Huntington Learning Center Franchise Disclosure Document FDD May 21 2012

FRANCHISE DISCLOSURE DOCUMENT
Huntington Learning Centers, Inc., a Delaware corporation

496 Kinderkamack Road; Oradell, New Jersey 07649
800‐653‐8400
franchise@HLCMail.com
www.huntingtonfranchise.com
You will provide tutoring principally to school‐aged children at your Huntington Learning Center®. These
services consist of tutoring in reading, phonics, study skills, mathematics, and related areas; and 1‐1
instruction to prepare for state and standardized entrance examinations, principally the SAT and ACT;
and 1‐1 instruction in junior high school, high school, and college math and science subjects.
The total investment necessary to begin operation of a single Huntington Learning Center® franchise is
between $113,850 and $246,850 for our Standard Franchise and $192,950 and $437,750 for our
Expanded Franchise. This includes between $14,650 and $34,050 for the Standard Franchise and
between $50,650 and $91,900 for the Expanded Franchise that must be paid to us or our affiliate.
This 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 14 calendar‐days before you sign a binding
agreement with, or make any payment to, the Franchisor or an affiliate in connection with the proposed
franchise sale. Note, however, that no governmental 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 our Franchise Development
Department at the above address and phone number.
The terms of your contract will govern your franchise relationship. Don’t rely on the disclosure
document alone to understand your contract. Read all of your contracts carefully. Show your contract
and this disclosure document to an advisor, like a lawyer or an 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, D.C. 20580. You can also visit the FTC’s home page at
www.ftc.gov for additional information. Call your state agency or visit your public library for other
sources of information on franchising.
There may also be laws on franchising in your state. Ask your state agencies about them.
Issuance date: May 21, 2012
S:\Franchise\Contracts\HCS Franchise\FA\v2012a\HLC Franchise Disclosure Document v2012a.doc May 21, 2012

Huntington Learning Centers, Inc. Franchise Disclosure Document Page ii
STATE COVER PAGE

(for California, Indiana, Michigan, Minnesota, New York, Rhode Island, Virginia, Washington, Wisconsin)
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 Q 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 SUE US ONLY IN THE STATE WHERE WE HAVE OUR PRINCIPAL
PLACE OF BUSINESS AT THE TIME YOU BRING THE LAWSUIT, WHICH IS CURRENTLY NEW JERSEY. OUT‐OF‐
STATE LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO
COST YOU MORE TO SUE US IN OUR STATE THAN IN YOUR HOME STATE.
2. THE FRANCHISE AGREEMENT STATES THAT DELAWARE LAW GOVERNS THE AGREEMENT, AND THIS LAW MAY
NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE
LAWS.
3. THE FRANCHISE AGREEMENT REQUIRES THAT YOU WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY.
4. YOU MUST AGREE IN THE FRANCHISE AGREEMENT THAT ALL CLAIMS AND COUNTERCLAIMS BY YOU OR ANY
OF YOUR AFFILIATES AGAINST US OR OUR AFFILIATES MUST BE BROUGHT BEFORE THE EARLIER OF THE
EXPIRATION OF ONE YEAR AFTER THE ACT, TRANSACTION, OR OCCURRENCE UPON WHICH THE CLAIM OR
COUNTERCLAIM IS BASED OR ONE YEAR AFTER THE AGREEMENT EXPIRES OR IS TERMINATED.
5. 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 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.
Effective Dates:
California 1/4/12 Minnesota 4/20/12 Virginia 6/18/12
Indiana 3/30/12 New York Washington 4/20/12
Michigan 7/20/12 Rhode Island 5/11/12 Wisconsin 4/19/12

Huntington Learning Centers, Inc. Franchise Disclosure Document
TABLE OF CONTENTS
Item 1. The Franchisor, and any Parents, Predecessors, and Affiliates ........................................................................ 1
Item 2. Business Experience ......................................................................................................................................... 4
Item 3. Litigation ........................................................................................................................................................... 5
Item 4. Bankruptcy ....................................................................................................................................................... 8
Item 5. Initial Fees ........................................................................................................................................................ 8
Item 6. Other Fees ........................................................................................................................................................ 9
Item 7. Estimated Initial Investment .......................................................................................................................... 13
Item 8. Restrictions on Sources of Products and Services .......................................................................................... 18
Item 9. Franchisee's Obligations ................................................................................................................................. 21
Item 10. Financing ...................................................................................................................................................... 23
Item 11. Franchisor's Assistance, Advertising, Computer Systems, and Training ...................................................... 24
Item 12. Territory........................................................................................................................................................ 31
Item 13. Trademarks ................................................................................................................................................... 34
Item 14. Patents, Copyrights, and Proprietary Information ....................................................................................... 35
Item 15. Obligation to Participate in the Actual Operation of the Franchise Business .............................................. 37
Item 16. Restrictions on What the Franchisee May Sell ............................................................................................. 37
Item 17. Renewal, Termination, Transfer, and Dispute Resolution............................................................................ 37
Item 18. Public Figures................................................................................................................................................ 49
Item 19. Financial Performance Representations ...................................................................................................... 49
Item 20. Outlets and Franchisee Information............................................................................................................. 51
Item 21. Financial Statements .................................................................................................................................... 60
Item 22. Contracts ...................................................................................................................................................... 60
Item 23. Receipt.......................................................................................................................................................... 61
Exhibits
A Franchise Agreement L Financial Statements
B Development Agreement M Current Franchisees
C Conference Service License Agreement N Former Franchisees
D Call Center License Agreement O Franchisees Who Have Signed a Development Agreement
E Territory Amendment P United States State Departments of Education
F Promissory Note Q Franchisor’s Agents for Service of Process and State
Franchise Administrators
G Security Agreement R Minimum Insurance Requirements
H Franchise Disclosure Questionnaire S Review of the Confidential Operating Manual
I General Release T IT Startup Package Purchase Order
J Turn Key Agreement U State Addenda
K Bylaws V Receipts

Huntington Learning Centers, Inc. Franchise Disclosure Document Page 1
Item 1. The Franchisor, and any Parents, Predecessors, and Affiliates

The franchisor is Huntington Learning Centers, Inc. and we refer to it in this disclosure document as
“Huntington”, “Franchisor”, “we”, “us”, and “our”. We refer to a person who buys a franchise from us
as “you” and we refer to any of your owners as a “Franchisee Member”.
We are a Delaware corporation and do business as “Huntington Learning Center®”. We are owned by
Rare Holdings, Inc., which does not offer franchises in any line of businesses. We and our parent have
principal businesses address at 496 Kinderkamack Road, Oradell, New Jersey 07649. We have no other
parents or affiliates required to be disclosed in this Item 1.
We offer you a franchise to establish and operate a franchised Huntington Learning Center® (“Center” or
“Franchised Business”) under the Franchise Agreement, and have done so since February 1985. The
Franchise Agreement is in Exhibit A. (Unless otherwise indicated, all exhibits are attached to this
Franchise Disclosure Document.) Although we do not own or operate Huntington Learning Centers®,
Huntington Learning Corporation has operated Huntington Learning Centers® since March 1981 and its
predecessor, Northern New Jersey Learning Center, Inc., operated learning centers beginning in 1977.
As of December 31, 2011, Huntington Learning Corporation operated 30 Huntington Learning Centers®
in the New York metropolitan area. See Item 20 for the states in which it operated.
Our affiliate, Huntington Redevelopment, Inc. (“Huntington Redevelopment”), has its principal business
address at 496 Kinderkamack Road, Oradell, NJ 07649. Huntington Redevelopment occasionally
acquires franchised Centers from franchisees whose franchise agreements expire or terminate. It then
operates them with the intention of selling their assets to prospective or existing franchisees. As of
December 2011, it operated no Centers. Huntington Redevelopment does not offer or sell franchises
and is not an affiliate for purposes of this Item 1.
We offer a separate franchise for supplemental educational services under the No Child Left Behind Act
of 2001, as amended. These franchises are offered in a separate franchise disclosure document and are
not offered in this Franchise Disclosure Document. You will not acquire any rights to offer these services
under the Franchise Agreement we describe in this Franchise Disclosure Document. We have offered
franchises only in the lines of business described above.
See Exhibit Q for our agents for service of process and their principal business addresses.
Huntington Services; Huntington Learning Center®; Your Tutoring Solution

“Huntington Services” are those services and products we describe in our confidential operating manual
(the “Operating Manual”) or that we authorize in writing. They currently consist of Learning Center
Services, Exam Preparation Services, and Subject Tutoring Services. Learning Center Service is tutoring
in reading, phonics, study skills, mathematics, and related areas. Exam Preparation Service is tutoring to
prepare students for state and standardized entrance examinations, principally the SAT and ACT. We
offer three Exam Prep programs to prep for the SAT and ACT: Premier, 28‐hour, and 10‐hour programs.
“SAT” and “ACT” mean standardized college admissions tests SAT I and ACT Assessment, created by
College Board, Inc. and ACT, Inc., respectively. “Subject Tutoring Services” means tutoring in math and
science subjects and other subjects we may designate from time to time, principally to students in junior
high school, high school, and college; and does not include Learning Center Service or Exam Prep
Service.
A “Huntington Learning Center®” or “Franchised Business” is a business that offers Huntington Services

under the Huntington Learning Center® and related marks (the “Marks”) and the Huntington Learning
Center® system (the “System”) to customers in person at its premises. The System is the instructional
format and operating system designed to provide uniform, high quality instruction in a personal and
professional manner on which we have expended time, effort, and money to develop. We identify the
System by the Marks.
Through December 2011, we offered only Learning Center Services and Premier Exam Prep Services,
both of which use a “diagnostic‐prescriptive” approach. In January 2012, we expanded our offering to
include Subject Tutoring and Exam Prep 28‐ and 10‐hour programs, which use a “direct enroll”
approach. Our diagnostic‐prescriptive approach consists of an academic evaluation and an initial
conference to discuss results and review our prescribed instructional program; after the conference, we
begin tutoring. Our direct enroll approach consists of scheduling either the first tutoring session for our
10‐ and 28‐hour Exam Prep programs or a Subject Tutoring consultation. To communicate our
expanded offerings and approaches to customers, we began rebranding the company in January 2012 by
advertising under the name, “Huntington, Your Tutoring Solution” and your advertising and your signs
will reflect this change.
Standard and Expanded Franchises

The Standard Franchise offers you significantly lower start‐up costs than the Expanded Franchise. The
Standard Franchise’s initial franchise fee is lower than an Expanded Franchise’s initial franchise fee
($7,000 vs. $43,000); its royalty rate is higher (9.5% vs. 8%); it has a higher monthly minimum Continuing
Royalty obligation ($1,900 vs. $1,600); it has a higher annual Software Maintenance Fee ($5,250 vs.
$4,250); and it requires a smaller space (typically 1,200‐1,400 vs. 1,600‐2,000 square feet). You may
operate Standard and Expanded Franchises in a space larger than described above, but not a smaller
space. See Items 5, 6, 7, 8, and 11. In all other respects, all contractual rights and obligations apply
equally to both. All franchises licensed through December 2010 are considered Expanded Franchises
and are typically approximately 2,000 square feet in size.
Turn Key Program

Our optional “Turn Key Program” provides additional support to franchisees during the pre‐opening
phase. Under the Turn Key Program, we or our vendors will build out your premises and buy and install
all furniture, curricula, phones, computers, and computer networks. We will retain and manage all
architects, contractors, and other vendors in connection with its construction. You identify and acquire
the premises with our approval, sign the lease, approve the other premises‐related plans, recruit and
hire all staff, and perform all other aspects related to opening a Center not itemized as being done by us.
See Items 5, 7, 8, and 11.
We currently make the Turn Key Program available only to those who acquire a franchise in the
following counties: Fairfield county in Connecticut; Pike county in Pennsylvania; the New Jersey
counties of Sussex, Warren, Hunterdon, Morris, Passaic, Bergen, Essex, Hudson, Union, Somerset,
Middlesex, Monmouth, and Ocean; and the New York counties of Ulster, Sullivan, Orange, Dutchess,
Putnam, Westchester, Rockland, Bronx, New York, Kings, Queens, Nassau, Suffolk, and Richmond.

Development Agreement
We grant rights to develop Franchised Businesses in a specified development area under a Development
Agreement. If we offer you a Development Agreement, you and we determine the number of centers
under it. You sign a separate franchise agreement for each franchised business you establish under the
Development Agreement. The Development Agreement is in Exhibit B.
Market; Competition; Online Tutoring

Generally, you will sell Huntington Services to parents of school‐aged children and provide these
services to their children. The market for these services is developing and is seasonal. Typically,
demand for Learning Center Service is highest when schools issue report cards; demand for Exam
Preparation Service is highest in advance of administration of the exam, especially the ACT and SAT; and
demand for Subject Tutoring Services is highest in the beginning of the school year and in mid‐year.
The economic and demographic factors that exist at and about your Franchised Business’s location likely
will not remain constant. Other franchised businesses, including those we develop in the future, may
affect your Franchised Business’s sales. You will compete with other for‐profit and not‐for‐profit
businesses that offer the same or similar types of services that you do, including tutoring centers,
learning centers, exam preparation centers, schools, colleges, as well as individuals, companies,
organizations, school districts, churches, and charities. These businesses may be associated with
national or regional chains, whether or not franchised, and may be local, single business locations. Your
competition will offer various delivery methods, including on‐site, in‐home, and online. You will
compete with other businesses that feature services different from those in a Huntington Learning
Center®. The market for our services is characterized by increasing competition. We are sometimes
considered part of the education industry, an industry recognized by various investment banks.
We are currently testing online tutoring (“eTutoring”) at corporate Centers and in selected markets.
eTutoring is not part of the franchise rights we offer you under this Franchise Disclosure Document. We
have made no decision about implementing eTutoring. It we implement it, we are not obligated to offer
it to you. If we do offer it to you, we would do so through a separate agreement, which may have costs,
terms, and conditions substantially different from those in the Franchise Agreement and you would not
have any obligation to sign any agreement for eTutoring.
Regulations
The federal and state governments and others regulate your business. These laws include the Americans
with Disabilities Act, Fair Labor Standards Acts, and state laws. They govern matters like minimum
wage, overtime, working conditions, health, sanitation, smoking, safety, terrorism, fire, discrimination,
employment, sexual harassment, citizenship or immigration status, tax, and environment.
States and local governments and their agencies may regulate your Franchised Business’s premises and
operation, your instructional curricula and materials, the individuals who provide and manage
instruction, and your administrative procedures. For example, your state or municipality may require a
fire exit or panic bars on exit doors, separate male and female bathrooms, water fountains, sprinklers,
alarm systems, or that your staff possess specific certification, like that of reading specialist. Most states
regulate teachers. Most states require a background check for those who work with children. Some
states regulate Huntington Services. Pennsylvania, New Hampshire, and possibly other states regulate
Huntington Services under laws governing nursery schools. Many municipalities classify the Franchised

Business as a school for zoning purposes. If you become accredited by an accrediting body, you will be
regulated by it. These regulations may increase your cost to improve and operate the Franchised
Business.
We require you and your staff to be fluent in reading, writing, and speaking the English language.
The Council of Chief State School Officers is one source for the names, addresses, and phone numbers of
the public officials who head the departments of elementary and secondary education in the 50 states,
the District of Columbia, and five extra‐state jurisdictions. Its address and phone number is: One
Massachusetts Avenue, NW, Suite 700, Washington, DC 20001‐1431, 202‐336‐7000. Exhibit P lists each
state's department of education.
Item 2. Business Experience

Director: Raymond J. Huntington, Ph.D.
Dr. Huntington has occupied this position with the Franchisor and its affiliates since 1977. Together with
Mrs. Huntington, he co‐founded Huntington Learning Center®.
CEO and Director: Eileen C. Huntington
Mrs. Huntington has occupied the position of CEO since August 2010 and the position of Director with
the Franchisor and its affiliates since 1977. Together with Dr. Huntington, she co‐founded Huntington
Learning Center®.
Chief Financial Officer: James Emmerson
Mr. Emmerson has occupied this position since 1997.
Vice President, Company and Franchise Operations: Joanne Sofia
Ms. Sofia was promoted to this position in May 2010. From August 2009 to April 2010, she was Vice
President of the NY ADI. From May 2006 to July 2009, she was Director of Company Center Operations.
Director of Franchise Operations: Karla Hopf
Ms. Hopf was promoted to this position October 1, 2012. From November 2005 to September 2011,
she was Company Center Operations Manager for Huntington Learning Corporation. From 1989 to
2005, she held various other positions with the company, including Franchise Operations Manager,
Manager of the Call Center, Corporate Trainer, and Center Director. She is located in the Philadelphia,
Pennsylvania area.
Regional Franchise Business Consultant: Keri Thompson‐Smith
Mrs. Thompson‐Smith was promoted to this position in December 2008. From 2001 to November 2008,
she was Franchise Operations Manager for the Franchisor. From 2000 to 2001, she was an Operations
Manager and in 1999 a Center Director for Huntington Learning Corporation. She is located in the
Chicago, Illinois area.
Vice President, Sales: Darlene Viering
Ms. Viering was promoted to this position in April 2011. As Vice President, she is responsible for
Franchise Development and Educational Resources. From June 2010 to March 2011, she was Senior
Director of Educational Resources. From April 2005 to May 2010, she was Director of Educational

Resources.
Director Franchise Development: Karen Emerzian
Ms. Emerzian has occupied this position since January 2004.
Director Franchise Development: Brian Masters
Mr. Masters has occupied this position since February 2012. From August 2011 to February 2012 he was
an independent Franchise Consultant. From 2007 to July 2011 he was a Franchise Development Director
at CICI’s Pizza. He is located in Cleveland, Ohio area.
Senior Vice President, Support Services: Beverly Collins
Ms. Collins was promoted to this position in December 2009. From January 2008 through November
2009, she was Vice President, Support Services. From 2004 to December 2007, she was Executive
Director, Support Services. From 1981 to 2004, she held various other positions with the company.
Senior Director of Educational Development: Natalie Tortorello
Ms. Tortorello was promoted to this position in December 2009. From January 2005 to November 2008,
she was Director of Educational Development. From 2004 to January 2005, she was Educational
Development Supervisor.
Director of Coaching Services: Julie Murphy
Ms. Murphy has occupied this position since July 2010. From May 2006 to June 2009, she was a
Franchise Business Consultant. From January 2002 to May 2006 she was a member of the Coaching
Services Department. From May 1998 to January 2002, she was a corporate trainer. She is located in
the Columbus, OH area.
Senior Vice President, Information Technology: Benjamin Blake
Mr. Blake was promoted to this position in February 2010. From April 2008 to January 2010, he was
Vice President of Information Technology; and from July 2006 to April 2008, he was Director of
Information Technology. From 2004 to July 2006, he was Enterprise Director of Technology at Brown &
Co., Inc.
Unless otherwise specified, the location of each employee listed above is our headquarters in Oradell,
New Jersey.
Item 3. Litigation
Huntington Learning Centers, Inc. v. the Association of Remedial Educators Franchisee Trust, American
Arbitration Association, Case No. 13‐199‐12302‐02. On September 10, 2001, we and the Association of
Remedial Educators Franchisee Trust ("ARE Trust") signed an Initial Settlement Agreement whereby the
ARE Trust consented to the dismissal of an involuntary petition filed against us under Chapter 7 of the
US bankruptcy code. The ARE Trust was a group that represented some franchisees. Under the Initial
Settlement Agreement, we and the ARE Trust retained an accounting firm to audit our advertising fund
("Ad Fund") for the audit period of January 1, 1995 through September 30, 2001. The firm's draft report
presented as conclusions various scenarios under which it opined we would owe money to the Fund.
On September 26, 2002, we filed a Demand for Arbitration against the ARE Trust requesting, among
other things, the arbitrator to decide if we owed the Ad Fund any money and that the ARE Trust violated

the Initial Settlement Agreement by failing to negotiate in good faith. On February 28, 2003, we
amended our Demand, in which we contested the report’s conclusions and asked the arbitrator to
allocate the expenses of the audit and the arbitration action; and to enforce our agreement with the
ARE Trust not to disseminate the report.
On February 28, 2003, the ARE Trust filed a Response and Counterclaims to our original Demand. In its
Response, the ARE Trust denied violating the Settlement Agreement or failing to negotiate in good faith
with us; it claimed we failed to (a) make required contributions to the Ad Fund for company‐owned
learning centers during the audit period or made unauthorized use of Ad Fund monies, (b) provide
information and records to the accounting firm, and (c) buy advertising with the monies allegedly owed
to the Ad Fund or to distribute those monies to ARE Trust members so they could buy their own
advertising. It claimed we violated the Initial Settlement Agreement by failing to negotiate in good faith
with it. The ARE Trust requested (1) dismissal of the causes of action we brought against it, (2) an order
directing us to submit to the accounting firm the materials it claims have not been produced, (3) a
determination about any money we owed to the Ad Fund for the audit period, (4) an order directing us
to pay monies allegedly owed to the Ad Fund, with interest, (5) damages in an amount to be
determined, but which it claimed is in excess of $20,000,000, for the Ad Fund’s loss of use of the monies
we allegedly owed to it, (6) a determination that the audit expenses be allocated to us, we failed to
negotiate in good faith and an award of damages for that alleged failure, and the ARE Trust’s attorneys’
costs of this action be allocated to us. On March 26, 2003, the ARE Trust filed an Amended Response
and Counterclaims that it claimed addressed our Amended Demand for Arbitration.
On April 11, 2003, we filed a Verified Petition in the Supreme Court of the State of New York
(Huntington Learning Centers, Inc. v. The Association of Remedial Educators Franchisee Trust, S. Ct. of
the State of New York, Index No. 601148/03) requesting, among other things, that the Court
permanently stay the arbitration of the damages claim as being beyond the scope of the arbitration
clause in the Initial Settlement Agreement. On May 14, 2003 the ARE Trust filed an Opposition to our
Verified Petition. On July 29, 2003, the Court issued a Memorandum Decision that granted our request
for a stay of the arbitration of the counterclaim to the extent that it sought damages representing the
diminished revenues of ARE Trust members, because the consolidated claims for which the ARE Trust
sought arbitration went beyond the scope of the arbitration clauses contained in the Initial Settlement
Agreement.
On January 18, 2005, the parties settled all disputes between them by entering into the Final Settlement
Agreement, under which the parties agreed we complied fully with the Initial Settlement Agreement;
and neither party admitted any liability. We paid the Ad Fund $1,050,000. We received full general
releases from the ARE Trust, the Association of Remedial Educators and all its members (except Peter
and Marsha Hanson, Futuredge LLC, and Altaf Kagalwalla). We released the ARE Trust from all claims
relating to the Initial Settlement Agreement. All arbitrations and lawsuits between us, the ARE Trust, and
Mark Schulman, among other parties, were dismissed.
Mark Schulman v. Huntington Learning Centers, Inc., American Arbitration Association, Case No. 13‐114‐
00236‐01. On approximately March 12, 2001, Mr. Schulman, our former franchisee, filed a Demand for
Arbitration against us. He contended we breached his franchise agreement and the implied covenant of
good faith and fair dealing, and an alleged fiduciary duty by spending over 10% of the Ad Fund on
administrative costs and overhead related to our administration of it; and spending its monies on
activities other than those approved under his franchise agreement. He sought unspecified damages and

