right to designate additional or operational
services; however, such services will be reasonably related to our franchise system or model.


 


See Items 8, 9, 11
and 12 for more information about your obligations and restrictions.


 


The Joint RD FDD – 2013




    	29



    	 



    

 


ITEM 17


 


RENEWAL, TERMINATION, TRANSFER


AND DISPUTE RESOLUTION


 


THE FRANCHISE RELATIONSHIP


 


This table lists
important provisions of the Regional Developer Agreement. You should read these provisions in the agreements attached to this Disclosure
Document.


 


	

 Provision	 	
        Section in Regional

        Developer

        Agreement
	 	Summary
	 	 	 	 	 
	a.   Length of the term of the franchise	 	Section 4	 	10 years, subject our option to repurchase your Regional Developer franchise after three (3) full years.
	 	 	 	 	 
	b.   Renewal or extension of the term	 	Section 4	 	Your renewal rights permit you to remain a Regional Developer after the initial term of your Regional Developer expires.  If you wish to do so, and you satisfy the required pre-conditions to renewal, we will offer you the right to one (1) renewal term of 10 years.  
	 	 	 	 	 
	c.   Requirements for you to renew or extend	 	Section 4	 	You must: have substantially complied with Regional Developer Agreement; give notice of intent to renew; sign new Regional Developer Agreement in our then current form which may include terms and conditions materially different from those in the original Regional Developer Agreement, including (e.g., no further renewals, higher royalty fees, etc.; sign general release of claims against us and related parties (see Exhibit G); pay the applicable renewal fee (see Item 6); cure any defaults; and pay all amounts owed to us.
	 	 	 	 	 
	d.   Termination by you	 	No provision	 	You may terminate the Regional Developer Agreement on any grounds available at law.  
	 	 	 	 	 
	e.   Termination by us without cause	 	No provision	 	Not applicable.
	 	 	 	 	 
	f.   Termination by us with cause	 	Section 13.1	 	Only upon written notice to you.
	 	 	 	 	 
	g.   "Cause" defined – curable defaults 	 	Section 13.1	 	You do not pay us amounts due within 10 days after written notice; or you do not comply with any other provision of the Regional Developer Agreement within 30 days after written notice of default.


 


The Joint RD FDD – 2013




    	30



    	 



    

 


THE FRANCHISE RELATIONSHIP


 


This table lists
important provisions of the Regional Developer Agreement. You should read these provisions in the agreements attached to this Disclosure
Document.


 


	

 Provision	 	
        Section in Regional

        Developer

        Agreement
	 	Summary
	 	 	 	 	 
	h.  "Cause" defined – defaults which cannot be cured	 	Section 13.1	 	You make an unauthorized transfer; you fail to meet your minimum development obligation for any development period; you make material misrepresentation or omission in acquiring or operating the franchise; you do not satisfactorily complete initial training; you are convicted of or plead guilty to a felony; you fail to maintain required insurance; you engage in dishonest, unethical, or illegal conduct, or any conduct that we believe adversely affects the reputation of us, our franchises, or goodwill of the Marks; you knowingly make unauthorized use or disclosure of the Manuals or Confidential Information; you fail on 2 or more occasions in any 12-month period or 3 or more separate occasions in any 24-month period to timely pay amounts due or submit required reports, or comply with the Regional Developer Agreement; you become insolvent, or make an assignment for the benefit of creditors; or any attachment or seizure of the franchise assets is not vacated within 30 days.  
	 	 	 	 	 
	i.   Your obligations on termination/non-renewal	 	Section 13.2	 	You must cease using our Marks and Confidential Information; cease identifying yourself as our franchisee; cancel fictitious or assumed names related to your use of the Marks; deliver to us within 30 days all advertising, forms, and other materials containing the Marks or related to the franchise; notify search engines of termination and your right to use domain names, websites, or other search engines related to the Marks or our franchises; and provide us with evidence of your compliance with the above obligations within 30 days of termination.
	 	 	 	 	 
	j.   Assignment of contract by us	 	Section 11.1	 	Fully transferable by us.
	 	 	 	 	 
	k.   “Transfer” by you - defined	 	Section 11.2(b)	 	Transfer includes: any voluntary, involuntary, direct or indirect assignment, sale, or gift of the franchise; transfer of ownership, merger, exchange, issuance of additional ownership interests, redemption of ownership interests, or sale of exchange of voting interests in you (if you are a legal entity); transfer of interest in the Regional Developer Agreement, you, the franchise, or its assets because of divorce, insolvency or dissolution, or operation of law; transfer because of the death of you or an owner of you; or any pledge of the Regional Developer Agreement or ownership interest in you.


 


The Joint RD FDD – 2013




    	31



    	 



    

 


THE FRANCHISE RELATIONSHIP


 


This table lists
important provisions of the Regional Developer Agreement. You should read these provisions in the agreements attached to this Disclosure
Document.


 


	

 Provision	 	
        Section in Regional

        Developer

        Agreement
	 	Summary
	 	 	 	 	 
	l.   Franchisor approval of transfer by franchisee.	 	Section 11.2(b)	 	Any assignment or transfer without our approval is a breach of this Agreement and has no effect.
	 	 	 	 	 
	m.  Conditions for our approval of transfer by you	 	Section 11.3 and 11.4	 	You must pay all amounts owed to us; new owner assumes your obligations; new owner, its affiliates, and its owners do not have any interest in or work for a competitive business; new owner completes or agrees to complete initial training; new owners signs our then-current Regional Developer Agreement and ancillary agreements; new owner has strictly complied with obligations to us and is not in default of those obligations; you pay us a transfer fee (see Item 6); you sign a transfer release (see Exhibit H); you do not identify yourself as current or former franchisee of ours, or use any Mark.  You may transfer the franchise and its assets to a newly formed legal entity principally controlled by you and your principals if the new entity operates the franchise and complies with the Regional Developer Agreement, and you provide information about the transfer to us and the entities owners.   
	 	 	 	 	 
	n.   Our right of first refusal to acquire your business	 	Section 11.6	 	We have 15 days to match any offer.
	 	 	 	 	 
	o.   Our option to purchase your business	 	No provision	 	None
	 	 	 	 	 
	p.   Your death or disability	 	Section 11.5	 	Executor, administrator, or other representative must transfer interest of franchisee or owner within 9 months of your or an owner’s death or disability.  All transfers are subject to provisions in Regional Developer Agreement regulating transfers.
	 	 	 	 	 
	q.   Non-competition covenants during the term of the franchise	 	Section 12.1	 	Neither you, your principals, nor any immediate family members of you or them may perform services for or have any interest in any competitive business.




 


The Joint RD FDD – 2013




    	32



    	 



    

 


THE FRANCHISE RELATIONSHIP


 


This table lists
important provisions of the Regional Developer Agreement. You should read these provisions in the agreements attached to this Disclosure
Document.


 


	

 Provision	 	
        Section in Regional

        Developer

        Agreement
	 	Summary
	 	 	 	 	 
	r.   Non-competition covenants after the franchise is terminated or expires	 	Section 12.2	 	Neither you, your principals, nor any immediate family members of you or them may perform services for or have any interest in any competitive business within the Development Area, the Development Area of any other Regional Developer, or within 25 miles of any Location franchise, for 18 months.
	 	 	 	 	 
	s.   Modification of the agreement	 	Section 15.11	 	No modifications unless you and we both sign; we may amend Manual for RDs at any time.
	 	 	 	 	 
	t.   Integration/merger clause	 	Section 15.11	 	The Regional Developer Agreement supersedes all prior agreements, representations, and promises.  However, nothing in the Regional Developer Agreement will have the effect of modifying or limiting the representations made in this Disclosure Document or any of its attachments or addenda.  
	 	 	 	 	 
	u.   Dispute resolution by arbitration or mediation	 	Section 14	 	Except for certain claims, you and we must arbitrate all disputes in Maricopa County, Arizona (subject to state law).
	 	 	 	 	 
	v.   Choice of forum	 	Section 15.8	 	Maricopa County, Arizona (subject to state law).
	 	 	 	 	 
	w.   Choice of law	 	Section 15.7	 	Arizona law governs, except for matters regulated by the United States Trademark Act (subject to state law).







 


 


Additional Information


 


These states have statutes
that may supersede the Regional Developer Agreement in your relationship with the Company including the areas of termination and
renewal of your franchise:


 


Arkansas - Stat.
Sec. 70-807; California - Bus. & Prof. Code Sections 20000-20043; Connecticut -Gen. Stat. Section 42-133e et seq.; Delaware
- Code, tit.; Hawaii - Rev. Stat. Section 482E-1; Illinois - Rev. State Chapter 121 1/2, par. 1719-1720; Indiana - Stat. Section
23-2-2.7; Iowa - Code Sections 532H.1-523H.17; Georgia - Stat. Section 19.854(27); Minnesota - Stat. Section 80C.14; Mississippi
- Code Section 75-24-51; Missouri - Stat. Section 407.400; Nebraska - Rev. Stat. Section 87-401; New Jersey - Stat. Section 56:10-1;
South Dakota - Codified Laws Section 37-5A-51; Virginia - Code 13.1-557-574 - 13.1-564; Washington - Code Section 19.100.180; Wisconsin
- Stat. Section 135.03.


 


See Exhibit J for a
list of state-specific disclosures and requirements.


 


The Joint RD FDD – 2013



    	33



    	 



    






ITEM 18


 


PUBLIC FIGURES


 


We do not use any public
figure to promote the Regional Developer franchise. You have no right to use the name of any public figure for purposes of promotional
efforts, advertising or endorsements, except with our prior written consent. No public figure has any investment in the System
or us.


 


The Joint RD FDD – 2013




    	34



    	 



    

 


ITEM 19


 


FINANCIAL PERFORMANCE REPRESENTATIONS


 


The FTC’s Franchise
Rule permits a franchisor to provide information about the actual or potential financial performance of its franchised and/or franchisor-owned
outlets, if there is a reasonable basis for the information, and if the information is included in the Disclosure Document. Financial
performance information that differs from that included in Item 19 may be given only if: (1) a franchisor provides the actual records
of an existing outlet you are considering buying; or (2) a franchisor supplements the information provided in this Item 19, for
example by providing information about possible performance at a particular location or under particular circumstances.


 


We do not make any
representations about a franchisee’s future financial performance or the past financial performance of company-owned or franchised
outlets. We also do not authorize our employees or representatives to make such representations either orally or in writing. If
you are purchasing an existing outlet, however, we may provide you with the actual records of that outlet. If you receive any other
financial performance information or projections of your future income, you should report it to our management by contacting us,
Chad Everts, The Joint Corp., 9383 E. Bahia Drive, Suite 100, Scottsdale, AZ 85260, telephone (480) 245-5960, the Federal Trade
Commission, and any appropriate state regulatory agencies.


 


The Joint RD FDD – 2013




    	35



    	 



    

 


ITEM 20


 


OUTLETS AND FRANCHISEE
INFORMATION


(Regional Developers)


 


Table No. 1


Systemwide Outlet Summary


For Years 2010 to 2012


 


	Outlet Type	 	Year	 	Outlets at the 
Start of the Year	 	Outlets at the End 
of the Year	 	Net Change
	Franchised
	 	2010	 	0	 	0	 	0
	 	 	2011	 	0	 	7	 	+7
	 	 	2012	 	7	 	16	 	+9
	Company-Owned	 	2010	 	0	 	0	 	0
	 	 	2011	 	0	 	0	 	0
	 	 	2012	 	0	 	0	 	0
	Total Outlets	 	2010	 	0	 	0	 	0
	 	 	2011	 	0	 	7	 	+7
	 	 	2012	 	7	 	16	 	+9



 


Table No. 2


Transfers of Outlets From Franchises
to New Owners


(Other than the Franchisor)


For Years 2010 to 2012


 


	State(s)	 	Year	 	Number of Transfers
	Salt Lake City, UT/	 	2010	 	0
	Reno, NV/ Boise Idaho	 	2011	 	0
	Territory	 	2012	 	1
	Total	 	2010	 	0
	 	 	2011	 	0
	 	 	2012	 	1



 


The Joint RD FDD – 2013




    	36



    	 



    

 


Table No. 3


Status of Franchised Outlets*


For Years 2010 to 2013


 


	State	 	Year	 	Outlets 
at Start 
of Year	 	Outlets 
Opened	 	Termina- 
tions	 	Non- 
Renewals	 	Reacquired 
by 
Franchisor	 	Ceased 
Operations 
– Other 
Reasons	 	Outlets at End 
of Year
	California –	 	2010	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	Los Angeles	 	2011	 	0	 	1	 	0	 	0	 	0	 	0	 	1
	County	 	2012	 	1	 	0	 	0	 	0	 	0	 	0	 	1
	California –	 	2010	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	Orange/ San	 	2011	 	0	 	1	 	0	 	0	 	0	 	0	 	1
	Diego Counties	 	2012	 	1	 	0	 	0	 	0	 	0	 	0	 	1
	Inland Empire	 	2010	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	California/ Las	 	2011	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	Vegas, Nevada	 	2012	 	0	 	1	 	0	 	0	 	0	 	0	 	1
	Colorado –	 	2010	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	Denver	 	2011	 	0	 	1	 	0	 	0	 	0	 	0	 	1
	 	 	2012	 	1	 	0	 	0	 	0	 	0	 	0	 	1
	Tampa and	 	2010	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	Sarasota,	 	2011	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	Florida	 	2012	 	0	 	1	 	0	 	0	 	0	 	0	 	1
	Atlanta,	 	2010	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	Georgia	 	2011	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	 	 	2012	 	0	 	1	 	0	 	0	 	0	 	0	 	1
	Idaho, Nevada	 	2010	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	and Utah	 	2011	 	0	 	1	 	0	 	0	 	0	 	0	 	1
	 	 	2012	 	1	 	0	 	0	 	0	 	0	 	0	 	1
	 	 	2010	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	Louisiana	 	2011	 	0	 	1	 	0	 	0	 	0	 	0	 	1
	 	 	2012	 	1	 	0	 	0	 	0	 	0	 	0	 	1
	 	 	2010	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	Minnesota	 	2011	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	 	 	2012	 	0	 	1	 	0	 	0	 	0	 	0	 	1
	 	 	2010	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	Missouri	 	2011	 	0	 	1	 	0	 	0	 	0	 	0	 	1
	 	 	2012	 	1	 	0	 	0	 	0	 	0	 	0	 	1
	 	 	2010	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	New Jersey	 	2011	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	 	 	2012	 	0	 	1	 	0	 	0	 	0	 	0	 	1
	 	 	2010	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	New York	 	2011	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	 	 	2012	 	0	 	1	 	0	 	0	 	0	 	0	 	1



 


The Joint RD FDD – 2013




    	37



    	 



    

 


	State	 	Year	 	Outlets 
at Start 
of Year	 	Outlets 
Opened	 	Termina- 
tions	 	Non- 
Renewals	 	Reacquired 
by 
Franchisor	 	Ceased 
Operations 
– Other 
Reasons	 	Outlets at End 
of Year
	 	 	2010	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	North Carolina	 	2011	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	 	 	2012	 	0	 	1	 	0	 	0	 	0	 	0	 	1
	Savannah,	 	2010	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	GA/Augusta,	 	2011	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	South Carolina	 	2012	 	0	 	1	 	0	 	0	 	0	 	0	 	1
	 	 	2010	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	Texas	 	2011	 	0	 	1	 	0	 	0	 	0	 	0	 	1
	 	 	2012	 	1	 	0	 	0	 	0	 	0	 	0	 	1
	Seattle,	 	2010	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	Washington	 	2011	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	 	 	2012	 	0	 	1	 	0	 	0	 	0	 	0	 	1
	 	 	2010	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	Total	 	2011	 	0	 	7	 	0	 	0	 	0	 	0	 	7
	 	 	2012	 	7	 	9	 	0	 	0	 	0	 	0	 	16



 


Table No. 4


Status of Company-Owned Outlets For


For Years 2010 to 2013


 


	State	 	Year	 	Outlets 
at Start 
of Year	 	Outlets 
Opened	 	Termina- 
tions	 	Non- 
Renewals	 	Reacquired 
by 
Franchisor	 	Ceased 
Operations 
– Other 
Reasons	 	Outlets at 
End of Year
	 	 	2010	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	All States	 	2011	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	 	 	2012	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	 	 	2010	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	Total	 	2011	 	0	 	0	 	0	 	0	 	0	 	0	 	0
	 	 	2012	 	0	 	0	 	0	 	0	 	0	 	0	 	0



 


The Joint RD FDD – 2013




    	38



    	 



    

 


Table No. 5


Projected Openings
for 2013


 


	State	 	Regional 
Developer 
Agreements 
Signed But 
Outlets Not 
Opened	 	Projected New 
Franchised Outlets 
in the Current Fiscal 
Year 2013	 	Projected New Company-Owned Outlets in the 
Current Fiscal Year 2012
	Michigan	 	0	 	1	 	0
	All Other States	 	0	 	0	 	0
	Total	 	0	 	1	 	0



 


Exhibit F lists the
names of all of our operating Regional Developer franchisees and their addresses and telephone numbers as of December 31, 2012.
Exhibit F lists the Regional Developer franchisees who have signed Regional Developer Agreements for development areas which were
not yet operational as of December 31, 2012, and also lists the name, city and state, and business telephone number (or, if unknown,
the last known home telephone number) of every Regional Developer franchisee who had an outlet terminated, cancelled, not renewed,
or otherwise voluntarily or involuntarily ceased to do business under a Regional Developer during the most recently completed fiscal
year, or who has not communicated with us within 10 weeks of the issuance date of this disclosure document.  If you buy
this franchise, your contact information may be disclosed to other buyers when you leave the franchise system.


 


None of our Regional Developer franchisees
have signed confidentiality clauses with us during the last three years which would restrict their ability to speak openly about
their experience with us.


 


The Joint RD FDD – 2013




    	39



    	 



    

 


ITEM 21


FINANCIAL STATEMENTS


 


Attached to this Disclosure
Document as Exhibit D are: 1) our consolidated audited Financial Statements, for the years ending December 31, 2012 and 2011; and
2) our consolidated audited Financial Statements for the years ending December 31, 2011 and 2010.


 


The Joint RD FDD – 2013




    	40



    	 



    

 


ITEM 22


 


CONTRACTS


 


		·	Regional Developer Agreement with state specific addenda (Exhibit B)



 


		·	Owner’s Guaranty and Assumption of Obligations (Exhibit 4 to Regional Developer Agreement)



 


		·	General Release (Exhibit G)



 


		·	Transfer Agreement (Exhibit H)



 


The Joint RD FDD – 2013




    	41



    	 



    

 


ITEM 23


 


RECEIPTS


 


Exhibit J includes
Receipts acknowledging that you received this Disclosure Document. Please return one Receipt to us and retain the other for your
records. If you are missing these Receipts, please contact us at this address or telephone number:


 


The Joint Corp.


9383 East Bahia Drive, Suite 100


Scottsdale, Arizona 85260


Telephone (480) 245-5960


www.thejoint.com


 


The Joint RD FDD – 2013




    	42



    	 



    

 


Exhibit
A


 


STATE ADMINISTRATORS/AGENTS FOR SERVICE
OF PROCESS


 


The Joint RD FDD - 2013 – Exhibit A




    	1



    	 



    

 


STATE ADMINISTRATORS/AGENTS FOR SERVICE
OF PROCESS


 


Following is information
about our agents for service of process, as well as state agencies and administrators whom you may wish to contact with questions
about The Joint Corp.


 


Our agent for service of process in the
State of Delaware is:


 


THE CORPORATION TRUST COMPANY


CORPORATION TRUST CENTER, 1209 ORANGE STREET


WILMINGTON, DE 19801


 


We intend to register
the franchises described in this Disclosure Document in some or all of the following states in accordance with applicable state
law. If and when we pursue franchise registration (or otherwise comply with the franchise investment laws) in these states, we
will designate the designated state offices or officials as our agents for service of process in those states:


 


	State	 	State Agency	 	Agent for Service of Process
	 	 	 	 	 
	CALIFORNIA	 	
        Commissioner of Corporations

        Department of Corporations

        Suite 750

        320 West 4th Street

        Los Angeles, CA 90013

        (213) 576-7505
	 	
        California Commissioner of Corporations

        Department of Corporations

        Suite 750

        320 West 4th Street

        Los Angeles, CA 90013

        (213) 576-7505

	 	 	 	 	 
	HAWAII	 	
        Business Registration Division

        Department of Commerce and

        Consumer Affairs335 Merchant Street, Room 203

        Honolulu, Hawaii 96813

        (808) 586-2722

         
	 	
        Commissioner of Securities of the Department of Commerce
        and Consumer Affairs

        335 Merchant Street, Room 203

        Honolulu, Hawaii 96813

         

	 	 	 	 	 
	ILLINOIS	 	
        Office of Attorney General

        Franchise Division

        500 South Second Street

        Springfield, IL 62706

        (217) 782-4465
	 	
        Illinois Attorney General

        Franchise Division

        500 South Second Street

        Springfield, IL 62706

	 	 	 	 	 
	INDIANA	 	
        Indiana Secretary of State Securities Division

        Room E-1 11

        302 West Washington Street Indianapolis, IN 46204

        (317) 232-6681
	 	
        Indiana Secretary of State

        State Securities Division

        Room E-1 11

        302 West Washington Street

        Indianapolis, IN 46204

         



 


The Joint RD FDD - 2013 – Exhibit A




    	2



    	 



    

 


	MARYLAND



	 	Office of the Attorney General Division of Securities


200 St. Paul Place


Baltimore, MD 21202-2020

(410) 576-6360



	 	Maryland Securities Commissioner


200 St. Paul Place


Baltimore, MD 21202-2020




	 	 	 	 	 
	MICHIGAN	 	
        Michigan Department of Attorney General Consumer
        Protection Division

        Antitrust and Franchise Unit

        670 Law Building

        Lansing, MI 48913

        (517) 373-7117
	 	
        Michigan Department of Commerce, Corporations and
        Securities Bureau

        Antitrust and Franchise Unit

        670 Law Building

        Lansing, MI 48913

         

	 	 	 	 	 
	MINNESOTA	 	
        Minnesota Department of Commerce

        85 7th Place East, Suite 500

        St. Paul, MN 55101-2198

        (651) 296-4026
	 	
        Minnesota Commissioner of Commerce

        85 7th Place East

        Suite 500

        St. Paul, MN 55101-2198

         

	 	 	 	 	 
	NEW YORK	 	
        New York State Department of Law Bureau of Investor
        Protection

        and Securities

        120 Broadway, 23rd Floor

        New York, NY 10271

        (212) 416-8211
	 	
        Secretary of State of the State of New York

        41 State Street

        Albany, New York 11231 and

        United Corporate Services, Inc.

        10 Bank Street, Suite 560

        White Plains, NY 10606

	 	 	 	 	 
	NORTH DAKOTA	 	
        Office of Securities Commissioner

        Fifth Floor

        600 East Boulevard

        Bismarck, ND 58505-0510

        (701) 328-4712
	 	
        North Dakota Securities Commissioner

        Fifth Floor

        600 East Boulevard

        Bismarck, ND 58505-0510

         

	 	 	 	 	 
	RHODE ISLAND	 	
        Department of Business Regulation Division of Securities1511
        Pontiac Avenue

        Cranston, RI 02920

        (401) 462-9527

         
	 	
        Director of Rhode Island Department of Business Regulation
        Floor Division of Securities

        1511 Pontiac Avenue

        Cranston, RI 02920

         

	 	 	 	 	 
	SOUTH DAKOTA	 	
        Department of Revenue and Regulation

        Division of Securities

        445 East Capitol

        Pierre, SD 57501

        (605) 773-4823
	 	
        Director of South Dakota Division of Securities

        445 East Capitol

        Pierre, SD 57502

         



 


 


The Joint RD FDD - 2013 – Exhibit A




    	3



    	 



    

 


	VIRGINIA	 	
        State Corporation
        Commission

        Division
        of Securities and Retail Franchising

        1300 East Main Street, 9th Floor

        Richmond, VA 23219

        (804) 371-9051
	 	
        Clerk of State Corporation Commission

        1300 East Main Street, 1st Floor

        Richmond, VA 23219

        And United Corporate Services, Inc.

