$68

Business Description

BB Franchising LLC ("BBF", "we", or "us"), a Delaware limited liability company, was organized on November 13, 2007, and conducts its business under that name Our principal business address is 400 Oyster Point Blvd, Suite 203, South San Francisco, CA 94080 We do business under the name Brain Balance™ and Brain Balance™ Centers Our business is limited to offering franchises for operating learning centers that offer an effective and replicable non- medical, non-pharmaceutical program designed to help children become more focused, improve their academic performance, and exhibit positive behavior, resulting in enhanced communication and social interaction skills The Brain Balance Program® is a comprehensive, individualized program that integrates physical and cognitive exercises with dietary change The goal of the Brain Balance Program® is to correct a fundamental imbalance between the two hemispheres of the brain - a "communication breakdown" that results in a range of negative symptoms and behaviors The Brain Balance Program® integrates physical activities (sensory-based stimulation and motor exercises) with effective educational and behavioral methods, as well as supportive nutritional initiatives, in order to promote optimum brain and body function We do not offer franchises or engage in any other line of business, nor have we done so prior to the date of this Disclosure Document except as set forth m the next sentence Beginning m January 2008 and prior to the date of this Disclosure Document, we offered licenses for the operation of Brain Balance™ Centers that provide the Brain Balance Program, but do not use our name As of December 31, 2014, there were no BBF licensees in operation Beginning in November 2008, we offered franchises for the operation of Brain Balance™ Centers that provide the Brain Balance Program, and have the right to use our name As of December 31, 2017, we had sixty-nme (69) such franchisees operating a total of one hundred and seven Centers We also have franchisees in Arizona, Arkansas, California, Florida, Georgia, Maryland, Michigan, Nebraska, New York, Ohio, South Carolina and Texas who have entered into Franchise Agreements but have not yet opened their Center locations See Exhibit F for a complete list of franchises BBF does not grant franchises in other lines of business Our agents for service of process are listed m Exhibit D

Prior Experience

We have two parent companies BB InvestCo, L P is a Delaware limited partnership The principal business address of BB InvestCo , L P , is 400 Oyster Point Blvd Suite. 203, South San Francisco, CA 94080 BB InvestCo, L P controls Brain Balance Holdings, Inc, a Delaware corporation, which owns BBF The principal business address of Brain Balance Holdings, Inc is 400 Oyster Point Blvd, Suite 203, South San Francisco, CA 94080 Our predecessor is Brain Balance, Inc ("BBI") BBI is a New York corporation, incorporated on August 24, 2006 BBI's principal business address is 1091 Further Rd, North Woodmere, NY 11581 The predecessor opened the first Brain Balance™ Center in 2006 and had, between December 2006 and November 2008, licensed the protocols used in the Program to independently owned licensees that operate Brain Balance ” Centers As of December 31, 2011 here were no BBI licensees in operation Pursuant to an Asset Purchase Agreement entered into in July 2008, our predecessor sold substantially all of its business assets related to the operation of Its company-owned Brain Balance™ Center to BBF As part of that transaction, BBI had granted to BBF a non-exclusive perpetual license to use and develop the Brain Balance Program® protocols and trademarks, including Brain Balance Program® and Where Every Kid Connects With Success® On October 7, 2011, BBF entered into an Asset Purchase Agreement, which supersedes and replaces the prior license agreement, pursuant to which BBF purchased from BBI all of the intellectual property owned by BBI, including Brain Balance Program® protocols and trademarks. Brain Balance Program®, and Where Every Kid Connects With Success®, franchised to you hereunder Effective January 1, 2015, BBF entered into a Trademark Assignment Agreement, pursuant to which BBF assigned to Brain Balance Holdings, Inc all of Its rights to the trademarks, including Brain Balance ” & Design, Brain Balance Program® and Where Every Kid Connects With Success'^ ,® Except as described above, BBI has not offered franchises for Brain Balance™ Centers or any other business or has engaged in any other business Beginning in 2014, our Affiliate, BB Corporate LLC opened and operates presently three (3) Brain Balance™ Centers in Huntington Beach, California, Los Angeles, California, and Encino, California

Business Offered

BBF sells franchises to operate Brain Balance™ Centers that offer a replicable non-medical, non- pharmaceutical program designed to help children become more focused, improve their academic performance, and exhibit positive behavior, resulting m enhanced communication and social interaction skills (the "Franchised Business") The Brain Balance Program® is a comprehensive, individualized program that integrates physical and cognitive exercises with dietary change The goal of the Brain Balance Program is to correct a fundamental imbalance between the two hemispheres of the brain - a "communication breakdown" that may_result in a range of negative symptoms and behaviors The Brain Balance Program protocols (the "Licensed Technology") integrate physical activities (sensory-based stimulation and motor exercises) with effective educational and behavioral methods, as well as supportive nutritional initiatives, in order to promote optimum brain and body function The Brain Balance Program does not rely on drugs, medical procedures, or psychotherapy The Brain Balance Program is an integrated approach - one that is designed to help children suffering from a range of learning and behavioral disorders Today, there is an epidemic rise in children being labeled with severe attention deficit disorders and behavioral and learning problems The Brain Balance Program was developed based on the now widely known concept that these disorders are the manifestation of an underlying problem in the brain called Functional Disconnection Syndrome In plain terms, when the two hemispheres of the brain are not electrically balanced, or synchronized with each other, they cannot integrate or share information As a result, children may have normal or even unusually good skills associated with the higher functioning side of the brain, and poorer skills associated with the lower functioning side of the brain The Brain Balance Program assesses these functional imbalances and applies its unique, three- prong approach (sensory-motor, nutritional, and cognitive exercises) to the imbalance The

Initial Fees

The initial uniform franchise fee for a Brain Balance™ Center is $45,000 and is payable in a lump sum at the time you sign the Franchise Agreement You are also required to license the proprietary software ("Software") from the Franchisor pursuant to the Software License Agreement, pay the Franchisor $15,000 for the Software license, and pay the Franchisor a prorated amount of the $1,200 annual software maintenance fee for the balance of the first year of operation at the time the Software is activated

Financing

The Franchisor does not offer direct or indirect financing The Franchisor does not guarantee your note, lease, or obligation

Franchisee Revenue and Profit

The FTC's Franchise Rule permits a franchisor to disclose information about the actual or potential financial performance of its franchised and/or franchisor-owned Centers if there is a reasonable basis for the information and the information is included in the Disclosure Document Financial performance information that differs from that included in this Item 19 may be given only if (1) a franchisor provides the actual records of an existing Center 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