attorney fees. Under the above Final Settlement Agreement, the parties withdrew this arbitration; and
he signed a general release in our favor.
Raymond E. Warrick, Jr. v. Huntington Learning Centers, Inc., U.S. District Court for the S.D. of Ohio, Case
No. C‐1‐03‐527. On July 24, 2003, plaintiff Robert E. Warrick, Jr., our franchisee, filed a Complaint
against us, claiming we had made fraudulent statements or misrepresentations that induced him to
purchase his two franchised centers, which had been operating as company‐owned units. Mr. Warrick
alleged, among other things, that we misrepresented their profitability, the level of training of their
staff, and the amount of advertising he would need to engage in to successfully promote them. He
sought compensatory damages in an amount to be determined, court costs and attorneys’ fees, and
punitive damages. In response to his Complaint, we (1) on August 7, 2003, filed in federal court in New
York a Petition to Compel Mediation/Arbitration of the dispute (Huntington Learning Centers, Inc. v.
Raymond E. Warrick, Jr., et al., U.S. District Court for the S.D. of New York, Case No. 03‐CV‐5923) and (2)
on August 14, 2003, filed a Motion to Stay or Dismiss plaintiff’s Ohio case. On October 29, 2003, the
parties settled the case and all disputes between them by entering into a settlement agreement and
filing a Stipulation and Order of Dismissal with Prejudice and Without Costs in the District Courts. Under
the settlement agreement, the parties agreed that his two franchised centers would be transferred to a
purchaser approved by us, he would dismiss the Complaint, with prejudice; he would pay us $17,655
upon signing of the Settlement Agreement for our out‐of‐pocket expenses; he would pay us $6,000 for
legal fees incurred by us with respect to the transfer of the two franchised centers; he agreed to release
us and our affiliates from claims arising out of or related to the two franchised centers; and we agreed
to release him and his assigns from claims arising out of or relating to the two franchised centers. The
Stipulation and Order of Dismissal was filed on October 29, 2003.
Christopher Tozzo and Glenchrist Educational LLC v. Huntington Learning Centers, Inc., Huntington
Redevelopment, Inc., Raymond J. Huntington, Eileen C. Huntington, and Russell Miller, Case no. 2: 11‐cv‐
01243 DGC (US District Court, District of Arizona). On June 24, 2011, former franchisees Christopher M.
Tozzo and Glenchrist Educational, LLC filed a claim against Huntington Learning Centers, Inc. in the case
described above. In response to defendants’ motion to dismiss for improper venue, the case was
removed to U.S. District Court, District of New Jersey, civil action no. 2:11‐cv‐05507. Plaintiffs filed a first
amended Complaint on December 22, 2011. This amended Complaint alleged defendants engaged in a
variety of allegedly improper acts, including offering and selling a franchise that was subject to the New
York Franchise Act (“Act”), making deceptive representations as to the likelihood of success of the
franchised business; and failing to disclose certain information about the Huntington franchise system,
related SBA loans, and related to the Arizona advertising cooperative in which Tozzo and Glenchrist
were obligated to become members, and information related to LCOS. Plaintiffs alleged common law
fraud, negligent misrepresentations, unjust enrichment, and violations of the New York Franchise Act,
and sought rescission and damages. On January 23, 2012 Huntington Learning Centers, Inc. filed
counterclaims against Tozzo and Glencrist Educational, LLC breached their franchise agreement by
abandoning the franchised business, by failing to operate it as required under the agreement, by
breaching its confidentiality obligations, and for liquidated damages. The case is in a pre‐trial stage.
Franchisor‐initiated litigation in which franchisor was a party in 2011: Action for trademark
infringement, copyright infringement, breach of contract, breach of covenants of good faith and fair
dealing, theft of trade secrets, and breach of covenants not to compete against a former franchisee,
Sloan Folsom Robocker, individually, in her capacity as President of Red Dawg Dreams, Inc., Civil Action
No. 10‐5226, filed on November 18, 2010.

Action for copyright infringement, trademark infringement, unfair competition, trade secret
misappropriation, breach of contract, tortuous interference with contractual relations and unfair and
deceptive acts and practices against a former Huntington Services Center franchisee, Khalil Shalabi,
Muyassar Shalabi, Harvard Learning Centers, Inc. and Soos Educational Services, LLC, Case No. 1:11‐CV‐
00785‐JKB, filed on March 21, 2011.
Trademark infringement and breach of contract action against a former Huntington Services Center
franchisee, Paige A. Everett, Gerald W. Everett and AWGL, LLC, Civil Action No. 07550, against a former
franchisee, filed on December 28, 2011.
Other than these 8 actions, no litigation is required to be disclosed in this Franchise Disclosure
Document.
Item 4. Bankruptcy
No bankruptcy information is required to be disclosed in this Item 4.
Item 5. Initial Fees

Standard Franchise. When you sign the Franchise Agreement for a Standard Franchise, you pay us the
following initial fees: (a) Initial Franchise Fee of $7,000; (b) $1,500 Software License Fee; (c) pro‐rata
portion of the first year’s Software Maintenance Fee, computed as the product of $5,750 and the
number of full months in the first year divided by 12; (d) $500 Phone Number License Fee; (e) Call
Center License Agreement’s $500 Set‐up Fee; and (f) Conference Services License Agreement’s $500 Set‐
up Fee.
Expanded Franchise. When you sign the Franchise Agreement for an Expanded Franchise, you pay us
the following initial fees: (a) Initial Franchise Fee of $43,000; (b) $14,000 Software License Fee; (c) pro‐
rata portion of the first year’s Software Maintenance Fee, computed as the product of $4,250 and the
number of full months in the first year divided by 12; (d) $500 Phone Number License Fee; (e) Call
Center License Agreement’s $500 Set‐up Fee; and (f) Conference Services License Agreement’s $500 Set‐
up Fee.
None of these fees are refundable, except the Software and Phone Number License Fees, which are
refundable only under warranty.
We currently anticipate that the sole differences between a Standard and Expanded Franchise are the
Initial Franchise Fee amount, the Continuing Royalty percent, the minimum Continuing Royalty amount,
the annual LCOS Software Maintenance fee, and the space requirements. Your and our duties and
obligations under the Franchise Agreement of a Standard and an Expanded Franchise will otherwise be
the same, but we reserve the right to treat such franchises differently to the extent permitted under the
Franchise Agreement.
We participate in the International Franchise Association VetFran Program. If you are a qualifying
veteran honorably discharged from the U.S. Armed Forces within three years of the Agreement Date or
if you are an active duty member of the U.S. Armed Forces on the Agreement Date, we will reduce the
Initial Franchise Fee for your first expanded franchise by 20%. The Agreement Date is the date you sign
the Franchise Agreement.

If you are renewing our franchise agreement and pay a renewal franchise fee, we will waive the
Franchise Agreement’s Initial Franchise Fee and the requirement to sign the Call Center and Conference
Services License Agreements. If you renew and sign the Call Center and Conference Services License
Agreements, we waive their Set‐up Fees, but do not provide any free Call Center or Conference Services.
If you buy an existing franchise, we may require you pay us a non‐refundable Initial Franchise Fee of up
to $17,000 under some franchise agreements. If you buy an existing franchised business from us or an
affiliate, we may waive or reduce the Initial Franchise Fee, the Call Center Set‐up Fee, and the
Conference Services Set‐up Fee. See Items 1, 6, and 7.
You pay us a non‐refundable development fee of $10,000 per franchised business when you sign the
Development Agreement. If you are in full compliance with it, we will credit your development fee
towards the initial franchise fee payable under each franchise agreement you sign under it.
You must buy certain computer items (hardware and software) from us. As of the date of this disclosure
document, these items cost approximately $6,600 (including setup labor, shipping, and NJ tax). Price
will vary over time, based on manufactures’ pricing. See Item 11. You may buy other items from us, like
printers, appointment books, file folders, pens, pencils, curricula, student workbooks, posters, and other
assorted items. No payment made to us for any item is refundable.
If you sign the optional Turn Key Agreement, you must pay us an initial payment of 20% of the project’s
projected cost. The projected cost is about $63,800‐$151,500 for a Standard Center and $94,300‐
$267,150 for an Expanded Center. These amounts cover curricula; furniture, equipment, computers;
start‐up supplies; architect; real estate and improvements; exterior signs; and center graphics. See Item
7 below. The initial payment is about $12,760‐$30,300 for a Standard Center or $18,800‐$53,400 for an
Expanded Center. We will give you periodic cost accountings; and you will reimburse us for our out‐of‐
pocket costs every three weeks. Upon completion, you pay us a management fee, which we deduct
from your initial payment. This fee is equal to 10% of the total cost; and we estimate it will be about
$6,380‐$15,150 for a Standard Center or $9,400‐$26,700 for an Expanded Center.
Except as otherwise described in this Item 5, the initial fee, management fee, and all other fees and
costs paid by you under the Turn Key Agreement are non‐refundable.
Item 6. Other Fees

OTHER FEES
Type of Fee Amount Due Date Remarks
Continuing Standard Franchise: 9.5% 10th of each We may waive minimum for a month, if you
Royalty of Gross Revenue; month for paid more than the minimum in each of the
minimum of $1,900 per the prior 12 months and were not in default. See
month. Expanded preceding notes for start date and Gross Revenue
Franchise: 8% of Gross month definition.
Revenue; minimum of
$1,600 per month.
Advertising 2% of Gross Revenue; 10th of each We may waive minimum for a month, if you
Fee minimum of $400 per month for paid more than the minimum in each of the
the prior 12 months and were not in default. See

OTHER FEES
month preceding notes for start date definition.
month
Cooperative Determined by members, 10th of We will credit any Cooperative Advertising Fees
Advertising except as provided by month for to your local advertising requirement, to the
Fee Bylaws; typically $2,000 to preceding extent they do not exceed it. Typically non‐
$3,600 per month month; or refundable. See notes and Item 11 for New York
Advertising Advertising Cooperative Association (“NYACA”).
Cooperative
Association
decides
Local $57,000 per year As required Prorated during first and last year of the
advertising by vendors Franchise Agreement. Spend at least ¼ of the
annual amount during the year’s first quarter; ½
of the annual amount during the year’s first two
quarters; and ¾ of the annual amount during
the year’s first three quarters. Many franchisees
spend more than minimum and we encourage
you to do so. Typically non‐refundable. See
Advertising Fee, Cooperative Advertising Fee, &
White and Yellow Pages. See Items 7 and 11.
White and As required by your White As required You advertise in each “Yellow Pages” book
Yellow Pages and Yellow Pages; and by vendors under at least 2 headings; and with all Internet
Internet; typically $400 to “White Pages” and “Yellow Pages”. Typically
$1,000 per month non‐refundable. See Items 7 and 11.
Software $5,750 or $4,250 per year Each We may change the Software Maintenance Fee
Maintenance for a Standard or January 1 by up to 10% per year.
Fee; and Expanded Franchisee,
vendor fees respectively, plus
approximately $120 per
year for vendor fees
Phone $49 per month Monthly See Items 5 and 8.
Number
Monthly
Access Fee
Call Center $270 per month; variable Monthly We waive the monthly and variable Academic
License Fees AE Fee Evaluation (AE) Fee through your 2nd full month
of operation. The AE Fee is the product of the
number of AEs and a per AE amount. The per AE
amount is: (a) 1‐4 AEs: $68; (b) 5‐8 AEs: $58; (c)
9‐14 AEs: $49; (d) 15‐22 AEs: $42.50; (e) 23‐49

OTHER FEES
AEs: $36.50; and (f) 50 or more AEs: $26.50.
For certain AEs, the amount is lower. See Item 5
and notes for definition of AE.
Conference $82 per hour Monthly We waive fees through your 2nd full month of
Service operation. You must use at least 3 hours
License Fees monthly. See Item 5.
Transfer Fee Greater of $15,000 or 35% When you For both Standard and Expanded Franchise. We
of then‐current, non‐ request may waive for Transfer to your entity in 90 days
discounted maximum consent to of signing; $1,000 for selective Transfers. Non‐
initial franchise fee Transfer refundable, except as provided in franchise
agreement. See notes for Transfer definition.
Renewal $15,000 or 35% of then‐ Upon your For both Standard and Expanded Franchise.
Franchise current maximum non‐ signing the
Fee discounted initial Renewal
franchise fee Agreement
Training Fee $380 per participant Before Franchisee’s first attendance is free. See Item
training 11.
Convention $480 for 1st attendee; Before Payments to others typically are non‐
Fee $240 for each subsequent convention refundable. We exempt all franchisees who
attendee; travel and hotel participate on councils and the Ad Fund’s Board
expenses per attendee up of Directors from our Convention Fee.
to approximately $2,000
Accredita‐ $500 Visit Management Upon your Typically non‐refundable.
tion Fees Fee; $600 Annual Fee, receipt of
plus 20% to us. Evaluation their invoice
out‐of‐pocket costs
Relocation Then‐current fee; Upon your
Fee currently $400 request for
relocation
Insurance Your insurance company As required See Exhibit R for insurance minimums and
determines amount; by vendors requirements. If you do not maintain it, we may
approximately $1,500 to obtain it for you and you pay our cost. We may
$4,300 per year, excluding change minimums and requirements. Typically
workers compensation non‐refundable. See Items 6 and 7.
Taxes Will vary Upon billing These are payable to us, if we pay taxes (other
than income tax) on any fees you pay us. These
are not typical and therefore cannot be
estimated. Typically non‐refundable.

OTHER FEES
Audit Cost of audit; $100 late Upon billing Payable, if audit shows you failed to meet our
fee; 18% annual interest quality requirements, kept false books,
submitted false reports, submitted reports that
understate Gross Revenue or enrollment by 3%
or more, or are otherwise substantially
incorrect. Typically non‐refundable.
Late fee; $100 late fee; 18% annual Upon billing
interest interest
Attorney’s Cost of action; attorneys' Upon billing Typically non‐refundable.
fees fees
Indemnifica‐ Cost of claim against us; Upon billing Typically non‐refundable.
tion attorney fees
Reimburse‐ Will vary Upon billing You reimburse us if we pay any fee to process
ment of third your payment. Typically non‐refundable.
party fees
Notes:
• The above table describes recurring or isolated fees or payments you pay us or our affiliates under the
Franchise Agreement and related agreements, or that we impose or collect in whole or in part for a third
party. Unless otherwise indicated, all fees are non‐refundable.
• Gross Revenue means all received and accrued revenue derived directly or indirectly from all business
using the Marks or System or from the Franchised Business (by check, cash, credit, charge, exchange, or
otherwise), whether for services or products provided or to be provided. It does not include sales or
similar tax that, by law, is chargeable to customers (if you separately charge the customer and pay the
taxing authority) or any refund you give customers in good faith. You may not offset Gross Revenue by
any other expense.
• You begin paying Continuing Royalty and Advertising Fees the earliest of when you receive any Gross
Revenue; 9th month after you open the Center; or 15th month after the Agreement Date; if you renew or
assume a franchise, minimum begins when you renew or assume it.
• The New York Advertising Cooperative Association (“NYACA”) includes portions of Connecticut, New
Jersey New York, and Pennsylvania proximate to New York City. Currently, the NYACA consists of
Fairfield county in Connecticut; Pike county in Pennsylvania; the New Jersey counties of Sussex, Warren,
Hunterdon, Morris, Passaic, Bergen, Essex, Hudson, Union, Somerset, Middlesex, Monmouth, and Ocean;
and the New York counties of Ulster, Sullivan, Orange, Dutchess, Putnam, Westchester, Rockland, Bronx,
New York, Kings, Queens, Nassau, Suffolk, and Richmond.
• You must pay us by electronic funds transfer, on‐line banking, pre‐authorized auto‐draft arrangement, or
another means we specify, plus all related expenses. Those expenses depend on your bank and typically
range from $4 to $6 per month. Typically, these fees are non‐refundable. Some banks offer this service
free of charge, if you maintain a bank‐specified minimum average balance. These figures are estimates;

Notes:
your bank may charge different fees and you may incur other expenses.
• A Transfer means the direct, indirect, or contingent sale, assignment, transfer, conveyance, gift, pledge,
mortgage, or other encumbrance (whether by or among any Franchisee Members or others and whether
by agreement or by law) of any interest in you, the Franchise Agreement, any Franchised Business asset,
any share of stock in a corporate franchisee, any membership interest in a limited liability company
franchisee, or any partnership interest in a partnership franchisee.
• We describe the term, “AE”, in the Call Center Standards; an AE includes any academic evaluation
appointment and, if you enroll a student without an academic evaluation, an AE includes this enrollee.
Item 7. Estimated Initial Investment
YOUR ESTIMATED INITIAL INVESTMENT

Standard Franchise
To whom
Method of payment is to be
Type of expenditure Amount Payment When Due made
When you sign the
Initial Franchise Fee1 $7,000 to $7,000 Lump sum Franchise Agreement Franchisor
If and when you sign
Development
Development Fee2 $0 to $0 Lump sum Agreement Franchisor
Upon completion of
Turn Key Management Fee3 $0 to $15,150 Lump sum construction Franchisor
Travel, living expenses Before or during Airlines, hotels,
while training4 $0 to $2,000 As incurred training restaurants, etc.
Curricula5 $16,900 to $16,900 As incurred As arranged Vendors
When you sign the
Furniture, equipment, Franchise Agreement Vendors and
computers6 $20,800 to $20,800 Lump sum or as arranged Franchisor
Start‐up supplies7 $8,700 to $8,700 Lump sum As arranged Vendors
Local advertising8 $14,250 to $14,250 As incurred As arranged Vendors
Software License Fee for When you sign the
our LCOS software9 $1,500 to $1,500 Lump sum Franchise Agreement Franchisor
Software Maintenance fee When you sign the
for our LCOS software10 $0 to $5,750 Lump Sum Franchise Agreement Franchisor
Phone Number License Upon signing
Fee11 $500 to $500 Lump sum Franchise Agreement Franchisor
When you sign Call
Call Center Set‐up Fee12 $500 to $500 Lump Sum Center Agreement Franchisor

Standard Franchise
To whom
When you sign the
Conference Service Set‐up Conference Service
Fee13 $500 to $500 Lump Sum Agreement Franchisor
Architect design14 $500 to $3,000 As incurred As arranged Vendors
Security and utility
deposits; license fees15 $500 to $3,000 As incurred As arranged Landlord, utilities
Real estate and
improvements16 $12,000 to $100,700 Varies Before opening Vendors
Exterior signs17 $2,800 to $2,800 As incurred As arranged Vendors
Center graphics18 $1,500 to $1,500 As incurred As arranged Vendors
Lawyers,
Professional fees19 $500 to $3,500 As incurred As arranged accountants
Insurance – three months20 $400 to $4,300 As incurred As arranged Vendors
Additional funds – three Employees,
months21 $25,000 to $35,000 As incurred As arranged vendors
Total $113,850 to $246,850
Expanded Franchise
To whom
When you sign the
Initial Franchise Fee1 $43,000 to $43,000 Lump sum Franchise Agreement Franchisor
If and when you sign
Development
Development Fee2 $0 to $10,000 Lump sum Agreement Franchisor
Upon completion of
Turn Key Management Fee3 $0 to $27,000 Lump sum construction Franchisor
Travel, living expenses Before or during Airlines, hotels,
while training4 $200 to $2,000 As incurred training restaurants, etc.
Curricula5 $30,000 to $30,000 As incurred As arranged Vendors
When you sign the
Furniture, equipment, Franchise Agreement Vendors and
computers6 $28,100 to $28,100 Lump sum or as arranged Franchisor
Start‐up supplies7 $8,700 to $8,700 Lump sum As arranged Vendors
Local advertising8 $14,250 to $14,250 As incurred As arranged Vendors
Software License Fee for $14,000 to $14,000 Lump sum When you sign the Franchisor