        700 East Main Street, Suite 1700

        Richmond, VA 23218

	 	 	 	 	 
	WASHINGTON	 	
        Department of Financial Institutions

        Securities Division

        150 Israel Road

        Tumwater, Washington 98501

        (360) 902-8760
	 	
        Director of Washington Financial Institutions

        Securities Division

        150 Israel Road

        Tumwater, Washington 98501

         

         

	 	 	 	 	 
	WISCONSIN	 	
        Wisconsin Securities Commissioner

        Securities and Franchise Registration

        345 W. Washington Avenue

        Madison, WI 53703

        (608) 266-8559
	 	
        Commissioner of Securities of Wisconsin

        Securities and Franchise

        Registration

        345 W. Washington Avenue

        Madison, WI 53703

         



 


The Joint RD FDD - 2013 – Exhibit A




    	4



    	 



    

 


Exhibit
B


 


REGIONAL DEVELOPER AGREEMENT


 


The Joint RD FDD – Exhibit B – RD Agreement




    	 



    	 



    

 


THE JOINT CORP.


 


REGIONAL DEVELOPER AGREEMENT


 


	 	 
	 	 
	 	 
	 	Date of Agreement


 


The Joint RD FDD – Exhibit B – RD Agreement




    	 



    	 



    

 


TABLE OF CONTENTS 


 


	SECTION	 	PAGE
	 	 	 	 
	1.	GRANT OF RIGHTS	 	1
	2.	REGIONAL DEVELOPER’S DEVELOPMENT OBLIGATION	 	2
	2.1	Minimum Development Obligations and Development
Schedule	 	2
	2.2	Regional Developer Sales Office and Opening	 	2
	3.	EXCLUSIVITY	 	2
	3.1	Territorial Rights	 	2
	3.2	Rights Maintained by Company	 	2
	4.	TERM	 	3
	5.	ADDITIONAL OBLIGATIONS OF COMPANY AND REGIONAL DEVELOPER	 	4
	5.1	Regional Developer Training	 	4
	5.2	Regional Developer Manual	 	4
	5.3	General Guidance	 	5
	5.4	Franchise Registration and Disclosure	 	5
	5.5	Investigation and Qualification of Prospective
Franchisees	 	5
	5.6	Training and Support	 	6
	5.7	Inspection of Franchises and Operations	 	6
	5.8	Marketing and Promotion	 	6
	6.	OPERATING STANDARDS	 	7
	6.1	Standard of Service	 	7
	6.2	Compliance with Laws and Good Business Practices	 	7
	6.3	Accuracy of Information	 	7
	6.4	Notification of Litigation	 	7
	6.5	Insurance	 	7
	6.6	Proof of Insurance Coverage	 	8
	6.7	Advertising Requirement and Cooperatives	 	8
	6.8	Approval of Advertising.	 	9
	6.9	Websites	 	9
	6.10	Accounting, Bookkeeping and Records	 	9
	6.11	Reports	 	10
	6.12	Computer Systems	 	10
	7.	DEVELOPMENT FEE	 	11
	8.	PAYMENTS TO REGIONAL DEVELOPER	 	11
	8.1	Initial Fee Commission and Conditions of Payment	 	11
	8.2	Commissions on Royalty Fees	 	11
	8.3	Commissions After Termination	 	11
	8.4	Application of Payments	 	12
	8.5	Setoffs	 	12
	9.	MARKS	 	12
	9.1	Ownership and Goodwill of Marks	 	12
	9.2	Limitations on Regional Developer’s Use of Marks	 	12
	9.3	Notification of Infringements and Claims	 	12
	9.4	Discontinuance of Use of Marks	 	13


 




    	i



    	 



    

 


	9.5	Indemnification For Use of Marks	 	13
	10.	CONFIDENTIAL INFORMATION	 	13
	11.	ASSIGNABILITY	 	14
	11.1	Assignability by Company	 	14
	11.2	Assignments by Regional Developer	 	15
	11.3	Conditions for Approval of Assignment or Transfer	 	16
	11.4	Assignment to Entity Principally Controlled By You	 	17
	11.5	Death or Disability	 	18
	11.6	Company’s Right of First Refusal	 	18
	11.7	Ownership Structure	 	19
	12.	NON-COMPETITION	 	19
	12.1	In Term	 	19
	12.2	Post-Term	 	19
	13.	TERMINATION	 	19
	13.1	Termination by Company	 	19
	13.2	Rights and Obligations Upon Termination or Expiration	 	21
	13.3	Termination Fee	 	21
	14.	Mediation and
ARBITRATION	 	22
	15.	GENERAL CONDITIONS AND PROVISIONS	 	22
	15.1	Relationship of Regional Developer to Company	 	22
	15.2	Indemnification	 	23
	15.3	Waiver and Delay	 	23
	15.4	Survival of Covenants	 	23
	15.5	Successors and Assigns	 	23
	15.6	Joint and Several Liability	 	23
	15.7	Governing Law	 	23
	15.8	Consent to Jurisdiction	 	24
	15.9	Waiver of Punitive Damages and Jury Trial.	 	24
	15.10	Limitation of Claims	 	24
	15.11	Entire Agreement	 	24
	15.12	Title for Convenience	 	24
	15.13	Gender	 	24
	15.14	Severability	 	25
	15.15	Fees and Expenses	 	25
	15.16	Notices	 	25
	15.17	Time of Essence	 	26
	15.18	Lien and Security Interest	 	26
	16.	SUBMISSION OF AGREEMENT	 	26
	17.	ACKNOWLEDGMENTS	 	26


 


	EXHIBIT 1	DEVELOPMENT AREA	 
	EXHIBIT 2	MINIMUM DEVELOPMENT OBLIGATIONS	 
	EXHIBIT 3	OWNERSHIP STRUCTURE	 
	EXHIBIT 4	OWNER'S GUARANTY AND ASSUMPTION OF OBLIGATIONS	 
	EXHIBIT 5	STATE-SPECIFIC ADDENDA	 


 




    	ii



    	 



    

 


REGIONAL
DEVELOPER AGREEMENT


 


THIS REGIONAL DEVELOPER
AGREEMENT (the “Agreement”) is made and entered into this _______ day of _____________, 201_______, (the “Effective
Date”), by and between THE JOINT CORP., a Delaware corporation (“Company”, “we”, “us”
or “our”), and ______________________________________ corporation/limited company/partnership (Circle One) (“Regional
Developer”), with reference to the following facts:


 


		A.	We and our affiliates have designed and developed valuable and proprietary formats and systems
for the development and operation of businesses operating single location franchises (“Location franchises” or “Franchises”).
These Franchises offer affordable, convenient and accessible chiropractic care to the general public.



 


		B.	We have developed and use, promote and license certain trademarks, service marks and other commercial
symbols in operating our franchises, including “The Joint...The Chiropractic PlaceTM”, and we may create,
use and license other trademarks, service marks and commercial symbols for use in operating our franchises (collectively, the “Marks”).



 


		C.	We offer franchisees the right to own and operate a Franchise offering the products and services
we authorize (and only the products and services we authorize) and using our business formats, methods, systems, procedures, signs,
designs and layouts, standards, specifications and Marks, all of which we may improve, further develop and otherwise modify from
time to time (collectively, the “System”).



 


		D.	We seek a Regional Developer who will open and operate, or solicit and assist franchisees in opening
and operating numerous Franchises within the geographic area described in Exhibit 1 (the “Development Area”) , and
for the total number of Franchises authorized for development within the Development Area set forth in Exhibit 1 (the “Development
Rights”).



 


		E.	Regional Developer desires to establish a business (a “Regional Developer Business”)
under which it will solicit, qualify, train and assist franchisees (the “Franchisees”) to build and operate Franchises
in the Development Area, and we desire to grant to Regional Developer the right to operate the Regional Developer Business in accordance
with the terms and upon the conditions contained in this Agreement.



 


WHEREFORE,
IT IS AGREED


 


		1.	GRANT OF RIGHTS.



 


Subject to the terms
of this Agreement, we hereby grant to Regional Developer, and Regional Developer hereby accepts, the rights during the Term to
solicit, screen, qualify for final approval by us, train and assist Franchisees to open and operate, Franchises in the Development
Area.


 


The Joint RD FDD – Exhibit C – RD Agreement




    	1



    	 



    

 


		2.	REGIONAL DEVELOPER’S DEVELOPMENT OBLIGATION.



 


2.1          Minimum
Development Obligation and Development Schedule.


 


(a)          Regional
Developer shall solicit, screen, qualify, train and assist Franchisees to construct, equip, open and operate, within the Development
Area, the total number of Franchises set forth in Exhibit 2 (the “Minimum Development Obligation”), in the manner and
within each of the time periods specified therein (the “Development Schedule”).


 


(b)          Each
Franchise shall be the subject of a separate Franchise Agreement (as defined herein). We and the Franchisee shall enter into our
then current form of franchise agreement (the “Franchise Agreement”).


 


(c)          Franchises
which are the subject of a Franchise Agreement executed pursuant this Agreement, shall be counted in determining whether the Minimum
Development Obligation shall have been met within the applicable Development Periods.


 


(d)          During
the initial Term, if we or you wish to establish additional Franchises within the Development Area over and above the Minimum Development
Obligation, and we have determined, in our sole discretion, that the Development Area can sustain such additional Franchises, you
have the right to purchase such additional Franchises within thirty (30) days of receipt of our written offer or your written request,
as applicable, to purchase such additional Franchises at the price set forth in Exhibit 1. If you decline our offer to purchase,
or fail to pay the amount due for such additional Franchises before the end of the thirty (30) day period, we reserve the right
establish and operate, and/or to grant other persons the right to establish and operate, such additional Franchises within your
Development Area


 


2.2          Regional
Developer Sales Office and Opening. Regional Developer shall establish and operate a franchise sales office (“Regional Developer
Sales Office” or “Sales Office”) within the Development Area. We will not approve or disapprove the location
of the Sales Office. You must open your Regional Developer Business within 45 days after you receive your initial training from
us, or 90 days after signing your Regional Developer Agreement, whichever occurs first.


 


		3.	EXCLUSIVITY.



 


3.1          Territorial
Rights. Except as provided in Section 3.2, as long as this Agreement is in effect, and you are in compliance with this Agreement,
and meet the Minimum Development Obligation set forth in this Agreement, then we and our affiliates will not operate, establish
or grant in your Development Area another Regional Developer franchise offering Franchises.


 


3.2          Rights
Maintained by Company. We (and any affiliates that we might have from time to time) shall at all times have the right to engage
in any activities we deem appropriate that are not expressly prohibited by this Agreement, whenever and wherever we desire, including,
but not limited to:


 


(a)          establish
and operate Franchises and Regional Developer Businesses, and granting right to other persons to establish and operate Franchises
or Regional Developer Businesses, on any terms and conditions we deem appropriate and at any locations other than within your Development
Area;


 


The Joint RD FDD – Exhibit C – RD Agreement




    	2



    	 



    

 


(b)          establish
and operate Franchises and/or grant other persons the right to establish and operate Franchises during the initial Term, to the
extent that such additional Franchises exceed the total number of franchises you are authorized to development within your Development
Area as set forth in Exhibit 1, and you decline to purchase the right to develop such additional Franchises.


 


(c)          acquire
the assets or ownership interest of one or more businesses providing products and services similar to those provided at Franchises,
and franchising, licensing or creating similar arrangements with respect to these businesses once acquired, wherever these businesses
(or the franchisees or licensees of these businesses) are located or operating, including within your Development Area; and


 


(d)          be
acquired (regardless of the form of transaction) by a business providing products and services similar to those provided at Franchises,
or by another business, even if such business operates, franchises and/or licenses competitive businesses within your Development
Area.


 


		4.	TERM.



 


The term of this Agreement
(the “Term”) shall be for a period of ten (10) years commencing on the Effective Date, unless sooner terminated in
accordance with the provisions of Section 13. Regional Developer shall have the right to extend the Term for an additional period
of ten (10) years if (i) Regional Developer has substantially complied with the Minimum Development Obligation and all of the other
terms of this Agreement during the Term; (ii) Regional Developer and all of its owners and their spouses sign our general release
form; (iii) we and Regional Developer mutually agree on a new minimum development obligation for the Development Area for the extension
period; and (iv) Regional Developer has paid a renewal fee equal to twenty-five percent (25%) of the original Development Fee set
forth in Paragraph 7. Under the general release, Regional Developer and its owners and their spouses will waive any and all claims
against us, our affiliates, and our and their owners, officers, directors, employees, agents, successors and assigns. If Regional
Developer wishes to extend the Term, Regional Developer must notify us in writing no more than one hundred eighty (180) days and
no less than ninety (90) days before the Term would otherwise expire.


 


Notwithstanding the
foregoing, any time after three (3) full years from the Effective Date of this Agreement, 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. The formula for repurchasing the Development Area and these rights will be as follows:


 


(a)          $29,000
for each Franchise that is opened under to this Agreement; plus


 


(b)          $7,250
for each Franchise that is unopened under this Agreement.


 


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. Notwithstanding the foregoing, any Franchises that were opened in Regional Developer’s Development Area prior to execution
of this Agreement will be transferred to Company at no cost to Company if Company exercises its repurchase option.


 


Company must notify
Regional Developer in writing of Company’s intent to exercise the option at least thirty (30) days prior to the date such
option shall take effect. Unless the parties agree otherwise, the closing on this repurchase option shall occur within thirty (30)
days of Company’s written notice of intent to exercise the repurchase option. Company and Regional Developer agree to execute
and deliver any and all documents or instruments required to effectuate the repurchase by the Company.


 


The Joint RD FDD – Exhibit C – RD Agreement




    	3



    	 



    

 


		5.	ADDITIONAL OBLIGATIONS OF COMPANY AND REGIONAL DEVELOPER.



 


5.1          Regional
Developer Training. Within forty-five days (45) days after the Effective Date, but no later than thirty (30) days before you open
your Regional Developer franchise for business, we or our designee will provide up to three (3) days of training to Regional Director
on the operation of a Regional Developer Business. This training program may include classroom training and/or hands-on training
and will be conducted at our corporate headquarters in Scottsdale, Arizona, and/or at any other location(s) we designate. Regional
Developer must complete the initial training to our satisfaction and participate in all other activities we require before soliciting
Franchisees in the Development Area. Although we provide this training at no additional cost to Regional Developer, Regional Developer
must pay all travel and living expenses which it and its attendees incur.


 


If we determine that
Regional Developer cannot complete initial training to our satisfaction, we may, at our option, either (1) require Regional Developer
to attend additional training at Regional Developer’s expense (for which we may charge reasonable fees), or (2) terminate
this Agreement.


 


Regional Developer
shall participate in periodic webinars and sales calls scheduled by us for Regional Developer franchises, and attend a national
business meeting or convention of up to three days each year. We may also require Regional Developer to attend up to two (2) additional
or refresher training courses each year at our corporate offices, or another location we designate. We may charge reasonable fees
for these courses, conventions, webinars, sales calls, and programs. Regional Developer is responsible for all travel and living
expenses.


 


5.2          Regional
Developer Manual.


 


(a)          We
shall loan to Regional Developer one (1) copy of our Regional Developer manual (the “Manual for RDs”) and one (1) copy
of our Operations Manual for Location Franchises (“Manual for Locations”) (collectively referred to as the “Manuals”).
Regional Developer shall conduct all business activities in strict accordance with our standard operational methods and procedures
as prescribed from time to time in the Manual for RDs. As used in the Agreement, the term “Manuals” shall be deemed
to include the Manuals so delivered to Regional Developer, all amendments to the Manuals, and all supplemental bulletins, notices
and memoranda which prescribe standard methods or techniques of operation, and which we may from time to time deliver to Regional
Developer.


 


(b)          We
shall have the right to modify or supplement the Manuals. Such modifications and supplements shall be effective and binding on
Regional Developer fifteen (15) days after notice thereof is mailed or otherwise delivered to Regional Developer. Regional Developer
acknowledges and agrees that modifications of and supplements to the Manuals may obligate Regional Developer to invest additional
capital or incur higher operating costs.


 


(c)          The
Manuals are our property and may not be duplicated, copied, disclosed or disseminated in whole or in part in any manner except
with our express prior written consent. Regional Developer shall maintain the confidentiality of the Manuals. Upon the termination
of this Agreement, Regional Developer shall return to us all copies of the Manuals in its possession or control. If Regional Developer’s
copy of the Manuals is lost, destroyed or significantly damaged, Regional Developer agrees to obtain a replacement copy at our
then applicable charge.


 


The Joint RD FDD – Exhibit C – RD Agreement




    	4



    	 



    






 


5.3           General
Guidance. We will provide guidance to Regional Developer in the Manuals and other bulletins or other written materials, by electronic
media, and/or by telephone consultation. If Regional Developer requests and we agree to provide additional or special guidance,
assistance or training, Regional Developer must pay our then applicable charges, including our personnel’s per diem charges
and any travel and living expenses.


 


5.4           Franchise
Registration and Disclosure. Neither Regional Developer nor any representative of Regional Developer shall solicit prospective
Franchisees of Franchises until we have registered our current Franchise Disclosure Document in applicable jurisdictions in the
Development Area and have provided Regional Developer with the requisite documents, or at any time when we notify Regional Developer
that our registration is not then in effect or our documents are not then in compliance with applicable law. If Regional Developer’s
activities pursuant to this Agreement require the preparation, amendment, registration, or filing of information or any disclosure
or other documents, then all requisite disclosure documents, ancillary documents, and registration applications shall be prepared
and filed by us or our designee, and registration secured, before Regional Developer may solicit prospective Franchisees for Franchises.
Costs of such registration applicable to Regional Developer shall be borne by Regional Developer. In particular, Regional Developer
shall:


 


(a)           prepare
and forward to us verified financial statements of Regional Developer in such form and for such periods as shall be designated
by us, including audited financial statements, if necessary and appropriate to comply with applicable legal disclosure, filing
or other legal requirements;


 


(b)           promptly
provide all information reasonably required by us to prepare all requisite disclosure documents and ancillary documents for the
offering of franchises throughout the Development Area; and


 


(c)           execute
all documents required by us for the purpose of registering Regional Developer and us to offer franchises throughout the Development
Area.


 


Regional Developer
agrees to review all information pertaining to Regional Developer prepared to comply with legal requirements for selling franchises
in the Development Area and verify its accuracy if so requested by us. Regional Developer acknowledges that we and our affiliates
and designees shall not be liable to Regional Developer for any errors, omissions or delays which occur in the preparation of such
materials.


 


5.5           Investigation
and Qualification of Prospective Franchisees.


 


(a)           Each
Franchise opened by a Franchisee pursuant to this Agreement shall be the subject of a separate Franchise Agreement with us, upon
our then current form. Regional Developer shall have no right to modify or offer to modify any Franchise Agreement or other contract.


 


(b)           If
we shall approve a Franchisee and a prospective franchise location, Regional Developer shall transmit to such Franchisee for execution
copies of our then-current Franchise Agreement pertaining to the approved site and providing for a protected territory surrounding
said Franchise, as determined by us.


 


The Joint RD FDD – Exhibit C – RD Agreement 




    	5



    	 



    

 


(c)           Regional
Developer shall investigate the qualifications of each prospective Franchisee and the suitability of each prospective franchise
location in the Development Area in accordance with our standards, policies and procedures relating to qualification of Franchisees
then in effect, and shall obtain all information required of prospective Franchisees by us.


 


(d)           After
Regional Developer is satisfied that a prospective Franchisee meets the standards established by us, Regional Developer may recommend
to us the approval of such prospective Franchisee. Regional Developer shall then furnish to us all information relating to the
prospective Franchisee which shall be required by us in the form and manner customarily required by us.


 


(e)           We
may thereafter conduct or obtain such credit reports and background checks on prospective franchisees as we deem necessary or convenient.
We may then approve or disapprove a prospective franchisee for any reason and may seek further information with respect to the
prospective Franchisee. Regional Developer shall cooperate with us in any further investigation of the prospective Franchisee.
If we shall reject a prospective Franchisee, we shall provide Regional Developer with a written explanation of the reasons therefor.


 


(f)            Regional
Developer shall deliver to us a copy of all correspondence with Franchisees which is material to the franchise relationship, concurrently
with its being sent or received by Regional Developer.


 


5.6           Training
and Support. Regional Developer agrees to implement any training programs developed by us for Franchises and to provide such assistance
and services as we shall reasonably request and require from time to time in connection with the construction, equipping and opening
of Franchises within the Development Area, the sourcing of equipment, fixtures, furnishings, inventory and supplies for such Franchises,
the advertising and promotion of such Franchises, and the supervision of the use, and compliance with our quality control standards
in the use of the Marks at such Franchises. All services and assistance provided to Franchisees in connection with the operation
of Franchises located in the Development Area will be provided by Regional Developer and such obligations of Regional Developer
will not be transferred, delegated or subcontracted to any other person.


 


5.7           Inspection
of Franchises and Operations. Regional Developer shall conduct inspections of all of the Franchises in the Development Area, and
of its operations and the review of the operations of all Franchises in the Development Area, in accordance with the standards
from time to time established by us, upon such schedules and according to such procedures as shall be agreed upon by us and Regional
Developer, acting in good faith, but, in any event, at least once during each calendar quarter. Regional Developer shall provide
reports to us with respect to the findings of such inspections, in such form and at such time as we shall require.


 


We reserve the right
to conduct periodic inspections of your Regional Developer Business to ensure that you are in compliance with this Agreement, the
Manual for RDs, standards, and any of our other written directives to you.


 


5.8           Marketing
and Promotion. Regional Developer shall participate in all promotion and marketing activities required by us of our Regional Developers,
as required in the Franchise Agreements, or otherwise.


 


The Joint RD FDD – Exhibit C – RD Agreement




    	6



    	 



    

 


6.             OPERATING
STANDARDS.


 


6.1           Standard
of Service. Regional Developer shall at all times give prompt, courteous and efficient service to Franchises in the Development
Area. Regional Developer shall, in all dealings with Franchisees, prospective Franchisees and the public, adhere to the highest
standards of honesty, integrity, fair dealings and ethical conduct.


 


6.2           Compliance
with Laws and Good Business Practices. Regional Developer shall secure and maintain in force all required licenses, permits and
certificates relating to Regional Developer’s activities under this Agreement and operate in full compliance with all applicable
laws, ordinances and regulations. Regional Developer acknowledges being advised that many jurisdictions have enacted laws concerning
the advertising, sale, renewal and termination of, and continuing relationship between parties to a franchise agreement, including,
without limitation, laws concerning disclosure requirements. Regional Developer agrees promptly to become aware of and to comply
with all such laws and legal requirements in force in the Development Area and to utilize only disclosure documents that we have
approved for use in the applicable jurisdiction.


 


6.3           Accuracy
of Information. Before it solicits any prospective franchisee, Regional Developer shall each time take reasonable steps to confirm
that the information contained in any written materials, agreements and other documents related to the offer or sale of franchises
is true, correct and not misleading at the time of such offer or sale and that the offer or sale of such franchise will not at
that time be contrary to or in violation of any applicable state law related to the registration of the franchise offering. We
shall provide Regional Developer with any changes to our disclosure documents and other agreements on a timely basis and, upon
request, provide Regional Developer with confirmation that the information contained in any written materials, agreements or documents
being used by Regional Developer is true, correct and not misleading, except for information specifically relating to disclosures
regarding Regional Developer. If Regional Developer notifies us of an error in any information in our documents, we shall have
a reasonable period of time to attempt to correct any deficiencies, misrepresentations or omissions in such information.


 


6.4           Notification
of Litigation. Regional Developer shall notify us in writing within five (5) days after the commencement of any action, suit, arbitration,
proceeding, or investigation, or the issuance of any order, writ, injunction, award and decree, by any court agency or other governmental
instrumentality, which names Regional Developer or any of its Owners or otherwise concerns the operation or financial condition
of Regional Developer, the Regional Developer Business or any Franchisee.


 


6.5           Insurance.
Regional Developer shall at all times during the term of this Agreement maintain in force, at Regional Developer’s sole expense,
insurance written on an occurrence basis for the Regional Developer Business of the types, in the amounts and with such terms and
conditions as we may from time to time prescribe in the Regional Developer Manual or otherwise. All of the required insurance policies
shall name us and affiliates designated by use as additional insured, contain a waiver of the insurance company’s right of
subrogation against us and the designated affiliates, and provide that we will receive thirty (30) days’ prior written notice
of termination, expiration, cancellation or modification of any such policy. You are responsible for any and all claims, losses
or damages, including to third persons, originating from, in connection with, or caused by your failure to name us as an additional
insured on each insurance policy. You agree to defend, indemnify and hold us harmless of, from, and with respect to any such claims,
loss or damage arising out of your failure to name us as additional insured, which indemnity shall survive the termination or expiration
and non-renewal of this Agreement.