Expanded Franchise
To whom
our LCOS software9 Franchise Agreement
Software Maintenance fee When you sign the
for our LCOS software10 $0 to $4,250 Lump Sum Franchise Agreement Franchisor
Phone Number License Upon signing
Fee11 $500 to $500 Lump sum Franchise Agreement Franchisor
When you sign Call
Call Center Set‐up Fee12 $500 to $500 Lump Sum Center Agreement Franchisor
When you sign the
Conference Service Set‐up Conference Service
Fee13 $500 to $500 Lump Sum Agreement Franchisor
Architect design14 $1,000 to $3,000 As incurred As arranged Vendors
Security and utility
deposits; license fees15 $1,000 to $10,000 As incurred As arranged Landlord, utilities
Real estate and
improvements16 $16,000 to $177,150 Varies Before opening Vendors
Exterior signs17 $2,800 to $15,000 As incurred As arranged Vendors
Center graphics18 $1,500 to $2,000 As incurred As arranged Vendors
Lawyers,
Professional fees19 $500 to $3,500 As incurred As arranged accountants
Insurance – three months20 $400 to $4,300 As incurred As arranged Vendors
Franchisor,
Additional funds – three employees,
months21 $30,000 to $40,000 As incurred As arranged vendors
Total $192,950 to $437,750
The above tables estimate your initial investment for Standard and Expanded Franchises as of the date
of this Franchise Disclosure Document. Actual costs will vary for each franchisee and each location,
depending upon many factors. All fees and payments exclude sales tax and are non‐refundable, unless
otherwise stated or permitted by the payee. See the notes below. Before you sign a Franchise
Agreement, please read this Franchise Disclosure Document and all its exhibits. Please review carefully
all figures in this Franchise Disclosure Document, including those in these tables, with a business advisor.
Note Explanation
1 Initial Franchise Fee. See Item 5 above.
2 Development Fee. You pay us a development fee of $10,000 per franchise when you sign the
Development Agreement. If you are in compliance, we will credit it to the initial franchise fee payable
under each franchise agreement you sign under it. The Standard Franchise estimates are based on no
development agreement. The Expanded Franchise low and high estimates are based on 0 or 1 franchises.
3 Turn Key Management Fee. This is an optional program that provides additional support to franchisees

Note Explanation
during the pre‐opening phase. See Item 5 above.
4 Travel. For transportation and lodging for one person attending our initial training program. You may
also incur salary and related expenses. (See Item 11.) Typically non‐refundable.
5 Curricula. If you acquire a Standard Franchise, you must acquire the remaining curricula, which totals
$13,100, within 15 months of the Agreement Date. Typically non‐refundable. See Item 8.
6 Furniture, equipment, computers. Includes furniture, phones, answering machine, etc. Includes
hardware and software. Includes $6,600 for computer hardware you must buy from us. Includes $150
for an Internet connection. Installation for Internet connectivity, center wiring, and computer setup costs
may be higher with more complex environments, for example, by adding optional additional networked
computers. Typically non‐refundable. See Item 11.
7 Start‐up supplies. Office and consumable supplies, forms, manuals, marketing materials, student
workbooks, appointment books, file folders, paper, pens, etc. Typically non‐refundable.
8 Local advertising. You spend it within 3 months after opening the Center. Typically non‐refundable. See
Items 6 and 11.
9 Software License Fee for LCOS. See Item 5 above.
10 Software Maintenance fee for LCOS. Pro‐rated portion of the first year’s Maintenance Fee. See Item 6.
11 Phone Number License Fee. See Items 5 and 6.
12 Call Center Set up Fee. We provide Call Center services at no cost through your 2nd full month of
operation. See Items 5 and 6.
13 Conference Service Set‐up Fee. We provide Conference Services at no cost through your first 2nd full
month of operation. See Items 5 and 6.
14 Architect. An architect designs the premises and its signs. Landlords and municipalities may impose
requirements, like obtaining architectural or other drawings showing structural, electrical, heating, and
air conditioning. They may impose requirements on the individual who develops these drawings; for
example, a municipality may require these drawings be sealed by an architect. Typically non‐refundable.
15 Security fees. Typically, you give your landlord and utility companies refundable deposits. If you obtain
any licenses or permits, you may have to pay related fees, which, typically, are not refundable.
16 Real estate. You negotiate leasehold improvement costs with your landlord, when you negotiate the
lease. If the landlord pays for them, you likely will reduce your initial costs, but your monthly rent likely
will be higher. Cost depends on many factors, like premise size and condition. We compute costs at $10‐
$35 and $10‐$45 per square foot for Standard and Expanded Centers, respectively. Your costs may be
higher. Typically, you pay as incurred. Rent depends on many factors, like location, size, condition, and
utilities; and ranges from $15 to $40 per square foot per year or more; rents may be more in high density
or urban areas. Our Standard Franchise estimate assumes you rent between 1,200 and 1,400 usable
square feet; and our Expanded Franchise estimate assumes you rent between 1,600 and 2,000 usable
square feet. Larger facilities may cost more. Typically, rent is not refundable. See Items 1 and 11.
17 Exterior signs. You install signs according to our standards. You buy signs from vendors of your

Note Explanation
choosing. Landlords and municipalities may impose sign requirements. Typically non‐refundable.
18 Center graphics. You buy and install on walls and windows according to our standards using a Franchisor‐
specified vendor. Custom graphics may cost more. Includes installation costs. Typically non‐refundable.
See Item 8.
19 Professional fees. You need an attorney, accountant, and other consultants. Typically non‐refundable.
20 Insurance. Estimate for first 3 months of operation. You may have to pay the entire annual premium
initially. Your expense may be more. Typically non‐refundable. Minimums are in Exhibit R.
21 Additional funds. This amount estimates your initial start‐up expenses for a 3‐month period, which you
pay to others. It includes recruitment expense; Phone Number Monthly Access Fees; expenses related to
training one staff member; supplies; cleaning services and supplies; additional funds of $20,000; and
miscellaneous expenses, like equipment leasing, repairs and maintenance, postage, and credit card fees.
It also includes advertising expenses based on our minimums. This amount does not include any estimate
of any other expense, including rent; utilities; part‐ or full‐time payroll (including any amount you may
pay yourself); payroll taxes; employee benefits; White Pages or Yellow Pages advertising; Internet
advertising; any financing expense; Continuing Royalty; Ad Fund contributions; or any other expense that
you or others may consider vital or necessary during this 3‐month period or any longer start‐up phase
that you may experience. This amount does not include any amount for the Call Center or Conference
Service, since we do not charge you through your second full month of operation; thereafter, you may
terminate these services at any time. You should expect to spend at least an additional $750 and $370
per month for Call Center and Conference Services, respectively, if you use these services. See above in
the footnotes to this table for an estimate of rent. Typically, during your first 3 months, you will hire,
train, and employ at least one full‐time person. These figures are estimates and we cannot guarantee
that you will not have additional expenses starting and operating the Center. Your costs will depend on
many factors, including, for example, your management skill, experience, and business acumen; local
economic conditions; the local market for your services; prevailing wage rates; competition; the sales
level your reach during the start‐up period and afterwards; whether you perform services personally; and
your adherence to our methods and procedures. Merely following our methods and procedures will not
guarantee that you will not need additional funds in excess of those described in this item or that your
start‐up phase will be limited to three months. The time period of 3 months is not a representation of
when you should expect to break even, if ever. The working capital recommendation is not a
representation of the amount you will need; you may need substantially more working capital. We relied
on our predecessor’s experience to determine the amounts you will need for additional funds; it has been
operating Huntington Learning Centers® at times and places as listed in Item 1. Typically, these amounts
are non‐refundable.

Item 8. Restrictions on Sources of Products and Services

This item presents your obligations to buy or lease goods, services, supplies, fixtures, equipment,
inventory, computer hardware and software, real estate, or comparable items relating to establishing or
operating the Franchised Business from us, our designees, or suppliers we approve. You must buy or
lease these items whether you have a Standard or an Expanded Franchise.
You must meet our standards for services and products at the Center. We specify these standards in the
Operating Manual or in writing. You must buy, install, and use all fixtures, furnishings, equipment,
graphics, décor, supplies, and interior and exterior signage required in the Operating Manual or by us in
writing. You must not install or use any fixtures, furnishings, equipment, signage, graphics, or other
items that do not meet our standards.
You must buy required computer hardware and software from us. We are the only approved supplier
for the required items. The items to be purchased are described in the IT Startup Package Purchase
Order in Exhibit T. See also Item 11. You must buy some products, including graphics and educational
materials, which in some cases may be proprietary to us, from designated vendors (which may include
us or our affiliates) for use or sale at the Franchised Business. We also reserve the right also to require
you to purchase any other approved products solely from us or an affiliate, which may include non‐
proprietary products.
If you sign a Turn Key Agreement with us, we will select all of the vendors, contractors, architects, and
other suppliers used to construct your Center. See Items 5 and 11.
If we furnish you advertising and promotional materials, we may charge you a fee for their cost of
preparation and production, but we have not done so and have no current plans to do so.
Except as described in this disclosure document, you may buy your furniture, equipment, and supplies
from any vendor, if you comply with our standards. We formulate and modify our standards by
evaluating vendors’ products and services. If you want us to approve your use of any product or service
that is not in the Operating Manual, you must give us the information and samples we request, which
we review according to our standards. We will notify you when we receive this information and these
samples and when we approve or disapprove the submitted product or service. We complete our
review within 120 days after we receive this information and these samples. You must not use any
product or service we do not approve in writing. We do not make available our standards for vendor
approval. We do not issue specifications and standards for goods and services. We revoke approval of a
good or service, if it no longer complies with our standards. We do not charge you any fee for you to
secure approval to buy from alternative suppliers.
We do not provide any material benefits to any franchisee based on his use of designated or approved
sources.

LCOS Software; Phone Number

We have developed proprietary software (“Learning Center Operations System”, “LCOS”, and
“Software”) to assist you with managing the business. LCOS performs administrative functions at the
Franchised Business, including collection of information about inquirers and students, and generates
reports about schedules, finances, and billing, as well as our math, phonics, SAT, and ACT programs.
Students can enroll for Subject Tutoring and Exam Prep 10‐ and 28‐hour programs using LCOS
technology via our web portal. You advertise your services using a toll‐free number, 800.CAN.LEARN
(800.226.5327, the “Phone Number”). We are the only approved supplier for LCOS and the Phone
Number.
You must license from us use of LCOS and use of the Phone Number, and pay us one‐time LCOS and
Phone Number license fees. You must pay us annual LCOS maintenance fees, and monthly phone
number access fees.
Call Center; Conference Services

We have developed and operate a call center (the “Call Center”) that handles calls with prospective
students; and a conference services (“Conference Services”) department that offers you advice in
various aspects of the business. Both the Call Center and Conference Services conduct all services in
English. You must license the services of the Conferences Services Department and Call Center under
the under the Conference Services License Agreement and Call Center License Agreement in Exhibits C
and D, respectively. Except for initial fees, you do not have to pay any fees in connection with Call
Center and Conference Services through your Franchised Business’s 2nd full month of operation. We are
the only approved supplier for these services.
Premises Lease
You must lease a location that meets our specifications, which we describe in Item 11 and the Operating
Manual. You must not rent on a month‐to‐month basis. Before you sign any lease, we must approve
your proposed location. In addition to standard commercial lease terms, your landlord may impose
other requirements, such as requiring you and your spouse sign or guarantee the lease for the
Franchised Business individually, or that you have a minimum net worth.
Within 10 days after you sign any lease, you must give us a copy of it, together with a signed Conditional
Assignment of Lease and Lessor’s Consent and Agreement (the “Conditional Assignment”). Our current
Conditional Assignment is attached to the Franchise Agreement as an exhibit. The Conditional
Assignment will amend your lease and include some restrictive terms, including the following: For
collateral purposes only, you conditionally assign and transfer to us your interest as tenant in your lease.
Except as specified in the Conditional Assignment, we will have no obligation under the lease, unless we
take possession of the premises under the lease’s terms and assume your obligations. If you default
under the lease, Franchise Agreement, or any document securing the Franchise Agreement, we may
take possession of the premises, expel you from it, and, in this case, you will have no further rights
under the lease. You can not surrender, terminate, amend, or modify the lease without our written
consent. Throughout the Franchise Agreement’s term and any renewal, you must exercise all your lease
options to extend its term, unless we otherwise agree in writing. If we do not otherwise agree in writing
and you fail to extend or renew your lease, you appoint us as your attorney‐in‐fact to extend or renew
your lease. Your landlord (a) agrees to notify us, if you fail to cure any default under the lease; (b)

agrees we may cure your defaults under the lease, if any; (c) consents to the lease’s conditional
assignment; (d) agrees that, if we take possession of the premises and confirms that we are a tenant
under the lease, then the landlord will recognize us as the tenant, if we cure your defaults, if any, under
the lease; and (e) agrees we may assign the lease to any other person, firm, or corporation who agrees
to assume the tenant’s obligations under the lease and who is reasonably acceptable to the landlord.
See Item 11.
Insurance
Throughout the term of the Franchise Agreement, you must maintain an insurance policy, with the
requirements and minimums specified in Exhibit R, insuring you, us, and our officers, directors, partners,
agents, and employees against any demand or claim about personal injury, death, or property damage,
or any loss, liability, or expense in connection with the Franchised Business. We may change these
requirements and minimums. If you do not maintain this insurance, we may obtain it for you and you
must pay us our cost, plus a fee for procuring this insurance. See Items 6 and 7.
Teachers
In operating your Franchised Business, you depend on the availability of individuals willing to teach for
little more than minimum hourly wage, with minimal or no benefits, and who mostly teach on a part‐
time basis. These individuals are employees, not independent contractors; they often remain in your
employ for less than a year. You are responsible to hire, train, and supervise them and, to a great
degree, your success will depend upon your ability to do so. If, for any reason, you are unable to hire
and retain an adequate number of teachers, or if you must pay them a higher rate of pay or provide
them with more benefits, your business expenses could increase substantially.
Revenue or Benefits from Sale or Lease of Products and Services
Based on our financial statements for the year ending December 31, 2011, our total revenues were
$14,945,226. The 2011 revenues that we or our affiliates derived from purchases or leases of products
or services from our franchisees were $4,015,472, which was 27.0% of our 2011 revenue. The 2011
revenues that we or our affiliates derived from purchases or leases of products or services from School
Services franchisees were $284,360, which was 2.0% of our 2011 revenue. We or our affiliates derived
revenue or other material consideration from purchases or leases that franchisees must make.
Some vendors pay us a percentage of the payment you make to them; and make donations and
contributions towards our annual and other meetings in the form of goods, services, and sponsorship of
certain events, as described in the following table. Also listed in the table are other fees paid to us by
franchisees. Entries in the table are for Huntington Center Services and for School Services.
Product, Service, or Vendor Our 2011 Revenue

1800 Adept $147,923
Accreditation fees $78,423
Additional Email account $1,000
Call Center License fees $4,290
Call Center Services fees $1,732,808

Product, Service, or Vendor Our 2011 Revenue

Computer Equipment $6,144
Conference Service fees $437,177
Conference Service License fees $10,000
Convention $83,500
Convention fees HCS $760
Convention fees HSS $7,760
Curricula from Tech Repro $157,799
Franchise mailings $4,023
HSS Monthly fees $276,600
Publishing $71
LCOS Software License fees $34,000
LCOS Software Maintenance fees $926,724
Sybase Inc. fees $22,870
Training fees $83,600
Total $4,015,472
You must buy graphics for the Franchised Business’s walls and windows using a vendor we specify. If we
give you any advertising or promotional materials, we may charge you a fee for preparing and producing
them. We may derive revenue from these fees. As of the date of this disclosure document, we do not
charge this fee.
Some vendors permit us to pay after they deliver the service or product, but may require you to make
payment beforehand.
We negotiate purchase arrangements with suppliers, including price terms, for the benefit of
franchisees. We do not have any purchasing or distribution cooperatives.
We estimate the cost of products and services you buy or lease from us or our affiliates will represent
less than 5% of the cost of your initial total purchases or leases for establishing the Franchised Business,
excluding initial franchise and license fees you pay us. We estimate the cost of products you will buy
from us or our affiliates after you open the Franchised Business will represent less than 5% of your
overall purchases in operating it.
Except as described in this Item 8, no vendor makes any payment or rebate to us or any of our affiliates,
because of transactions with franchisees. Our officers own an interest in us and Huntington Learning
Corporation.
Item 9. Franchisee's Obligations
This table lists your principal obligations under the Franchise Agreement and other agreements. It will
help you find more detailed information about your obligations in these agreements and in other
items of this Franchise Disclosure Document.

FRANCHISEE’S OBLIGATIONS
Paragraph in Paragraph
Conference in Call Item in
Paragraph in Paragraph in Services Center Franchise
Franchise Development License License Disclosure
Obligation Agreement Agreement Agreement Agreement Document
a. Site selection and acquisition / 2, 4 4 6, 11, 12
lease
b. Pre‐opening purchases / 4, 8 6, 7, 8
leases
c. Site development and other 2, 4, 8 2, 4 6, 7, 11
pre‐opening requirements
d. Initial and ongoing training 7, 15 3, 7 7 7, 11, 15
e. Opening 4 11
f. Fees 1, 3, 4, 6, 7, 8, 3 4 4 5, 6, 7
11, 12, 13, 14,
15, 16, 19, 24
g. Compliance with standards 4, 7, 8, 10, 11, 3, 4, 5 3, 4, 5 8, 11
and policies / operating 12, 15
manual
h. Trademarks and proprietary 8, 9, 10 2 13, 14
information
i. Restrictions on products / 8 8, 16
services offered
j. Warranty and customer 8, 26 7 7 11
service requirements
k. Territorial development and 4 2, 4 12
sales quotas
l. Ongoing product / service 8, 15 4 4 8, 16
purchases
m. Maintenance, appearance and 3, 4, 8, 15 6, 11
remodeling requirements
n. Insurance 3, 13 6, 8
o. Advertising 6, 12, 15 5, 11 6, 11
p. Indemnification 14, 19 10 21 23 6
q. Owner's participation / 8, 14 6 3 11, 15
management / staffing
r. Records / reports 11, 19, 22 6
s. Inspections / audits 8, 11 6, 11
t. Transfer 14, 22 7 6 6 17
u. Renewal 3, 6 17
v. Post‐termination obligations 2, 3, 9, 16, 17, 8 5, 8 9, 10 17
25, 26
w. Non‐competition covenants 16, 17 17

FRANCHISEE’S OBLIGATIONS
Paragraph in Paragraph
Conference in Call Item in
Paragraph in Paragraph in Services Center Franchise
Franchise Development License License Disclosure
Obligation Agreement Agreement Agreement Agreement Document
x. Dispute resolution 21, 24 10 10, 11 12, 13 17
Item 10. Financing

Except as disclosed in this Item 10, we do not offer direct or indirect financing, and we do not guarantee
your note, lease, or obligation.
If you wish to secure financing from the Small Business Association, it requires you execute the franchise
agreement as a corporation, partnership, or other legal entity; and that you execute all our required
agreements and amendments.
We may offer you financing, including for purchase of the assets of a franchised business purchased
from us or our affiliates. If you meet our credit standards and otherwise qualify for financing (which we
will determine), we may offer you financing for up to 30% of the purchase price of the assets of the
Franchised Business (the “Loan”). We will not finance the initial franchise fee or your start‐up costs. We
will determine the amount of the financing offered.
If we offer you financing and you accept it, you must sign the following: (a) Negotiable Promissory Note
(“Note”); (b) Confession of Judgment and Warrant of Attorney (attached to the Note as Exhibit A); (c)
ACH Automatic Withdrawal Authorization form (attached to the Note as Exhibit B); (d) General Release;
and (e) Security Agreement. The Note, Security Agreement, and General Release are in Exhibits F, G,
and I, respectively.
You must pay the UCC filing fee of $200 in connection with the Note and Security Agreement.
You must pay the Loan in equal monthly installments for a number of months that you and we
determine. We determine the Loan’s interest rate. (Note ‐ Paragraph 1) On January 1, 2011, the
interest rate was 14%. If you default on the Note, the annual interest rate rises to the lesser of 18% and
maximum permissible rate during the default. You may prepay all or any part of the Loan at any time
without any prepayment penalty at any time. Any prepayment of principal will not change the amount
of the remaining monthly installments until the Loan is completely paid. (Note ‐ Paragraph 5)
If you sign the Note, you waive presentment, demand, protest, notice of protest, notice of dishonor, and
notice of acceleration of maturity of the Note, if you fail to make any payment under the Note when due
or upon any other default of the Note. You waive the right to interpose any self defense, set‐off, or
counterclaim of any kind in any litigation arising out of the Note. You waive the right to a trial by jury.
(Note ‐ Paragraph 9)
We may assign, pledge, or otherwise transfer any interest in all or any part of the Note without notice to
you. (Note ‐ Paragraph 13) If we transfer to a third party, you may lose all defenses against us because
of the transfer. It is not our present practice or intent to assign, pledge, or otherwise transfer any
financing arrangements we have with franchisees, but we reserve the right to do so.

Upon any default under the Note, we may require you, at our option, to pay the whole unpaid amount
of the Loan immediately. (Note ‐ Paragraph 2) You must pay us all expenses we incur to enforce our
rights under the Note. (Note ‐ Paragraph 8) Under the Security Agreement, you grant us a security
interest in all of your franchise agreements and related agreements, the Center, and the assets of the
Center (the “Collateral”). If you default under the Note, we may repossess, sell at public or private
auction, or otherwise realize upon any part of, or all of, the Collateral; and, under the Confession of
Judgment and Warrant of Attorney, you authorize any attorney or clerk of any court to appear on our
behalf to enter a judgment against you in our favor for all amounts due on the Note, plus all our
attorneys’, accountants’, and consultants’ fees, costs, and expenses. (Note ‐ Exhibit A)
We do not sign written arrangements with lenders to offer financing to our franchisees.
Item 11. Franchisor's Assistance, Advertising, Computer Systems, and Training

Except as listed below, we are not required to provide you with any assistance.
Our pre‐opening obligations to you
Before you open the Franchised Business, we provide you with the following assistance:
• We will lend you one copy of the Operating Manual. (Franchise Agreement ‐ Paragraph 5) You may
view it at our headquarters before you sign the receipt in Exhibit V. See Item 14.
• We will provide you with design specifications for a prototypical franchised business for adaptation
by you. (Franchise Agreement ‐ Paragraph 5) We provide you with the names of approved
suppliers. We do not deliver or install any item in the Franchised Business, except for the technology
specified in the Startup Package Purchase Order in Exhibit T of the FDD, and the LCOS software.
• We will provide you with a list of products and services required for use at the Franchised Business,
including educational materials and any required or suggested suppliers for the System. (Franchise
Agreement ‐ Paragraph 5)
• We will offer you and your staff an initial training program. (Franchise Agreement ‐ Paragraphs 5
and 7)
• We will approve your site for the Franchised Business. (Franchise Agreement ‐ Paragraph 4) We will
approve your proposed site within 30 days of our receipt of all information necessary to review it.
(Franchise Agreement ‐ Paragraph 4)
• We will license you our Phone Number. (Franchise Agreement ‐ Paragraph 2)
• We will license you our LCOS software. (Franchise Agreement ‐ Paragraph 2)
• If you sign a Turn Key Agreement, we will arrange for construction of the Franchised Business’s
premises, including selecting an architect, purchasing and installing all equipment, and obtaining all
necessary insurance, permits, and inspections required for construction of the premises (Turn Key
Agreement ‐ Paragraph 5.1).
• We provide you with Call Center services for no monthly fee through your 2nd full month of
operation. (Call Center License Agreement ‐ Paragraph 3.1)

• We provide you with Conference Services for no monthly fee through your 2nd full month of
operation. (Conference Service License Agreement ‐ Paragraph 3.1)
• We will lend you the Call Center Standards, which is a written description of the related technical
and other equipment and standards. (Call Center License Agreement ‐ Paragraph 3) You may view
it at our headquarters before you sign the receipt in Exhibit V.
• We will lend you the Conference Service Standards, which is a written description of the related
technical and other equipment and standards. (Conference Service License Agreement ‐ Paragraph
3) You may view it at our headquarters before you sign the receipt in Exhibit V.
• If you sign a Development Agreement, we will give you advice about location selection guidelines.
(Development Agreement ‐ Paragraph 6)
Site Selection
You select your Franchised Business’s location and we approve it. Typical locations are on ground floors
in suburban areas in retail locations, although some older facilities are in professional office buildings.
For Franchised Businesses established under Standard and Expanded Franchises, we recommend
approximately 1,200‐1,400 and 1,600‐2,000 square feet of usable floor space, respectively. You may
open a Center in larger, but not smaller, space.
Construction of the Premises
If you sign a Turn Key Agreement, we will select an architect to develop a preliminary plan, which may or
may not include drawings that conforms the Franchised Business’s premises to our requirements. The
preliminary plan will identify the required construction and services and include all labor, materials,
equipment, and services to be provided by us to fulfill our obligations under the Turn Key Agreement.
We or our vendors will construct the Franchised Business’s premises, including (a) obtaining insurance
for the work; (b) obtaining inspections and building and sign permits; (c) building the premises; (c)
selecting phone, Internet, and other providers; (e) buying and installing all equipment; (f) storing and
transporting materials and equipment, as necessary; and (g) providing you and estimated date by which
the work will be complete.
Time to open a Franchised Business
Franchisees typically open their franchised business within 6‐9 months after they sign a franchise
agreement. Your time period depends on many factors, including your ability to select a location; to
obtain and negotiate a lease; to obtain financing or building permits; to design and construct the
Franchised Business’s premises; to comply with zoning and local ordinances; to deal with weather
conditions, shortages, strikes, and unexpected events; to obtain inventory and equipment; and to deal
with delayed delivery and installation of equipment, fixtures, and signs.
Before you sign the Franchise Agreement, we urge you to meet and speak with our franchisees,
including those in your Advertising Cooperative Association.
If you sign a Turn Key Agreement, the date of opening will be affected by the amount of time it takes us
to complete the design and construction of the Franchised Business’s premises and to obtain equipment
and fixtures and install them in the Franchised Business’s premises.
You must identify a location for the Franchised Business, obtain our approval for this location, and open
it within 270 days after the Franchise Agreement date. (Franchise Agreement ‐ Paragraph 4) You may

request an extension of this 270‐day period; and, if we grant it, you must sign our general release, to the
extent not prohibited by applicable law. The duration of any extension will be 90 days or less.
Our continuing obligations to you
During your operation of the Franchised Business, we provide you with the following assistance:
• We will provide you with modifications, additions, and deletions to the Operating Manual.
(Franchise Agreement ‐ Paragraph 5)
• We will provide you with advice about the operation of the Franchised Business and delivery of the
Huntington Services. (Franchise Agreement ‐ Paragraph 5)
• We will offer to sell you materials owned by or licensed to us. (Franchise Agreement ‐ Paragraph 5)
• We will offer you and your staff an initial training program. (Franchise Agreement ‐ Paragraphs 5
and 7)
• We will make available advertising and promotional materials for your use for the Franchised
Business. (Franchise Agreement ‐ Paragraphs 5 and 12).
• We will attempt to answer your questions about our LCOS software during our normal business
hours and inform you of its restoration codes. (Franchise Agreement ‐ Paragraph 8)
• We will provide you with modifications, additions, and deletions to the Call Center Standards. (Call
Center License Agreement ‐ Paragraph 3)
• We will provide you with modifications, additions, and deletions to the Conference Service
Standards. (Conference Service License Agreement ‐ Paragraph 3)
If you receive a notice for a default that cannot be cured or fail to cure a default after notice within the
required time period, we have the right to limit some services or benefits provided or required to be
provided to you under the Franchise Agreement, temporarily or permanently, including those listed in
this Item 11. We may reinstate any of these services or benefits at any time and you must accept them.
If we limit any services or benefits as described in this paragraph, you still must pay all fees required
under the Franchise Agreement, including any fees associated with services or benefits we limit. You
have no right to a refund of any fees paid in advance for those services.
Primary Franchisee Member
We refer to your owners as “Franchisee Members”. You must designate a Franchisee Member with at
least a 20% ownership interest in you to be your Primary Franchisee Member. Your Primary Franchisee
Member must be a natural person; he or she is the person who we contact about the Franchise
Agreement and the Franchised Business. You must notify us if you designate another person as your
Primary Franchisee Member.
Advertising Programs for Franchised Businesses
You may use any advertising or promotional item, providing we approve it in advance. We have no
obligation to conduct advertising in any local, regional, or national media. We do not have a franchisee
advertising council that advises us on advertising policies. In addition to the required and suggested
amounts in Item 6, we strongly suggest you undertake a program of school and merchant visits to
generate inquiries in your Franchised Business.

We have created Advertising Cooperative Associations (each a “Cooperative”) and you must become a
member of a Cooperative and begin contributing when you open your Franchised Business. We
determine each Cooperative's membership. As of the date of this disclosure document, we base your
membership on the area of dominant influence (“ADI”) in which the Franchised Business is located. An
ADI is the geographic area surrounding a city in which the broadcasting stations based in that city
account for a greater share of the listening or viewing households than do broadcasting stations based
in other nearby cities. The Cooperative must operate in accordance with its bylaws. These bylaws are
available for your review from us. Cooperatives do not have to prepare annual or periodic financial
statements. You should contact your Cooperative for copies of its minutes and to determine its level of
activity and contributions, if any. We can change, dissolve, or merge any Cooperative. The amount you
must contribute to the Cooperative is determined by a majority vote of its members, except to the
extent provided otherwise by the applicable Cooperative’s bylaws.
We have created an advertising fund (the “Ad Fund”) to pay the expenses of promoting and enhancing
the value, general public recognition, and acceptance of the Marks. All franchisees must participate in
the Ad Fund and must contribute 2% of their Gross Revenue to it. Centers owned by our affiliates and
predecessor contribute to the Ad Fund on the same basis as franchisees, although not required to do so.
A separate corporation, Huntington Advertising Fund, Inc., administers the Ad Fund. Its bylaws are in
Exhibit K. It engages an independent accountant to audit the Ad Fund each year and makes its financial
statements available for review by franchisees. The Ad Fund does not have to spend any of its monies in
the geographic or market area in which the Franchised Business is located or in any manner
proportionate or equivalent to your contributions. We have used both an in‐house advertising
department and an outside advertising agency to create and place advertising. Huntington Advertising
Fund, Inc. may accumulate any monies in the Ad Fund that are not spent in the year in which they
accrue. We use a minimal amount of the Ad Fund's monies (less than one‐tenth of one percent) to
solicit new franchise sales.
During 2011, the Ad Fund spent 44% of its expenditures on media placement, 49.4% on production, and
6.6% on administrative expenses.
Advertising Programs for Franchised Businesses in New York Advertising Cooperative Association
If you are a new franchisee that must become a member in the New York Advertising Cooperative
Association (“NYACA”), then the Franchised Business’s NYACA Cooperative Advertising Fee (the “NYACA
Fee”) will be $3,000 per month during its first 8 months of operation; $4,500 per month during its next 8
months of operation; $6,000 per month during its next 8 months of operation; and, beginning with its
25th month of operation, the then‐standard NYACA Fee, which likely will be substantially greater than
$6,000 per month. In 2012, the NYACA Fee will be approximately $8,500 per month. Those who are
renewing their franchise or acquiring a franchise through transfer must pay the standard NYACA Fee
from when they first begin operation. See Item 6 for NYACA’s geographic description and Exhibit K for
its bylaws. We have, or our affiliate has, controlling voting power in NYACA. Except as described in this
paragraph, there is no limit on the NYACA Fee. The 2012 NYACA marketing plan consists of the
following:
• TV coverage and internet search engine marketing
In addition to NYACA contributions, we encourage additional direct mailings; print advertising in local
and regional newspapers and lifestyle magazines; local radio; and local advertising efforts, such as team

and club sponsorships, local merchant partnerships, school newspaper ads, and school and merchant
visits.
Computer Systems
Our LCOS software supports administrative functions at the Franchised Business, including collection of
information about inquirers and students, creation of individualized prescriptions for students,
scheduling of teachers and students, tracking of attendance and accounts receivable, and reporting on
multiple aspects of center operation for students in a variety of programs.
If you are opening a new Franchised Business or acquiring a Franchised Business not already equipped
with hardware and software meeting the minimum technology specifications described in the Operating
Manual, you must buy all required hardware and software from us and pay for it concurrently when you
sign the Franchise Agreement. As described more fully in the IT Startup Package Purchase Order in
Exhibit T, the required hardware consists of a PC, Laptop, Printer/Scanner/Copier/Fax, High‐Speed
LaserJet Printer, together with Firewall, Battery Backup, and Network Cables, initial equipment
consumables (e.g. toner) and warranties. Required software consists of Microsoft Office Professional
(Word, Excel, and Outlook), Virus and Spyware Protection, Accounting Application, Remote Connectivity
Application, and Sybase Licensing Fees (for all computers running our LCOS software). As of the date of
this Franchise Disclosure Document, we charge approximately $6,600 for the items you must buy from
us. This amount includes setup labor, shipping, and New Jersey tax. It will vary based on manufacturers’
pricing. We set up the equipment and software at our headquarters and ship it to you. You assemble it
at your site. You use the laptop computer during initial training. See the Training Programs section
below in this Item 11.
We configure the hardware and software as part of the startup package price and, for a seven‐day
period after you receive it, we provide free technical support for them. Subsequently, the manufacturer
provides technical support, except for our LCOS software, your Outlook connection to our email
(Exchange) server, and our other online applications. We support these items (our LCOS software,
Outlook, and our online applications) at no additional charge to you, aside from the Software
Maintenance Fee.
You must install and maintain an Internet connection fast enough to meet the standards described in
the Operating Manual (Franchise Agreement – Paragraphs 8, 11) We do not help you obtain your
internet connection. Typically, installation for internet connectivity, center wiring, and computer setup
costs $500 ‐ $2,000, but may be higher with more complex environments, such as adding optional
additional networked computers. The recommended networking plan for the Franchised Business is
found in the Operating Manual. If we cannot support our LCOS software or communicate with it using
an Internet connection, we may charge you our related material, support, handling, email, and
communication costs. If we cannot communicate with LCOS using an Internet connection, we may
terminate your use of it. (Franchise Agreement ‐ Paragraph 8)
We give you two email addresses, one for the Primary Franchise Member (typically you) and one for the
Franchised Business. When you use these email addresses, you use them with Microsoft Outlook for the
desktop and not with Outlook Express. You use these email addresses for all your business in connection
with the Franchised Business, including email communication between you and us, and your staff and
us. You may not use them for any other purpose. All email messages sent via any email address in
connection with the Franchised Business must use our required signature.

Typically, you obtain a maintenance contract to cover the annual cost of any optional maintenance,
updating, or support contracts. Typically, the annual hardware maintenance contract costs 20‐30% of
the purchase price. Typically, you should replace hardware and software every two‐three years.
Typically, hands‐on technical support from third parties to assist with computer network setup,
operating system, and software support costs about $110 per hour. After you install your hardware and
software, you should incur about 35 hours per year of such hourly technical support not covered by a
maintenance contract. Other than as described in this section, neither we nor any affiliate of ours or
third party have any obligation to provide ongoing maintenance, repairs, upgrades, or updates.
If we pay any amount for you to any vendor to install, maintain, or improve our LCOS software, you
must pay us this amount. You must pay us any fee we pay on your behalf, including any fee we pay on
your behalf to any provider of software, software‐related services or equipment, email services, or
computer‐related services or equipment. These amounts are non‐refundable and we may earn revenue
from them.
If we update our LCOS software, you must download and install the update within ten calendar days. If
we upgrade our software, computer, and hardware standards, you must buy and install these upgrades
(Franchise Agreement – Paragraphs 4, 8). There are no contractual limitations on the frequency or costs
of these upgrades.
We own and will have independent access to the information that will be generated or stored in your
computer system associated with our LCOS software, and there are no contractual limitations on our
right to access or use this information. To provide us with this access, you must maintain an internet
connection and permit replication functionality of our LCOS software solution to replicate LCOS data to
our computers.
Training Programs
We offer initial training and advanced training, which, in 2012, consists of regional meetings, local
trainings, and small group training. We conduct substantially all initial training at our Training Center,
which is located in our headquarters in Oradell, NJ, or in corporate Centers in the NYACA area. (See
Item 6 for NYACA’s geographical description.) We do not maintain physically separate offices or training
facilities for Huntington Learning Corporation or any other affiliate. Beverly Collins supervises the
training program and has been with Huntington since 1981. Ms. Collins length of experience in the field
has been over 20 years.
We will host our 2012 convention on October 17‐19, 2012 in Orlando, FL. See Item 6.
We conduct advanced training at locations throughout the country and occasionally at our Training
Center. In March 2012, we conducted four regional meetings, one each in Los Angeles, Chicago,
Baltimore, and Miami. We conduct local trainings three or four times per year on a seasonal basis. We
conduct each local training program in each of approximately five major cities. We conduct small group
training throughout the year either by conference call or in‐person at Centers in various locations. We
also offer online training; and you participate in it at your location.
In our initial training program, we employ volumes of written material, classroom and computer‐based
learning, on‐the‐job training, phone conferences, roll playing, online training, and verification with
respect to all materials. On‐the‐job training consists of performing or observing instructional and
management functions at one or more Centers in the NYACA area. You and your staff must be fluent in
reading, writing, and speaking English, since we conduct all training and operations in English. You

provide and use your own laptop computer in training. You must be able to use typical business
software applications, like Internet Explorer, QuickBooks, and Microsoft’s Word, Excel, Outlook, and
SharePoint, all of which we use in training and operations. You must become proficient in our
applications, including our LCOS software. If you are opening a new franchised business, you and your
Primary Franchisee Member and any Manager must attend our initial training program no later than 150
days after you sign the Franchise Agreement and before you open your Franchised Business. Your full‐
time staff members must attend our initial training within 90 days of hire. You may request a 30‐day
extension of this period. If you are assuming ownership of an existing franchised business, you and your
Primary Franchisee Member and any Manager must attend our initial training program no later than 90
days after you sign the Franchise Agreement.
Your training consists of our Franchisee Initial Training (“FIT”) program, which typically begins within
days or weeks after you become a franchisee and continues through approximately two months after
you open the Franchised Business. As described in the next table, FIT consists of 80 hours of classroom
training over 12 days in our Training Center, 40 hours of on‐the‐job training over four days at NYACA‐
area corporate Centers, and approximately 15 hours of online training. We call the 80 hours of
classroom training Huntington Initial Training Program 1 & 2.
Hours of Hours of Hours of Total
classroom on‐the‐job online hours of
Area instruction instruction training instruction
Curricula and Instruction 10 8 5 23
Management 5 1 5 11
Marketing 12 5 17
Operations 49 26 5 80
Staffing 4 4
Grand Total 80 40 15 135
We offer our Huntington Initial Training Program beginning on the following dates: 1/9/2012,
1/30/2012, 3/5/2012, 4/16/2012, 5/7/2012, 6/4/2012, 7/9/2012, 8/6/2012, 9/10/2012, 10/8/2012,
10/29/2012, and 12/3/2012.
Your full‐time staff has one of the following titles, Assistant Director, Managing Director, or Center
Director. Your full‐time staff may attend initial training at our Training Center. Only those who
complete our required training to our satisfaction may fill any of these positions. We can require you
and your staff to re‐attend our initial training, if you or they do not complete it to our satisfaction. We
can require you and your staff to attend any additional initial or subsequent training programs, as well
as any continuing or occasional training, meetings, workshops, and our convention. (Franchise
Agreement – Paragraph 7) Refer to Items 6, 8, and 9 for additional information about the topics
discussed in this Item 11.
We bear the cost of maintaining our Training Center, including the overhead cost of training, staff
salaries, materials, and technical training tools. You are responsible for your and your employees’ costs
of traveling, living, compensation, and other expenses in connection with all training and conventions.
We do not pay you or your staff any compensation during any training. When we conduct regional
meetings, we bear the costs of the meeting space. When we conduct local trainings and small group
training, the participating franchisees typically pay for any meeting space and related expenses.

We occasionally offer optional advanced training that is in addition to regional meetings, local trainings,
and small group training. We typically conduct it on a one‐on‐one or small group basis, usually at our
Training Center or in corporate Centers in the NYACA area. In these cases, we may charge you a fee to
cover our costs of providing this training and its related materials.
Your obligations regarding the topics discussed in this Item 11 are the same, whether you acquire a
Standard or an Expanded Franchise.
Item 12. Territory

You operate the Franchised Business at location within either an Exclusive Area or a Territory. If you do
not have a location when you sign the Franchise Agreement, you select your location and we approve it.
Exclusive Area: An “Exclusive Area” consists of a geographic area within a radius from your Approved
Location. You and we determine the Exclusive Area. Typically, it is a circular geographic area with radius
up to three miles around the Approved Location. Typically, we exclude metropolitan areas and low‐
income areas from it. The radius may be zero, if, for example, your Approved Location is in or near a
metropolitan area, a densely populated area, or a low‐income area, as we determine. We can not
reduce or eliminate your Exclusive Area, except upon renewal or Transfer.
Territory: A “Territory” is delineated by geographical areas or political or physical boundaries.
Previously, some franchisees were granted a Territory instead of an Exclusive Area. Although we no
longer grant Territories, we permit those with a Territory to renew or transfer it, if the renewing or
transferring franchisee signs a Territory Amendment. If you have a Territory, you must conduct all your
advertising solely in it or in media that claim circulation in it. “Media” includes, for example,
newspapers, magazines, television, radio, and direct mail. You may not visit any person or organization,
including schools, employers, and government agencies, located outside your Territory on behalf of your
Franchised Business, without our written consent.
Option for additional franchises: If you sign a Development Agreement, we grant you the development
rights to sign a certain number of additional franchise agreements according to a certain schedule (the
“Development Schedule”) to establish additional franchised businesses within a certain geographic area
(the “Development Area”). The Development Area typically has a ¼ to 2 mile radius. After you
establish these centers or your Development Agreement terminates, we may establish or license
franchised businesses in the Development Area. To exercise your Development Agreement option, you
must not be in receipt of an uncured default notice and each of your franchised businesses must have a
monthly average of $30,000 during the three months before you exercise it.
Minimum requirements: The continuation of the Exclusive Area’s or Territory’s territorial exclusivity
does not depend on achieving any sales volume, market penetration, or other contingency, except as
follows: Your Gross Revenue must be at least $300,000 during every 12‐month period after the fifth
anniversary of the Franchise Agreement date. If you are a transferee, your Gross Revenue must be at
least $300,000 during every 12‐month period after the first anniversary of the Franchise Agreement
date. If you are renewing a franchise agreement, your Gross Revenue must be at least $300,000 during
every 12‐month period after the Franchise Agreement date. If you do not meet this requirement, we
can terminate the Franchise Agreement.
The continuation of your right to sign a franchise agreement under the Development Agreement does

not depend on achieving any sales volume, market penetration, or other contingency, except as follows:
Each Huntington Learning Center® operating under any franchise agreement signed by you or your
affiliate must have obtained gross revenue of at least an average of $30,000 per month during the three
full months before signing any additional franchise agreement.
Relocation Policy: Our current relocation policy is as follows: You may relocate only within your
Exclusive Area. You may not relocate to within ¼ mile of your Exclusive Area’s boundary. If you have a
territory, you may relocate only within the territory’s population or geographic center, as we determine.
We can refuse the relocation, if (a) your relocation does not comply with our then‐current relocation
policy; (b) you wish to relocate within three years of a previous relocation, or (c) you are in material
default of an agreement with us. We may make exceptions to this policy from time to time.
Our rights outside your Exclusive Area: Outside your Exclusive Area or Territory, we and our franchisees
and affiliates can offer any products and services of any kind (including Huntington Services) under the
Marks or other marks; and establish other businesses and systems using marks for any products and
services, including Huntington Services, and grant licenses, without providing any rights to you. In
addition, we and our licensees can operate Centers or other businesses offering Huntington Services or
other products or services under the Marks or any other marks, at any location outside the Exclusive
Area or Territory, regardless of their proximity to your Franchised Business.
Restrictions on you for soliciting or accepting orders from customers outside your Exclusive Area: You
must service customers only at the Franchised Business’s premises. You may solicit and accept
customers from both inside and outside your Exclusive Area. You may not solicit customers from within
the territory of any other franchisee operating under our franchise agreement in which we granted a
territory (unless otherwise permitted by us in writing). If you sign a Territory Amendment, you may
solicit customers only from within your Territory.
Restrictions on us for soliciting or accepting orders from consumers inside the Exclusive Area: Neither
we nor our franchisees or affiliates will operate a Center within your Exclusive Area or Territory during
the term of the Franchise Agreement; and within the Development Area during the term of the
Development Agreement. We and our franchisees and affiliates may solicit and accept customers from
within your Exclusive Area (or Territory) and Development Area. We and franchisees and affiliates may
use other channels of distribution, like the Internet, telemarketing, or direct marketing sales, to make
sales within the Exclusive Area (or Territory) and Development Area using our Marks or other
trademarks and service marks. We pay no compensation for soliciting or accepting customers from
within the Exclusive Area (or Territory) or Development Area. We may acquire or affiliate with any
educational or other business, including one that offers products or services the same as or similar to
Huntington Services under the System or using the Marks or any other system or trademarks or service
marks.
Our other rights. We and our affiliates retain the rights, among others, in our and their sole and
absolute discretion:
(a) To establish or operate, and license others to establish or operate, businesses the same as, similar
to, or different from the Franchised Business offering Huntington Services or other products or
services under the Marks or any other trademarks or service marks, at any location outside the
Exclusive Area, notwithstanding that business' proximity to your Premises.