 


The Joint RD FDD – Exhibit C – RD Agreement




    	7



    	 



    

 


Notwithstanding the
existence of such insurance, you are and will be responsible for all loss or damage and contractual liability to third persons
originating from or in connection with the operation of the Regional Developer franchise, and for all claims or demands for damages
to property or for injury, illness or death of persons directly or indirectly resulting therefrom; and you agree to defend, indemnify
and hold us harmless of, from, and with respect to any such claims, loss or damage, which indemnity shall survive the termination
or expiration and non-renewal of this Agreement. In addition to the requirements of the foregoing paragraphs of this Paragraph
6.5, you must maintain any and all insurance coverage in such amounts and under such terms and conditions as may be required in
connection with your lease or purchase of any premises used to operate your Regional Developer franchise.


 


Your obligation to maintain insurance coverage
as described in this Agreement will not be reduced in any manner by reason of any separate insurance we maintain on our own behalf,
nor will our maintenance of that insurance relieve you of any obligations under this Agreement.


 


If you fail to pay
the premiums for insurance required to operate your franchise, we may obtain insurance for you and you will be required to reimburse
us within ten (10) days of receipt of a demand for reimbursement from us. We will have the right to debit your account the amounts
owed to us for such premiums if you fail to pay us within ten (10) days of our request for reimbursement.


 


6.6           Proof
of Insurance Coverage. Regional Developer will provide proof of insurance to us before beginning operations of its Regional Developer
Business. This proof will show that the insurer has been authorized to inform us in the event any policies lapse or are cancelled
or modified. We have the right to change the types, amount and terms of insurance that Regional Developer is required to maintain
by giving Regional Developer prior reasonable notice. Noncompliance with these insurance provisions shall be deemed a material
breach of this Agreement, and in the event of any lapse in insurance coverage, we shall have the right, in addition to all other
remedies, to demand that Regional Developer cease operations of its Regional Developer Business until coverage is reinstated or,
in the alternative, to pay any delinquencies in premium payments and charge the same back to Regional Developer.


 


6.7           Advertising
Requirement and Cooperatives. You must meet the minimum advertising requirement we establish for your Regional Developer Business
(“Minimum Advertisement Requirement”). We will establish the Minimum Advertising Requirement at the time you sign this
Agreement. You may be required to provide receipts to show you are meeting this requirement. We reserve the right to increase the
Minimum Advertisement Requirement for your Regional Developer Business if we determine that it is necessary for you to meet your
Minimum Development Obligation.


 


If one is created,
you are required to join and participate in the Advertising Cooperative (“Co-op”), which is an association of Regional
Developer whose franchise Franchises are located with your Area of Dominant Influence (“ADI”). An ADI is a geographic
market designation that defines a broadcast media market, consisting of all counties in which the home market stations receive
a preponderance of viewing. One function of the Co-op is to establish a local advertising pool, of which the funds must be used
for Franchise advertising only and for the mutual benefit of each Co-op member. Regional Developer must contribute to the pool
in accordance with the rules and regulations of the Co-op, as determined by its members. Amounts contributed to the advertising
pool by a Regional Developer may be considered as spent for local advertising, and therefore toward the minimum local advertising
requirement.


 


The Joint RD FDD – Exhibit C – RD Agreement




    	8



    	 



    

 


6.8           Approval
of Advertising. Prior to their use by Regional Developer, samples of all advertising and promotional materials not prepared or
previously approved by us shall be submitted to us for approval, which approval shall not be unreasonably withheld. Regional Developer
shall not use any advertising or promotional materials that we have not approved or have disapproved. Regional Developer acknowledges
and understands that certain states require the filing of franchise sales advertising materials with the appropriate state agency
prior to dissemination. Regional Developer agrees fully and timely to comply with such filing requirements at Regional Developer’s
own expense unless such advertising has been previously filed with the state by us. We may charge Regional Developer for the costs
incurred by us in printing large quantities of advertising and marketing materials supplied by us to Regional Developer at Regional
Developer’s request.


 


6.9           Websites.
As used in this Agreement, the term “Website” means an interactive electronic document contained in a network of computers
linked by communications software that refers to the Franchise, Locations, franchises for Franchises or the Marks. The term “Website”
includes, but is not limited to, Internet and World Wide Web pages. In connection with any Website, Regional Developer agrees to
the following:


 


(a)           Regional
Developer shall not establish a separate Website without our prior written consent. We shall have the right, but not the obligation,
to designate one or more web page(s) to describe Regional Developer, such web pages(s) to be located within our Website; and


 


(b)           If
we approve, in writing, a separate Website for Regional Developer, then each of the following provisions shall apply:


 


(1)         Regional
Developer shall not establish or use the Website without our prior written approval.


 


(2)         Before
establishing the Website, Regional Developer shall submit to us, for our prior written approval, a sample of the proposed Website
domain name, format, visible content (including, but not limited to, proposed screen shots), and non-visible content (including,
but not limited to, meta tags) in the form and manner we may reasonably require, and Regional Developer shall not use or modify
such Websites without our prior written approval as to such proposed use or modification.


 


(3)         In
addition to any other applicable requirements, Regional Developer shall comply with our standards and specifications for Websites
as we prescribe from time to time in the Manuals or otherwise in writing.


 


(4)         If
we require, Regional Developer shall establish such hyperlinks to our Website and others we may request in writing.


 


We may revoke our approval at any time,
in writing, and require that Regional Developer discontinue use of a separate Website.


 


6.10         Accounting,
Bookkeeping and Records. Regional Developer shall maintain at its business premises in the Development Area all original invoices,
receipts, checks, contracts, licenses, acknowledgement of receipt forms, and bookkeeping and business records we require from time
to time. Regional Developer shall furnish to us, within one hundred twenty (120) days after the end of Regional Developer’s
fiscal year, a balance sheet and profit and loss statement (audited by a CPA, if requested by us) for Regional Developer’s
Business for such year (or a monthly or quarterly statement if required by us, in which case such statements also shall reflect
year-to-date information). In addition upon our request, within ten (10) days after such returns are filed, exact copies of federal
and state income, sales and any other tax returns and such other forms, records, books and other information as we periodically
require regarding Regional Developer’s Business, shall be furnished to us. Regional Developer shall maintain all records
and report of the business conducted pursuant to this Agreement for at least two (2) years after the date of termination or expiration
of this Agreement.


 


The Joint RD FDD – Exhibit C – RD Agreement




    	9



    	 



    

 


6.11         Reports.
Regional Developer shall, as often as required by us, deliver to us a written report of its Regional Developer Business activities
in such form and detail as we may from time to time specify, including information about efforts to solicit prospective Franchisees,
the status of pending real estate transactions and the status of Franchises.


 


6.12         Computer
Systems. Regional Developer agrees to use in the development and operation of the Regional Developer’s Business the computer
systems and operating software (“Computer System”) that we specify from time to time. You acknowledge that we may modify
such specifications and the components of the Computer System from time to time. As part of the Computer System, we may require
you to obtain specified computer hardware and/or software, including without limitation a license to use proprietary software developed
by us or others. Our modification of such specifications for the components of the Computer System may require you to incur costs
to purchase, lease and/or obtain by license new or modified computer hardware and/or software, and to obtain service and support
for the Computer System during the term of this Agreement. You acknowledge that we cannot estimate the future costs of the Computer
System (or additions or modifications thereto), and that the cost to you of obtaining the Computer System (or additions or modifications
thereto), including software, may not be fully amortizable over the remaining term of this Agreement. Nonetheless, you agree to
incur such costs in connection with obtaining the computer hardware and software comprising the Computer System (or additions or
modifications thereto). Within sixty (60) days after you receive notice from us, you agree to obtain the components of the Computer
System that we designate and require. You further acknowledge and agree that we and our affiliates have the right to charge a reasonable
systems fee for software or systems installation services; modifications and enhancements specifically made for us or our affiliates
that are licensed to you; and other maintenance and support Computer System-related services that we or our affiliates furnish
to you. You will have sole responsibility for: (1) the acquisition, operation, maintenance, and upgrading of your Computer System;
(2) the manner in which your Computer System interfaces with our computer system and those of third parties; and (3) any and all
consequences that may arise if your Computer System is not properly operated, maintained, and upgraded.


 


The Company will provide
to you its proprietary office management software (the “Company Software”), which you will be required to install onto
the Computer System and use in the operation of your Regional Developer Business. In addition, we may, at any time and from time
to time, contract with one or more software providers, business service providers, or other third parties (individually, a “Service
Provider”) to develop, license, or otherwise provide to or for the use and benefit of you and other Company franchises certain
software, software applications, and software maintenance and support services related to the Computer System that you must or
may use in accordance with our instructions with respect to your Computer System.


 


The Joint RD FDD – Exhibit C – RD Agreement




    	10



    	 



    

 


6.14         Management
of Business. You must personally participate in the direct operation of your Regional Developer Business. If you do not personally
participate in the direct operation of your Regional Developer Business on a full-time basis, then you are obligated to have a
fully trained Manager operate the franchise. We believe that only a person with an equity interest can adequately ensure that our
standards of quality and competence are maintained. We required that you be directly involved in the day-to-day operations and
utilize your best efforts to promote and enhance the performance of the Franchised Business.


 


Any Manager you employ
at the launching of your franchise operations must complete the initial management-training course required by the Company. All
subsequent Managers must be trained fully according to our standards by either the franchise owner or the Company. However, the
Company may charge a fee for this additional training.


 


7.             DEVELOPMENT
FEE.


 


Regional Developer
shall pay to us a non-refundable “Development Fee” of ____________________________________________________ Dollars
($ _______________), payable upon execution of this Agreement. If we require Regional Developer to acquire an in-depth demographic
analysis of the Development Area, Regional Developer shall also purchase the demographic analysis from us or our designated supplier
for the then-applicable fee.


 


8.             PAYMENTS
TO REGIONAL DEVELOPER. 


 


8.1           Initial
Fee Commission and Conditions of Payment. During the term of this Agreement, Regional Developer shall be paid a flat fee commission,
as set forth in this Section, paid from the initial franchise fees paid by Franchisees and/or Regional Developer for the purchase
of Location franchises to be located within the Development Area (the “Initial Fee Commission”), subject to fulfillment
of the following conditions: (a) the Franchisee (or Regional Developer) executes a Franchise Agreement with us and an initial franchise
fee has been paid to and actually received by us (we shall not be deemed to have received any fees paid into escrow, if applicable,
until such fees actually have been remitted to us); and (b) Regional Developer has complied with all of its other obligations under
this Agreement with respect to such sale and has verified the same to us in writing in a form prescribed by us. The Initial Fee
Commission shall be an amount equal to Fourteen Thousand Five Hundred Dollars ($14,500) for each Franchise that is sold pursuant
to this Agreement minus any broker’s fees or sales commissions, if any, and will be payable to Regional Developer within
twenty (20) days after the conditions of this Section 8.1 have been fulfilled.


 


8.2           Commissions
on Royalty Fees. We shall pay to Regional Developer, on the day of the week, 3% of the royalty fees (which excludes advertising
and marketing fees) actually received by us from each Franchisee located in the Development Area during the applicable period pursuant
to their Franchise Agreement (“Royalty Fees”). Notwithstanding the foregoing, if Regional Developer has failed to conduct
the periodic inspections described in Section 5.9 and failed to perform in any material respect, with respect to one (1) or more
Franchisees located in the Development Area, the other services described in Section 5 to be provided to Franchisees located in
the Development Area during any applicable month, then Regional Developer shall not be entitled to receive commissions on Royalty
Fees with respect to such Franchisees for the period during which reports or services were not provided.


 


8.3           Commissions
After Termination. All payments under this Section 8 shall immediately and permanently cease after the expiration or termination
of this Agreement, although Regional Developer shall receive all amounts which have accrued to Regional Developer as of the effective
date of expiration or termination.


 


The Joint RD FDD – Exhibit C – RD Agreement




    	11



    	 



    

 


8.4           Application
of Payments. Our payments to Regional Developer shall be based on amounts actually collected from Franchisees, not on payments
accrued, due or owning. In the event of termination of a Franchise Agreement for an Franchise within the Development Area, we shall
apply any payments received from a Franchisee to pay past due indebtedness of that Franchisee for Royalty Fees, advertising contributions,
purchases from us or our affiliates, interest or any other indebtedness on that Franchisee to us or our affiliates. To the extent
that such payments are applied to a Franchisee’s overdue Royalty Fee payments, Regional Developer shall be entitled to its
pro rata share of such payments, less its pro rata share of the costs of collection paid to third parties.


 


8.5           Setoffs.
Regional Developer shall not be allowed to set off amounts owed to use for fees or other amounts due under this Agreement against
any monies owed to Regional Developer by us, which right to set off is hereby expressly waived by Regional Developer. We shall
be allowed to set off against amounts owed to Regional Developer for commissions, Royalty Fees or other amounts due under this
Agreement any monies owed to us by Regional Developer.


 


9.             MARKS.


 


9.1           Ownership
and Goodwill of Marks. Regional Developer’s right to use the Marks is derived only from this Agreement and is limited to
Regional Developer’s operation of its Regional Developer Business. Regional Developer’s unauthorized use of the Marks
is a breach of this Agreement and infringes our rights in the Marks. Regional Developer acknowledges and agrees that Regional Developer’s
use of the Marks and any goodwill established by that use are for our exclusive benefit and that this Agreement does not confer
any goodwill or other interests in the Marks upon Regional Developer (other than the right to operate a Regional Developer Business
under this Agreement). All provisions of this Agreement relating to the Marks apply to any additional and substitute trademarks
and service marks we authorize Regional Developer to use.


 


9.2           Limitations
on Regional Developer’s Use of Marks. Regional Developer may not use any Mark: (1) as part of any corporate or legal business
name; (2) with any prefix, suffix or other modifying words, terms, designs, symbols other than logos we have licensed to Regional
Developer; (3) in selling any unauthorized services or products; (4) as part of any domain name, electronic address or search engine,
without our consent; or (5) in any other manner we have not expressly authorized in writing. Regional Developer may not use any
Mark in advertising the transfer, sale or other disposition of Regional Developer’s business under this Agreement or an ownership
interest in Regional Developer (if a corporation, partnership, limited liability company or another business entity holds the franchise
at any time during this Agreement’s term) without our prior written consent.


 


9.3           Notification
of Infringements and Claims. Regional Developer agrees to notify us immediately of any apparent infringement of or challenge to
Regional Developer’s use of any Mark, or of any person’s claim of any rights in any Mark, and not to communicate with
any person other than us and our attorneys and Regional Developer’s attorneys regarding any infringement, challenge or claim.
We may take action we deem appropriate (including no action) and control exclusively any litigation, U.S. Patent and Trademark
Office proceeding or other administrative proceeding arising from any infringement, challenge or claim or otherwise concerning
any Mark. Regional Developer agrees to sign any documents and take any actions that, in the opinion of our attorneys, are necessary
or advisable to protect and maintain our interests in any litigation or Patent and Trademark Office or other proceeding or otherwise
to protect and maintain our interests in the Marks.


 


The Joint RD FDD – Exhibit C – RD Agreement




    	12



    	 



    

 


9.4           Discontinuance
of Use of Marks. If we believe at any time that it is advisable for us and/or Regional Developer to modify or discontinue using
any Mark and/or use one or more additional or substitute trademarks or service marks, Regional Developer agrees to comply with
our directions within a reasonable time after receiving noticed. We need not reimburse Regional Developer for Regional Developer’s
expenses in complying with these directions, for any loss of revenue due to any modified or discontinued Mark, or for Regional
Developer’s expenses of promoting a modified or substitute trademark or service mark.


 


9.5           Indemnification
For Use of Marks. We agree to indemnify and reimburse Regional Developer against and for all damages for which Regional Developer
is held liable in any trademark infringement proceeding arising out of Regional Developer’s authorized use of any Mark pursuant
to and in compliance with this Agreement, and for all costs Regional Developer reasonably incurs in the defense of any such claim
in which Regional Developer is named as a party, so long as Regional Developer has timely notified us of the claim, and have otherwise
complied with this Agreement. At our option, we may defend and control the defense of any proceeding relating to any Mark.


 


10.           CONFIDENTIAL
INFORMATION.


 


We possess (and may continue to develop
and acquire) certain confidential information relating to the development and operation of Franchises and Regional Developer Businesses
(the “Confidential Information”), which includes (without limitation):


 


(1)          site
selection criteria;


 


(2)          methods,
formats, specifications, standards, systems, procedures, sales and marketing techniques, knowledge and experience used in developing
and operating Franchises and Regional Developer Businesses;


 


(3)          marketing
research and promotional, marketing and advertising programs for Franchises and Regional Developer Businesses;


 


(4)          knowledge
of specifications for and suppliers or, and methods of ordering, certain operating assets and products that Franchises and Regional
Developer Businesses use;


 


(5)          knowledge
of the operating results and financial performance of Franchises and Regional Developer Businesses;


 


(6)          customer
communication and retention programs, along with data used or generated in connection with those programs; graphic designs and
related intellectual property;


 


(7)          information
generated by or used or developed in the operation of Franchises and Regional Developer Businesses, including customer names, addresses,
telephone numbers and related information; and


 


(8)          any
other information designated confidential or proprietary by us.


 


The Joint RD FDD – Exhibit C – RD Agreement




    	13



    	 



    

 


Regional Developer
acknowledges and agrees that by entering into this Agreement, Regional Developer will not acquire any interest in Confidential
Information, other than the right to use certain Confidential Information in accordance with this Agreement, and that Regional
Developer’s use of any Confidential Information in any other business would constitute an unfair method of competition with
us and our franchisees. Regional Developer further acknowledges and agrees that the Confidential Information is proprietary, includes
our trade secrets, and is disclosed to Regional Developer only on the condition that Regional Developer agrees, and it does agree,
that Regional Developer:


 


(1)          will
not use any Confidential Information in any other business or capacity;


 


(2)          will
keep the Confidential Information absolutely confidential during and after this Agreement’s term;


 


(3)          will
not make unauthorized copies of any Confidential Information disclosure via electronic medium or in written or other tangible form;


 


(4)          will
adopt and implement all reasonable procedures that we periodically prescribe to prevent unauthorized use or disclosure of Confidential
Information, including, without limitation: (i) restricting its disclosure to Regional Developer’s personnel and Franchisees
needing to know such Confidential Information in order to develop and operate the Franchises; and (ii) requiring those having access
to Confidential Information to sign confidentiality and non-disclosure agreements. We have the right to regulate the form of agreement
that Regional Developer uses and to be a third party beneficiary of that agreement with independent enforcement rights; and


 


(5)          will
not sell, trade or otherwise profit in any way from the Confidential Information, except using methods approved by us.


 


All ideas, concepts,
techniques or materials relating to a Franchise or Regional Developer Business, whether or not protectable intellectual property
and whether created by or for Regional Developer or its employees, must be promptly disclosed to us and will be deemed to be our
sole and exclusive property and works made-for-hire for us. To the extent any item does not qualify as a “work made-for-hire”
for us, by this paragraph, Regional Developer assigns ownership of that item, and all related rights to that item, to us and agrees
to sign whatever assignment or other documents we request to evidence our ownership or to help us obtain intellectual property
rights in the item.


 


“Confidential
Information” does not include information, knowledge or know-how which is or becomes generally known in business consulting
industry or which Regional Developer knew from previous business experience before we provided it to Regional Developer (directly
or indirectly) or before Regional Developer attended our initial training program. If we include any matter in Confidential Information,
anyone who claims that it is not Confidential Information must prove that the exclusion in this paragraph is fulfilled.


 


11.           ASSIGNABILITY.


 


11.1         Assignability
by Company.


 


(a)           We
shall have the right, but not the obligation, to cause a subsidiary or affiliate of ours to perform any or all of our obligations
and exercise any or all of our rights under this Agreement and under any Franchise Agreement, and to require regional Developer
to perform any or all of its obligations hereunder, in favor or such subsidiary or affiliate, by delivery of written notice thereof
to Regional Developer.


 


The Joint RD FDD – Exhibit C – RD Agreement




    	14



    	 



    

 


(b)          We
shall have the right to assign this Agreement, or any of our rights and privileges under this Agreement to any other person, firm
or corporation, other than a subsidiary or affiliate of ours, without Regional Developer’s prior consent, and we shall not
be liable for any obligations accruing under this Agreement after the effective date of such assignment; provided the assignee
shall expressly assume and agree to perform our obligations under this Agreement and is reasonably capable of performing them.


 


11.2         Assignments
by Regional Developer.


 


(a)           We
have entered into this Agreement in reliance upon and in consideration of the singular personal skills, character, aptitude, business
ability, financial capacity and qualifications of Regional Developer and the trust and confidence reposed in Regional Developer
or, in the case of a business entity Regional Developer, its owners (individually, an “Owner”). Therefore, neither
Regional Developer’s interest in this Agreement nor any of its rights or privileges hereunder shall be assigned or transferred,
voluntarily or involuntarily, in whole or in part, by operation of law or otherwise, in any manner, without our prior written approval.


 


(b)           Any
assignment or transfer without our approval is a breach of this Agreement and has no effect. In this Agreement, the term “transfer”
includes any voluntary, involuntary, direct or indirect assignment, sale, gift or other disposition and includes the following
events:


 


(1)         transfer
of record or beneficial ownership of capital stock in Regional Developer (if Regional Developer is a corporation), a partnership
or membership interest (if Regional Developer is a partnership or limited liability company), or any other ownership interest or
right to receive all or a portion of Regional Developer’s profits or losses;


 


(2)         a
merger, consolidation or exchange of shares or other ownership interests, or issuance of additional ownership interest or securities
representing or potentially representing shares or other ownership interests, or a redemption of shares or other ownership interests;


 


(3)         any
sale or exchange of voting interests or securities convertible to voting interests, or any agreement granting the right to exercise
or control the exercise of the voting rights of any owner or to control Regional Developer’s operations or affairs;


 


(4)         transfer
of an interest in Regional Developer, this Agreement, or Regional Developer Business or its assets (or any right to receive all
or a portion of Regional Developer’s or the Regional Development Business’ profits or losses or any capital appreciation
relating to the Regional Development Business) in a divorce, insolvency or entity dissolution proceeding, or otherwise by operation
of law;


 


(5)         if
Regional Developer or an Owner (if Regional Developer is a business entity) dies, transfer of an interest in Regional Developer,
this Agreement, or the Regional Development Business or its assets (or any right to receive all or a portion of Regional Developer’s
or the Regional Development Business’ profits or losses or any capital appreciation relating to the Regional Development
business) by will, declaration or transfer in trust, or under the law of intestate succession; or


 


The Joint RD FDD – Exhibit C – RD Agreement




    	15



    	 



    

 


(6)         pledge
of this Agreement (to someone other than us) or of an ownership interest in Regional Developer (if Regional Developer is a business
entity) as security, foreclosure upon the development area franchises, or Regional Developer’s transfer, surrender or loss
of the area development franchise possession, control or management.


 


11.3         Conditions
for Approval of Assignment or Transfer. We may impose any reasonable condition(s) to the granting of our consent to such assignments.
Without limiting the generality of the foregoing, the imposition by us of any or all of the following conditions to our consent
to any such assignment shall be deemed to be reasonable:


 


(a)            that
the assignee (or the principal officers, shareholders, directors or general partners of the assignee in the case of a business
entity assignee) demonstrates that it has the skill, qualifications and economic resources necessary, in our judgment, reasonably
exercised, to own and operate the Regional Developer Business;


 


(b)           that
Regional Developer has paid all amounts owed to us;


 


(c)           that
the assignee shall expressly assume in writing for our benefit all of the obligations of Regional Developer under this Agreement
and any other agreements proposed to be assigned to such assignee;


 


(d)           that
neither the assignee nor its owners or affiliates operates, has an ownership interest in or performs services for a Competitive
Business (defined in Section 12.2);


 


(e)           that
the assignee shall have completed (or agreed to complete) our training program;


 


(f)            that
the assignee signs our then current form of Regional Developer Agreement, the provisions of which may differ materially from any
and all of those contained in this Agreement, and the term of which shall be the remaining term of this Agreement;


 


(g)           that
as of the date of any such assignment, the assignor shall have strictly complied with all of its obligations to us, whether under
this Agreement or any other agreement, arrangement or understanding with us;


 


(h)           that
the assignee is not then in default of any of the obligation to us under any agreement between such assignee and us;


 


(i)            that
the assignor shall pay to us a transfer fee of Thirty Thousand Dollars ($30,000), except for transfers pursuant to Section 11.4
below;


 


(j)            that
the assignor and the assignor’s spouse (if any) shall sign a general release, in a form satisfactory to us, of any and all
claims against us and our affiliates and our and their respective shareholders, officers, directors, employees, representatives,
agents, successors and assigns; and


 


The Joint RD FDD – Exhibit C – RD Agreement




    	16



    	 



    

 


(k)           that
assignor will not directly or indirectly at any time or in any manner identify himself, herself or itself or any business as a
current or former Franchise or as one of our Franchisees or Regional Developers, use any Mark, any colorable imitation of a Mark,
or other indicia of a Franchise or Regional Developer Business in any manner or for any purpose, or utilize for any purpose any
trade name, trademark, service mark or other commercial symbol that suggests or indicates a connection or association with us.