(b) Within and outside the Exclusive Area, and notwithstanding any other provision in the Franchise
Agreement, to market, sell, or distribute, and to license and contract with others to market, sell
and distribute, any educational products or services of any kind (including books; audio tapes;
video tapes; study aids; computer software and other software; testing materials; curricula;
eTutoring, Home Tutoring, School Services, and teaching, training, computerized instructional,
testing, instructional, tutoring, counseling, and guidance services) to any person, organization,
public or private entity, or governmental agency using the Marks or other trademarks or service
marks, through any channel of distribution, including through any computer service, email, the
Internet, or any computer, television, or other electronic device; bookstores or any other retail
outlets; direct marketing sales, mail order; or guidance centers;
(c) Within the Exclusive Area: (1) to offer, sell, and provide (and to contract with, or license, others to
offer, sell, and provide) any products and services of any kind (other than Huntington Services)
under the Marks or other trademarks or service marks; (2) to develop and establish other
businesses and systems using trademarks and service marks other than the Marks for any products
and services (other than Huntington Services); and (3) to grant licenses, without providing any
rights to you;
(d) Within and outside the Exclusive Area, and notwithstanding any other provision in the Franchise
Agreement, to acquire, merge with, or otherwise affiliate with, and thereafter own and operate,
and franchise or license others to own and operate, any educational business or other business of
any kind, including any business that offers products or services the same as or similar to
Huntington Services under the System or using the Marks or any other system or trademarks or
service marks; and
(e) Outside the Exclusive Area, to offer, sell, and provide (and to contract with, or license, others to
offer, sell, and provide) any products and services of any kind (including Huntington Services) under
the Marks or other trademarks or service marks; and to develop and establish other businesses and
systems using trademarks and service marks other than the Marks for any products and services,
including Huntington Services, and to grant licenses, without providing any rights to you.
You have no right to, and shall not, market or provide any tutorial, educational, instructional, or other
services, including any services that are the same as, or similar to, Huntington Services or School
Services, to any organization, public or private entity, or quasi‐governmental or governmental agency.
We and our affiliates have the right to market and provide any tutorial, educational, instructional, and
other services, including any services that are the same as, or similar to, Huntington Services or School
Services, to any organization, public or private entity, or quasi‐governmental or governmental agency at
any time and at any location, including at any location within the Exclusive Area and to grant such rights
to others, including our franchisees and affiliates.
As described in Item 1, we and our affiliates and our Huntington School Services franchisees provide
Huntington School Services from their business offices and have the right to use the Marks and other
trademarks and service marks in connection with those services at any location. You are not granted
any rights under this Franchise Disclosure Document or the Franchise Agreement to provide Huntington
School Services. Huntington School Services offered by Huntington School Services franchisees are

different from the Huntington Center Services described in this Franchise Disclosure Document.
Huntington Center Services franchises and School Services franchises each operate under the same
“Huntington Learning Center” mark, but will offer only Huntington Center Services or School Services,
respectively. Our principal business address for both franchise programs and the training facilities for
both programs will be the same. See also Item 1.
Item 13. Trademarks

We license you the use of the mark, Huntington Learning Center®, in operating a franchised business.
You may also use our other current or future Marks to operate the Franchised Business solely with our
written permission. We and our predecessors have registered the Marks described in this Item 13.
On August 27, 1985, the United States Patent and Trademark Office (“USPTO”) approved for registration
and registered on the Principal Register Huntington Learning Center® as a service mark, Registration No.
1,357,269, owned by Huntington Learning Corporation. On April 16, 1991, the USPTO accepted the
declaration for continued use and incontestability for this mark. This mark has been renewed.
On January 13, 1987, the USPTO approved for registration and registered on the
Principal Register the three leaf logo as a service mark, Registration No. 1,425,199,
owned by us. On January 6, 1993, the USPTO accepted the declaration for continued
use and incontestability for this mark. This mark has been renewed.
On June 13, 2006, the USPTO approved for registration and registered on the Principal
Register YOUR CHILD CAN LEARN® as a service mark, Registration No. 3,103,102, owned
by Huntington Learning Corporation. On March 22, 2012, the USPTO accepted the declaration of
continued use and incontestability for this mark. This registration is still valid.
On December 14, 2010, the USPTO approved for registration and registered on the Principal Register
Huntington Exam Prep® as a service mark, Registration No. 3,888,741, owned by Huntington Mark, LLC.
On August 29, 2006, the USPTO approved for registration and registered on the Principal Register
Huntington® as a service mark, Registration No. 3,134,873, owned by Huntington Mark, LLC.
On March 20 2012, the USPTO approved for registration and registered on the Principal Register YOUR
TUTORING SOLUTION® as a service mark, Registration No. 4,114,400, owned by Huntington Mark, LLC.
Huntington Mark, LLC ("Huntington Mark") owns the marks described above and the other marks you
will use in operating your Franchised Business. We use the marks under a license agreement with
Huntington Mark. The term of this agreement is indefinite, but it may be terminated by either party
without cause on 30 days' notice. In the event of termination, we must assign to Huntington Mark all of
our obligations under the franchise agreements.
As of the date of this Franchise Disclosure Document, there are no effective material determinations of
the patent and trademark office, trademark trial and appeal board, the trademark administrator of this
state or any court; nor is there any pending infringement, opposition, or cancellation proceeding; nor is
there any pending material litigation involving the principal trademarks. As of the date of this Franchise
Disclosure Document, no agreements in effect significantly limit our right to use or license the use of our
Marks in a manner material to you. We do not know of either superior prior rights or infringing uses
that could materially affect your use of our Marks in any state.

You must notify us of: any suspected infringements, imitations, or suspected unauthorized use of the
Marks, or any challenges to the validity, our ownership of, right to use and license others to use, or to
your use of, the Marks. We have the sole right to institute, defend, direct, and control any judicial,
arbitration, and administrative proceedings and actions involving the Marks, including any settlement.
We have the right, but not the obligation, to take action against uses by others that may constitute
infringement of the Marks. We have the right, but not the obligation, to defend you against any third‐
party claim, suit, or demand arising out of your use of the Marks; and, if we provide a defense, you will
be solely responsible for the cost of the defense, including the cost of any judgment or settlement. If we
undertake the defense or prosecution of any judicial, arbitration, or administrative proceedings or
actions affecting the Marks, you must cooperate with us in these proceedings or actions and you agree
to sign at your sole expense all documents and to do those acts and things as may, in the opinion of our
counsel, be necessary to comply with the Franchise Agreement, including being named as a nominal
party in these proceedings or actions. We will not indemnify you for any damages or expenses you incur
due to any judicial, arbitration, or administrative proceedings or actions involving the Marks. We will
not be liable for any loss, expense, or damage you incur because of your use of the Marks, except as
described in the Franchise Agreement. Under the Franchise Agreement, you irrevocably appoint us or
our nominee to be your attorney‐in‐fact coupled with an interest, with power of substitution, to sign
and to file for you any relevant document and to perform any legal act necessary to defend,
compromise, and settle in any judicial, arbitration, or administrative proceedings or actions affecting the
Marks. We have the right to file an original counterpart or a copy of the Franchise Agreement with any
court, arbitrator, or agency as written evidence of your appointment of us or our nominee to be your
attorney‐in‐fact with regard to this matter. Solely with our written consent, you may participate at your
own expense in any judicial, arbitration, or administrative proceedings or actions affecting the Marks.
We can modify, amend, or discontinue the Marks at any time, and can substitute different marks, for
use in identifying the System and franchised Huntington Learning Centers®. You must comply with this
modification amendment, discontinuance, or substitution at your cost and expense when we notify you,
and we will have no liability or obligation to you.
Item 14. Patents, Copyrights, and Proprietary Information

Huntington Mark or its affiliates obtained copyright registration for the following items on the indicated date:
Item Copyright number Registration Date
Student progress record TX0001613518 1985‐07‐11
HLC operating forms TX0001611474 1985‐07‐10
S.A.T. seminar booklet TX0001613579 1985‐07‐11
S.A.T. seminar booklet TX0001615241 1985‐07‐15
Huntington Learning Center® Web Site ‐ April 2008 VA0001679352 2009‐08‐05
Huntington Learning Center® Web Site ‐ November 2008 VA0001678186 2009‐08‐24
Huntington Mark claims a common law copyright for the Operating Manual, LCOS software, Call Center
Standards, Conference Service Standards, and for all advertisements, promotional materials, forms, and
reports for which it or its affiliate has not obtained copyright registration. Huntington Mark owns
exclusively all rights to these copyrighted works, even if you or your employees or agents develop them.
We or it can modify or discontinue using any copyrighted work or use additional or substitute

copyrighted works, and you must comply with our directions after receiving notice at your expense. We
have the right to use such works under the license agreement described in Item 13 above.
No patents or pending patent applications are material to the franchise.
If you know of any unauthorized disclosure or use of our proprietary information or trade secrets, you
must notify us and we can take any action we believe appropriate. You must notify us of any apparent
infringement of, or challenge to, your use of any copyrighted works, or of any person’s claim of any
rights in any copyrighted works; and you may not communicate with any person, other than us and our
and your attorneys, regarding any challenge, infringement, or claim. We may take any action we choose
and control any litigation or administrative proceeding from any challenge, infringement, or claim
concerning any copyrighted work. You must assist us in protecting and maintaining our interests in the
copyrighted works in any litigation or proceeding.
Manuals
We have the following manuals: the Operating Manual, Call Center Standards, and Conference
Standards. They include the descriptions of marketing techniques, operational procedures, business
practices, and management methods for our System, Call Center, and Conference Services, respectively.
Their purpose is to protect our reputation and goodwill and to maintain uniform standards under the
Marks, System, Call Center, and Conference Services. They contain confidential business information
and trade secrets that belong to us or our affiliate. We or our affiliate own them and all rights, including
proprietary rights, in, and to, them and their information. Any copies and summaries of them are, and
always will remain, our or our affiliate’s property. You must always treat them and their information as
confidential. You must use all reasonable efforts to maintain their information as secret and
confidential.
Confidential Information
Under the Franchise Agreement, Call Center License Agreement, and Conference Service License
Agreement, you may use the Operating Manual, Call Center Standards, and Conference Standards,
respectively. The Operating Manual, Call Center Standards, and Conference Standards are our or our
affiliate’s property and contain confidential information. See Item 11.
You will receive certain valuable information about the System and your Franchised Business, including
its development and operation. This information includes marketing techniques, operational
procedures, business practices, and management methods not generally known, all of which is valuable
information and are trade secrets.
You may divulge confidential information to your employees who must have access to it to operate your
Franchised Business. You must not communicate, divulge, or use for anyone else’s benefit any
confidential information about the Operating Manual, Call Center Standards, Conference Standards, and
the Franchised Business’s operation. All information, knowledge, know‐how, techniques, and other data
that we designate as confidential will be confidential for purposes of the Franchise Agreement. If you
learn of any unauthorized disclosure or use of the Operating Manual, Call Center Standards, Conference
Standards, or any of our confidential information or trade secrets, you must notify us in writing, and we
will have the right to take all actions we deem appropriate.

Item 15. Obligation to Participate in the Actual Operation of the Franchise Business
You must use your best and continuing efforts to promote and develop Huntington Services at the
Franchised Business. You or your Primary Franchisee Member must devote your or his full time and best
efforts to operate and manage the Franchised Business. You, your Primary Franchisee Member, or your
manager must exercise full‐time, on‐premises supervision of the Franchised Business during all
operating hours. If you have not previously operated or managed a Center, you may appoint a manager
only after the Franchised Business has been operating for at least 12 months. Your manager must
complete our initial training program to our satisfaction within 90 days after his hire. Other than
completing this initial training program, there are no limitations on whom you can hire as a manager.
Your manager and your spouse, the Franchisee Members and their spouses, the spouses of guarantors,
and all employees having access to any of our confidential information must sign a Confidentiality and
Non‐competition Agreement, which requires them not to disclose confidential information and not to
compete during employment and for 2 years after termination. It is an exhibit to the Franchise
Agreement.
Item 16. Restrictions on What the Franchisee May Sell

You must sell all services we specify in the Operating Manual or in writing, and no other services or
products. You must stop selling any services or products that we may disapprove. You must not use the
Franchised Business for any other business. You must not sell any services other than at the Franchised
Business, including through any computer service or the Internet. You must adhere to all standards,
policies, and procedures, as required in the Franchise Agreement, the Operating Manual, and by us in
writing.
You must meet our standards for the services and products you use at the Franchised Business as we
specify in the Operating Manual or in writing. You must buy all products and supplies from vendors we
specify in the Operating Manual or in writing or from vendors that comply with our standards.
We may change the System at any time by written notice to you. If we do, you must comply with the
System as we have changed it. See Items 8, 9, and 12.
Under the Franchise Agreement, you may not apply, or obtain approval, to provide educational services
in connection with any local, state, or federal government program, including the No Child Left Behind
Act of 2001, as amended.
Hours of operation: We specify the hours you must keep the Franchised Business open. As of the date
of this Franchise Disclosure Document and subject to local law, your hours of operation are: Monday‐
Thursday, 9:30 a.m. to 8:30 p.m.; Friday, 9:30 a.m. to 7 p.m.; Saturday 9 a.m. to 3 p.m.; and, optionally,
Sunday 9 a.m. to 3 p.m. Franchised Businesses with high enrollment should extend these hours.
Item 17. Renewal, Termination, Transfer, and Dispute Resolution

This table lists important provisions of the franchise and related agreements. You should read these
provisions in the agreements attached to this FDD.

THE FRANCHISE RELATIONSHIP

Franchise Agreement
Provision Section Summary
in
agree‐
ment
a Length of the 3 Term is 10 years, unless you assume an existing franchise, in which case the term
franchise term is for its unexpired term.
b Renewal or 3 If you comply with the required conditions, you may renew for unlimited 10‐year
extension of terms.
the term
c Requirements 3 Between 180 and 240 days before the end of the initial term, you must give us a
for the notice of your intent to renew. You must not have received four or more notices
franchisee to of a material default (whether cured or not). Upon your receipt of a fourth
renew or notice of a default, you will have waived your right to renew. You must have
extend timely satisfied all monetary obligations to us and our affiliates. You and your
staff must have completed training required for then‐current franchisees. You
must have upgraded your Franchised Business to our then‐current standards.
You must sign the Renewal Agreement and pay us a non‐refundable Renewal
Franchise Fee. You must comply with our requirements for insurance, location
lease, computers, computer software, etc. You must have a lease for the first 36
months of the renewal term. Your Gross Revenue must be at least $300,000 for
the 12 months before the Renewal Notice Deadline and for each 12‐month
period following the fifth anniversary of the Franchise Agreement date; however,
if you are a transferee, this requirement will apply after the first anniversary of
the Franchise Agreement date; and, if you are renewing, this requirement will
apply as of the Franchise Agreement date. You and each of your guarantors and
Franchisee Members must sign the then‐current general release when you give
your notice of intent to renew, and when you sign the Renewal Agreement, to
the extent not prohibited by applicable law. The release will not apply to any
liability under the Maryland Franchise Registration and Disclosure Law.
d Termination by None You do not waive any rights available to you, if we breach the Franchise
franchisee Agreement.
e Termination by None
franchisor
without cause
f Termination by 15 We may terminate only if you are in default.
franchisor with
cause
g "Cause" 15 Defaults that may be cured include the following: You fail to comply with any
defined – material term or condition of the Franchise Agreement, as supplemented by the
curable Operating Manual; you fail to submit any required financial, operating, or
defaults informational statement; you fail to pay when due any amount after 10 days
written notice to pay it; you submit any information to us, any governmental
authority, or any financial institution that contains any materially inaccurate,


Franchise Agreement
in
agree‐
ment
incomplete, or misleading statement, or omits any material fact needed to make
the submission not misleading; you fail to comply with any applicable law or
regulation after notice and any permitted opportunity to comply; you fail to
locate an Approved Location or open the Franchised Business within the required
time limits; you fail to maintain an Approved Location that meets our standards;
you fail to sell any Huntington Service after 5 days written notice; you sell any
product or service that is not part of our System; you fail to become accredited.
Others are listed in the agreement.
h "Cause" 15 You fail to complete successfully the initial training program; any non‐approved
defined – non‐ Transfer; disclosure any of our trade secrets; violation any of the non‐compete
curable covenants; you do not keep your Franchised Business open for operation for 5
defaults consecutive business days; you lose possession of your Premises; you lose the
right to do business in your jurisdiction; you become insolvent or make a general
assignment for the benefit of creditors; unappealed conviction of an indictable
offense punishable by a term of imprisonment of one year or more; or
misconduct relevant to the operation of your Franchised Business; or misconduct
that impairs the goodwill associated with the Marks; or of any civil activity,
criminal activity, or misconduct involving any person under the age of 19; you
maintain false books or records; you misuse the Marks; you receive three or
more similar defaults in 12 months; you receive four or more similar defaults;
you relocate without permission; your Gross Revenue is less than $300,000
during any 12‐month period after the fifth anniversary date of the Agreement
Date. Termination upon your bankruptcy may not be enforceable under federal
bankruptcy law (11 U.S.C. Section 101 et seq.).
i Franchisee’s 16 Your rights to use the Marks, System, LCOS, and Phone Number terminate. At
obligations on your expense, you must: stop operating the Franchised Business and using LCOS
termination/ and Phone Number; not represent yourself as a Huntington Learning Center®;
non‐renewal pay all sums due; stop using any advertised phone numbers; stop using any Web
Site; stop using any electronic address used by you in connection with the
Franchised Business; notify customers that you no longer operate a Huntington
Learning Center®; remove all signs that the Premises was a Huntington Learning
Center®; tell your landlord that the Franchise Agreement has expired; submit all
required reports; assign any student contracts we request; cancel any assumed
name registration with "Huntington"; give us a list of your customers with related
information; refund any monies due your customers; change the Premises to
distinguish it from its appearance as a Huntington Learning Center®; not use or
disclose any trade secret, operating instruction, or business practice or anything
in the Operating Manual; return the Operating Manual; give us a copy of all LCOS
data; comply with all provisions of the Franchise Agreement that survive its


Franchise Agreement
in
agree‐
ment
termination, including non‐compete covenants; assign your lease; transfer phone
numbers; transfer email; transfer utilities. Time is of the essence. If termination
is due to your default, you must pay us a lump sum for breaching it and all
related damages and costs.
j Assignment of 14 We can transfer, assign, or sell, by agreement or by law, directly, indirectly, or
contract by contingently, the Franchise Agreement and any right and obligation under it.
franchisor
k "Transfer" by 1 Transfer means the direct, indirect, or contingent sale, assignment, transfer,
franchisee – conveyance, gift, pledge, mortgage or other encumbrance (whether by or among
defined any of your Franchisee Members or others and whether by agreement or by law)
of any interest in you, the Franchise Agreement, any asset of your Franchised
Business, any share of stock in a corporate franchisee, any membership interest
in a limited liability company franchisee, or any partnership interest in a
partnership franchisee.
l Franchisor 14 We have the right to approve all Transfers. No transfer may be made to (a) a
approval of trust; or (b) any person who is or was within one year before the effective date
transfer by of the proposed Transfer, employed by us or any of our affiliates.
franchisee
m Conditions for 14 You give us written notice at least 30 days before any proposed Transfer, with
approval of name and address of transferee, price, terms, and copy of proposed sales
transfer contract. The consideration, terms, or conditions must not be excessive or
unreasonable; payment of the Transfer Fee. The proposed transferee must be
approved as a franchisee under our standards requirements for financial
condition, character, managerial commitment, and other conditions we apply to
new franchisees. The transferee must: complete or agree to complete our
training; assume your obligations under the Franchise Agreement; sign our then‐
current franchise agreement (its term is the unexpired term of your Franchise
Agreement); pay us an initial franchise fee of $17,000. You must not be in default
and all your money and other obligations must be satisfied by the Transfer. Your
Franchised Business must comply with our standards. You must indemnify us
against any related claim. You, the transferee, and we sign our consent to
transfer agreement. You and each of your Franchisee Members and guarantors
sign our general release, to the extent not prohibited by law. This release will
not apply to any liability under the Maryland Franchise Registration and
Disclosure Law. If the proposed assignment is to a company formed for
ownership convenience, the transferee company must perform under the
Franchise Agreement, and must not be in any business other than operation of
your Franchised Business. You must pay us a Transfer Fee, our related costs, and
any related broker fees.