 


Regional Developer
shall not in any event have the right to pledge, encumber, charge, hypothecate or otherwise give any third party a security interest
in this Agreement in any manner whatsoever without our express prior written permission, which permission may be withheld for any
reason whatsoever in our sole subjective judgment.


 


11.4         Assignment
to Entity Principally Controlled By You. The Regional Developer franchise business and its assets and liabilities may be assigned
to a newly-formed corporation or other legal entity that conducts no business other than the operation of the franchise and in
which you and any of your principals own and control in the aggregate not less than ninety percent (90%) of the equity and voting
power of all outstanding capital stock or ownership interest, provided as follows:


 


(a)           that
the proposed transferee complies with the provisions of this Agreement; and


 


(b)           that
you are empowered to act for said corporation or other legal entity; and


 


(c)           that
you shall submit to us documentation that we may reasonably request to effectuate the transfer, including the approving and acknowledging
execution of this Agreement; and


 


(d)           that
you shall submit to us a true and complete list of the shareholders, members or partners, showing number of shares or interests
owned, and a list of the officers and directors if a corporation or managers if a limited liability company, or managing partners
if a partnership. We shall be promptly notified of any changes in said lists; and


 


(e)           that
all certificates of shares or interests issued by transferee at any time shall be endorsed thereon the appropriate legend to conform
with state law, referring to this Agreement by date and name of parties hereto and stating “Transfer to This Certificate
is Limited by the Terms and Conditions of a Regional Development Agreement dated ____________________;” and


 


(f)            that
a copy of this Agreement shall be given to every shareholder, member or partner; and


 


(g)           that
a copy of the organizational documents and any corporate resolutions and a Certificate of Good Standing will be furnished to us
at our reasonable request, and prompt notification in writing of any amendments thereto will be provided to us; and


 


(h)           that
the number of shares or interests issued or outstanding in the transferee will not be increased or decreased without prior written
notice to us, which notice will in its terms guarantee compliance with this Agreement. In addition, new shareholders, members of
partners must be approved by use and agree to be bound by this entire Agreement. Shareholders, members or partners may make a separate
agreement among them providing for purchase by the survivors amount them of the shares of any shareholders or interests of any
members or partners upon death, or other agreements affecting ownership or voting rights, so long as voting control and a majority
representation of the board of directors or members or partners remains with those individuals who initially applied for and were
approved as Franchisees under this Agreement. Shareholders, members or partners must notify us in writing of any such agreement
which affects control of the transferee.


 


The Joint RD FDD – Exhibit C – RD Agreement




    	17



    	 



    

 


11.5         Death
or Disability.


 


(a)           Upon
the death or disability of Regional Developer or an Owner, the executor, administrator, conservator, guardian or other personal
representative must assign, sell, or transfer Regional Developer’s interest in this Agreement, the Regional Developer Business
and its assets, or the Owner’s ownership interest in Regional Developer, to a third party approved by us. That transfer (including,
without limitation, transfer by bequest or inheritance) must occur, subject to our rights, within a reasonable time, not to exceed
nine (9) months from the date of death or disability, and is subject to all of the terms and conditions in this Section 11. A failure
to transfer such interest within this time period is a breach of this Agreement. The term “disability” means a mental
or physical disability, impairment or condition that is reasonably expected to prevent or actually does prevent Regional Developer
from supervising the Development Area management and operation for ninety (90) or more consecutive days.


 


(b)           If,
upon the death or disability of Regional Developer or an Owner, a trained manager who we approve is not managing the day-to-day
operations, then the executor, administrator, conservator, guardian or other personal representative must, within a reasonable
time not to exceed thirty (30) days from the date of death or disability, appoint a manager that we must approve to operate the
Regional Developer Business. The manager must, at Regional Developer’s or the Owner’s estate’s expense, satisfactorily
complete the training we designate with the specified time period.


 


11.6         Company’s
Right of First Refusal. If Regional Developer at any time determines to sell or transfer an interest in this Agreement or the Regional
Developer Business, or if Owner determines to sell or transfer a controlling ownership interest in Regional Developer, then Regional
Developer or the Owner, as applicable (the “Seller”) must obtain from a responsible and fully disclosed buyer, and
send us a true and complete copy of a bona fide, executed written offer relating exclusively to an interest in Regional Developer
or this Agreement and the Regional Developer Business. The offer must include details of the payment terms of the proposed sale
and the sources and terms of any financing for the proposed purchase price. To be a valid, bona fide offer, the proposed purchase
price must be in a fixed dollar amount and without any contingent payments of purchase price (such as earn-out payments).


 


We may, by delivering
written notice to the Seller within fifteen (15) days after we receive both an exact copy of the offer and all other information
requested, elect to purchase the interest for the price and on the terms and conditions contained in the offer, provided that:
1) we may substitute cash for any form or payment proposed in the offer; (2) our credit will be deemed equal to the credit of any
proposed buyer; (3) the closing will be not less than thirty (30) days after notifying the Seller of our election to purchase or,
if later, the closing date proposed in the offer; and (4) we must receive, and the Seller agrees to make, all customary representations
and warranties, given by the seller of the assets of a business or ownership interests in a legal entity, as applicable, including,
without limitation, representations and warranties regarding ownership and condition of, and title to, assets and (if applicable)
ownership interests and validity of contracts and the liabilities, contingent on otherwise, relating to the assets or ownership
interests being purchased. If we exercise our right of first refusal, the Seller agrees that, for two (2) years beginning on the
closing date, the Seller and members of its immediate family will be bound by the non-competition covenant contained in Section
12.2 below.


 


The Joint RD FDD – Exhibit C – RD Agreement




    	18



    	 



    

 


If we do not exercise
our right of first refusal, the Seller may complete the sale to the proposed buyer on the original offer’s terms, subject
to our approval of the transfer as provided above. If the Seller does not complete the sale to the proposed buyer within sixty
(60) days after we notify the Seller that we do not intend to exercise our right of first refusal, or if there is a material change
in the terms of the sale (which the Seller must let us know promptly), we will have an additional right of first refusal during
the thirty (30) day period following either the expiration of the sixty (60) day period or receipt of notice of the material change(s)
in the sale’s terms, either on the terms originally offered or the modified terms, at our option.


 


11.7         Ownership
Structure. Regional Developer represents and warrants that all persons holding direct or indirect, legal or beneficial ownership
interests in Regional Developer (collectively, the “Owners’”) are listed in Exhibit 3 and that its ownership
structure is as set forth on Exhibit 3. In consideration of, and as an inducement to, the execution of this Agreement, each Owner
of the Regional Developer and their respective spouses shall personally and unconditionally sign our form Guaranty and Acceptance
of Obligations (Exhibit 4), guarantying to us and our successors and assigns that the Regional Developer will punctually pay and
perform each and every undertaking, agreement and covenant set forth in the Agreement; and agreeing to be personally bound by,
and personally liable for the breach of, each and every provision in the Agreement. Regional Developer shall not change its ownership
structure without complying with all of the terms and conditions of this Section 11. Within ten (10) days of any change in Regional
Developer’s ownership structure, Regional Developer shall submit a revised Exhibit 3 to us showing the new ownership structure,
and any new Owners shall sign our form Guaranty and Acceptance of Obligations (Exhibit 4).


 


12.           NON-COMPETITION.


 


12.1         In
Term. During the term of this Agreement, neither Regional Developer, any of the Principals, nor any member of Regional Developer’s
or a Principal’s immediate family will have any direct or indirect interest (e.g., through a spouse) as a disclosed or beneficial
owner, investor, partner, director, officer, controlling shareholder, employee, consultant, representative or agent, or in any
other capacity, in a Competitive Business (defined below), whether located within or outside the Development Area, unless we shall
first consent thereto in writing.


 


12.2         Post-Term.
For a eighteen (18) month period following the assignment, expiration or termination of this Agreement, for any reason, neither
Regional Developer, any Owner, nor any member of Regional Developer’s or an Owner’s immediate family will have any
direct or indirect interest (e.g., through a spouse) as a disclosed or beneficial owner, investor, partner, director, officer,
employee, consultant, representative or agent, or in any other capacity, in any Competitive Business located or operating: (a)
within the Development Area; (b) within the development area of any of our other regional developers, (c) within twenty-five (25)
miles of any Franchise or Regional Developer franchise or in operation or development on the date of assignment, expiration or
termination; or (d) within any unsold development areas. The term “Competitive Business” means any business which derives
more than Fifty-Thousand Dollars ($50,000) 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, other than a Franchise operated under a franchise
agreement with us.


 


13.           TERMINATION.


 


13.1         Termination
by Company. We may terminate this Agreement, effective upon written notice of termination to Regional Developer, if:


 


The Joint RD FDD – Exhibit C – RD Agreement




    	19



    	 



    

 


(a)           Regional
Developer or one of its Owners makes or attempts to make a transfer in violation of Section 11;


 


(b)           Regional
Developer fails to meet the Minimum Development Obligation for any Development Period;


 


(c)           Regional
Developer has made or makes a material misrepresentation or omission in acquiring the rights under this Agreement or in operating
the Regional Developer Business;


 


(d)           Regional
Developer does not satisfactorily complete initial training;


 


(e)           Regional
Developer is convicted by a trial court of, or pleads no contest to, a felony;


 


(f)            Regional
Developer fails to maintain the insurance we require from time to time;


 


(g)           Regional
Developer or an Owner engages in any dishonest, unethical or illegal conduct or any other conduct which, in our opinion, adversely
affects our reputation, the reputation or other Franchises or the goodwill associated with the Marks;


 


(h)           Regional
Developer knowingly makes any unauthorized use or disclosure of any part of the Manuals or any other Confidential Information;


 


(i)            Developer
(a) fails on three (3) or more separate occasions within any twenty-four (24) consecutive month period to submit when due reports
or other data, information or supporting records, pay when due any amounts due to us (or our affiliates), or otherwise comply with
this Agreement, whether or not Regional Developer corrects any of these failures after we deliver written notice to regional Developer;
or (b) fails on two (2) or more separate occasions within any twelve (12) consecutive month period to comply with the same obligations
under this Agreement, whether or not Regional Developer corrects either of the failures after we deliver written notice to Regional
Developer;


 


(j)            Regional
Developer makes an assignment for the benefit of creditors or admits in writing insolvency or inability to pay debts generally
as they become due; Regional Developer consents to the appointment of a receiver, trustee or liquidator of all or the substantial
part of the assets of the Regional Developer Business; or the assets of the Regional Developer Business are attached, seized, subjected
to a writ or distress warrant, or levied upon, unless the attachment, seizure, writ, warrant or levy is vacated within thirty (30)
days following the order’ entry;


 


(k)           Regional
Developer fails to comply with any other provision of this Agreement and does not correct the failure within thirty (30) days after
we deliver written notice of the failure to Regional Developer; or


 


(l)            Regional
Developer fails to pay any sums due to us and does not correct the failure within ten (10) days after we deliver written notice
of that failure to Regional Developer.


 


We have the right to terminate any other
agreement between us and Regional Developer due to a default by Regional Developer.


 


The Joint RD FDD – Exhibit C – RD Agreement




    	20



    	 



    

 


13.2         Rights
and Obligations Upon Termination or Expiration. Upon the expiration of the Term, or upon the earlier termination of this Agreement,
Regional Developer shall have no further right to construct, equip, own, open or operate additional Franchises (except pursuant
to a Franchise Agreement between Regional Developer and us which is in full force and effect on the date of expiration or termination).
Upon expiration or termination of this Agreement, we may ourselves construct, equip, open, own or operate, or license others to
construct, equip, open, own or operate Franchises in the Development Area, except as provided in any Franchise Agreement executed
pursuant to this Agreement. When this Agreement expires or is terminated for any reason and except as required to perform Regional
Developer’s obligations under a valid Franchise Agreement with us, Regional Developer shall:


 


(a)           not
directly or indirectly at any time thereafter or in any manner: (a) identify itself or any business as a current or former regional
developer or ours; (b) use any Mark, any colorable imitation of a Mark, any trademark, service mark or commercial symbol that is
confusingly similar to any Mark or other indicia of an Franchise in any manner or for any purpose; or (c) use for any purpose any
trade name, trademark, service mark or other commercial symbol that indicates or suggests a connection or association with us;


 


(b)           take
the actions required to cancel all fictitious or assumed name or equivalent registrations relating to Regional Developer’s
use of any Mark;


 


(c)           deliver
to us within thirty (30) days all advertising, marketing and promotional material, forms and other materials containing any Mark
or otherwise identifying or relating to the Regional Developer Business or to an Franchise;


 


(d)           if
applicable, notify all search engines of the termination or expiration of Regional Developer’s right to use all domain names,
Websites and other search engines associated directly or indirectly with the Marks or Franchises and authorize those search engines
to transfer to us or our designee all rights to the domain names, Websites and search engines relating to the Marks or Franchises.
We have the absolute right and interest in and to all domain names, Websites and search engines associated with the Marks or Franchises,
and Regional Developer hereby authorizes us to direct all applicable parties to transfer Regional Developer’s domain names,
Websites and search engines to us or our designee if this Agreement expires or is terminated for any reason whatsoever. All parties
may accept this Agreement as conclusive of our right to such domain names, Websites and search engines and this Agreement will
constitute the authority from Regional Developer for all parties to transfer all such domain names, Websites and search engines
to us;


 


(e)           immediately
cease using any of our Confidential Information in any business or otherwise and return to us all copies of the Manuals and any
other confidential materials that we have loaned Regional Developer; and


 


(f)            give
us, within thirty (30) days after the expiration or termination of this Agreement, evidence satisfactory to us of Regional Developer’s
compliance with these obligations.


 


13.3         Termination
Fee. In the event Regional Developer terminates this Agreement or ceases to do business, or Company terminates this Agreement pursuant
to Paragraph 18.1 of this Agreement, the Regional Developer shall pay Company a termination fee equal to one-half of our highest
then-current development fee for regional developer franchises, plus our attorneys’ fees and costs incurred in connection
with the early termination.


 


The Joint RD FDD – Exhibit C – RD Agreement




    	21



    	 



    

 


14.           Mediation
and ARBITRATION.


 


14.1         Mediation.
If a dispute arises under this Agreement, the parties agree to try to settle the dispute through good-faith participation in a
mediation conducted by a mediator who is acceptable to both parties before proceeding to arbitration. However, we will not be required
to proceed with mediation if we elect to enforce this Agreement or to seek temporary or permanent injunctive relief as provided
above.


 


14.2         Arbitration.
Except insofar as we elect to enforce this Agreement or to seek temporary or permanent injunctive relief as provided above, all
controversies, disputes or claims arising between us, our affiliates, owners, officers, directors, agents and employees (in their
representative capacity) and you (and your Principal Owners and guarantors) arising out of or related to: (i) this Agreement or
any provision thereof or any related agreement (except for any lease or sublease with us or any of our affiliates); (ii) the relationship
of the parties hereto; (iii) the validity of this Agreement or any related agreement, or any provision thereof; or (iv) any specification,
standard or operating procedure relating to the establishment or operation of the Regional Developer franchise, shall be submitted
for arbitration to be administered by the office of the American Arbitration Association. Such arbitration proceedings shall be
conducted in Maricopa County, Arizona, and, except as otherwise provided in this Agreement, shall be conducted in accordance with
the commercial arbitration rules of the American Arbitration Association then in effect. The arbitrator shall have the right to
award or include in his award any relief which he or she deems proper in the circumstances, including without limitation, money
damages (with interest on unpaid amounts from date due), specific performance, injunctive relief, attorneys' fees and costs. The
award and decision of the arbitrator shall be conclusive and binding on all parties to this agreement and judgment on the award
may be entered in any court of competent jurisdiction. Each party waives any right to contest the validity or enforceability of
such an award. The provisions of this Paragraph are intended to benefit and limit third party non-signatories and will continue
in full force and effect subsequent to and notwithstanding expiration or termination of this Agreement. The parties agree that
arbitration shall be conducted on an individual, not a class-wide basis, and that any such arbitration shall not be consolidated
with any other arbitration proceeding.


 


15.           GENERAL
CONDITIONS AND PROVISIONS.


 


15.1         Relationship
of Regional Developer to Company. It is expressly agreed that the parties intend by this Agreement to establish between us and
Regional Developer the relationship of franchisor and franchisee. Except as expressly provided herein, it is further agreed that
Regional Developer has no authority to create or assume in our name or on our behalf, any obligation, express or implied, or to
act or purport to act as agent or representative on our behalf for any purpose whatsoever. In no event shall either party be deemed
to be fiduciaries of the other. Neither we nor Regional Developer is the employer, employee, agent, partner or co-venturer of or
with the other, each being independent contractors. Regional Developer agrees that it will not hold himself out as the agent, employee,
partner or co-venturer of ours, or as having any of the aforesaid authority. All Employees hired by or working for Regional Developer
shall be the employees of Regional Developer and shall not, for any purpose, be deemed employees of us or subject to our control.


 


The Joint RD FDD – Exhibit C – RD Agreement




    	22



    	 



    

 


15.2         Indemnification.
To the fullest extent permitted by law, Regional Developer agrees to indemnify, defend and hold harmless us, our affiliates, and
our and their respective shareholders, directors, officers, employees, agents, representatives, successors and assigns (the “Indemnified
Parties”) from and against, and to reimburse any one or more of the Indemnified Parties for any and all claims, obligations
and damages directly or indirectly arising out of: (1) the Regional Developer Business conducted by Regional Developer pursuant
to this Agreement, (2) Regional Developer’s breach of this Agreement, or (3) Regional Developer’s non-compliance or
alleged non-compliance with any law, ordinance, rule or regulation. For purposes of this indemnification, “claims”
include all obligations, damages (actual, consequential, punitive or otherwise) and costs that any Indemnified Party reasonably
incurs in defending any claim against it, including, without limitation, reasonable accountants’, arbitrators’, attorneys’
and expert witness’ fees, costs of investigation and proof of facts, court costs, travel and living expenses and other expenses
of litigation, arbitration or alternative dispute resolution, regardless of whether litigation or alternative dispute resolution
is commenced. Each Indemnified Party may defend and control the defense of any claim against it which is subject to this indemnification
at Regional Developer’s expense, and Regional Developer may not settle any claim or take any other remedial, corrective or
other actions relating to any claim without our consent. This indemnity will continue in full force and effect subsequent to and
notwithstanding this Agreement’s expiration or termination. An Indemnified Party need not seek recovery from an insurer or
other third party, or otherwise mitigate its losses and expenses, in order to maintain and recover fully a claim against Regional
Developer. Regional Developer agrees that a failure to pursue a recovery or mitigate a loss will not reduce or alter the amounts
that an Indemnified Party may recover from Regional Developer.


 


15.3         Waiver
and Delay. Except as otherwise expressly provided to the contrary, no waiver by us of any breach or series of breaches or defaults
in performance by the Regional Developer, and no failure, refusal or neglect of or by us to exercise any right, power or option
given to us under this Agreement or under any other agreement between us and Regional Developer, whether entered into before, after
or contemporaneously with the execution of this Agreement (and whether or not related to this Agreement) or to insist upon strict
compliance with or performance of the Regional Developer’s obligations under this Agreement or any other agreement between
us and Regional Developer, whether entered into before, after or contemporaneously with the execution of this Agreement (and whether
or not related to this Agreement), shall constitute a novation, or a waiver of the provisions of this Agreement with respect to
any subsequent breach thereof or a waiver of our right at any time thereafter to require exact and strict compliance with the provisions
thereof.


 


15.4         Survival
of Covenants. The covenants contained in this Agreement which, by their terms, require performance by the parties after the expiration
or termination of this Agreement or ancillary agreements, shall be enforceable notwithstanding said expiration or other termination
of this Agreement for any reason whatsoever.


 


15.5         Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the legal representatives, successors and assigns
of us and Regional Developer.


 


15.6         Joint
and Several Liability. If either party consists of more than one person or entity, or a combination thereof, the obligations and
liabilities of each such person or entity to the other under this Agreement are joint and several.


 


15.7         Governing
Law. Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. §§ 1051 et seq.)
and except for all issues relating to arbitrability or the enforcement or interpretation of the agreement to arbitrate set forth
in Section 14 that will be governed by the United States Arbitration Act (9 U.S.C. § 1 et seq.) and the federal common law
relating to arbitration, this Agreement and the Regional Developer franchise will be governed by the internal laws of the State
of Arizona (without reference to its choice of law and conflict of law rules), except that the provisions of any Arizona law relating
to the offer and sale of business opportunities or franchises or governing the relationship of a franchisor and its franchisees
will not apply unless their jurisdictional requirements are met independently without reference to this Paragraph. You agree that
we may institute any action against you arising out of or relating to this Agreement (which is not required to be arbitrated hereunder
or as to which arbitration is waived) in any state or federal court of general jurisdiction in Maricopa County, Arizona, and you
irrevocably submit to the jurisdiction of such courts and waive any objection you may have to either the jurisdiction or venue
of such court.


 


The Joint RD FDD – Exhibit C – RD Agreement




    	23



    	 



    

 


15.8         Consent
to Jurisdiction. Subject to Section 14 and the provisions below, Regional Developer and its owners agree that all actions arising
under this Agreement or otherwise as a result of the relationship between Regional Developer and us must be commenced in the State
of Arizona, and in the state or federal court of general jurisdiction closest to where our principal business address then is located,
and Regional Developer (and its Owners) irrevocably submits to the jurisdiction of those courts and waives any objection Regional
Developer (or its owners) might have with either the jurisdiction of or venue in those courts. Nonetheless, Regional Developer
and any of its Owners agree that we may enforce this Agreement and any arbitration orders and awards in the courts of the state
or states in which Regional Developer or its Owners are domiciled.


 


15.9         Waiver
of Punitive Damages and Jury Trial. Except for Regional Developer’s obligation to indemnify us under Section 15.2 above and
except where authorized by federal statute, we and Regional Developer and its Owners waive to the fullest extent permitted by law
any right to or claim for any punitive or exemplary damages against the other and agree that, in the event of a dispute between
us and Regional Developer, the party making a claim will be limited to equitable relief and to recovery of any actual damages it
sustains. We and Regional Developer irrevocably waive trial by jury in any action, proceeding or counterclaim, whether at law or
in equity, brought by either party.


 


15.10       Limitation
of Claims. Any and all claims arising out of or relating to this Agreement or our relationship with Regional Developer, except
for claims for indemnification under Section 15.2 above, will be barred unless a judicial or arbitration proceeding is commenced
within one (1) year from the date on which the party asserting the claim knew or should have known of the facts giving rise to
the claims.


 


15.11       Entire
Agreement. This Agreement and the Exhibits incorporated in the Agreement contain all of the terms and conditions agreed upon by
the parties to this Agreement with reference to the subject matter of this Agreement. No other agreements, and all prior agreements,
understanding and representations are merged in this Agreement and superseded by this Agreement. Each party represents to the other
that there are no contemporaneous agreements or understandings between the parties relating to the subject matter of this Agreement
that are not contained in this Agreement. This Agreement cannot be modified or changed except by written instrument signed by all
of the parties to this Agreement, provided that we may modify or amend the Manuals at any time without notice to, or approval of,
Regional Developer or any other person. Nothing in this Agreement shall have the effect of disclaiming any of the information in
the Franchise Disclosure Document or its attachments or addenda.


 


15.12       Title
for Convenience. Article and Section titles used in this Agreement are for convenience only and shall not be deemed to affect the
meaning or construction of any of the terms, provisions, covenants or conditions of this Agreement.


 


15.13       Gender.
All terms used in any one number or gender shall extend to mean and include any other number and gender as the facts, context or
sense of this Agreement or any section or paragraph hereof may require.


 


The Joint RD FDD – Exhibit C – RD Agreement




    	24



    	 



    

 


15.14       Severability.
Except as expressly provided to the contrary in this Agreement, each Section, paragraph, term and provision of this Agreement in
severable, and if, for any reason, any part thereof, to be invalid or contrary to or in conflict with any applicable present or
future law and regulation in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction,
that ruling will not impair the operation or, or otherwise affect, any other portions of this Agreement, which will continue to
have full force and effect and bind the parties. If any covenant which restricts competitive activity is deemed unenforceable by
virtue of its scope in terms of area, business activity prohibited, and/or length of time, but would be enforceable if modified,
we and Regional Developer agree that the covenant will be enforced to the fullest extent permissible under the laws and public
policies applied in the jurisdiction whose law determines the covenant’s validity. If any applicable and binding law or rule
of any jurisdiction requires more notice than this Agreement requires of this Agreement’s termination or of our refusal to
enter into a successor agreement, or if, under any applicable and binding law or rule of any jurisdiction, any provision of this
Agreement is invalid or unenforceable or unlawful, the notice and/or other action required by the law or rule will be substituted
for the comparable provisions of this Agreement, and we may modify the invalid or unenforceable provisions to the extent required
to be valid and enforceable or delete the unlawful provision in its entirety. Regional Developer agrees to be bound by any promise
or covenant imposing the maximum duty the law permits which is subsumed within any provision of this Agreement, as though it were
separately articulated in and made a part of this Agreement.


 


15.15       Fees
and Expenses. Should any party to this Agreement commence any action or proceeding for the purpose of enforcing, or preventing
the breach of, any provision of this Agreement, whether by arbitration, judicial or quasi-judicial action or otherwise, or for
damages for any alleged breach of any provision of this Agreement, or for a declaration of such party’s rights or obligations
under this Agreement, then the prevailing party shall be reimbursed by the losing party for all costs and expenses incurred in
connection therewith, including, but not limited to, reasonable attorneys’ fees for the services rendered to such prevailing
party.


 


15.16       Notices.
Except as otherwise expressly provided herein, all written notices and reports permitted or required to be delivered by the parties
pursuant to this Agreement shall be deemed so delivered at the time delivered by hand, one (1) business day after transmission
by mail, via registered or certified mail, return receipt requested; or one (1) business day after placement with Federal Express,
or other reputable air courier service, requesting delivery on the most expedited basis available, postage prepaid and addressed
as follows:


 


	If to company:	 	THE JOINT CORP.	 
	 	 	9383 East Bahia Dr., Ste. 100	 
	 	 	Scottsdale, AZ 85260	 
	 	 	 	 
	With a copy  to:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	If to Regional Developer:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The Joint RD FDD – Exhibit C – RD Agreement




    	25



    	 



    

 


	With a copy  to:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


Or to such other addresses
any such party may designate by ten (10) days’ advance written notice to the other party.


 


15.17       Time
of Essence. Time shall be of the essence for all purposes of this Agreement.


 


15.18       Lien
and Security Interest. To secure your performance under this Agreement and indebtedness for all sums due us or our affiliates,
we shall have a lien upon, and you hereby grant us a security interest in, the following collateral and any and all additions,
accessions, and substitutions to or for it and the proceeds from all of the same: (a) all inventory now owned or after-acquired
by you and the Regional Developer Business, including but not limited to all inventory and supplies transferred to or acquired
by you in connection with this Agreement; (b) all accounts of you and/or the Regional Developer Business now existing or subsequently
arising, together with all interest in you and/or the Regional Developer Business, now existing or subsequently arising, together
with all chattel paper, documents, and instruments relating to such accounts; (c) all contract rights of you and/or the Regional
Developer Business, now existing or subsequently arising; and (d) all general intangibles of you and/or the Regional Developer
Business, now owned or existing, or after-acquired or subsequently arising. You agree to execute such financing statements, instruments,
and other documents, in a form satisfactory to us, that we deem necessary so that we may establish and maintain a valid security
interest in and to these assets.


 


16.           SUBMISSION
OF AGREEMENT.


 


This Agreement shall not
be binding upon us unless and until it shall have been submitted to and signed by our Chief Executive, and the date of said signing
as set forth on the first page of this Agreement shall be the effective date of this Agreement.


 


17.           ACKNOWLEDGMENTS.


 


To induce us to sign this
Agreement and grant Regional Developer the Franchise, Regional Developer acknowledges:


 


(a)           That
Regional Developer has independently investigated the Regional Developer Business franchise opportunity and recognizes that, like
any other business, the nature of the Regional Developer Business may, and probably will, evolve and change over time.


 


(b)           That
an investment in an Regional Developer Business involves business risks.


 


(c)           That
Regional Developer’s business abilities and efforts are vital Regional Developer’s success.


 


(d)           That
performing Regional Developer’s obligations will require a high level of customer service and strict adherence to the System.


 


(e)           That
Regional Developer has not received or relied upon, and we expressly disclaim making any representation, warranty or guaranty,
express or implied, as to the revenues, profits or success of a Regional Developer Business or any Franchise.


 


The Joint RD FDD – Exhibit C – RD Agreement




    	26



    	 



    

 


(f)            That
any information Regional developer has acquired from other Franchise Franchisees or regional developers regarding their sales,
profits or cash flows is not information obtained from us, and we make no representation about that information’s accuracy.


 


(g)           That
Regional Developer has no knowledge of any representations made about the Regional Developer franchise opportunity by us, our subsidiaries
or affiliates or any of their respective officers, directors, shareholders or agents that are contrary to the statements made in
our Franchise Disclosure Document or to the terms and conditions of this Agreement.


 


(h)           That
in all of their dealing with Regional Developer, our officers, directors, employees and agents act only in a representative, and
not in an individual capacity and that business dealings between Regional Developer and them as a result of this Agreement are
only between Regional Developer and us.


 


(i)            That
Regional Developer has represented to us, to induce us to enter into this Agreement, that all statements Regional Developer has
made and all materials Regional Developer has given to us in acquiring the franchise are accurate and complete and that Regional
Developer has made no misrepresentations or material omissions in obtaining the franchise.


 


(j)            That
Regional Developer has read this Agreement and our Franchise Disclosure Document and understands and accepts that the terms and
covenants in this Agreement are reasonably necessary for us to maintain our high standards of quality and service, as well as the
uniformity of those standards at each Regional Developer Business and Franchise, and to protect and preserve the goodwill of the
Marks.


 


IN WITNESS WHEREOF,
the parties to this Agreement have caused this Agreement to be executed as of the first date set forth above.


 


	 	COMPANY:
	 	 
	 	THE JOINT CORP.
	 	a Delaware corporation
	 	______________________________________
	 	 
	 	By:___________________________________
	 	 
	 	Its:___________________________________
	 	 
	 	REGIONAL DEVELOPER:
	 	_______________________________________
	 	_______________________________________
	 	 
	 	By:___________________________________
	 	 
	 	Its:___________________________________	 


 


The Joint RD FDD – Exhibit C – RD Agreement




    	27



    	 



    

 


EXHIBIT 1


 


DEVELOPMENT AREA AND DEVELOPMENT RIGHTS


 


	The Development Area referred to in Recital D of this Agreement shall be the following geographic area:_________
	 
	 
	 
	 
	 
	 
	 


 


The
total Development Rights (total number of Franchises authorized for development within the Development Area) are:         
Franchises.


 


If
you purchase the right develop additional Franchises within your Development Area during the initial Term, the cost to purchase
such additional Franchises shall be the greater of $                            ,
or ____ percent (___%) of the then-current franchise fee for a Franchise, for each additional Franchise that you purchase. If you
do not purchase the right to develop additional Franchises, we will have the right, pursuant to Section 2.1(d) of the Agreement,
to develop such additional Franchises on our own, or to grant the development rights for such additional Franchises to others.



 


The Joint RD FDD – Exhibit C – RD Agreement




    	28



    	 



    

 


EXHIBIT
2


 


MINIMUM
DEVELOPMENT OBLIGATION


 


devleopment
schedule


 


	 
	 
	 
	 
	 
	 
	 
	 


 


The Joint RD FDD – Exhibit C – RD Agreement




    	29



    	 



    

 


EXHIBIT
3


 


OWNERSHIP STRUCTURE


 


	Owner Name and Address	 	Number of Shares	 	Percentage of

Ownership
	 	 	 	 	 
	 	 	_________	 	_________
	 	 	 	 	 
	 	 	 	 	
	 	 	 	 	 
	 	 	_________	 	_________
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	_________	 	_________
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	_________	 	_________
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	TOTAL	 	_________	 	100%


 


The Joint RD FDD – Exhibit C – RD Agreement




    	30



    	 



    

 


EXHIBIT
4


 


OWNER'S GUARANTY AND ASSUMPTION OF
OBLIGATIONS


 


In consideration of,
and as an inducement to, the execution of the foregoing Regional Developer Agreement dated _______________, 20___ (“Agreement”)
by THE JOINT CORP., a Delaware corporation (“us”), and the Regional Developer (“Franchise Owner”), __________________________,
each of the undersigned owners of the Franchise Owner and their respective spouses (“you”, for purposes of this Guaranty
only), hereby personally and unconditionally (1) guarantees to us and our successors and assigns that the Franchise Owner
will punctually pay and perform each and every undertaking, agreement and covenant set forth in the Agreement; and (2) agrees
to be personally bound by, and personally liable for the breach of, each and every provision in the Agreement, including without
limitation, monetary obligations, the obligations to take or refrain from taking certain actions and arbitration of disputes.


 


Each of you waives
(1) protest and notice of default, demand for payment or nonperformance of any obligations guaranteed by this Guaranty; (2) any
right you may have to require that an action be brought against Franchise Owner or any other person as a condition of your liability;
(3) all right to payment or reimbursement from, or subrogation against, the Franchise Owner which you may have arising out
of your guaranty of the Franchise Owner's obligations; and (4) any and all other notices and legal or equitable defenses to
which you may be entitled in your capacity as guarantor.


 


Each of you consents
and agrees that (1) your direct and immediate liability under this Guaranty shall be joint and several; (2) you will
make any payment or render any performance required under the Agreement on demand if Franchise Owner fails or refuses to do so
when required; (3) your liability will not be contingent or conditioned on our pursuit of any remedies against Franchise Owner
or any other person; (4) your liability will not be diminished, relieved or otherwise affected by any extension of time, credit
or other indulgence which we may from time to time grant to Franchise Owner or to any other person, including without limitation,
the acceptance of any partial payment or performance, or the compromise or release of any claims; and (5) this Guaranty will
continue and be irrevocable during the term of the Agreement and afterward for so long as the Franchise Owner has any obligations
under the Agreement.


 


If we are required
to enforce this Guaranty in a judicial or arbitration proceeding, and prevail in such proceeding, we will be entitled to reimbursement
of our costs and expenses, including, but not limited to, reasonable accountants', attorneys', attorneys' assistants', arbitrators'
and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses and travel and living
expenses, whether incurred prior to, in preparation for or in contemplation of the filing of any such proceeding. If we are required
to engage legal counsel in connection with any failure by you to comply with this Guaranty, you agree to reimburse us for any of
the above-listed costs and expenses incurred by us.


 


The Joint RD FDD – Exhibit C – RD Agreement




    	31



    	 



    

 


This Guaranty is now executed as of the
Agreement Date. 


	 	 	 	 
	OWNER:	 	OWNER’S SPOUSE:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	OWNER:	 	OWNER’S SPOUSE:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	OWNER:	 	OWNER’S SPOUSE:	 
	 	 	 	 
	 	 	 	 


 


The Joint RD FDD – Exhibit C – RD Agreement




    	32



    	 



    

 


EXHIBIT
5


 


STATE-SPECIFIC ADDENDA


 


TO REGIONAL DEVELOPER AGREEMENT


 


Addenda to RD Agreement 




    	 



    	 



    

 


CALIFORNIA ADDENDUM TO REGIONAL DEVELOPER
AGREEMENT


 


1.             California
Business and Professions Code Sections 20000 through 20043 provide rights to the franchisee concerning termination or non-renewal
of a franchise. If the franchise agreement contains a provision that is inconsistent with the law, the law will control.


 


2.             The
franchise agreement provides for termination upon bankruptcy. This provision may not be enforceable under federal bankruptcy law
(11 U.S.C.A. Sec. 101 et seq.).


 


3.             The
franchise agreement contains a covenant not to compete which extends beyond the termination of the franchise. This provision may
not be enforceable under California law.


 


4.             The
franchise agreement requires binding arbitration. The arbitration will occur in Maricopa County, State of Arizona.


 


Prospective franchisees are encouraged
to consult private legal counsel to determine the applicability of California and federal laws (such as Business and Professions
Code Section 20040.5, Code of Civil Procedure Section 1281, and the Federal Arbitration Act) to any provisions of a franchise agreement
restricting venue to a forum outside the State of California.


 


5.             The
Agreement requires the application of laws of Arizona. This requirement may be unenforceable under California law.


 


6.             You
must sign a general release if you renew or transfer your franchise. California Corporations Code 31512 voids a waiver of your
rights under the Franchise Investment Law (California Corporations Code 31000 through 31516). Business and Professions Code 20010
voids a waiver of your rights under the Franchise Relations Act (Business and Professions Code 20000 through 20043).


 


IN WITNESS WHEREOF,
the parties hereto have duly executed, sealed and delivered this California Addendum to the Regional Developer Agreement on the
same date as the Regional Developer Agreement was executed.


 


	 	 	THE JOINT CORP. 
	 	 	a Delaware corporation 


 


	 	 	By:	 






	 	 	Print Name:	
















	 	 	Title:	 


 


	 	 	REGIONAL DEVELOPER


 


	 	 	By:	 





	 	 	Title:	 


 


California Addendum to RD Agreement 




    	 



    	 



    

 


 


 






 


HAWAII ADDENDUM TO REGIONAL
DEVELOPER AGREEMENT


 


1.          The
Regional Developer Agreements contain a provision requiring a general release as a condition of renewal and transfer of the franchise.
Such release will exclude claims arising under the Hawaii Franchise Investment Law.


 


2.          Any
provisions of the Regional Developer Agreement that relate to non-renewal, termination, and transfer are only applicable if they
are not inconsistent with the Hawaii Franchise Investment Law. Otherwise, the Hawaii Franchise Investment Law will control.


 


3.          The
Regional Developer Agreement permits us to terminate the Agreement on the bankruptcy of you and/or your affiliates. This Article
may not be enforceable under federal bankruptcy law. (11 U.S.C. § 101, et seq.).


 


4.          Each
provision of this Addendum will be effective only to the extent, with respect to such provision, that the jurisdictional requirements
of the Hawaii Franchise Investment Law are met independently without reference to this Addendum.


 


IN WITNESS WHEREOF,
the parties hereto have duly executed, sealed, and delivered this Hawaii Addendum to the Regional Developer Agreement on the same
date as the Regional Developer Agreement was executed.


 


	 	THE JOINT CORP. 
	 	a Delaware corporation 
	 	 	 
	 	By:	 
	 	Print Name:	 
	 	Title:	 
	 	 	 
	 	REGIONAL DEVELOPER
	 	 	 
	 	By:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	 	 
	 	Title:	 


 


Hawaii Addendum to ® RD Agreement  




    	 



    	 



    

 


ILLINOIS ADDENDUM TO REGIONAL DEVELOPER
AGREEMENT


 


1.          Articles
3.2 and 14.5 each contain a provision requiring a general release as a condition of renewal and transfer of the franchise. Such
release will exclude claims arising under the Illinois Franchise Disclosure Act.


 


2.          Article
13 is supplemented by the addition of the following, which will be considered an integral part of the Agreement:


 


“If any of the
provisions of this Article 13 concerning termination are inconsistent with Section 19 of the Illinois Franchise Disclosure Act
of 1987, Illinois law will apply.”


 


3.          The
Illinois Franchise Disclosure Act will govern the Agreement with respect to Illinois Franchisees. The provisions of the Agreement
concerning governing law, jurisdiction, and venue will not constitute a waiver of any right conferred on you by the Illinois Franchise
Disclosure Act. Consistent with the foregoing, any provision in the Agreement which designates jurisdiction and venue in a forum
outside of Illinois is void with respect to any cause of action which is otherwise enforceable in Illinois.


 


4.          This
Agreement requires that it be governed by Arizona law. To the extent that such law conflicts with the Illinois Franchise Disclosure
Act, the Act will control.


 


5.          Although
the Agreement requires litigation to be instituted in a state or federal court in the county and state where our principal executive
offices are located, you must institute all litigation in a court of competent jurisdiction located in the State of Illinois, subject
to the arbitration provision of the Agreement.


 


6.          Nothing
in the Agreement will limit or prevent the enforcement of any cause of action otherwise enforceable in Illinois or arising under
the Illinois Franchise Disclosure Act of 1987, as amended.


 


7.          Each
provision of this Addendum will be effective only to the extent, with respect to such provision, that the jurisdictional requirements
of the Illinois law applicable to the provision are met independently without reference to this Addendum.


 


IN WITNESS WHEREOF,
the parties hereto have duly executed, sealed, and delivered this Illinois Addendum to the Regional Developer Agreement on the
same date as the Regional Developer Agreement was executed.


 


	THE JOINT CORP. 	 
	a Delaware corporation 	 
	 	 	 
	By:	 	 
	Print Name:	 	 
	Title:	 	 


 


REGIONAL DEVELOPER


 


	By:	 	 	By:	 


 


	Title:	 	 	Title:	 


 


Illinois Addendum to RD Agreement 




    	 



    	 



    

 


INDIANA ADDENDUM TO REGIONAL DEVELOPER
AGREEMENT


 


1.          Articles
3.2 and 14.5 each contain a provision requiring a general release as a condition of renewal and transfer of the franchise. Such
provision is inapplicable under the Indiana Deceptive Franchise Practices Law, IC 23-2-2.7 § 1(5).


 


2.          Under
Article 15.4, you will not be required to indemnify us for any liability imposed on us as a result of your reliance on or use of
procedures or products which were required by us, if such procedures were utilized by you in the manner required by us.


 


3.          Article
16.7 is amended to provide that arbitration between you and us will be conducted at a mutually agreed-on location.


 


4.          Article
16.8 is amended to provide that in the event of a conflict of law, the Indiana Franchise Disclosure Law, I.C. 23-2-2.5, and the
Indiana Deceptive Franchise Practices Law, I.C. 23-2-2.7, will prevail.


 


5.          Nothing
in the Agreement will abrogate or reduce any rights you have under Indiana law.


 


6.          Each
provision of this Addendum will be effective only to the extent, with respect to such provision, that the jurisdictional requirements
of the Indiana Franchise Disclosure Law, Indiana Code §§ 23-2-2.5-1 to 23-2-2.5-51, and the Indiana Deceptive Franchise
Practices Act, Indiana Code §§ 23-2-2.7-1 to 23-2-2.7-10, are met independently without reference to this Addendum.


 


IN WITNESS WHEREOF,
the parties hereto have duly executed, sealed, and delivered this Indiana Addendum to the Regional Developer Agreement on the same
date as the Regional Developer Agreement was executed.


 


	 	THE JOINT CORP. 
	 	a Delaware corporation 
	 	 	 
	 	By:	 
	 	Print Name:	 
	 	Title:	 
	 	 	 
	 	REGIONAL DEVELOPER
	 	 	 
	 	By:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	 	 
	 	Title:	 


  


Indiana Addendum to RD Agreement  




    	 



    	 



    

 


MARYLAND ADDENDUM TO REGIONAL DEVELOPER
AGREEMENT


 


a.           Notwithstanding
anything to the contrary set forth in the Agreement, the following provisions will supersede and apply to all franchises offered
and sold in the State of Maryland:


 


b.           Any
provision in the Agreement that would require you, as part of the Agreement or as a condition of the sale, renewal or assignment
of the franchise, to assent to a release which would relieve any person from liability imposed under the provisions of the Maryland
Franchise Law is void if that the provision violates this law. The provision in the Franchise Agreement which provides for termination
upon bankruptcy of the franchisee may not be enforceable under federal bankruptcy law (11 U.S.C. Section 101 et seq.)


 


c.           Any
provision in the Agreement which operates to waive your right to file a lawsuit alleging a cause of action arising under the Maryland
Franchise Law in any court of competent jurisdiction in the State of Maryland is void if that the provision violates this law.
Claims arising under the Maryland Franchise Law may be brought in any court of competent jurisdiction in Maryland, within 3 years
after the grant of the franchise.


 


	 	THE JOINT CORP. 
	 	a Delaware corporation 
	 	 	 
	 	By:	 
	 	Print Name:	 
	 	Title:	 
	 	 	 
	 	REGIONAL DEVELOPER
	 	 	 
	 	By:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	 	 
	 	Title:	 


 


Maryland Addendum to ® RD Agreement  




    	 



    	 



    

 


MINNESOTA ADDENDUM TO REGIONAL DEVELOPER
AGREEMENT


 


1.          Article
8 is amended to add the following:


 


“We will protect your right to use the Marks and/or indemnify
you from any loss, costs or expenses arising out of any claim, suit or demand regarding the use of the Marks.”


 


2.          Articles
3.2 and 14.5 each contain a provision requiring a general release as a condition of renewal and transfer of the franchise. Such
release will exclude claims arising under the Minnesota Franchise Law.


 


3.          Article
13.1 is amended to add the following:


 


With respect to franchises governed by
Minnesota law, we will comply with Minn. Stat. Sec. 80C. 14, Subds, 3, 4 and 5, which require, except in certain specified cases,
that a franchisee be given 90 days’ notice of termination (with 60 days to cure) and 180 days’ notice for nonrenewal
of the Regional Developer Agreement.


 


4.          Article
16.12 is amended as follows:


 


Pursuant to Minn. Stat. § 80C.17,
Subd. 5, the parties agree that no civil action pertaining to a violation of a franchise rule or statute can be commenced more
than three years after the cause of action accrues.


 


5.          Articles
16.7, 16.8, and 16.9 are each amended to add the following:


 


Minn. Stat. Sec. 80C.2 1 and Minn. Rule
2860.4400J prohibit us from requiring litigation or arbitration to be conducted outside Minnesota. In addition, nothing in the
Disclosure Document or Regional Developer Agreement can abrogate or reduce any of your rights as provided for in Minnesota Statutes,
Chapter 80C, or your rights to any procedure, forum or remedies provided for by the laws of the jurisdiction.


 


6.          Article
16.10 is amended to add the following:


 


Minn. Rule Part 2860.4400J prohibits us
from requiring you to waive your rights to a jury trial or waive your rights to any procedure, forum, or remedies provided for
by the laws of the jurisdiction, or consenting to liquidated damages, termination penalties or judgment notes.


 


7.          
Each provision of this Agreement will be effective only to the extent, with respect to such provision, that the jurisdictional
requirements of the Minnesota Franchises Law or the Rules and Regulations promulgated thereunder by the Minnesota Commissioner
of Commerce are met independently without reference to this Addendum to the Agreement.


  


IN WITNESS WHEREOF,
the parties hereto have duly executed, sealed, and delivered this Minnesota Addendum to the Regional Developer Agreement on the
same day as the Regional Developer Agreement was executed.


 


	THE JOINT CORP. 	 
	a Delaware corporation 	 
	By:	 	 
	Print Name:	 	 
	Title:	 	 
	 	 	 
	REGIONAL DEVELOPER	 
	 	 	 
	By:	 	 
	Title:	 	 


 


Minnesota Addendum to RD Agreement  




    	 



    	 



    

 


NEW YORK ADDENDUM TO REGIONAL DEVELOPER
AGREEMENT


 


1.          Article
14.1 is amended to add the following:


 


However, we will not
make any such transfer or assignment except to a person who, in our good faith judgment, is willing and able to assume our obligations
under this Agreement, and all rights enjoyed by you and any causes of action arising in its favor from the provisions of Article
33 of the General Business Law of the State of New York and the regulations issued thereunder will remain in force, it being the
intent of this proviso that the non-waiver provisions of General Business Law Sections 687.4 and 687.5 be satisfied.


 


2.          Article
14.5 is amended to add the following:


 


However, all rights
enjoyed by you and any causes of action arising in its favor from the provisions of Article 33 of the General Business Law of the
State of New York and the regulations issued thereunder will remain in force, it being the intent of this proviso that the non-waiver
provisions of General Business Law Sections 687.4 and 687.5 be satisfied.


 


3.          Article
15.4 is amended to add the following:


 


However, you will not
be required to hold harmless or indemnify us for any claim arising out of a breach of this Agreement by us or any other civil wrong
of us.


 


4.          Article
16.13 is amended to add the following:


 


No amendment or modification
of any provision of this Agreement, however, will impose any new or different requirement which unreasonably increases your obligations
or places an excessive economic burden on your operations.


 


5.          Each
provision of this Addendum will be effective only to the extent, with respect to such provision, that the jurisdictional requirements
of the General Business Law of the State of New York are met independently without reference to this Addendum.


 


IN WITNESS WHEREOF, the parties hereto have duly executed, sealed,
and delivered this New York Addendum to the Regional Developer Agreement on the same date as the Regional Developer Agreement was
executed.


 


	THE JOINT CORP. 	 
	a Delaware corporation 	 
	By:	 	 
	Print Name:	 	 
	Title:	 	 
	 	 	 
	REGIONAL DEVELOPER	 
	 	 	 
	By:	 	 
	Title:	 	 


 


New York Addendum to RD Agreement  




    	 



    	 



    

 


NORTH DAKOTA ADDENDUM TO REGIONAL DEVELOPER
AGREEMENT


 


1.          Articles
3.2 and 14.5 each contain a provision requiring a general release as a condition of renewal or transfer of the franchise. Such
release is subject to and will exclude claims arising under the North Dakota Franchise Investment Law.