Franchise Agreement
in
agree‐
ment
n Franchisor's 14 We have the option to buy the seller's interest on the same terms and conditions
right of first offered by the offeror and you must indemnify us against any related claim. If
refusal to may not reasonably be required to furnish the same consideration, then we may
acquire buy the interest for cash.
franchisee’s
business
o Franchisor's None
option to
purchase
franchisee’s
business
p Death or 14 Upon the incapacity of any person with an interest in the Franchise Agreement,
disability of in you, or in all or substantially all of the assets of your Franchise Business, the
franchisee executor, administrator, or representative of that person must promptly notify
us, and must Transfer that interest to a third party approved by us within the
lesser of (a) the end of the term of the Franchise Agreement, or (b) 240 days
after the incapacity. For all these Transfers, you must pay us a non‐refundable
Transfer Fee of $1,000, plus our costs and expenses associated with the Transfer,
including legal and accounting fees.
q Non‐ 17 You must not divert any Huntington Learning Center® business or customer;
competition perform any act injurious to our goodwill; employ anyone employed by us or
covenants other franchisees; or own or assist any business the same as or similar to a
during the Huntington Learning Center®.
term of the
franchise
r Non‐ 17 For 2 years, you must not divert any Huntington Learning Center® business or
competition customer; perform any act injurious to our goodwill; employ anyone employed
covenants by us or other franchisees; or own or assist any business the same as or similar to
after the a Huntington Learning Center® located within: (a) your premises, (b) your
franchise is Exclusive Area, (c) a radius of 25 miles from your Exclusive Area, (d) a radius of 25
terminated or miles from your Approved Location, or (e) a radius of 25 miles from any
expires Huntington Learning Center® existing on the date this business commences
operations.
s Modification of 23 Except for those specifically permitted to be made unilaterally by us or you under
the agreement the Franchise Agreement, no amendment, change, or variance from the
Franchise Agreement will be binding on either party, unless mutually agreed to
by the parties and signed by their authorized officers or agents in writing.
t Integration/ 23 The Franchise Agreement and all its exhibits constitute the entire agreement
Merger clause between you and us with reference to its subject matter. The Franchise


Franchise Agreement
in
agree‐
ment
Agreement supersedes all prior and contemporaneous negotiations,
understandings, representations, and agreements, oral or written, about its
subject matter. Our obligations to you will be confined exclusively to the
Franchise Agreement. Nothing in the Franchise Agreement is intended to
disclaim the representations in this franchise disclosure document.
u Dispute None
resolution by
arbitration or
mediation
v Choice of 24 Subject to the law in your state, any action, whether or not arising out of, or
forum relating to, the Franchise Agreement brought by you or any Franchisee Member
against us must be brought, and any action brought by us against you may be
brought, in the judicial district in which we have, at the time of commencement
of this action, our principal place of business.
w Choice of law 24 Subject to the law in your state, the Franchise Agreement will be interpreted and
construed in accordance with the laws of the state of Delaware, except for that
state’s conflict‐of‐law rules. If you are located outside of the state of New Jersey,
the New Jersey Franchise Practices Act will not apply to this Agreement.

Provision Section in Summary
agreement
a Length of the franchise term 5 Term expires on the earlier of the date set forth in the
Development Agreement or the date you satisfy the
development obligations.
b Renewal or extension of the None
term
c Requirements for the None
franchisee to renew or
extend
d Termination by franchisee None
e Termination by franchisor None
without cause
f Termination by franchisor 8 We can terminate if you default.
with cause
g "Cause" defined – curable None


agreement
defaults
h "Cause" defined – non‐ 8 Any breach of any term of the Development Agreement. Any
curable defaults non‐curable breach of the Franchise Agreement.
i Franchisee’s obligations on 8 You will have no right to establish or operate any Huntington
termination/ Learning Center® for which a franchise agreement has not
non‐renewal been signed.
j Assignment of contract by 7 No restriction on our right to assign.
franchisor
k "Transfer" by franchisee – 1 Includes Transfer of agreement and ownership change.
defined
l Franchisor approval of 7 You may not Transfer, except in the case of death or
transfer by franchisee incapacity.
m Conditions for approval of 7 See line p below.
transfer
n Franchisor's right of first None
refusal to acquire
franchisee’s business
o Franchisor's option to None
purchase franchisee’s
business
p Death or disability of 7 In the case of death or incapacity, you must Transfer the
franchisee decedent's interest to another party approved by us and who
meets our then‐current conditions and qualifications for our
franchisees within 90 days.
q Non‐competition covenants None
during the term of the
franchise
r Non‐competition covenants None
after the franchise is
terminated or expires
s Modification of the 10 No amendment, change, or variance will be binding on either
agreement party, unless mutually agreed to by the parties and signed by
their authorized officers or agents in writing.
t Integration/ 10 The Development Agreement and all its exhibits constitute the
Merger clause entire agreement between you and us with reference to its
subject matter. The Development Agreement supersedes all
prior and contemporaneous negotiations, understandings,
representations, and agreements, oral or written, about the
Agreement's subject matter. Our obligations to you are
confined exclusively to the Development Agreement. Any right


agreement
granted to you by us as to the subject matter of the
Development Agreement is described solely in, and limited to,
the Development Agreement. Nothing in the Development
Agreement is intended to disclaim the representations in this
franchise disclosure document.
u Dispute resolution by None
arbitration or mediation
v Choice of forum 10 Subject to the law in your state, any action brought by you
against us must be brought in the judicial district in which we
have, at the time of commencement of this action, our
principal place of business.
w Choice of law 10 Subject to the law in your state, the Development Agreement
will be interpreted and construed in accordance with the laws
of the state of Delaware, except for that state’s conflict‐of‐law
rules. If you are located outside of the state of New Jersey, the
New Jersey Franchise Practices Act will not apply to this
Agreement.

Conference Services License Agreement
agreement
a Length of the franchise term 2 Same term as the Franchise Agreement.
term
extend
d Termination by franchisee 2 Can terminate on 10 days written notice.
e Termination by franchisor 2 Can terminate on 10 days written notice; terminates upon
without cause termination or expiration of the Franchise Agreement for any
reason.
f Termination by franchisor 8 We can terminate for cause on 10 days written notice.
with cause
defaults
h "Cause" defined – non‐ None
curable defaults
i Franchisee’s obligations on 8 Stop using the license granted and pay outstanding fees to us.


agreement
termination/
non‐renewal
j Assignment of contract by 6 No restrictions on our right to assign.
franchisor
k "Transfer" by franchisee – 6 Includes Transfer of contract or assets or ownership change.
defined
l Franchisor approval of None
transfer by franchisee
m Conditions for approval of None
transfer
refusal to acquire
business
p Death or disability of None
franchisee
franchise
s Modification of the 3, 25 No modifications generally.
agreement
t Integration/ 27 Only the terms of the Conference Service License Agreement
Merger clause are binding (subject to state law). Any other promises may not
be enforceable. Nothing in the Conference Service License
Agreement is intended to disclaim the representations in this
franchise disclosure document.


agreement
w Choice of law 10 Subject to the law in your state, the Conference Service License
Agreement will be interpreted and construed in accordance
with the laws of the state of Delaware, except for that state’s
conflict‐of‐law rules.

Call Center License Agreement
agreement
a Length of the franchise term 2 Same term as the Franchise Agreement.
term
extend
d Termination by franchisee 2 Can terminate on 10 days written notice.
e Termination by franchisor 2 Can terminate on 10 days written notice; terminates upon
without cause termination or expiration of the Franchise Agreement for any
reason.
f Termination by franchisor 10 We can terminate for cause on 10 days written notice.
with cause
defaults
curable defaults
i Franchisee’s obligations on 10 Stop using the license granted and pay outstanding fees to us.
termination/
non‐renewal
j Assignment of contract by 6 No restrictions on our right to assign.
franchisor
k "Transfer" by franchisee – 6 Includes Transfer of contract or assets or ownership change.
defined
transfer
refusal to acquire


Call Center License Agreement
agreement
business
franchisee
franchise
s Modification of the 27 No modifications generally.
agreement
t Integration/ 28 Only the terms of the Call Center License Agreement are
Merger clause binding (subject to state law). Any other promises may not be
enforceable. Nothing in the Call Center License Agreement is
intended to disclaim the representations in this franchise
disclosure document.
w Choice of law 12 Subject to the law in your state, the Call Center License
Agreement will be interpreted and construed in accordance
with the laws of the state of Delaware, except for that state’s
conflict‐of‐law rules.

Turn Key Agreement
agreement
a Length of the franchise term 2 Term expires upon the earlier of completion of construction, or
expiration or termination of the Franchise Agreement
term
extend


Turn Key Agreement
agreement
d Termination by franchisee None
e Termination by franchisor None
without cause
f Termination by franchisor 12 We can terminate for cause on 10 days written notice
with cause
defaults
curable defaults
i Franchisee’s obligations on 12 Pay all outstanding fees to us.
termination/
non‐renewal
j Assignment of contract by 10 No restrictions on our right to transfer.
franchisor
k "Transfer" by franchisee – 10 Includes transfer of contract or assets or ownership change
defined
transfer
refusal to acquire
business
franchisee
franchise
s Modification of the 28 No modifications generally.
agreement
t Integration/ 28 Only the terms of the Turn Key Agreement are binding (subject
Merger clause to state law). Any other promises may not be enforceable.


Turn Key Agreement
agreement
have, at the time of commencement of the action, our
w Choice of law 14 Subject to your state’s law, the Turn Key Agreement will be
interpreted and construed in accordance with the laws of the
state of Delaware, except for that state’s conflict‐of‐law rules.
Item 18. Public Figures

We do not use any public figure to promote our franchise.
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 or corporate‐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.
This Item 19 presents 2011 financial performance about franchised and corporate‐owned Huntington
Learning Centers®.
Franchise Centers. In 2011, the average annual sales of the 234 franchised Centers in operation for the
entire year were $417,393. Of these, 98 or 42% achieved sales greater than the average.
Corporate‐owned Centers. In 2011, the average annual sales of the 30 corporate‐owned Centers in
operation for the entire year were $913,450. Of these, 13 or 43% achieved sales greater than the
average.
CAUTIONARY NOTES: Not all Huntington Learning Centers® achieved these average sales. There is no
assurance you will do as well. If you rely upon our figures, you must accept the risk of not doing as well.
Sales likely will be lower for newer franchisees.
Your individual financial results may, and likely will, differ from the result stated above. Many factors
influence the revenue at a Huntington Learning Center®, including the way the manager operates the
business, the number of inquiries, conversion of these inquiries to enrolled students, program duration,
and tuition rates, as well as factors outside the business, like foot and car traffic, road structure, and
demographic factors, including the number of school‐age children located near the Center. Operation of
the Center may be affected by factors like the curriculum used in the schools attended by students in
the area, and the length of the school day and the length of the school year. The presence of direct and
indirect competitors, including other Huntington Learning Centers®, may affect your revenue. Factors

that determine expenses at a Center include debt service; the number of teachers and other staff hired
and their length of employment; the amount of compensation you pay yourself, as well as staff; and the
benefits offered. Other factors include premises rent and marketing expenditures. Many franchisees
spend substantially more on marketing than required under the Franchise Agreement. In addition, your
Advertising Cooperative Association can require money for cooperative advertising.
Franchised Centers differ from each other in many important ways, including their market area and
geographic location and the number of children and population contained thereabout and the economic
and financial circumstances of this population. Centers also differ from each other in their physical,
marketing, employee, and manager's characteristics and in many other factors that may or may not exist
or be similar to the factors that exist in any other location or geographic area or market area that you or
any prospective franchisee may consider. Actual sales, expenses, profits, and earnings vary from one
Center to another by significant amounts, and we cannot and do not estimate or forecast the sales,
expenses, profits, or earnings that you may achieve.
You should conduct an independent investigation of the costs and expenses you will incur in operating
the Franchised Business. Current franchisees and former franchisees listed in Exhibits M and N,
respectively, may be a source of this information. You should consult with financial, business and legal
advisors about this Item 19.
Written substantiation for the financial performance representation will be made available to the
prospective franchisee upon reasonable request.
We do not authorize anyone, including our officers or sales personnel, to furnish you with any oral or
written information about actual or potential sales, expenses, profits, or earnings of Huntington
Learning Centers®, other than the information in this Item 19.
If you receive any oral or written information about actual or potential sales, expenses, profits, or
earnings of Huntington Learning Centers®, other than the specific information contained in this Item
19, please notify the Chairman of Huntington Learning Centers, Inc. immediately in writing.
How we calculated average actual sales
Franchised and corporate‐owned Huntington Learning Centers® in operation all of 2011 reported the
gross revenues ("sales") in this item. We compiled the data for franchised Centers from the monthly
income statements our franchisees submitted to us, which they prepare according to a standardized
method described in the Operating Manual. We believe these statements are accurate as to sales,
because each franchisee must pay us Continuing Royalty and Advertising Fees that are calculated as a
percentage of sales. We have not audited nor in any other manner substantiated the truthfulness,
accuracy, or completeness of any information supplied by our franchisees. We compiled the data for
corporate‐owned Centers according to a standardized method described in the Operating Manual.
In 2011, Huntington Learning Corporation operated Centers in New Jersey, New York, and Connecticut.
The following table lists the states in which franchised Centers operated during 2011:
States in which Franchised Huntington Learning Centers® Were in Operation during all of 2011
AL IA MS OK
AR ID MT OR
AZ IL NC PA

States in which Franchised Huntington Learning Centers® Were in Operation during all of 2011
CA IN NE SC
CO KY NH TN
CT LA NJ TX
DC MA NM UT
DE MD NV VA
FL MI NY WA
GA MN OH WI
Expense Items on a Franchise Huntington Learning Centers® End‐of‐Year P&L Statement

The following table presents certain expense items listed on the End‐of‐Year Profit and Loss Statement
franchisees must submit to us. Your profit and loss statement may contain additional or different
expense items.
Expenses Listed on the End‐of‐Year P&L Statement that Franchisees Must Submit to Us
Gross payroll for franchisee, center director, assistant director
Other full‐time staff (like a regional director)
Gross payroll for part‐time teachers
Gross payroll for any other part‐time staff
Payroll taxes (Employer's portion of FICA, FUTA, etc.)
Advertising center services, including broadcast TV and radio, cable TV, daily and weekly newspaper,
magazine, direct mail, free standing insert, yellow pages, Internet, school programs, and marketing
Advertising payment to your Advertising Cooperative Association
Building, including rent, utilities, janitor, and maintenance
Repairs and maintenance of equipment
Supplies ‐ office and administrative
Call Center fees
Conference Services fees
Supplies ‐ educational
Professional fees (accounting, legal, etc.)
Telephone
Travel and entertainment
Continuing Royalty
Advertising Fee
Insurance (property, liability, health, etc.)
Depreciation and amortization
Debt service
Training (travel, food, lodging, etc.)
Employee benefits
Other expenses
Taxes, other than payroll
Item 20. Outlets and Franchisee Information

Table 20.1
System Wide Center Summary
For years 2009 to 2011
Col. 1 Col. 2 Col. 3 Col. 4 Col. 5
Centers at the Centers at the
Center Type Year Start of the Year End of the Year Net Change
Franchised Businesses 2009 336 294 ‐42
2010 294 250 ‐44
2011 250 232 ‐18
Company‐Owned Centers 2009 36 33 ‐3
2010 33 30 ‐3
2011 30 30 ‐0
Total Centers 2009 372 327 ‐45
2010 327 280 ‐47
2011 280 262 ‐18
Table 20.2
Transfer of Centers from Franchisees to New Owners
(other than the Franchisor)
Col. 1 Col. 2 Col. 3
State Year Number of Transfers
2009 1
2010 0
Arizona 2011 0
2009 0
2010 1
Arkansas 2011 0
2009 0
2010 0
California 2011 1
2009 1
2010 1
Colorado 2011 0
2009 5
2010 0
Florida 2011 0
Georgia 2009 0

Table 20.2
2010 0
2011 0
2009 2
Idaho 2010 0
2011 1
2009 1
2010 1
Illinois 2011 2
2009 1
2010 0
Iowa 2011 0
2009 0
2010 0
Kentucky 2011 1
2009 0
2010 2
Maryland 2011 0
2009 2
2010 0
Massachusetts 2011 0
2009 0
2010 0
Minnesota 2011 0
2009 0
2010 1
New Jersey 2011 0
2009 1
2010 1
North Carolina 2011 0
2009 1
2010 2
Ohio 2011 0
2009 0
2010 1
Oklahoma 2011 0
2009 1
2010 0
Oregon 2011 0

Table 20.2
2009 2
2010 0
Pennsylvania 2011 0
2009 1
2010 1
Texas 2011 2
2009 1
2010 1
Utah 2011 0
2009 1
2010 3
Virginia 2011 1
2009 0
2010 0
Washington 2011 0
2009 21
2010 15
Totals 2011 8
Table 20.3
Status of Franchised Outlets
Col. 1 Col. 2 Col. 3 Col. 4 Col. 5 Col. 6 Col. 7 Col. 8 Col. 9
Ceased
Centers Reacquired Operation – Centers at
at Start Centers Termi‐ Non‐ by Other End of
State Year of Year Opened nations renewals Franchisor Reasons Year
2009 2 0 0 0 0 0 2
2010 2 0 0 0 0 0 2
Alabama 2011 2 0 0 0 0 0 2
2009 7 1 3 0 0 0 5
2010 5 0 2 0 0 0 3
Arizona 2011 3 0 0 0 0 1 1
2009 2 0 0 0 0 0 2
2010 2 1 1 0 0 1 1
Arkansas 2011 1 0 0 0 0 0 1
California 2009 31 3 5 0 0 0 29

Table 20.3
Ceased
2010 29 1 6 0 0 5 19
2011 19 0 0 0 0 1 18
2009 7 0 0 0 0 0 7
2010 7 1 1 0 0 0 7
Colorado 2011 7 0 0 0 0 0 7
2009 2 1 0 0 0 0 3
2010 3 0 0 0 0 0 3
Connecticut 2011 3 0 0 0 0 1 2
2009 2 0 0 0 0 0 2
2010 2 0 0 0 0 0 2
Delaware 2011 2 0 0 0 0 0 2
2009 1 0 0 0 0 0 1
District of 2010 1 0 0 0 0 0 1
Columbia 2011 1 0 0 0 0 0 1
2009 43 0 17 0 0 0 26
2010 26 1 5 0 0 0 22
Florida 2011 22 1 0 1 0 1 21
2009 13 0 3 0 0 0 10
2010 10 0 1 0 0 2 7
Georgia 2011 7 0 0 0 0 3 4
2009 3 0 0 0 0 0 3
2010 3 0 0 0 0 0 3
Idaho 2011 3 0 0 0 0 1 2
2009 28 0 3 0 0 0 25
2010 25 1 2 0 0 2 22
Illinois 2011 22 0 0 0 0 2 20
2009 3 0 2 0 0 0 1
2010 1 0 0 0 0 0 1
Indiana 2011 1 0 0 0 0 0 1
2009 2 0 0 0 0 0 2
2010 2 0 0 0 0 0 2
Iowa 2011 2 0 0 0 0 0 2
2009 2 0 1 0 0 0 1
2010 1 0 1 0 0 0 0
Kansas 2011 0 0 0 0 0 0 0
Kentucky 2009 5 1 2 0 0 0 4

Table 20.3
Ceased
2010 4 0 0 0 0 0 4
2011 4 0 0 0 0 0 4
2009 2 0 0 0 0 0 2
2010 2 0 0 0 0 0 2
Louisiana 2011 2 0 0 0 0 0 2
2009 15 1 1 0 0 0 15
2010 15 2 3 0 0 0 14
Maryland 2011 14 0 0 0 0 0 14
2009 4 1 0 0 0 0 5
2010 5 0 2 0 0 0 3
Massachusetts 2011 3 0 0 0 0 0 3
2009 3 1 2 0 0 0 2
2010 2 0 1 0 0 0 1
Michigan 2011 1 0 0 0 0 0 1
2009 14 0 2 0 0 0 12
2010 12 0 0 0 0 0 12
Minnesota 2011 12 0 0 0 0 1 11
2009 2 0 0 1 0 0 1
2010 1 0 0 0 0 0 1
Mississippi 2011 1 0 0 0 0 0 1
2009 3 0 0 0 0 0 3
2010 3 0 1 0 0 2 0
Missouri 2011 0 0 0 0 0 0 0
2009 1 0 0 0 0 0 1
2010 1 0 0 0 0 0 1
Montana 2011 1 0 0 0 0 0 1
2009 3 0 1 0 0 0 2
2010 2 0 0 0 0 1 1
Nebraska 2011 1 1 0 0 0 0 2
2009 4 1 1 0 0 0 4
2010 4 0 0 0 0 0 4
Nevada 2011 4 0 0 0 0 0 4
2009 1 0 1 0 0 0 0
New 2010 0 1 0 0 0 0 1
Hampshire 2011 1 0 0 0 0 0 1
New Jersey 2009 6 0 0 0 0 0 6

Table 20.3
Ceased
2010 6 1 2 0 0 1 4
2011 4 0 0 0 0 1 3
2009 2 0 0 0 0 0 2
2010 2 0 0 0 0 0 2
New Mexico 2011 2 0 0 0 0 0 2
2009 9 0 0 0 0 0 9
2010 9 0 0 0 0 0 9
New York 2011 9 0 0 0 0 1 8
2009 11 0 1 0 0 0 10
2010 10 1 2 0 0 0 9
North Carolina 2011 9 0 0 0 0 1 8
2009 10 0 0 0 0 0 10
2010 10 3 2 0 0 0 11
Ohio 2011 11 0 0 0 0 0 11
2009 1 0 0 0 0 0 1
2010 1 1 1 0 0 0 1
Oklahoma 2011 1 1 0 0 0 0 2
2009 3 0 1 0 0 0 2
2010 2 0 0 0 0 0 2
Oregon 2011 2 0 0 0 0 0 2
2009 19 2 1 0 0 0 20
2010 20 1 0 0 0 1 20
Pennsylvania 2011 20 0 0 2 0 0 18
2009 1 0 1 0 0 0 0
2010 0 0 0 0 0 0 0
Rhode Island 2011 0 0 0 0 0 0 0
2009 4 0 3 0 0 0 1
2010 1 0 0 0 0 0 1
South Carolina 2011 1 0 0 0 0 0 1
2009 4 0 0 0 0 0 4
2010 4 0 1 0 0 0 3
Tennessee 2011 3 0 0 0 0 0 3
2009 26 1 4 1 0 0 22
2010 22 2 3 0 0 2 19
Texas 2011 19 0 0 0 0 1 18
Utah 2009 2 1 0 0 0 0 3

Table 20.3
Ceased
2010 3 1 1 0 0 1 2
2011 2 0 0 0 0 1 1
2009 22 2 1 0 0 0 23
2010 23 3 3 0 0 1 22
Virginia 2011 22 0 0 0 0 2 20
2009 3 0 0 0 0 0 3
2010 3 0 0 0 0 0 3
Washington 2011 3 0 0 0 0 0 3
2009 8 0 0 0 0 0 8
2010 8 1 4 0 0 2 3
Wisconsin 2011 3 1 0 0 0 0 4
2009 336 16 56 2 0 0 294
2010 294 22 45 0 0 21 250
Totals 2011 250 4 0 3 0 19 232
Table 20.4
Status of Company‐Owned Centers
Centers
Centers at Reacquired Centers Sold Centers at
the Start of Centers From Centers to End of the
State Year the Year Opened Franchisee Closed Franchisees Year
Arizona 2009 1 0 0 0 1 0
2010 0 0 0 0 0 0
2011 0 0 0 0 0 0
California 2009 1 0 0 1 0 0
2010 0 0 0 0 0 0
2011 0 0 0 0 0 0
Connecticut 2009 1 0 0 0 0 1
2010 1 0 0 0 0 1
2011 1 0 0 0 0 1
Kansas 2009 0 0 0 0 0 0
2010 0 0 0 0 0 0
2011 0 0 0 0 0 0
Massachusetts 2009 0 0 0 0 0 0

Table 20.4
Status of Company‐Owned Centers
Centers
Centers at Reacquired Centers Sold Centers at
the Start of Centers From Centers to End of the
State Year the Year Opened Franchisee Closed Franchisees Year
2010 0 0 0 0 0 0
2011 0 0 0 0 0 0
New Jersey 2009 17 0 0 0 0 17
2010 17 0 0 2 0 15
2011 15 0 0 0 0 15
New York 2009 16 0 0 1 0 15
2010 15 0 0 1 0 14
2011 14 0 0 0 0 14
Rhode Island 2009 0 0 0 0 0 0
2010 0 0 0 0 0 0
2011 0 0 0 0 0 0
Totals 2009 36 0 0 2 1 33
2010 33 0 0 3 0 30
2011 30 0 0 0 0 30
Table 20.5
Projected Openings as of December 31, 2011
Franchise Agreements Projected New Company‐
Signed but Center Not Projected New Franchised owned Center in Next
State Open Centers in Next Fiscal Year Fiscal Year
California 0 3 0
Connecticut 0 1 0
Florida 1 2 0
Georgia 0 1 0
Illinois 0 2 0
Indiana 0 1 0
Michigan 0 2 0
New Jersey 0 3 5
New York 0 3 0
North Carolina 0 2 0
Ohio 0 1 0
Pennsylvania 1 2 0
Tennessee 0 1 0
Texas 0 3 0
Virginia 1 2 0
Washington 0 1 0

Table 20.5
Projected Openings as of December 31, 2011
Franchise Agreements Projected New Company‐
Signed but Center Not Projected New Franchised owned Center in Next
State Open Centers in Next Fiscal Year Fiscal Year
Wisconsin 0 1 0
Total 3 30 5
Exhibit M lists the names of all current franchisees and the addresses and phone numbers of all their
Huntington Learning Centers®. Exhibit N lists the name, city, and state and current business phone
number (or, if unknown, the last known home telephone number) of every franchisee who has had a
Huntington Learning Center® terminated, canceled, not renewed, or who otherwise voluntarily or
involuntarily ceased to do business under the franchise agreement during the most recently completed
fiscal year or who has not communicated with us within 10 weeks of the issuance date of this franchise
disclosure document. In some instances, current and former franchisees sign provisions restricting their
ability to speak openly about their experience with the Huntington Learning Center® franchise system.
You may wish to speak with current and former franchisees, but be aware that not all such franchisees
will be able to communicate with you.
As described in Item 1 above, we have a separate franchise program for franchises to provide
Supplemental Educational Services under the No Child Left Behind Act of 2001. These franchises are
offered in a separate franchise disclosure document and are not offered in this Franchise Disclosure
Document.
Exhibit O lists those franchisees who have signed a Development Agreement with us granting rights to
franchise a future Huntington Learning Center®.
We formed a Franchisee Advisory Council to provide us with advice and counsel about the operation of
the Huntington System.
Item 21. Financial Statements

The following financial statements are in Exhibit L: Our audited balance sheet as of December 31, 2009,
2010, and 2011 and related statements of operations, shareholders' equity, and cash flow for the years
then ended.
Item 22. Contracts

Copies of contracts and other exhibits are attached to this Franchise Disclosure Document as exhibits:
Exhibit Contract
A Franchise Agreement
B Development Agreement
C Conference Service License Agreement
D Call Center License Agreement
E Territory Amendment

Exhibit Contract
F Promissory Note
G Security Agreement
H Franchise Disclosure Questionnaire
I General Release
J Turn Key Agreement
Item 23. Receipt
Two copies of an acknowledgment of your receipt of this Franchise Disclosure Document appear as
Exhibit V. Please sign them and return one copy to us and retain the other for your records.

EXHIBIT A TO THE FRANCHISE DISCLOSURE DOCUMENT
FRANCHISE AGREEMENT

HUNTINGTON LEARNING CENTERS, INC.

FRANCHISE AGREEMENT

HUNTINGTON LEARNING CENTERS, INC. FRANCHISE AGREEMENT Page i
TABLE OF CONTENTS
1. AGREED‐UPON AND DEFINED TERMS; ADDRESSES FOR NOTICES…………………………………………...1

2. GRANT………………………………………………………………………………………………………...7
3. RENEWAL……………………………………………………………………………………………………..7
4. PREMISES……………………………………………………………………………………………………..9
5. FRANCHISOR’S DUTIES………………………………………………………………………………………11
6. FEES………………………………………………………………………………………………………….12
7. TRAINING……………………………………………………………………………………………………14
8. FRANCHISEE'S DUTIES……………………………………………………………………………………….14
9. MARKS……………………………………………………………………………………………………....17
10. MANUAL, CONFIDENTIAL INFORMATION, AND COPYRIGHTS……………………………………………...20
11. ACCOUNTING AND RECORDS……………………………………………………………………………….21
12. ADVERTISING AND PROMOTION……………………………………………………………………………22
13. INSURANCE………………………………………………………………………………………………….27
14. TRANSFER OF INTEREST……………………………………………………………………………………..27
15. DEFAULT AND TERMINATION……………………………………………………………………………….31
16. OBLIGATIONS UPON TERMINATION OR EXPIRATION………………………………………………………36
17. COVENANTS…………………………………………………………………………………………………40
18. PERMITS, TAXES, AND INDEBTEDNESS……………………………………………………………………...42
19. INDEPENDENT CONTRACTOR AND INDEMNIFICATION…………………………………………………….43
20. APPROVALS AND WAIVERS…………………………………………………………………………………44
21. NOTICES……………………………………………………………………………………………………..46
22. ORGANIZATION OF FRANCHISEE……………………………………………………………………………46
23. ENTIRE AGREEMENT………………………………………………………………………………………...47
24. APPLICABLE LAW; FORUM; DISPUTE RESOLUTION…………………………………………………………47
25. SEVERABILITY AND CONSTRUCTION………………………………………………………………………...49
26. REPRESENTATIONS; ACKNOWLEDGMENTS…………………………………………………………………50
27. ACCEPTANCE AND AGREEMENT…………………………………………………………………………….56
EXHIBIT
A GUARANTEE AGREEMENT
B ADA CERTIFICATION
C CONFIDENTIALITY AND NON‐COMPETITION AGREEMENT
D AMENDMENT AGREEMENT FOR RESTRICTIONS ON TRANSFERS (FOR PARTNERSHIP OR LIMITED LIABILITY
COMPANY)
E STATUS FORM
F CONFESSION OF JUDGMENT
G FRANCHISEE MEMBERS
H COMMUNICATIONS ASSIGNMENT
I TERMINATION OF TRADE NAME REGISTRATION
J EXCLUSIVE AREA
K CONDITIONAL ASSIGNMENT OF LEASE AND LESSOR’S CONSENT AND AGREEMENT
L ACH AUTOMATIC WITHDRAWAL AUTHORIZATION

HUNTINGTON LEARNING CENTERS, INC. FRANCHISE AGREEMENT Page 1
This HUNTINGTON LEARNING CENTERS, INC. FRANCHISE AGREEMENT (the “Agreement”) is made and entered
into on
__________________________________________________________________________________________ (the
“Agreement Date”) between HUNTINGTON LEARNING CENTERS, INC. (“Franchisor”, “Huntington”, “we”, “us”,
and “our”), a corporation incorporated in Delaware and you, the Franchisee (in the following space, enter the
Franchisee’s name) _____________________________________________________________________________
a (in the following space, insert one of the following: individual(s), corporation, partnership, or limited liability
company) _____________________________________________________________________________________
with your principal office located at (in the following space, enter the Franchisee’s street address, town, and ZIP
Code ) _______________________________________________________________________________________
in the state of (in the following space, enter the Franchisee’s state of incorporation or residence, as applicable)
_____________________________________________________________________________________________.
“You” and “Franchisee” as used in this Agreement mean the individuals, corporation, partnership, or limited
liability company referred to as the Franchisee in this paragraph of this Agreement.
Except as otherwise provided in this Agreement, the term (the “Term”) of this Agreement begins on the
Agreement Date and ends on ____________________________________________ (the “Expiration Date”). If the
preceding space is blank, then the Expiration Date shall be 10 years after the Agreement Date.
Based upon the representations, warranties, and covenants in this Agreement and subject to this Agreement, you
and we agree as follows:
1 AGREED‐UPON AND DEFINED TERMS; ADDRESSES FOR NOTICES
1.1 Agreed‐upon Terms. You and we agree to the following:
1.1.1 Standard or Expanded Franchise. By initialing one of the boxes below, you and we agree
that: (a) the rights you acquire under this Agreement shall be designated as either a
Standard Franchise or Expanded Franchise; (b) you shall pay the indicated Initial Franchise
Fee and Software License Fee; (c) you shall pay Continuing Royalty at the indicated rate; (d)
you shall pay the indicated minimum Continuing Royalty amount; (e) you shall pay the
indicated Software Maintenance Fee; (f) your Premises shall contain the indicated minimum
square footage; and (g) your Franchise’s designation as Standard or Expanded shall survive
any renewal or transfer of this Agreement.
You initial one The

box below Franchisor
initials one
box below
Standard Franchise: You and we agree (a) your franchise is designated
a Standard Franchise; (b) you shall pay the Initial Franchise Fee of
$7,000, the Software License Fee of $1,500, Continuing Royalty at the
rate of 9.5%, minimum Continuing Royalty of $1,900 per month;
Software Maintenance Fee of $5,750 per year (subject to Paragraph 6.5
below); and (c) the interior of your Premises shall be at least 1,200
square feet.
Expanded Franchise: You and we agree (a) your franchise is

designated an Expanded Franchise; (b) you shall pay the Initial
Franchise Fee of $43,000, the Software License Fee of $14,000,
Continuing Royalty at the rate of 8%, and minimum Continuing
Royalty of $1,600 per month; Software Maintenance Fee of $4,250 per
year (subject to Paragraph 6.5 below); and (c) the interior of your
Premises shall be at least 1,600 square feet.
1.1.2 Approved Location. You shall establish and operate your Franchised Business, and use the

System and Marks solely in connection with your Franchised Business at the location set forth
in the following space. If blank, it is not yet secured. ______________________________.
1.1.3 Exclusive Area Name. The Exclusive Area’s name is ________________________________
and the Exclusive Area is identified in Exhibit J. We have the right to change its name from
time to time.
1.1.4 Franchisor Address for Notices and Principal Business Address. 496 Kinderkamack Road,
Oradell, New Jersey 07649
1.1.5 Your Address for Notices. This is the address at which you receive notice under the Franchise
Agreement. It shall not be a post office box. If blank, it is your Franchised Business’s address;
or, if not open, any address supplied in any application to become our franchisee.
1.1.6 Franchised Business Number. Calls received at the Phone Number are routed to the following
phone number located at your Franchised Business: _________________________________.
If blank, it is not currently available and you agree to give it to us when available.
1.1.7 Site Selection Area. If, as of the Agreement Date, you have not obtained an Approved
Location, you shall locate your Premises within the Site Selection Area. The Site Selection Area
shall be used only for selection of a Premises hereunder and grants you no territorial rights or
protection. The Site Selection Area is defined by the following geographic area or boundaries:
_____________________________________________________________________________
1.2 Defined Terms. You and we agree to the following defined terms:
1.2.1 Accrediting Body. “Accrediting Body” shall mean an accrediting body, as we describe in the
Manual or authorize in writing from time to time.
1.2.2 ACT. “ACT” refers to the ACT Assessment, a standardized college admissions test created by
ACT, Inc. ACT is a registered trademark of ACT, Inc.
1.2.3 Acts. “Acts” shall mean any acts, omissions, or failures to act of you or of your employees or
agents in connection with, or arising from, your Franchised Business; any acts, omissions,
failures to act, transmission of information, or failures to transmit information to, for, or on
behalf of, your customers, employees, agents, vendors, and others by you, your employees, or
your agents in connection with, or arising from, your Franchised Business; any acts, omissions,
or failures to act of you, your employees, or agents arising out of your possession, ownership, or
operation of your Franchised Business or its furniture, fixtures, or equipment; and the sale or
rendition of services, materials, goods, or products used or sold at, or from, your Franchised
Business.
1.2.4 ADA. “ADA” shall mean the Americans with Disability Act, as amended.
1.2.5 Advertising Fee. “Advertising Fee” shall mean the non‐refundable fee you must pay us monthly,
as described in Paragraph 12.2 below.
1.2.6 Advertising Fund. “Advertising Fund” shall mean a fund we created to pay the expenses of
promoting and enhancing the value, general public recognition, and acceptance of the Marks.
1.2.7 Affiliate. An “affiliate” shall mean an entity or person controlling, controlled by, or under
common control with, another entity or person.
1.2.8 Agreement Date. “Agreement Date” shall mean the date as set forth before this Paragraph 1.
1.2.9 Agreement. “Agreement” shall mean this franchise agreement between you and us.
1.2.10 Approved Location. “Approved Location” shall mean the location from where you shall operate
the Franchised Business; is subject to our approval; and is set forth in this Paragraph 1.

1.2.11 Association. “Association” shall mean a group we form composed of businesses operating
under the Marks operated by you, other franchisees, us, or our affiliates in a geographic area we
designate.
1.2.12 Conditional Assignment. “Conditional Assignment” shall mean our then‐current Conditional
Assignment of Lease and Lessor’s Consent and Agreement, the current version of which is
attached hereto in Exhibit K.
1.2.13 Continuing Royalty. “Continuing Royalty” shall mean the non‐refundable fee you shall pay us
each month computed at the rate identified in Paragraph 1.1.1 above and described in
Paragraph 6 below.
1.2.14 Cooperative Advertising Fee. “Cooperative Advertising Fee” shall mean a non‐refundable fee
imposed by an Association, as described in Paragraph 12.3 below.
1.2.15 Copyrighted Works. “Copyrighted Works” shall mean any copyrighted or copyrightable name,
item, material, book, software, or other thing that we or our affiliates own or may develop from
time to time and that we authorize you to use in the Franchised Business, which include the
Manual, forms, reports, certain advertising and promotional materials, books, posters, signs,
computer software, and any translation or paraphrasing of any of these items.
1.2.16 Cure Period. “Cure Period” shall mean the period of time, not less than 60 days, during which
we shall have the right to correct any default you allege under this Agreement, as set forth in a
written default notice provided to us under the terms of Paragraph 24.2 below.
1.2.17 Designated Account. “Designated Account” shall mean any account with a bank or financial
institution you use in connection with this Agreement or any other agreement between you and
us.
1.2.18 Discovery Conference. “Discovery Conference” shall mean a phone or Internet conversation we
organize with, or a presentation to prospective franchisees by, us or our existing franchisees.
1.2.19 Email Account. “Email Account” shall mean an email account we establish.
1.2.20 eProblem. “eProblem” shall mean any problem, malfunction, failure of operation or
transmission, or inappropriate operation of any duration and severity that may occur with the
Software and supporting utilities, our extranet site(s) or online application(s), any software we
recommend, or any computer system or program you use or any computer with which such
software or technology is, or may be, operating at any location, including your Franchised
Business. Such problem, malfunction, failure to operate, or inappropriate operation may be due
to any reason, including email, approved or unapproved application software, third party
software or other interaction, insufficient computer memory or other capacity‐related issues,
computer viruses and worms, computer and software infections and corruptions, security
threats, spyware, malware, scams, identity theft, user or administrator error, browser or
software hijacking, hacker access, malicious activity, computer and technology breakdowns,
power and communication line disruptions and failures, Internet and Internet access disruptions
and failures, Internet content disruptions and failures, date‐related problems, and attacks and
disruptions by intruders.
1.2.21 eTutoring. “eTutoring” shall mean any tutoring, homework help, test preparation, and other
academic assistance conducted by means of, or provided over, the Internet in any manner and
in any academic or other subject, including reading, phonics, study skills, mathematics, science,
and related areas; and such test preparation may be to prepare for any state examination or any
high school or college standardized entrance examination, including the SAT and ACT.
1.2.22 Exam Prep Service. “Exam Prep Service” shall mean tutoring provided in person to customers
physically attending your Premises to prepare for state examinations or any high school or
college standardized entrance examinations, including the SAT and ACT, or such other
standardized examinations as we may determine from time to time.
1.2.23 Exclusive Area. “Exclusive Area” shall mean that geographic area, if any, about or around your