 


2.          Article
16.7 will be amended to state that arbitration involving a franchise purchased in North Dakota must be held in a location mutually
agreed on prior to the arbitration, or if the parties cannot agree on a location, at a location to be determined by the arbitrator.


 


3.          Article
18.2 is amended to add that covenants not to compete on termination or expiration of an Regional Developer Agreement are generally
not enforceable in the State of North Dakota except in limited circumstances provided by North Dakota law.


 


4.          Article
16.9 will be amended to add that any claim or right arising under the North Dakota Franchise Investment Law may be brought in the
appropriate state or federal court in North Dakota, subject to the arbitration provision of the Agreement.


 


5.          Article
16.8 will be amended to state that, in the event of a conflict of law, to the extent required by the North Dakota Franchise Investment
Law, North Dakota law will prevail.


 


6.          Article
16.10 requires the franchisee to waive a trial by jury, as well as exemplary and punitive damages. These requirements are not enforceable
in North Dakota pursuant to Section 51-19-09 of the North Dakota Franchise Investment Law, and are therefore not part of the Regional
Developer Agreement.


 


7.          Article
16.12 requirement that the franchise consent to a limitation of claims period of one year is not consistent with North Dakota law.
The limitation of claims period under the Regional Developer Agreement shall therefore be governed by North Dakota law.


 


8.          Each
provision of this Addendum will be effective only to the extent, with respect to such provision, that the jurisdictional requirements
of the North Dakota Franchise Investment Law, N.D. Cent. Code §§ 51-19-01 through 51-19-17, are met independently without
reference to this Addendum.


 


IN WITNESS WHEREOF,
the parties hereto have duly executed, sealed, and delivered this North Dakota Addendum to the Regional Developer Agreement on
the same day as the Regional Developer Agreement was executed.


 


	THE JOINT CORP. 	 
	a Delaware corporation 	 
	By:	 	 
	Print Name:	 	 
	Title:	 	 
	 	 	 
	REGIONAL DEVELOPER	 
	 	 	 
	By:	 	 
	Title:	 	 


 


New Dakota Addendum to RD Agreement 




    	 



    	 



    

RHODE ISLAND ADDENDUM TO REGIONAL DEVELOPER
AGREEMENT


 


1.          Articles
3.2 and 14.5 each contain a provision requiring a general release as a condition of renewal and transfer of the franchise. Such
release will exclude claims arising under the Rhode Island Franchise Investment Act.


 


2.          This
Agreement requires that it be governed by Arizona law. To the extent that such law conflicts with Rhode Island Franchise Investment
Act, it is void under Sec. 19-28.1-14.


 


3.          Article
16.9 of the Agreement will each be amended by the addition of the following, which will be considered an integral part of this
Agreement:


 


“§ 19-28.1-14
of the Rhode Island Franchise Investment Act provides that “A provision in an Regional Developer Agreement restricting jurisdiction
or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim
otherwise enforceable under this Act.”


 


4.          Each
provision of this Addendum will be effective only to the extent, with respect to such provision, that the jurisdictional requirements
of Rhode Island Franchise Investment Act, §§ 19- 28-1.1 through 19-28.1-34, are met independently without reference to
this Addendum.


 


IN WITNESS WHEREOF,
the parties hereto have duly executed, sealed, and delivered this Rhode Island Addendum to the Regional Developer Agreement on
the same date as the Regional Developer Agreement was executed.


 


	 	THE JOINT CORP. 
	 	a Delaware corporation 
	 	 	 
	 	By:	 
	 	Print Name:	 
	 	Title:	 
	 	 	 
	 	REGIONAL DEVELOPER
	 	 	 
	 	By:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	 	 
	 	Title:	 


 


Rhode Island Addendum to RD Agreement 




    	 



    	 



    

VIRGINIA ADDENDUM TO REGIONAL DEVELOPER
AGREEMENT


 


No addendum is required
in Virginia at this time.


 


IN WITNESS WHEREOF, the parties hereto
have duly executed, sealed, and delivered this Virginia Addendum to the Regional Developer Agreement on the same date as the Regional
Developer Agreement Washington Addendum to RD Agreement was executed.


 


	 	THE JOINT CORP. 
	 	a Delaware corporation 
	 	 	 
	 	By:	 
	 	Print Name:	 
	 	Title:	 
	 	 	 
	 	REGIONAL DEVELOPER
	 	 	 
	 	By:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	 	 
	 	Title:	 


 


Washington Addendum to RD Agreement 




    	 



    	 



    

 


WASHINGTON ADDENDUM TO REGIONAL DEVELOPER
AGREEMENT


 


1.          The
state of Washington has a statute, RCW 19.100.180 which may supersede the Regional Developer Agreement in your relationship with
the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede
the Regional Developer Agreement in your relationship with the franchisor including the areas of termination and renewal of your
franchise.


 


2.          In
any arbitration involving a franchise purchased in Washington, the arbitration site shall be either in the state of Washington,
or in a place mutually agreed upon at the time of the arbitration, or as determined by the arbitrator.


 


3.          In
the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall
prevail.


 


4.          A
release or waiver of rights executed by a franchisee shall not include rights under the Washington Franchise Investment Protection
Act except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented
by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims
under the Act, rights or remedies under the Act such as a right to a jury trial may not be enforceable.


 


5.          Transfer
fees are collectable to the extent that they reflect the franchisor’s reasonable estimated or actual costs in effecting a
transfer.


 


6.          The
Department of Financial Institutions for the State of Washington requires that the payment of the Development Fee be deferred until
we have completed our initial obligations under Item 11 and you open for business.


 


IN WITNESS WHEREOF, the parties hereto have
duly executed, sealed, and delivered this Washington Addendum to the Regional Developer Agreement on the same date as the Regional
Developer Agreement was executed.


 


	 	THE JOINT CORP. 
	 	a Delaware corporation 
	 	 	 
	 	By:	 
	 	Print Name:	 
	 	Title:	 
	 	 	 
	 	REGIONAL DEVELOPER	 
	 	 	 
	 	By:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	 	 
	 	Title:	 


 


Washington Addendum to RD Agreement 




    	 



    	 



    

 


EXHIBIT C


 


TABLE OF CONTENTS OF MANUALS


 


The Joint RD FDD – Exhibit C – Table of Contents
– RD Manual 




    	 



    	 



    

 


REGIONAL DEVELOPER OPERATIONS MANUAL


 


	Subject	 	Pages Devoted to Subject (approx.)
	 	 	 
	Welcome	 	1
	 	 	 
	Philosophy of RD	 	1
	 	 	 
	Corporate Contacts	 	1
	 	 	 
	Find and Market Leads	 	1
	 	 	 
	Present the Offer	 	1
	 	 	 
	Disclosing the Prospect	 	3
	 	 	 
	Finding a Location	 	3
	 	 	 
	Building a Clinic	 	6
	 	 	 
	Vendor Relations	 	2
	 	 	 
	Opening a Clinic	 	5
	 	 	 
	Marketing the Clinic	 	3
	 	 	 
	Daily Clinic Duties	 	6
	 	 	 
	Daily Clinic Reporting	 	1
	 	 	 
	Manual Review Checklist	 	1
	 	 	 
	Franchise Disclosure Document Overview	 	158
	 	 	 
	FTC Franchise Rules and Regulations	 	24
	 	 	 
	Franchise Rule Compliance	 	164
	 	 	 
	Total Pages (Approximate):  385


 


The Joint RD FDD – Exhibit C – Table of Contents
– RD Manual 




    	 



    	 



    

 


LOCATION FRANCHISE OPERATIONS MANUAL


 


	SECTION	 	# OF PAGES
	 	 	 
	INTRODUCTION TO THE MANUAL	 	 
	Purpose of this Manual	 	1
	Confidentiality Statement	 	1
	Acknowledgement of Receipt	 	1
	 	 	 
	INTRODUCTION TO YOUR FRANCHISE SYSTEM	 	 
	Welcome Letter	 	1
	Philosophy	 	1
	Who to Contact	 	1
	Overview of Services to Franchisees	 	1
	Overview of Your Responsibilities	 	2
	Support	 	1
	Compliance Policies	 	1
	Communication	 	1
	Core Business Review	 	3
	Fees	 	1
	 	 	 
	PRE-OPENING PROCEDURES	 	 
	Introduction	 	1
	Countdown to Opening	 	1
	Opening a Clinic From A to Z	 	9
	EIN	 	1
	Articles of Incorporation	 	2
	State Tax ID	 	1
	City License	 	1
	Government Posters	 	3
	Franchisee Training	 	1
	 	 	 
	Construction	 	 
	Introduction	 	8
	“As is” Drawings	 	1
	Finalized Space Plan	 	1
	Finalized Drawings	 	1
	Invitation to Bid	 	1
	Bid Form	 	6
	Finish Schedule	 	2


 


The Joint RD FDD – Exhibit C – Table of Contents
– RD Manual 




    	 



    	 



    

 


	Interior Paint Pallet	 	1
	General Notes for Qualifications	 	1
	Apply for Building Permit	 	1
	Constriction Punch List	 	4
	Signage	 	1
	Outdoor Banners	 	1
	Indoor Banners	 	1
	Window Decals	 	1
	Interior Furniture	 	1
	Art Package	 	1
	Flowers and Plants	 	1
	Front Counter Specs	 	9
	Reception Wall Specs	 	2
	Menu Board	 	1
	Mission Board	 	1
	Lighting	 	5
	Adjusting Tables	 	2
	Hardware/Software	 	1
	Computer Mount	 	1
	Ceiling	 	1
	Carpet and Flooring	 	1
	Storage	 	1
	Decorative Wall	 	1
	Reference Photos	 	3
	Inventory and Supplies	 	1
	 	 	 
	FRANCHISEE GUIDELINES	 	 
	Insurance	 	4
	Clinic Hours	 	2
	Sample P&L	 	1
	Adjusting Techniques	 	1
	Documentation Policy	 	1
	Music Guidelines	 	1
	Data	 	1
	Vendor Guide	 	2
	HIPPA	 	9
	Grand Opening Guidelines	 	2
	Hiring Process	 	17
	Sample Background Check	 	1
	Human Resource Compliance	 	3
	Employee Policies	 	2
	Employee Handbook	 	9


 


The Joint RD FDD – Exhibit C – Table of
Contents – RD Manual 




    	 



    	 



    

 


	DAILY OPERATING PROCEDURES	 	 
	Customer Service Standards	 	3
	Welcoming Patients	 	1
	Phone Calls	 	2
	Email	 	1
	Patient Plans	 	4
	Opening Duties	 	1
	Checking ARB	 	2
	Doctor Daily Duties	 	2
	Clinic Forms	 	17
	Methods of Payments	 	4
	Referral Program	 	2
	Benefits of Routine Care	 	1
	Dress Code	 	3
	Sales Approach	 	4
	Closing Duties	 	1
	 	 	 
	SOFTWARE	 	 
	Intro	 	1
	Support	 	1
	What is J4	 	1
	Getting Started	 	1
	Navigating the Dashboard	 	4
	New Patients	 	2
	Adding Family Members	 	1
	Removing Family Members	 	1
	Existing Patients	 	1
	Removing Patients	 	1
	Payments and Adjustments	 	1
	Balance Adjustment	 	3
	Back Office	 	1
	Initial Exam	 	4



 


The Joint RD FDD – Exhibit C – Table of Contents – RD Manual 



    	 



    	 



    

 


	MARKETING	 	 
	Guidelines	 	1
	Contacts	 	1
	Marketing 101	 	4
	Grand Opening Plan	 	3
	Tools	 	5
	Zone Advertising	 	3
	Display Ads	 	1
	Inserts	 	1
	Post it Notes	 	1
	Wraps	 	4
	Miscellaneous	 	2
	Marketing	 	3
	Email Marketing	 	2
	Online Marketing	 	2
	Additional Options	 	3
	Guerilla Marketing	 	5
	The Message	 	3
	Clayton Kendall	 	4
	Social Media	 	5


 


Total Pages (Approximate)
- 298


 


The
Joint RD FDD – Exhibit C – Table of Contents – RD Manual 




    	 



    	 



    

 


Exhibit
D


 


FINANCIAL
STATEMENTS




    	 



    	 



    

 


 


 


CONSOLIDATED FINANCIAL STATEMENTS


 


DECEMBER 31, 2012 AND 2011




    	 



    	 



    

 

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





CONSOLIDATED FINANCIAL STATEMENTS 


 


DECEMBER 31, 2011 AND 2010


 





The Joint RD FDD – Exhibit D – Financial Statements 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    






EXHIBIT E


 


CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT


 


The Joint RD FDD – Exhibit
E - Confidentiality/Non-Disclosure Agreement




    	 	1



    	 



    

 


CONFIDENTIALITY/NONDISCLOSURE AGREEMENT


 


THIS
AGREEMENT, made and entered into this ______ day of __________________, 20____, by and between The Joint Corp., a
Delaware corporation, (hereinafter referred to as "the Company") and
____________ ____________________________________________________________________, whose address is
____________________________________________________________ (hereinafter referred to as "Prospective Regional
Developer").


 


WITNESSETH THAT:


 


WHEREAS, Prospective
Regional Developer desires to obtain certain confidential and proprietary information from the Company for the sole purpose of
inspecting and analyzing said information in an effort to determine whether to purchase a franchise from the Company; and


 


WHEREAS, the
Company is willing to provide such information to Prospective Regional Developer for the limited purpose and under the terms and
conditions set forth herein;


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants and promises herein contained, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:


 


1.          DEFINITION.
"Confidential Information" is used herein to mean all information, documentation and devices disclosed to or made
available to Prospective Regional Developer by the Company, whether orally or in writing, as well as any information, documentation
or devises heretofore or hereafter produced by Prospective Regional Developer in response to or in reliance on said information,
documentation and devises made available by the Company.


 


2.          TERM.
The parties hereto agree that the restrictions and obligations of Paragraph 3 of this Agreement shall be deemed to have been
in effect from the commencement on the ______ day of __________________, 20____, of the ongoing negotiations between Prospective
Regional Developer and the Company and continue in perpetuity until disclosed by the Company.


 


3.          TRADE
SECRET ACKNOWLEDGEMENT. Prospective Regional Developer acknowledges and agrees the Confidential Information is a valuable trade
secret of the Company and that any disclosure or unauthorized use thereof will cause irreparable harm and loss to the Company.


 


4.          TREATMENT
OF CONFIDENTIAL INFORMATION. In consideration of the disclosure to Prospective Regional Developer of Confidential Information,
Prospective Regional Developer agrees to treat Confidential Information in confidence and to undertake the following additional
obligations with respect thereto:


 


(a) To use Confidential
Information for the sole purpose of inspecting and analyzing the information in an effort to determine whether to purchase a franchise
from the Company and solely in its operation of the Company Franchise;


 


(b) Not to disclose Confidential
Information to any third party;


 


(c) To limit dissemination
of Confidential Information to only those of Prospective Regional Developer’s officers, directors and employees who have
a need to know to perform the limited tasks set forth in Item 4 (a) above; and who have agreed to the terms and obligations of
this Agreement by affixing their signatures hereto;


 


(d) Not to copy Confidential
Information or any portions thereof; and


 


The Joint RD FDD – Exhibit
E - Confidentiality/Non-Disclosure Agreement




    	 	2



    	 



    

 


e) To return Confidential
Information and all documents, notes or physical evidence thereof, to the Company upon a determination that Prospective Regional
Developer no longer has a need therefore, or a request therefore, from the Company, whichever occurs first.


 


5.          SURVIVAL
OF OBLIGATIONS. The restrictions and obligations of this Agreement shall survive any expiration, termination or cancellation
of this Agreement and shall continue to bind Prospective Regional Developer, his heirs, successors and assigns in perpetuity.


 


6.          NEGATION
OF LICENSES. Except as expressly set forth herein, no rights to licenses, expressed or implied, are hereby granted to Prospective
Regional Developer as a result of or related to this Agreement.


 


7.          APPLICABLE
LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of Arizona.


 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed.


 


	THE JOINT CORP.	 
	 	 
	A Delaware corporation	 
	 	 
	BY:	 	 
	 	 	 
	ITS:	 	 
	 	 
	 	 
	(Signature of Prospective Franchise Owner)	 
	 	 
	 	 
	Print Name of Prospective Franchise Owner	 


 


The Joint RD FDD – Exhibit
E - Confidentiality/Non-Disclosure Agreement




    	 	3



    	 



    

 


EXHIBIT F


 


LIST OF FRANCHISEES


 


REGIONAL DEVELOPERS:


 


Austin, Dallas, Houston, 


and San Antonio, Texas


David Glover


Anne Glover


908 Town & Country Blvd


Suite 120


Houston, TX 77024


(713) 829-5198


 


Denver, Colorado


Brad Remington


3139 Emporia St.


Denver, CO 80238


(314) 604-0608


 


LA County and Northern California


Chad Meisinger


Raymond Espinoza


23522 El Toro Road


Suite 204


Lake Forest, CA 92630


(949) 412-8421


 


Orange and San Diego Counties, California 


Dennis Conklin


3216 Sitio Montecillo


Carlsbad, CA 92009


(602) 999-2397


 


Eric Hua


23625 El Toro Rd, suite B


Lake Forest, CA 92630


(949) 842-1224


 


Louisiana 


Virgil and Vi Bryant


800 W. Main Street


New Iberia, LA 70560


337-380-9433


 


Tampa and Sarasota, Florida


Virgil and Vi Bryant


800 W. Main Street


New Iberia, LA 70560


337-380-9433


 


Seattle Washington


Tony and Teresa Digiuseppe


10869 N. Scottsdale Road


Suite 103-257


Scottsdale, Arizona


85254


602-405-0558


 


New York


Counties of: Erie, Monroe, Nassau and Suffolk


Marc Ressler, Angelo Marracino and Cleon Easton III


4375 Transit Road Suite # 250


Clarence, New York


14221


716-907-1444


 


Salt Lake City, Utah


Reno, Nevada


Boise, Idaho 


Chris O’Neal


5422 Longley Lane Suite A 


Reno, Nevada 89511


805-451-3281


 


St. Louis, Missouri 


Mike Klearman


Bruce Conner


P.O. Box 726


Chesterfield, MO 63006


(636) 675-0366


 


The Joint RD FDD – Exhibit
F – List of Franchise Owners




    	 	1



    	 



    

 


South Carolina,


Augusta and Savannah Georgia


David Glover


Anne Glover


908 Town & Country Blvd


Suite 120


Houston, TX 77024


(713) 829-5198


 


Michael Fluegge


1955 Old Mill Road


Campobello, South Carolina


29322


864-415-4191


 


Minnesota


Steve Long


Benjamin Anderson


Robert Anderson


2208 Brookhaven CT


Edmond, OK 73034


405-414-1717


 


Inland Empire, California and Las Vegas, Nevada


Christina Yabanez


1650 E. Camelback Road


Suite 170


Phoenix, Arizona 85016


915-920-6663


 


Atlanta Georgia


Dr. Patrick Greco


650 Ponce de Leon Ave.


Suite 600A


Atlanta, GA 30308


404-797-6088


 


North Carolina


Paul Trindel


5797 Meadow Pond Ct


Summerfield, NC 27358


336-601-2926


 


New Jersey


Tom Walsh


63 Strauss Drive


Shrewsbury, New Jersey


07702


732-687-4884


 


The Joint RD FDD – Exhibit
F – List of Franchise Owners




    	 	2



    	 



    

 


The following lists the name, city and
state, and the current business telephone number (or, if unknown, the last known home telephone number) of Regional Developers
franchisees who had an outlet terminated, canceled, not renewed, or otherwise voluntarily or involuntarily ceased to do business
under the Regional Developer Agreement with us during our most recently completed fiscal year or who had not communicated with
us within 10 weeks of the issuance date of this Disclosure Document: 


 


None


 


The Joint RD FDD – Exhibit
F – List of Franchise Owners




    	 	1



    	 



    

 


EXHIBIT
G


 


general
release – form


 


 


The Joint RD FDD – Exhibit G – General Release Form




    	 



    	 



    

 


GENERAL RELEASE AGREEMENT


 


THIS GENERAL RELEASE
AGREEMENT (“Release”) is made and entered into this ______ day of _____________, 20__, by and between THE
JOINT CORP., a Delaware corporation (“Franchisor”), and _________________________________, a _______________
corporation/limited liability company/partnership (circle one) (“Regional Developer”), and each shareholder/member/partner
of Regional Developer and his or her spouse (individually, an “Owner,” and collectively, the “Owners”)
(collectively, Franchisor, Franchisee, and the Owners are referred to hereinafter as the “Parties”).


 


WHEREAS, the Parties
previously entered into that certain Regional Developer Agreement dated _________________, 20___ (the “Agreement”),
granting Regional Developer a single Regional Developer Business of Franchisor for a specific Term (as defined in the Agreement);
and


 


WHEREAS, Regional Developer
desires to renew the Agreement for an additional Term (as defined in the Agreement); and


 


WHEREAS, Section 4
of the Agreement requires Regional Developer and each of its Owners and their respective spouses to execute, in favor of Franchisor
and its officers, directors, agents, and employees, and Franchisor’s affiliates and their officers, directors, agents, and
employees, as a condition to renew the Agreement, a general release from liability of all claims that Regional Developer, its Owners,
and their respective spouses may have against Franchisor, its affiliates, and their respective owners, officers, directors, employees,
and agents; and


 


WHEREAS, the Parties
desire to enter into this Release to comply with the requirements of the Agreement and preserve Regional Developer’s eligibility
to renew the Agreement.


 


NOW, THEREFORE, in
consideration of the mutual agreements contained herein and other valuable consideration, the Parties hereby agree as follows:


 


1.          Recitals.
The foregoing Recitals are incorporated into and made part of this Release.


 


2.          Release.
Regional Developer, each Owner and his or her spouse, and their present or former affiliated entities, officers, directors, shareholders,
partners, members, employees, contractors, agents, predecessors, successors, assigns, attorneys, representatives, heirs, personal
representatives and any spouses of each, as well as all other persons, firms, corporations, limited liability companies, associations
or partnerships or other affiliated entities claiming by or through them (the “Releasing Entities”), hereby fully release
Franchisor and its present or former officers, directors, shareholders, partners, members, employees, contractors, agents, predecessors,
successors, assigns, attorneys, representatives, heirs, personal representatives and any spouses of each, and Franchisor’s
affiliates and other related parties and their respective present or former officers, directors, shareholders, partners, members,
employees, contractors, agents, predecessors, successors, assigns, attorneys, representatives, heirs, personal representatives
and any spouses of each, as well as all other persons, firms, corporations, limited liability companies, associations or partnerships
or other affiliated entities claiming by or through Franchisor (the “Released Entities”) from any and all liabilities,
claims, demands, debts, damages, obligations and causes of action of any nature or kind, whether presently known or unknown, which
Franchisee and/or Owner and/or his or her spouse may have against the Released Entities as of the date this Agreement is executed,
except for any claims under [the California Franchise Investment Law (California Corporations Code sections 31000 to 31516) or
the California Franchise Relations Act (California Business and Professions Code Sections 20000 to 20043); the Indiana Franchise
Act; the Illinois Franchise Disclosure Act; the Maryland Franchise Registration and Disclosure Law; Minnesota Statutes, 1973 Supplement,
sections 80C.01 to 80C.22 (the “Minnesota Franchise Law”); or the Washington Franchise Investment Protection Act].


 


The Joint RD FDD – Exhibit G – General Release Form




    	 



    	 



    

 


3.          Miscellaneous.


 


A.           This
Release contains the entire agreement and representations between the Parties hereto with respect to the subject matter hereof.
This Release supersedes and cancels any prior understanding or agreement between the parties hereto whether written or oral, express
or implied. No modifications or amendments to this Release shall be effective unless in writing, signed by all Parties.


 


B.           In
the event any provision hereof, or any portion of any provision hereof shall be deemed to be invalid, illegal or unenforceable,
such invalidity, illegality, or unenforceability shall not affect the remaining portion of any provision, or of any other provision
hereof, and each provision of this Release shall be deemed severable from all other provisions hereof.


 


C.           This
Release shall be governed by the laws of the State of Arizona. Any litigation or court action arising under or related to this
Release shall be filed in state or federal court in Maricopa County, State of Arizona.


 


D.           In
the event a court action is brought to enforce or interpret this Release, the prevailing Party in that proceeding or action shall
be entitled to reimbursement of all of its legal expenses, including, but not limited to, reasonable attorneys’ fees and
court costs incurred. The prevailing Party shall be entitled to reimbursement of all such expenses both in the initial proceeding
or action and on any appeal therefrom.


 


E.           This
Release is binding on the Parties hereto and their respective successors, heirs, beneficiaries, agents, legal representatives,
and assigns, and on any other persons claiming a right or interest through the Parties.


 


F.           This
Release may be executed in any number of counterparts, all of which shall be deemed to constitute one and the same instrument,
and each counterpart shall be deemed an original.


 


IN WITNESS WHEREOF, the Parties hereto
affix their signatures and execute this Release as of the day and year first above written.


 



	FRANCHISOR:	 
	 	 
	THE JOINT CORP.	 
	 	 
	a Delaware corporation	 
	 	 
	 	 
	 	 
	By:	 	 
	 	 	 
	Its:	 	 


 


The Joint RD FDD – Exhibit G – General Release Form




    	 



    	 



    

 


	FRANCHISEE:	 
	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	By:	 	 
	 	 	 
	Title:	 	 


 


OWNERS:


 


	
         

         

        _______________________________

        Signature of Owner
	
        Owner’s Residential Address:

         

        _______________________________
	Owner's % Ownership:
	
         

        ______________________________

        Printed/Typed Name of Owner
	
         

        _______________________________
	
         

        _______%

	
         

         

        ______________________________

        Signature of Owner's Spouse
	
        Owner’s Title/Position with Franchisee:

         

        _______________________________

	
         

        _______________________________

        Printed/Typed Name of Spouse
	
         

         

        Date: ____________________, 200__



 


[The remainder of
this page is intentionally left blank]


 


The Joint RD FDD – Exhibit G – General Release Form




    	 



    	 



    

 


	
         

         

        _______________________________

        Signature of Owner
	
        Owner’s Residential Address:

         

        _______________________________
	Owner's % Ownership:
	
         

        ______________________________

        Printed/Typed Name of Owner
	
         

        _______________________________
	
         

        _______%

	
         

         

        ______________________________

        Signature of Owner's Spouse
	
        Owner’s Title/Position with Franchisee:

         

        _______________________________

	
         

        _______________________________

        Printed/Typed Name of Spouse
	
         

         

        Date: ____________________, 200__



 


	
         

         

        _______________________________

        Signature of Owner
	
        Owner’s Residential Address:

         

        _______________________________
	Owner's % Ownership:
	
         

        ______________________________

        Printed/Typed Name of Owner
	
         

        _______________________________
	
         

        _______%

	
         

         

        ______________________________

        Signature of Owner's Spouse
	
        Owner’s Title/Position with Franchisee:

         

        _______________________________

	
         

        _______________________________

        Printed/Typed Name of Spouse
	
         

         

        Date: ____________________, 200__



 


[The remainder of
this page is intentionally left blank]


 


The Joint RD FDD – Exhibit G – General Release Form




    	 



    	 



    

 


	
         

         

        _______________________________

        Signature of Owner
	
        Owner’s Residential Address:

         

        _______________________________
	Owner's % Ownership:
	
         

        ______________________________

        Printed/Typed Name of Owner
	
         

        _______________________________
	
         

        _______%

	
         

         

        ______________________________

        Signature of Owner's Spouse
	
        Owner’s Title/Position with Franchisee:

         

        _______________________________

	
         

        _______________________________

        Printed/Typed Name of Spouse
	
         

         

        Date: ____________________, 200__



 


	
         

         

        _______________________________

        Signature of Owner
	
        Owner’s Residential Address:

         

        _______________________________
	Owner's % Ownership:
	
         

        ______________________________

        Printed/Typed Name of Owner
	
         

        _______________________________
	
         

        _______%

	
         

         

        ______________________________

        Signature of Owner's Spouse
	
        Owner’s Title/Position with Franchisee:

         

        _______________________________

	
         

        _______________________________

        Printed/Typed Name of Spouse
	
         

         

        Date: ____________________, 200__



 


[The remainder of
this page is intentionally left blank]


 


The Joint RD FDD – Exhibit G – General Release Form




    	 



    	 



    

 


	
         

         

        _______________________________

        Signature of Owner
	
        Owner’s Residential Address:

         

        _______________________________
	Owner's % Ownership:
	
         

        ______________________________

        Printed/Typed Name of Owner
	
         

        _______________________________
	
         

        _______%

	
         

         

        ______________________________

        Signature of Owner's Spouse
	
        Owner’s Title/Position with Franchisee:

         

        _______________________________

	
         

        _______________________________

        Printed/Typed Name of Spouse
	
         

         

        Date: ____________________, 200__



 


The Joint RD FDD – Exhibit G – General Release Form




    	 



    	 



    

 


EXHIBIT
H


 


TRANSFER
AGREEMENT


 


 


The Joint RD FDD – Exhibit H – Transfer Agreement




    	 



    	 



    

 


TRANSFER AGREEMENT


 


THIS TRANSFER AGREEMENT
(“Agreement”) is made and entered into this ______ day of _____________, 200__, by and between THE JOINT CORP.,
a Delaware corporation, (“Franchisor”), and _________________________________, a _______________ corporation/limited
liability company/partnership (circle one) (“Regional Developer”), and each undersigned owner of Regional Developer
and his or her spouse (individually, an “Owner,” and collectively, the “Owners”), and _______________________________,
a _______________ corporation/limited liability company/partnership (circle one) (“Assignee”) (collectively, Franchisor,
Regional Developer, Owners, and Assignee are referred to hereinafter as the “Parties”).


 


WITNESSETH:


 


WHEREAS,
Franchisor and Regional Developer previously entered into that certain Regional Developer Agreement
dated ______________________, 20__ (the “RDA”), granting to Regional Developer that certain Regional
Developer franchise located at _______________________________________ _
 _______________________________ ________________________________________________________________________________________________________________________________(the “Franchise”);


 


WHEREAS, the RDA provides
as follows with respect to the Transfer (as defined below) of the RDA, the Franchise, or any interest therein:


 


a.           Section
11.2(a) states that any Transfer (as defined below) of the Regional Developer’s interest in the RDA or of Regional Developer’s
rights or privileges under the RDA must be approved by Franchisor in writing before such Transfer may be made or become effective;


 


b.           Section
11.2(b) of the RDA defines as a “Transfer” any voluntary, involuntary, direct or indirect assignment, sale, gift or
other disposition, and includes without limitation (i) the transfer of record or beneficial ownership of capital stock, partnership
interest, membership interest, or other ownership interest in Regional Developer, or right to receive all or a portion of Regional
Developer’s profits or losses; (ii) merger, consolidation, or exchange of shares or other ownership interests, or issuance
of additional ownership interests or securities representing or potentially representing shares or other ownership interests, or
redemption of shares or other ownership interests; (iii) any sale or exchange of voting interests or securities convertible
to voting interests, or any agreement granting the right to exercise or control the exercising of the voting rights of any Owner
or to control Regional Developer’s operations or affairs; (iv) any transfer of an interest in Regional Developer, the Agreement,
or the Regional Developer Business or its assets (or any right to receive all or a portion of Regional Developer’s or the
Regional Developer Business’s profits or losses or any capital appreciation relating to the Regional Developer Business)
in a divorce, insolvency, or entity dissolution proceeding, or otherwise by operation of law; (v) if Regional Developer or an Owner
dies, the transfer of an interest in Regional Developer, the Agreement, or the Regional Developer Business or its assets (or any
right to receive all or a portion of Regional Developer’s or the Regional Developer Business’s profits or losses or
any capital appreciation relating to the Regional Developer Business) by will, declaration or transfer in trust, or under the law
of instate succession; and (vi) pledge of the Agreement or an ownership interest in Regional Developer as security, or Regional
Developer’s transfer, surrender, or loss of possession, control, or management of its Regional Developer franchise.


 


The Joint RD FDD – Exhibit H – Transfer Agreement




    	 



    	 



    

 


c.           Section
11.3 of the RDA sets forth certain terms and conditions that must be complied with, or that Franchisor may require be complied
with, before any Transfer may be made or become effective; and


 


WHEREAS,
Regional Developer and/or each undersigned Owner wish(es) to Transfer (as defined in Section 11.2(b) of the RDA) to Assignee
the following interest (the “Transferred Interest”): ______________
______________________________________________________________________________________________________


______________________________________________________________________________________________________


______________________________________________________________________________________________________


______________________________________________________________________________________________________


 





WHEREAS, Franchisor
is willing to consent to the above Transfer of the Transferred Interest, and the Parties desire that the Transfer be made in accordance
with the following terms and conditions;


 


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.          Recitals.
The above Recitals and sections of the RDA referred therein are hereby incorporated into and made part of this Agreement.


 


2.          Consent
to Transfer. Franchisor hereby consents to the Transfer of the Transferred Interest as described in the Recitals.


 


3.          Conditions
for Approval of Transfer. Regional Developer, and/or each undersigned Owner and his or her spouse, and Assignee each hereby
represent and warrant that the conditions for approval of Transfer as set forth in Section 11.3 of the RDA, to the extent such
conditions are not specifically addressed or resolved under this Agreement, have been fully and completely satisfied as provided
in such Section 11.3 and to Franchisor’s satisfaction.


 


4.          Release.
Regional Developer, each Owner and his or her spouse, and their present or former affiliated entities, officers, directors, shareholders,
partners, members, employees, contractors, agents, predecessors, successors, assigns, attorneys, representatives, heirs, personal
representatives and any spouses of each, as well as all other persons, firms, corporations, limited liability companies, associations
or partnerships or other affiliated entities claiming by or through them (the “Releasing Entities”), hereby fully release
Franchisor and its present or former officers, directors, shareholders, partners, members, employees, contractors, agents, predecessors,
successors, assigns, attorneys, representatives, heirs, personal representatives and any spouses of each, and Franchisor’s
affiliates and other related parties and their respective present or former officers, directors, shareholders, partners, members,
employees, contractors, agents, predecessors, successors, assigns, attorneys, representatives, heirs, personal representatives
and any spouses of each, as well as all other persons, firms, corporations, limited liability companies, associations or partnerships
or other affiliated entities claiming by or through Franchisor (the “Released Entities”) from any and all liabilities,
claims, demands, debts, damages, obligations and causes of action of any nature or kind, whether presently known or unknown, which
Franchisee and/or Owner and/or his or her spouse may have against the Released Entities as of the date this Agreement is executed,
except for any claims under [the California Franchise Investment Law (California Corporations Code sections 31000 to 31516) or
the California Franchise Relations Act (California Business and Professions Code Sections 20000 to 20043); the Indiana Franchise
Act; the Illinois Franchise Disclosure Act; the Maryland Franchise Registration and Disclosure Law; Minnesota Statutes, 1973 Supplement,
sections 80C.01 to 80C.22 (the “Minnesota Franchise Law”); or the Washington Franchise Investment Protection Act].


 


The Joint RD FDD – Exhibit H – Transfer Agreement




    	 



    	 



    

 


5.          Non-Competition;
Non-Solicitation; Confidentiality.


 


A.           Definitions.
Wherever used in this Section 5, the term “Franchisor” shall refer to Franchisor and any affiliate, subsidiary, or
any successor or assign of Franchisor. Wherever used in this Section, the phrase “directly or indirectly” includes,
but is not limited to, acting, either personally or as principal, owner, shareholder, 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, trustees, agents, or associates of any
of the undersigned parties. Wherever used in this Section, the term “employees” shall refer to employees of Franchisor;
any affiliate, subsidiary, or any successor or assign of Franchisor; and any franchisee of Franchisor 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 10 of the RDA, which provisions are hereby incorporated by reference.


 


B.           Consideration.
The undersigned Parties acknowledge that consideration for this Agreement has been provided and is adequate. The consideration
includes, but is not limited to, the granting of the Franchise to Regional Developer and/or each undersigned Owner, and Franchisor’s
consent to the Transfer of the Transferred Interest as provided in this Agreement.


 


C.           Need
for this Agreement. The undersigned Parties recognize that in the highly competitive business in which Franchisor 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 Franchisor. Regional Developer and/or each undersigned
Owner recognize that it has had substantial contact with Franchisor’s employees, customers, and suppliers and Confidential
Information. For that reason, Regional Developer and/or each undersigned Owner may be in a position to take for his or her benefit
the Confidential Information and goodwill Franchisor has with its employees and Confidential Information now or in the future.
If Regional Developer and/or each undersigned Owner, after the Transfer of the Transferred Interest as provided in this Agreement,
takes advantage of such Confidential Information or goodwill for Regional Developer’s and/or each undersigned Owner’s
own benefit, then the competitive advantage that Franchisor has created through its efforts and investment will be irreparably
harmed.


 


D.           Non-Competition
with Franchisor. Regional Developer and/or each undersigned Owner of Regional Developer agrees that for eighteen (18) months
following the date of this Agreement, neither Regional Developer, nor any Owner, nor any member of Regional Developer’s or
an Owner’s immediate family will have any direct or indirect interest (e.g., through a spouse) as a disclosed or beneficial
owner, investor, partner, director, officer, employee, consultant, representative or agent, or in any other capacity, in any Competitive
Business located or operating: (a) within the Development Area; (b) within the development area of any of our other regional developers,
or (c) within twenty-five (25) miles of any The Joint Corp. location franchise in operation or development on the date of this
Agreement. The term “Competitive Business” means any business which derives more than Fifty-Thousand Dollars ($50,000)
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, other than a franchise operated under a franchise or regional developer agreement with us.


 


The Joint RD FDD – Exhibit H – Transfer Agreement




    	 



    	 



    

 


E.           Non-Solicitation
of Franchisor’s Employees. Regional Developer and/or each undersigned Owner agrees that for twelve (12) months after
the date of this Agreement, it will not directly or indirectly: (a) induce, canvas, solicit, or request or advise any employees
of Franchisor, the Franchise, or any Location or Regional Developer franchise to accept employment with any person, firm, or business
that competes with any business of Franchisor, or any The Joint Corp. location or regional developer franchise; or (b) induce,
request, or advise any employee of Franchisor, the Franchise, or any The Joint franchise to terminate such employee’s relationship
with Franchisor, the Franchise, or any The Joint franchise; 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 Franchisor, the Franchise, or any The Joint
franchise, except as required by law.


 


F.           Non-Solicitation
of Franchisor’s Customers. Regional Developer and/or each undersigned Owner agrees that for twelve (12) months after
the date of this Agreement, it will not directly or indirectly: (a) induce, canvas, solicit, or request or advise any customers
of Franchisor, the Franchise, or any The Joint franchise to become customers of any person, firm, or business that competes with
any business of Franchisor, the Franchise, or any The Joint franchise; or (b) induce, request or advise any customer of Franchisor,
the Franchise, or any The Joint franchise to terminate or decrease such customer’s relationship with Franchisor, the Franchise,
or any The Joint franchise; 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 Franchisor, the Franchise, or any The Joint franchise, except as required by law.


 


G.           Confidential
Information. Regional Developer and/or each undersigned Owner agrees 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 Regional Developer’s
and/or each undersigned Owner’s personal benefit, or the benefit of any other person or entity other than Franchisor, or
disclose it directly or indirectly to any person or entity without Franchisor’s express authorization or written consent.
Regional Developer and each undersigned Owner 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.


 


6.          Subordination.
Regional Developer and/or each undersigned Owner and Assignee each agrees that all of Assignee’s obligations to make any
installment payments to or for the benefit of Regional Developer and/or an undersigned Owner in connection with the Transfer of
the Transferred Interest as provided under this Agreement shall be subordinate to Assignee’s obligations under the RDA or
any New RDA (as defined below) to pay to us or our affiliates any fees and payments provided for therein.


 


7.          New
RDA. Assignee agrees that in connection with the Transfer of the Transferred Interest to it, Assignee shall sign at Franchisor’s
request the form of Regional Developer Agreement currently used by Franchisor in selling and offering franchises like the Franchise
(the “New RDA”).


 


The Joint RD FDD – Exhibit H – Transfer Agreement




    	 



    	 



    

 


8.          Guaranty
of Obligations. In consideration of, and as an inducement to, the execution of this Agreement by Franchisor, each undersigned
Owner hereby personally and unconditionally (a) guarantees to Franchisor us and its successors and assigns that the Owner
will punctually pay and perform each and every undertaking, agreement and covenant of Assignee set forth in the RDA or any New
RDA; and (2) agrees to be personally bound by, and personally liable for the breach of, each and every provision in the RDA
or any New RDA, including without limitation, monetary obligations, the obligations to take or refrain from taking certain actions
and arbitration of disputes. Each undersigned Owner waives (1) protest and notice of default, demand for payment or nonperformance
of any obligations guaranteed by this Section 8; (2) any right the Owner may have to require that an action be brought against
Franchisor or any other person as a condition of the Owner’s liability; (3) all right to payment or reimbursement from,
or subrogation against, Franchisor which Owner may have arising out of this guaranty of Assignee; and (4) any and all other
notices and legal or equitable defenses to which Owner may be entitled in its capacity as guarantor. Each undersigned Owner consents
and agrees that (1) its direct and immediate liability under this Section shall be joint and several; (2) it will make
any payment or render any performance required under the RDA or any New RDA on demand if Assignee fails or refuses to do so when
required; (3) its liability will not be contingent or conditioned on our pursuit of any remedies against Assignee or any other
person; (4) its liability will not be diminished, relieved or otherwise affected by any extension of time, credit or other
indulgence which Franchisor may from time to time grant to Assignee or to any other person, including without limitation, the acceptance
of any partial payment or performance, or the compromise or release of any claims; and (5) the guaranty under this Section
will continue and be irrevocable during the term of the RDA or any New RDA and afterward for so long as Assignee has any obligations
under the RDA or any New RDA. If Franchisor is required to enforce the guaranty provided for under this Section in a judicial or
arbitration proceeding, and prevail in such proceeding, then each undersigned Owner agrees that Franchisor will be entitled to
reimbursement of its costs and expenses, including, but not limited to, reasonable accountants', attorneys', attorneys' assistants',
arbitrators' and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses and travel
and living expenses, whether incurred prior to, in preparation for or in contemplation of the filing of any such proceeding. If
Franchisor is required to engage legal counsel in connection with any failure by any undersigned Owner to comply with the guaranty
provisions of this Section, then the Owner shall reimburse Franchisor for any of the above-listed costs and expenses incurred by
Franchisor.


 


9.          Breach.
The Parties hereby agree that each of the matters stated herein are important, material, and confidential, and substantially affect
the effective and successful conduct of the business of Franchisor and its reputation, and goodwill. Any breach of the terms of
this Agreement is a material breach of this Agreement, which will result in substantial and irreparable injury to Franchisor, for
which the breaching Party may be preliminarily and permanently enjoined and for which the breaching Party shall also pay to Franchisor
all damages (including, but not limited to, compensatory, incidental, consequential and lost profits damages) which arise from
the breach, together with interest, costs and Franchisor’s reasonable attorneys’ fees (through final unappealable judgment)
to enforce this Agreement. This Agreement does not limit any other remedies available at law or in equity available to Franchisor.


 


10.         No
Waiver. Franchisor may waive a provision of this Agreement only in writing executed by an authorized representative. No Party
shall rely upon any oral representations as to a waiver of any provision of this Agreement. No waiver by a Party of a breach by
another Party of any provision of this Agreement shall operate or be construed as a waiver of any subsequent breach by the breaching
Party.


 


11.         Assignment.
This Agreement is fully transferable by Franchisor. Regional Developer and/or each undersigned Owner and Assignee shall not assign,
convey, sell, delegate, otherwise transfer this Agreement or any right or duty hereunder without obtaining Franchisor’s prior
written consent.


 


The Joint RD FDD – Exhibit H – Transfer Agreement




    	 



    	 



    

 


12.         Binding
Agreement. This Agreement shall be binding upon the Parties’ heirs and legal representatives. This Agreement shall be
enforceable by the successors and assigns of Franchisor, any person or entity which purchases substantially all of the assets of
Franchisor, and any subsidiary, affiliate or operation division of Franchisor.


 


13.         Tolling.
To ensure that Franchisor will receive the full benefit of this Agreement, the provisions of this Agreement will not run, for purposes
of the prohibitions on any competition and solicitation, statute of limitations, or for laches, at any time that a party to this
Agreement is actually acting in any way in contravention to this Agreement.


 


14.         Headings.
The paragraph headings of this Agreement are not a substantive part of this Agreement and shall not limit or restrict this Agreement
in any way.


 


15.         Choice
of Law and Venue. This Agreement shall be construed in accordance with and governed for all purposes by the laws of the State
of Arizona. If any action or proceeding shall be instituted by any Party, or any representative thereof, all Parties and their
representatives hereby consent and will submit to the jurisdiction of, and agree that venue is proper in Maricopa County, State
of Arizona.


 


16.         Severance
and Reformation. In case any one or more of the provisions or restrictions contained in this Agreement, or any part thereof,
shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provisions or restrictions of this Agreement. In case any one or more of the provisions or restrictions
contained in this Agreement shall, for any reason, be held to be unreasonable, improper, overbroad or unenforceable in any manner,
it is agreed that they are divisible and separable and should be valid and enforceable to the extent allowed by law. The intention
of the Parties is that Franchisor shall be given the broadest protection allowed by law with respect to this Agreement.


 


17.         Entire
Agreement. No change, addition, deletion or amendment of this Agreement shall be valid or binding upon any Party unless in
writing and signed by the Parties. Insofar as matters within the scope of this Agreement are concerned, this Agreement is the entire
Agreement between the Parties and replaces and supersedes all prior agreements and understandings pertaining to the matters addressed
in this Agreement. There are no oral or other agreements or understandings between the Parties affecting this Agreement.


 


18.         Counterparts.
This Agreement may be executed in any number of counterparts, all of which shall be deemed to constitute one and the same instrument,
and each counterpart shall be deemed an original


 


19.         Opportunity
to Seek Independent Advice. The undersigned Parties recognize that this Agreement is an important document that affects their
legal rights. For this reason, the Parties may wish to seek independent legal advice before accepting the terms stated herein.
The undersigned Parties acknowledge that they have had an opportunity to seek such independent legal advice. They acknowledge that
they have read and understand the provisions contained herein and acknowledge receipt of a copy of this Agreement.


 


The Joint RD FDD – Exhibit H – Transfer Agreement




    	 



    	 



    

 


IN WITNESS WHEREOF, the Parties hereto affix
their signatures and execute this Agreement as of the day and year first above written.


 


	FRANCHISOR:  	 
	 	 
	THE JOINT CORP. 	 
	a Delaware corporation	 
	 	 
	 	 
	By:	 	 
	Its:	 	 
	 	 	 
	FRANCHISEE:  	 
	 	 
	 	 
	 	 	 
	 	 
	By:	 	 
	Its:	 	 


 


The Joint RD FDD – Exhibit H – Transfer Agreement




    	 



    	 



    

 


OWNER AND OWNER’S SPOUSE:


 


	 	 	 	 	 
	By:	 	 	By:	 
	 	 	 	 	 
	 	 	 	 	 
	By:	 	 	By:	 
	 	 	 	 	 
	 	 	 	 	 
	By:	 	 	By:	 
	 	 	 	 	 
	 	 	 	 	 
	By:	 	 	By:	 
	 	 	 	 	 
	 	 	 	 	 
	By:	 	 	By:	 
	 	 	 	 	 
	 	 	 	 	 
	By:	 	 	By:	 
	 	 	 	 	 
	ASSIGNEE:	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	Its:	 	 	 	 


 


The Joint RD FDD – Exhibit H – Transfer Agreement




    	 



    	 



    

 




 


Exhibit
I


 


state-specific
disclosures


  


The Joint RD FDD – Exhibit I – State-Specific Disclosures




    	 



    	 



    

 


REQUIRED BY THE STATE OF CALIFORNIA


 


CALIFORNIA CORPORATIONS
CODE SECTION 31125 REQUIRES THAT THE FRANCHISOR GIVE THE FRANCHISEE A DISCLOSURE DOCUMENT APPROVED BY THE DEPARTMENT OF CORPORATIONS
PRIOR TO A SOLICITATION OF A PROPOSED MATERIAL MODIFICATION OF AN EXISTING FRANCHISE.


 


THE CALIFORNIA FRANCHISE
INVESTMENT LAW REQUIRES THAT A COPY OF ALL PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE BE DELIVERED TOGETHER WITH
THE DISCLOSURE DOCUMENT.


 


Neither we nor any
person or franchise broker identified in Item 2 is subject to any currently effective order of any national securities association
or national securities exchange, as defined in the Securities Exchange Act of 1934, 15 U.S.C.A. 78a et seq., suspending
or expelling such persons from membership in that association or exchange.


 


Item 5 of the Disclosure Document is modified to
include the following paragraph:


 


We apply the initial Regional
Developer fee to our general operating revenues, which we use, among other purposes, to cover the costs of marketing to prospective
Regional Developer franchisees, training new Regional Developer franchisees and assisting new Regional Developer franchisees in
opening their businesses.


 


The California Business
and Professions Code Sections 20000 through 20043 provide rights to you concerning termination and non-renewal of a franchise.
If the Regional Developer Agreement contains a provision that in inconsistent with the law, the law will control. We may not terminate
your Regional Developer franchise except for good cause, and we must give you a notice of default and a reasonable opportunity
to cure the defects (except for certain defects specified in the statute, for which no opportunity to cure is required by law).
The statute also requires that we give you notice of any intention not to renew your Regional Developer franchise at least 180
days before expiration of the Regional Developer Agreement.


 


You must sign a general
release if you renew or transfer your Regional Developer franchise. California Corporations Code 31512 voids a waiver of your rights
under the Franchise Investment Law (California Corporations Code 31000 through 31516). Business and Professions Code 20010 voids
a waiver of your rights under the Franchise Relations Act (Business and Professions Code 20000 through 20043).


 


The Regional Developer
Agreement contains a covenant not to compete which extends beyond the termination of your Regional Developer franchise. This provision
may not be enforceable under California law.


 


THE REGIONAL DEVELOPER
AGREEMENT REQUIRES APPLICATION OF THE LAW OF ARIZONA. THIS PROVISION MAY NOT BE ENFORCEABLE UNDER CALIFORNIA LAW. To the extent
permitted by law, you and we waive any right to or claim for any punitive or exemplary damages against each other and agree that
in the event of a dispute between us, each will be limited to the recovery of actual damages only (except in limited circumstances).
Each party further waives trial by jury and, to the extent permitted by law, all claims arising out of or relating to the Regional
Developer Agreement must be brought within one year from the date on which you or we knew or should have known of the facts giving
rise to such claims (except for claims relating to nonpayment or underpayment of amounts you owe us).


 


The Joint RD FDD – Exhibit I – State-Specific Disclosures




    	 



    	 



    

 


The Regional Developer
Agreement requires binding arbitration. The arbitration will occur at the office of the American Arbitration Office closest to
our principal executive offices. Prospective franchisees are encouraged to consult private legal counsel to determine the applicability
of California and federal laws (such as Business and Professions Code Section 20040.5, Code of Civil Procedure Section 1281, and
the Federal Arbitration Act) to any provisions of a franchise agreement restricting venue to a forum outside the State of California.


 


REQUIRED BY THE STATE OF HAWAII


 


THESE FRANCHISES WILL
BE/HAVE BEEN FILED UNDER THE FRANCHISE INVESTMENT LAW OF THE STATE OF HAWAII. FILING DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION
OR ENDORSEMENT BY THE DIRECTOR OF COMMERCE AND CONSUMER AFFAIRS OR A FINDING BY THE DIRECTOR OF COMMERCE AND CONSUMER AFFAIRS THAT
THE INFORMATION PROVIDED HEREIN IS TRUE, COMPLETE AND NOT MISLEADING.


 


THE FRANCHISE INVESTMENT
LAW MAKES IT UNLAWFUL TO OFFER OR SELL ANY FRANCHISE IN THIS STATE WITHOUT FIRST PROVIDING TO THE PROSPECTIVE FRANCHISEE, OR SUBFRANCHISOR,
AT LEAST SEVEN DAYS PRIOR TO THE EXECUTION BY THE PROSPECTIVE FRANCHISEE OF ANY BINDING FRANCHISE OR OTHER AGREEMENT, OR AT LEAST
SEVEN DAYS PRIOR TO THE PAYMENT OF ANY CONSIDERATION BY THE FRANCHISEE, OR SUBFRANCHISOR, WHICHEVER OCCURS FIRST, A COPY OF THE
DISCLOSURE DOCUMENT, TOGETHER WITH A COPY OF ALL PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE.


 


THIS DISCLOSURE DOCUMENT
CONTAINS A SUMMARY ONLY OF CERTAIN MATERIAL PROVISIONS OF THE FRANCHISE AGREEMENT. THE CONTRACT OR AGREEMENT SHOULD BE REFERRED
TO FOR A STATEMENT OF ALL RIGHTS, CONDITIONS, RESTRICTIONS AND OBLIGATIONS OF BOTH THE FRANCHISOR AND THE FRANCHISEE.


 


Item 20 of this Disclosure
Document will be amended by the addition of the following paragraph:


 


As of the dates listed
in Attachment 1, this franchise offering is or will be effective in California, Hawaii, Illinois, Indiana, Michigan, Minnesota,
New York, North Dakota, Rhode Island, South Dakota, Washington and Wisconsin and exempt from registration in Arizona and Utah.
No states have refused, by order or otherwise, to register these franchises. No states have revoked or suspended the right to offer
these franchises. The proposed registration of these franchises has not been involuntarily withdrawn in any state.


 


The Joint RD FDD – Exhibit I – State-Specific Disclosures




    	 



    	 



    

 


REQUIRED BY THE STATE OF ILLINOIS


 


Item 17 of this disclosure document is supplemented
by the addition of the following paragraphs at the end of the chart:


 


State Law


 


The conditions under which you
can be terminated and your rights on non-renewal may be affected by Illinois law, 815 ILCS 705/19 and 705/20.


 


The Illinois Franchise Disclosure
Act will govern any Regional Developer Agreement if it applies to a subfranchise located in Illinois.


 


Any condition in the Regional
Developer Agreement that designates jurisdiction or venue in a forum outside of Illinois is void with respect to any cause of action
that otherwise is enforceable in Illinois, provided that the Regional Developer Agreement may provide for arbitration in a forum
outside of Illinois.


 


REQUIRED BY THE STATE OF INDIANA


 


The Regional Developer
Agreement contains a covenant not to compete that extends beyond the termination of your Regional Developer franchise. This provision
may not be enforceable under Indiana law.


 


Indiana law makes unilateral
termination of your Regional Developer franchise unlawful unless there is a material violation of the Regional Developer Agreement
and the termination is not done in bad faith.


 


If Indiana law requires
the Regional Developer Agreement and all related documents to be governed by Indiana law, then nothing in the Regional Developer
Agreement or related documents referring to Arizona law will abrogate or reduce any of your rights as provided for under Indiana
law.


 


Indiana law prohibits a prospective general
release of claims subject to the Indiana Deceptive Franchise Practices Law.


 


Although the Regional Developer Agreement
requires arbitration to be held at the office of the American Arbitration Association closest to our principal executive offices,
arbitration held pursuant to the Regional Developer Agreement must take place in Indiana if you so request. If you choose Indiana,
we have the right to select the location in Indiana.


 


The Joint RD FDD – Exhibit I – State-Specific Disclosures




    	 



    	 



    

 


REQUIRED BY THE STATE OF MARYLAND


 


A franchisee located
within the state of Maryland shall not be required to assent to any release, estoppel or waiver of liability as a condition of
purchasing a franchise which would act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise
Registration and Disclosure Law.


 


The provisions in the
Regional Developer Agreement relating to the general release that is required as a condition of renewal, sale and assignment/transfer
shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.


 


Lawsuits by either
you or us may take place in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.


 


Any limitation of claims
provision(s) in the Regional Developer Agreement shall not act to reduce the 3-year statute of limitations afforded to you for
bringing a claim under the Law. Any claims arising under the Maryland Franchise Registration and Law must be brought within 3 years
after the grant of the franchise to you.


 


REQUIRED BY THE STATE OF MICHIGAN


 


The state of Michigan
prohibits certain unfair provisions that are sometimes in franchise documents. If any of the following provisions are in these
franchise documents, the provisions are void and cannot be enforced against you. 


 


(a)            A
prohibition of the right of a franchisee to join an association of franchisees.


 


(b)            A
requirement that a franchisee assent to a release, assignment, novation, waiver, or estoppel which deprives a franchisee of rights
and protections provided in this act. This shall not preclude a franchisee, after entering into a franchise agreement, from settling
any and all claims.


 


(c)            A
provision that permits a franchisor to terminate a franchise prior to the expiration of its term except for good cause. Good cause
shall include the failure of the franchisee to comply with any lawful provision of the franchise agreement and to cure such failure
after being given written notice thereof and a reasonable opportunity, which in no event need be more than 30 days, to cure each
failure.


 


(d)            A
provision that permits a franchisor to refuse to renew a franchise without fairly compensating the franchisee by repurchase or
other means for the fair market value at the time of expiration of the franchisee’s inventory, supplies, equipment, fixtures,
and furnishings. Personalized materials which have no value to the franchisor and inventory, supplies, equipment, fixtures, and
furnishings not reasonably required in the conduct of the franchised business are not subject to compensation. This subsection
applies only if (i) the term of the franchise is less than 5 years and (ii) the franchisee is prohibited by the franchise or other
agreement from continuing to conduct substantially the same business under another trademark, service mark, trade name, logotype,
advertising, or other commercial symbol in the same area subsequent to the expiration of the franchise or the franchisee does not
receive at least 6 months’ notice of franchisor’s intent not to renew the franchise.


 


(e)            A
provision that permits the franchisor to refuse to renew a franchise on terms generally available to other franchisees of the same
class or type under similar circumstances. This section does not require a renewal provision.


 


The Joint RD FDD – Exhibit I – State-Specific Disclosures




    	 



    	 



    

 


(f)            A
provision requiring that arbitration or litigation be conducted outside this state. This shall not preclude the franchisee from
entering into an agreement, at the time of arbitration, to conduct arbitration at a location outside this state.


 


(g)           A
provision which permits a franchisor to refuse to permit a transfer of ownership of a franchise, except for good cause. This subdivision
does not prevent a franchisor from exercising a right of first refusal to purchase the franchise. Good cause shall include, but
is not limited to:


 


(i)     The
failure of the proposed transferee to meet the franchisor’s then current reasonable qualification or standards.


 


(ii)    The
fact that the proposed transferee is a competitor of the franchisor or sub-franchisor.


 


(iii)   The
unwillingness of the proposed transferee to agree in writing to comply with all lawful obligations.


 


(iv)   The
failure of the franchisee or proposed transferee to pay any sums owing to the franchisor or to cure any default in the franchise
agreement existing at the time of the proposed transfer.


 


(v)    A
provision that requires the franchisee to resell to the franchisor items that are not uniquely identified with the franchisor.
This subdivision does not prohibit a provision that grants to a franchisor a right of first refusal to purchase the assets of a
franchise on the same terms and conditions as a bona fide third party willing and able to purchase those assets, nor does this
subdivision prohibit a provision that grants the franchisor the right to acquire the assets of a franchise for the market or appraised
value of such assets if the franchisee has breached the lawful provisions of the franchise agreement and has failed to cure the
breach in the manner provided in subdivision


 


(h)           A
provision which permits the franchisor to directly or indirectly convey, assign, or otherwise transfer its obligations to fulfill
contractual obligations to the franchisee unless provision has been made for providing the required contractual services.


 


The fact that there
is a notice of this offering on file with the attorney general does not constitute approval, recommendation, or endorsement by
the attorney general.


 


Any questions regarding this notice should
be directed to the Attorney General’s Department for the State of Michigan, Consumer Protection Division, Franchise Section,
670 Law Building, 525 W. Ottawa Street, Lansing, Michigan 48913, (517) 373-7117.


 


REQUIRED BY THE STATE OF MINNESOTA


 


We will protect your
right to use the Marks and/or indemnify you from any loss, costs or expenses arising out of any claim, suit or demand regarding
the use of the Marks.


 


Minn. Rule 2860.4400D
prohibits us from requiring you to assent to a general release. Any release you sign as a condition of renewal or transfer will
not apply to any claims you may have under the Minnesota Franchise Law.


 


With respect to franchises
governed by Minnesota law, we will comply with Minn. Stat. Sec. 80C. 14, subds, 3, 4 and 5 which require, except in certain specified
cases, that you be given 90 days’ notice of termination (with 60 days to cure) and 180 days’ notice for nonrenewal
of the Regional Developer Agreement.


 


The Joint RD FDD – Exhibit I – State-Specific Disclosures




    	 



    	 



    

 


Minn. Stat. §
80C.17, Subd. 5, states that no civil action pertaining to a violation of a franchise rule or statute can be commenced more than
three years after the cause of action accrues


 


Minn. Stat. Sec. 80C.21
and Minn. Rule 2860.4400J prohibit us from requiring litigation to be conducted outside Minnesota. In addition, nothing in this
Disclosure Document or the Regional Developer Agreement can abrogate or reduce any of your rights as provided for in Minnesota
Statutes, Chapter 80C, or your rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction.


 


Minn. Rule Part 2860.4400J
prohibits us from requiring you to waive your rights to a jury trial or waive your rights to any procedure, forum, or remedies
provided for by the laws of the jurisdiction, or consenting to liquidated damages, termination penalties or judgment notes.


 


REQUIRED BY STATE OF NEW JERSEY


 


Liquidated damages are void if unreasonable
under the totality of the circumstances, including whether a statute governs the relationship and concerns liquidated damages clauses;
and the common practice in the industry.


 


The Joint RD FDD – Exhibit I – State-Specific Disclosures




    	 



    	 



    

 


REQUIRED BY THE STATE OF NEW YORK


 


Registration of this
franchise by New York State does not mean that New York State recommends it or has verified the information in the Disclosure Document.


 


We may, if we choose,
negotiate with you about items covered in the Offering Prospectus. However, we cannot use the negotiating process to prevail upon
a prospective franchisee to accept terms which are less favorable than those set forth in the Offering Prospectus.


 


All references to “Disclosure
Document” will be deemed to include the term “Offering Prospectus” as used under the General Business Law of
New York.


 


Item 3 of the Offering Prospectus
is supplemented with the following:


 


Except as provided in Item 3
of the Offering Prospectus, neither we nor any person identified in Item 2 of the Offering Prospectus, or an affiliate offering
franchises under our principal trademark:


 


A.           Has
an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust
or securities law; fraud, embezzlement, fraudulent conversion, misappropriation of property; unfair or deceptive practices or comparable
civil or misdemeanor allegations.


 


B.           Has
been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten-year period immediately preceding the
application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject
of a civil action alleging: violation of a franchise, antifraud or securities law; fraud, embezzlement, fraudulent conversion or
misappropriation of property, or unfair or deceptive practices or comparable allegations.


 


C.           Is
subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a federal, State
or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action
or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association
or national securities exchange, as defined in the Securities and Exchange Act or 1934, suspending or expelling such person from
membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to
any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions
affecting a license as a real estate broker or sales agent.


 


Item 4 of this Offering Prospectus is supplemented
with the following:


 


Except as provided in Item 4
of the Offering Prospectus, neither we, our affiliates, nor any officer or general partner has at any time during the ten year
period immediately before the date of the Offering Prospectus: (a) filed as debtor (or had filed against it) a petition to start
an action under the U.S. Bankruptcy Code; (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal
officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to
start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during
or within one year after our officer or general partner held this position in the company or partnership.


 


The Joint RD FDD – Exhibit I – State-Specific Disclosures




    	 



    	 



    

 


Under the Regional
Developer Agreement, the Manuals we issue may be modified and you are bound by such modifications. However, no such modifications
may impose an unreasonable economic burden on you.


 


Provisions of general
releases are mentioned in the Offering Prospectus and specified in the Regional Developer Agreement. These releases are limited
by the following: all rights enjoyed by you and any causes of action arising in your favor from the provisions of Article 33 of
the General Business Law of the State of New York and the regulations issued under this law will remain in force, it being the
intent that the non-waiver proviso of the General Business Law of the State of New York Sections 687.4 and 687.5 be satisfied.


 


We will not make any
assignment of the Regional Developer Agreement except to an assignee who, in our good faith judgment, is willing and able to assume
our obligations under the Regional Developer Agreement.


 


The choice of law of
the Regional Developer Agreement should not be considered a waiver of any right conferred upon either you or us by the General
Business Law of the State of New York, Article 33.


 


Item 17 of the Offering
Prospectus, the summary column of part (d), is modified to include the following sentence:


 


You can also terminate
the Regional Developer Agreement on any grounds available by law.


 


The Joint RD FDD – Exhibit I – State-Specific Disclosures




    	 



    	 



    

 


REQUIRED BY THE STATE OF NORTH DAKOTA


 


The Regional Developer
Agreement contains a covenant not to compete which extends beyond the termination of your Regional Developer franchise. This provision
may not be enforceable under North Dakota law.


 


Although the Regional
Developer Agreement provides that the place of arbitration will be located at the office of the American Arbitration Association
closest to our principal executive offices, we agree that the place of arbitration will be a location that is in close proximity
to the site of your Franchised Business.


 


The Regional Developer
Agreement requires that you consent to the jurisdiction of a court in close proximity to our principal executive offices. This
provision may not be enforceable under North Dakota law because North Dakota law precludes you from consenting to jurisdiction
of any court outside of North Dakota.


 


Although the Regional
Developer Agreement provides that it will be governed by and construed in accordance with the laws of the State of Arizona, we
agree that the laws of the State of North Dakota will govern the construction and interpretation of the Regional Developer Agreement.


 


A contractual requirement that you sign
a general release may be unenforceable under the laws of North Dakota.


 


Although the Regional
Developer Agreement requires the franchisee to consent to a waiver of trial by jury, the Commissioner has determined that a requirement
requiring the waiver of a trial by jury to be unfair, unjust and inequitable within the intent of Section 51-19-09 of the North
Dakota Franchise Investment Law. This provision is not enforceable in North Dakota.


 


Although the Regional
Developer Agreement requires the franchisee to consent to a waiver of exemplary and punitive damages, the Commissioner had determined
these types of provisions to be unfair, unjust and inequitable within the intent of Section 51-19-09 of the North Dakota Franchise
Investment Law. This provision is not enforceable in North Dakota.


 


Although the Regional
Developer Agreement requires the franchisee to consent to a limitation of claims period within one year, the Commissioner had determined
this to be unfair, unjust and inequitable within the intent of Section 51-19-09 of the North Dakota Franchise Investment Law. The
limitation of claims period is therefore governed by North Dakota law.


 


To the extent any provision of the Regional
Developer Agreement requires you to consent to a waiver of exemplary or punitive damages, the provision will be deemed null and
void.


 


The Joint RD FDD – Exhibit I – State-Specific Disclosures




    	 



    	 



    

 


REQUIRED BY THE STATE OF RHODE ISLAND


 


Even though our Regional
Developer Agreement says the laws of Arizona apply, § 19-28.1-14 of the Rhode Island Franchise Investment Act provides that
“A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application
of the laws of another state is void with respect to a claim otherwise enforceable under this Act.”


 


REQUIRED BY THE STATE OF WASHINGTON


 


The state of Washington
has a statute, RCW 19.100.180 which may supersede the Regional Developer Agreement in your relationship with the franchisor including
the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the Regional Developer
Agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.


 


In any arbitration
involving a franchise purchased in Washington, the arbitration site shall be either in the state of Washington, or in a place mutually
agreed upon at the time of the arbitration, or as determined by the arbitrator.


 


In the event of a conflict
of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail.


 


A release or waiver
of rights executed by a franchisee shall not include rights under the Washington Franchise Investment Protection Act except when
executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent
counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act,
rights or remedies under the Act such as a right to a jury trial may not be enforceable.


 


Transfer fees are collectable
to the extent that they reflect the franchisor’s reasonable estimated or actual costs in effecting a transfer.


 


These requirements
must be included in an addendum to the Regional Developer Agreement you sign for the State of Washington.


 


The Joint RD FDD – Exhibit I – State-Specific Disclosures




    	 



    	 



    

 


exhibit
J


 


RECEIPTS


 


The Joint RD FDD – Exhibit J – Receipts




    	 



    	 



    

 


RECEIPT 


 





(Your
Copy – Retain For Your Files) 





 


This Disclosure Document summarizes certain
provisions of the Regional Developer Agreement and other information in plain language. Read this Disclosure Document and all agreements
carefully.


 


If we offer you a franchise, we must provide
this Disclosure Document to you 14 calendar days before you sign a binding agreement with, or make a payment to, us or an affiliate
in connection with the proposed franchise sale, or sooner if required by applicable law.


 


New York and Rhode Island require that
we give you this Disclosure Document at the earlier of the first personal meeting or 10 business days before execution of the franchise
or other agreement or the payment of any consideration that relates to the franchise relationship. Michigan, Oregon, and Washington
required that we give you this Disclosure Document at least 10 business days before the execution of any binding franchise agreement
or other agreement or the payment of any consideration, whichever occurs first.


 


If we do not deliver this Disclosure Document
on time, or if it contains a false or misleading statement, or a material omission, a violation of federal law and state law may
have occurred and should be reported to the Federal Trade Commission, Washington, D.C. 20580 and the applicable state agency listed
in Exhibit A.


 


The franchisor is The Joint Corp., located
at 9383 East Bahia Drive, Suite 100, Scottsdale, Arizona 85260. Its telephone number is (480) 245-5960.


 


The following broker(s) will represent
us in connection with the sale of our franchises: ____________________________________ (Name) at_________________________________
(Principal Address) and _____________________ (Telephone Number).


 


Date of Issuance: May 1, 2013


 


See Exhibit A for our registered agents
authorized to receive service of process.


 


I have received a Franchise Disclosure
Document dated ______________. This Disclosure Document included the following Exhibits:


 


		A.	State Administrators /Agents for Service of Process



		B.	Regional Developer Agreement and Related Agreements



		C.	Table of Contents of Manuals



		D.	Financial Statements



		E.	Confidentiality/Non-Disclosure Agreement



		F.	List of Regional Developers



		G.	General Release Agreement



		H.	Transfer Agreement



		I.	State-Specific Disclosures



		J.	Receipts






 


	 	 	 	 
	Date	 	Signature of Prospective Regional Developer	 


 


	 	 	Print Name:	 	 







 


You may return the signed receipt either by signing, dating,
and mailing it to us at The Joint Corp., located at 9383 East Bahia Drive, Suite 100, Scottsdale, Arizona 85260, or by faxing a
copy of the signed and dated receipt to us at (480) 513-7989.


 


The Joint RD FDD – Exhibit J – Receipts




    	 



    	 



    

 


RECEIPT 


 


(Our
Copy – Sign, Date And Return To Us)


 


This Disclosure Document summarizes certain
provisions of the Regional Developer Agreement and other information in plain language. Read this Disclosure Document and all agreements
carefully.


 


If we offer you a franchise, we must provide
this Disclosure Document to you 14 calendar days before you sign a binding agreement with, or make a payment to, us or an affiliate
in connection with the proposed franchise sale, or sooner if required by applicable law.


 


New York and Rhode Island require that
we give you this Disclosure Document at the earlier of the first personal meeting or 10 business days before execution of the franchise
or other agreement or the payment of any consideration that relates to the franchise relationship. Michigan, Oregon, and Washington
required that we give you this Disclosure Document at least 10 business days before the execution of any binding franchise agreement
or other agreement or the payment of any consideration, whichever occurs first.


 


If we do not deliver this Disclosure Document
on time, or if it contains a false or misleading statement, or a material omission, a violation of federal law and state law may
have occurred and should be reported to the Federal Trade Commission, Washington, D.C. 20580 and the applicable state agency listed
in Exhibit A.


 


The franchisor is The Joint Corp., located
at 9383 East Bahia Drive, Suite 100, Scottsdale, Arizona 85260. Its telephone number is (480) 245-5960.


 


The following broker(s) will represent
us in connection with the sale of our franchises: ____________________________________ (Name) at                                              
(Principal Address) and                                  
(Telephone Number).


 


Date of Issuance: May 1, 2013


 


See Exhibit A for our registered agents
authorized to receive service of process.


 


I have received a Franchise Disclosure
Document dated ______________. This Disclosure Document included the following Exhibits:


 


		A.	State Administrators /Agents for Service of Process



		B.	Regional Developer Agreement and Related Agreements



		C.	Table of Contents of Manuals



		D.	Financial Statements



		E.	Confidentiality/Non-Disclosure Agreement



		F.	List of Regional Developers



		G.	General Release Agreement



		H.	Transfer Agreement



		I.	State-Specific Disclosures



		J.	Receipts



 





	 	 	 	 
	Date	 	Signature of Prospective Regional Developer	 


 


	 	 	Print Name:	 	 


 


You may return the signed receipt either by signing, dating,
and mailing it to us at The Joint Corp., located at 9383 East Bahia Drive, Suite 100, Scottsdale, Arizona 85260, or by faxing a
copy of the signed and dated receipt to us at (480) 513-7989.


 


The Joint RD FDD – Exhibit J – Receipts