Approved Location as you and we determine and that is set forth in this Paragraph 1. If any
portion of your Exclusive Area’s boundary can be interpreted in more than one way, then the
interpretation producing the smallest geographic area shall apply.
1.2.24 Executive Order. “Executive Order” shall mean Executive Order 13224, signed on September
23, 2001 (see http://www.state.gov/j/ct/rls/other/des/122570.htm).
1.2.25 Expanded Franchise. “Expanded Franchise” shall mean a Franchised Business that is located in
a Premises of 1,600 square feet or more and for which you shall pay an initial Franchise Fee of
$43,000, a Software License Fee of $14,000, Continuing Royalty at the rate of 8%, and minimum
Continuing Royalty of $1,600 per month.
1.2.26 Expiration Date. Except as otherwise provided in this Agreement, the term, “Expiration Date”,
shall mean the date on which the Term ends, as set forth before this Paragraph 1.
1.2.27 Franchised Business. “Franchised Business” shall mean the business of offering and providing
Huntington Services solely at the Premises.
1.2.28 Franchisee Council. “Franchisee Council” shall mean a group of persons we form, as described
in Paragraph 8.12 below.
1.2.29 Franchisee Entities. “Franchisee Entities” shall mean you, your Franchisee Members, and your
present and past affiliates, and your and their respective present and past directors, officers,
shareholders, members, partners, and guarantors, jointly and severally.
1.2.30 Franchisee Member. “Franchisee Member” shall mean each owner of any interest, directly or
indirectly, in the Franchisee.
1.2.31 Franchisee. “Franchisee” shall mean you, the individual(s) or Legal Entity, as set forth in the
opening paragraph of this Agreement.
1.2.32 Franchisor Entities. “Franchisor Entities” shall mean us and our present and past affiliates and
our and their respective present and past directors, officers, shareholders, employees, and
agents.
1.2.33 Franchisor. “Franchisor”, “Huntington”, “we”, “us”, and “our” shall mean Huntington Learning
Centers, Inc., as set forth in the opening paragraph of this Agreement.
1.2.34 Gross Revenue. “Gross Revenue” shall mean all received and accrued revenue, including cash,
cash equivalents, and credit, derived directly or indirectly from all business conducted with the
use of the Marks or System or upon, from, or with, your Franchised Business or Huntington
Services, whether evidenced by check, cash, credit, charge, exchange, or otherwise and whether
for services or products provided or to be provided. Gross Revenue shall not be offset by any
expense; however, Gross Revenue shall not include sales or similar tax that, by law, is
chargeable to customers (if such taxes are separately stated and charged to the customer, paid
by the customer, and paid to the appropriate taxing authority by you) or any documented
refund given to customers by you in good faith.
1.2.35 Guarantor. “Guarantor” shall mean each person who signs our then‐current Guarantee
Agreement, the current version of which is attached as Exhibit A to this Agreement.
1.2.36 Herein. The words “herein”, “hereof”, “hereby”, “hereto”, and “hereunder” refer to this
Agreement as a whole.
1.2.37 Home Tutoring. “Home Tutoring” shall mean any testing, tutoring, homework help, test
preparation, and other academic assistance that is (a) conducted in person in any manner at any
location outside your Premises, including a student’s, tutor’s, or other individual’s home or at a
public place, such as a library or coffee shop; and (b) is in any academic or other subject,
including reading, phonics, study skills, mathematics, science, or other subjects; or consists of
preparation for any state or standardized entrance examination, including the SAT and ACT.
1.2.38 Huntington Advertising Fund, Inc. “Huntington Advertising Fund, Inc.” shall mean Huntington
Advertising Fund, Inc., the entity that controls the manner in which the Advertising Fund monies

are expended.
1.2.39 Huntington Learning Center®. “Huntington Learning Center®” is a mark under which the
Franchised Business shall operate.
1.2.40 Huntington Services. “Huntington Services” shall mean those services and products described
in the Manual or that we authorize in writing from time to time that are provided in person to
customers physically attending your Premises and consist of Learning Center Services, Exam
Prep Services, and Subject Tutoring. Huntington Services do not include School Services,
eTutoring, and Home Tutoring.
1.2.41 Incapacity. “Incapacity” shall mean the death or physical or mental incapacity of any person
with an interest in this Agreement, in you, or in all or substantially all of the assets of your
business operated under this Agreement.
1.2.42 Include. The words “include,” “includes”, and “including” shall be deemed to be followed by
the words “without limitation”.
1.2.43 Initial Franchise Fee. “Initial Franchise Fee” shall mean the non‐refundable fee in the amount
set forth in Paragraph 1.1.1 above and described in Paragraph 6 below.
1.2.44 Learning Center Service. “Learning Center Service” shall mean tutoring in reading, phonics,
study skills, mathematics, and related areas provided in person to customers physically
attending your Premises.
1.2.45 Legal Entity. “Legal Entity” shall mean any corporation, partnership, limited liability company,
or limited liability partnership.
1.2.46 Local Media. “Local Media” shall mean advertising media that claim circulation in an area
(including a town, county, an area located in a ZIP Code, or other geographic area) in which the
Premises is located, and shall include direct mail, newspapers, magazines, the Internet, and
television, radio, and cable stations, as described in the Manual or we authorize in writing from
time to time.
1.2.47 Major Upgrade. “Major Upgrade” shall include structural changes, installation of new
equipment, remodeling, and decoration of the Premises.
1.2.48 Manager. “Manager” shall mean the individual primarily responsible for day‐to‐day
management of your Franchised Business.
1.2.49 Manual. “Manual” shall mean the written description of the System, and of mandatory
standards, specifications, policies, and procedures we impose, and relating to, the Marks and
System.
1.2.50 Marks. “Marks” are certain trade names, service marks, trademarks, logos, emblems, trade
dress, and indicia of origin, including the mark, “Huntington Learning Center®”, as are now
designated or as we may designate in writing from time to time for use in connection with the
System. The Marks identify the System.
1.2.51 Networking Media Site. “Networking Media Site” shall mean any account, page, or other
presence that you establish on a social or business networking media web site, such as
Facebook, Twitter, LinkedIn, and on‐line blogs and forums.
1.2.52 Phone Number Access Fee. “Phone Number Access Fee” shall mean the monthly, non‐
refundable fee you pay us for use of the Phone Number, as described in Paragraph 6 below.
1.2.53 Phone Number License Fee. “Phone Number License Fee” shall mean the initial fee you pay us
to license the Phone Number, as described in Paragraph 6 below.
1.2.54 Phone Number. “Phone Number” shall mean the telephone number, 800.226.5327, or such
other telephone number or numbers we describe in the Manual or authorize in writing from
time to time.
1.2.55 Premises. “Premises” shall mean the physical location from which you operate your Franchised

Business.
1.2.56 Primary Franchisee Member. “Primary Franchisee Member” shall mean a Franchisee Member
with at least a 20% ownership interest in you, as described in Paragraph 8.5 below. You identify
the Primary Franchise Member using our then‐current Franchisee Members form, the current
version of which is in Exhibit G.
1.2.57 Release. “Release” shall mean our then‐current general release by which each of the
Franchisee Entities releases each of the Franchisor Entities from all claims arising through the
date of the Release.
1.2.58 Renewal Agreement. “Renewal Agreement” shall mean our then‐current franchise agreement
and all additional agreements and exhibits we require at the time you renew the rights under
this Agreement, which will supersede this Agreement in all respects and the terms of which may
differ substantially from the terms of this Agreement, as described more fully in Paragraph 3.1
below.
1.2.59 Renewal Franchise Fee. “Renewal Franchise Fee” shall mean the non‐refundable fee in the
amount set forth in Paragraph 3.1 below.
1.2.60 Renewal Notice Deadline. “Renewal Notice Deadline” shall mean the date that is 180 days prior
to the Expiration Date.
1.2.61 Renewal Notice. “Renewal Notice” shall mean your written notice informing us of your decision
to exercise your renewal option according to Paragraph 3.1 below.
1.2.62 SAT. “SAT” refers to the SAT I, a standardized college admissions tests created by the College
Board, Inc. SAT is a registered trademark of the College Board.
1.2.63 School Services. “School Services” shall mean those educational services provided in person in
connection with any local, state, or federal government program, including the federal No Child
Left Behind Act of 2001, as amended.
1.2.64 Site Selection Area. “Site Selection Area” shall mean the geographic area or boundaries set
forth in this Paragraph 1 within which you shall locate your Premises, if, as of the Agreement
Date, you have not already obtained an Approved Location for your Premises.
1.2.65 Software Data. “Software Data” shall mean all data recorded using the Software, which
includes customer and school contact information, student testing and instructional
information, staff information, operational and bookkeeping records, and financial information.
1.2.66 Software License Fee. “Software License Fee” shall mean the initial fee you pay us to license
the Software, as described in Paragraph 6 below.
1.2.67 Software Maintenance Fee. “Software Maintenance Fee” shall mean the annual fee you pay us
for use of the Software, as described in Paragraph 6 below.
1.2.68 Software. “Software” shall mean the software you license from us under this Agreement.
1.2.69 Standard Franchise. “Standard Franchise” shall mean a Franchised Business that is located in a
Premises of 1,200 square feet or more and for which you shall pay an Initial Franchise Fee of
$7,000, a Software License Fee of $1,500, Continuing Royalty at the rate of 9.5%, and minimum
Continuing Royalty of $1,900 per month.
1.2.70 Subject Tutoring Services. “Subject Tutoring” or “Subject Tutoring Services” shall mean tutoring
provided in person to customers physically attending your Premises in the subjects of junior
high school, high school, and college math and science and such other subjects as we may
determine from time to time. Subject Tutoring does not include Learning Center Service or
Exam Prep Service.
1.2.71 System. “System” shall mean the instructional format and operating system designed to
provide uniform, high quality instruction in a personal and professional manner on which we
have expended time, effort, and money to develop. The System consists of uniform standards

and procedures for the marketing and operation of, and procedures, business practices, and
management methods for, a franchised business, which include use of the Marks and the offer
and sale of Huntington Services; preparation of customer and school contacts lists; student
testing and instructional materials; procedures for student administration; sales and marketing
materials, curricula and instructional materials; computer software; procedures for staff
recruitment and training; training for you and your full‐time or part‐time employees; standards
and specifications for inventory, supplies, equipment, furniture, and fixtures for your Franchised
Business; standards and specifications for the construction and decoration of your Franchised
Business; promotional materials; marketing and advertising techniques and materials; design
specifications; and accounting, business, and administrative systems (including accounting,
bookkeeping, payroll, cash control, and finance procedures and systems); all of which we may
change, improve, and further develop our sole and absolute discretion at any time and from
time to time.
1.2.72 Term. “Term” shall mean the term of this Agreement as set forth before this Paragraph 1.
1.2.73 Transfer Date. “Transfer Date” shall mean the effective date of the Transfer.
1.2.74 Transfer Fee. “Transfer Fee” shall mean the fee payable to us, as described in Paragraph 14
below.
1.2.75 Transfer. “Transfer” shall mean the direct, indirect, or contingent sale, assignment, transfer,
conveyance, gift, pledge, mortgage or other encumbrance (whether by or among any of your
Franchisee Members or others and whether by agreement or by law) of any interest in the
Franchisee, this Agreement, any asset of your Franchised Business, any share of stock in a
corporate Franchisee, any membership interest in a limited liability company Franchisee, or any
partnership interest in a partnership Franchisee.
1.2.76 Transferee. “Transferee” shall mean any person or entity to whom any Transfer is made under
this Agreement.
1.2.77 Web Site. “Web Site” shall mean a World Wide Web site that we have the right, but not the
obligation, to establish and maintain, as described in Paragraph 12.5 below. We shall resolve
any dispute about the Web Site, including any dispute about definition or interpretation, in our
sole discretion.
1.2.78 You. The term, “you”, shall mean the Franchisee, the individual(s) or Legal Entity referred to in
the opening paragraph of this Agreement.
2 GRANT
2.1 Franchise. Subject to the terms of this Agreement and solely during its Term, we grant to you, and you
accept, the limited right and obligation to establish and operate a Franchised Business at the Approved
Location; to use the System solely at your Franchised Business; to use the System and Marks solely as
described herein; and to market Huntington Services in any geographic area, except in the territory of
any other franchisee operating under a Huntington franchise agreement in which a territory has been
granted (unless otherwise permitted by us in writing), or as otherwise restricted herein. We will not
establish or operate, or license any other party to establish or operate, a Huntington Learning Center®
within the Exclusive Area during the Term.
2.2 Software. Subject to the terms of this Agreement and solely during its Term, we grant to you, and you
accept, the non‐exclusive, limited right and obligation to use the Software solely in connection with the
Franchised Business. We may license the Software to others upon the same or different terms from
time to time and at any location.
2.3 Phone Number. Subject to the terms of this Agreement and solely during its Term, we grant to you,
and you accept, the non‐exclusive limited right and obligation to use the Phone Number in connection
with the Franchised Business Number (identified in Paragraph 1.1.6 above). We may license the Phone
Number to others upon the same or different terms from time to time and at any location.
3 RENEWAL

3.1 Renewal. Subject to the conditions in this Paragraph 3.1, you will have the right to renew the franchise
rights granted under Paragraph 2.1 above for unlimited consecutive terms of 10 years each. You
acknowledge you may have to make substantial expenditures for the training, upgrading, and other
requirements related to your renewal. You agree to comply with each of the following material
conditions prior to your renewal and that your failure to comply with any of these requirements will
terminate your right to renew this Agreement:
3.1.1 No later than 180 days before the Expiration Date, but not more than 240 days before the
Expiration Date, you shall give us a Renewal Notice;
3.1.2 During the Term, you shall have satisfied fully all monetary and all other obligations to us and
our affiliates within the time periods we and our affiliates require; and you shall not have
received four or more notices of a material default under this Agreement (whether cured or
not) of any obligation in this Agreement, or any other agreement between you or any of your
affiliates and us or any of our affiliates. Without any further notice to you, upon your receipt
of a fourth notice of such default, you will have waived conclusively your right to renew this
Agreement under this Paragraph 3.1;
3.1.3 Before the Renewal Notice Deadline: (a) You and your staff shall have completed any initial
and ongoing training we are requiring for our then‐current franchisees, or you shall have made
arrangements to comply fully with such requirements within a time period and in a manner
satisfactory to us; (b) you shall have upgraded your Franchised Business to comply fully with
our then‐current standards and specifications, including standards for insurance, location,
location lease, signs, graphics, curriculum, furniture, fixtures, equipment (including Internet,
Internet connections, telecommunications equipment, computer equipment, audio and video
equipment, and related software), computer and other software, and leasehold
improvements, or you shall have made arrangements to comply fully with such standards and
specifications within a time period and in a manner satisfactory to us; and (c) you shall present
evidence satisfactory to us that you have the right to remain in possession of the Premises for
at least the first 36 months of the renewal term or shall obtain our approval of a new location
for the Franchised Business for the duration of the renewal term;
3.1.4 Before the Expiration Date, you pay us a non‐refundable Renewal Franchise Fee, plus our out‐
of‐pocket related costs, including all related attorneys’, accountants’, and consultants’ fees,
costs, and expenses. Notwithstanding whether this is an Expanded Franchise or a Standard
Franchise, the Renewal Franchise Fee shall be the greater of (a) $15,000 or (b) 35% of our
then‐current maximum, non‐discounted initial franchise fee being charged to new franchisees;
3.1.5 You and each of your Franchisee Members and Guarantors shall execute the Release when
you give us the Renewal Notice and when you execute the Renewal Agreement, to the extent
not prohibited by applicable law;
3.1.6 You shall have complied with the requirements of Paragraph 4.8 below regarding Gross
Revenue for each 12‐month period, including the 12 months immediately preceding the
Renewal Notice Deadline; and
3.1.7 Before the Expiration Date, you execute the Renewal Agreement, which shall supersede
completely this Agreement and may contain terms, obligations, continuing royalty, advertising
fee, and other fees, costs, and expenses that are significantly different from, in addition to, or
less favorable to you than, those in this Agreement, including no or a smaller exclusive area as
we determine. The Renewal Agreement shall not require payment of an initial franchise fee in
addition to the Renewal Franchise Fee. Your franchise’s designation as a Standard or an
Expanded Franchise survives renewal. If you renew as described in this Paragraph 3.1, we
shall execute the Renewal Agreement and, after the Expiration Date, shall deliver one fully‐
executed copy to you.
3.2 Non‐renewal. If, for any reason, this Agreement expires or is terminated or you do not timely fulfill
each and all of the conditions to renewal as described in Paragraph 3.1 above, your renewal option
shall terminate immediately as of the date of the expiration or termination of this Agreement. Upon

such termination or expiration, you shall comply fully with all the terms and conditions of this
Agreement that survive its termination or expiration, including Paragraph 16 below.
4 PREMISES. You shall locate, lease, construct, and operate the Premises in accordance with this Paragraph 4.
4.1 Approved Location. You shall operate the Franchised Business only at the Approved Location set forth
in Paragraph 1 above. If, as of the Agreement Date, we have not approved a location for the Premises,
you and we shall agree on a geographic area or boundaries, set forth in Paragraph 1 above, within
which you shall locate the Premises.
4.2 Premises Size. If your franchise is designated a Standard Franchise in Paragraph 1.1.1 above, then
you shall operate your Center in a Premises of 1,200 square feet or more. If your franchise is
designated an Expanded Franchise in Paragraph 1.1.1 above, then you shall operate your Center in a
Premises of 1,600 square feet or more.
4.3 Location Lease. You shall purchase, lease, or sublease the Premises. Within 10 days after you execute
any lease or sublease for the Premises, you shall deliver a copy of such lease or sublease to us, together
with a fully‐executed copy of our then‐current form of Conditional Assignment (if applicable). You shall
comply with all terms of such lease or sublease, and all other agreements affecting the operation of the
Franchised Business; shall undertake best efforts to maintain a good and positive working relationship
with your landlord; and shall refrain from any activity that may jeopardize your right to remain in
possession of, or to renew the lease or sublease for, the Premises. Any Premises lease or sublease shall
not be on a month‐to‐month basis. You shall not renew, amend, or modify the lease or sublease,
without first obtaining our written approval. You shall not terminate or assign the lease or sublease or
sublet the Premises, without first obtaining our written approval, which we may refuse for any
reasonable business reason. You shall give us copies of all proposed modifications to any lease of your
Premises, and, when executed, copies of such modifications. Within 10 days of your receipt of any
written notice you receive from your landlord or lessor, including any notice of any violation of any
lease, you shall deliver a copy of such notice to us.
4.4 Continuous Operation; Opening. You shall operate your Franchised Business from the Approved
Location continually during the Term, except as described in Paragraph 4.7 below. Time is of the
essence in the opening of the Franchised Business. Unless you are renewing a Huntington franchise
agreement, you shall identify an Approved Location and open your Franchised Business within 270 days
after the Agreement Date; provided, however, you may request in writing a one‐time extension of this
270‐day period. We have the right to refuse consent for any reasonable business reason or if you are
in receipt of an uncured notice of a material default under this Agreement. In connection with any
such extension, you and each of your Franchisee Members and Guarantors shall execute the Release,
to the extent not prohibited by applicable law. We shall determine the length of any such extension, in
our sole discretion, and it shall in no event be greater than 90 days. You shall obtain our written
approval before opening the Franchised Business. Before opening the Franchised Business; after any
renovation, as described in Paragraph 4.6 below; and after any relocation, as described in Paragraph
4.7 below, you shall execute and deliver to us an ADA Certification, the current form of which is
attached to this Agreement as Exhibit B, to certify to us that the Premises and any proposed
renovations or relocation comply with the ADA.
4.5 Construction, Signs, Renovation. Before you commence any construction or renovation of the
Premises, you, at your expense, shall employ a qualified architect or engineer to prepare preliminary
and final architectural drawings and specifications of it in accordance with our standard plans, the
Manual, and drawings that you supply to us and that we approve. You acknowledge that our standard
plans shall not contain or comply with any governmental regulations, including those in Paragraph 18.1
below. You shall not construct or decorate your Premises or construct or affix any interior or exterior
signage for the Premises using any drawings that we have not approved in writing. You shall submit all
drawings for construction, decoration, and signage to us for our prior, written approval. We have 30
days to approve your drawings in writing. We have the right to refuse to approve your drawings for
any reasonable business reason or if you are in receipt of an uncured notice of a material default under
this Agreement. If we do not approve your drawings in writing within such 30 days, they are deemed

disapproved. Upon our approval, the drawings and specifications shall not thereafter be changed or
modified without our prior written approval. You shall be responsible, at your expense, to conform the
Premises to all governmental regulations, including those in Paragraph 18.1 below or that may be
necessary or advisable owing to any restrictive covenants relating to the Premises or required by the
lessor. You agree to pay us promptly upon demand all our out‐of‐pocket architectural fees, costs, and
expenses related to any review we conduct of the architectural drawings and specifications of the
Premises. We do not warrant or represent that any design specifications or approval for a Premises
comply with any governmental regulations, including those in Paragraph 18.1 below; and you agree to
comply with all such laws and requirements. If you enter into a Turn Key Agreement with us, you and
we agree that we shall perform the construction or renovation of the Premises at your expense in
accordance with the Turn Key Agreement.
4.6 Premises Standards; Major Upgrade; Damage to Premises
4.6.1 You agree continually during the Term at your sole cost: (a) to conform your Premises to our
then‐current standards, which we describe in the Manual or in writing from time to time. Such
standards include those for insurance, location, lease, décor, signs, graphics, curriculum,
supplies, furniture, furnishings, fixtures, equipment (including Internet, Internet connections,
Internet speed, telecommunications and other communications equipment, computer
equipment, audio and video equipment, and related software), computer and other software,
leasehold improvements, and utilities; and to refrain from installing on or about the Premises,
without our prior written consent, any item not previously approved by us in writing; (b) to
install and maintain at your Premises the highest‐speed Internet connection available to
provide access to the Software, Software Data, our extranet, and any portion of the Manual
that we maintain in electronic form or on one or more web sites; (c) if we modify, add to, or
delete from, these standards, to promptly upgrade, refurbish, and improve the foregoing, as
we require in the Manual or in writing from time to time, and discontinue the use of any
unauthorized signs, graphics, curricula, furniture, furnishings, fixtures, equipment, computers,
and software; and (d) to maintain the foregoing in good condition and in excellent repair. You
agree we have right, from time to time, to modify, add to, or delete from, such standards for
any reason, including to conform to the building design, trade dress, color schemes, and
presentation of the Marks in a manner consistent with the then‐current image for a Premises.
You acknowledge that you may have to make substantial expenditures for this maintenance,
refurbishment, modification, and upgrading. You agree that we are not obligated to purchase
or buy back anything you may lease, acquire, purchase, or license in connection with the
Franchised Business, whether or not you leased, acquired, purchased, or licensed any such
thing at our direction.
4.6.2 During the Term, we will not require you to make a Major Upgrade more than once every 3
years. If we require any Major Upgrade during the last 2 years of the Term, you will not be
required to make such Major Upgrade, if you provide to us written non‐revocable notice, in
the form and manner we require, within 30 days of our notice of the required Major Upgrade
that you conclusively and unconditionally waive your right to renew this Agreement. Any
dispute regarding Major Upgrades, including whether any upgrade is a Major Upgrade or the
definition or interpretation of a Major Upgrade, shall be resolved by us, in our sole discretion.
4.6.3 If the Premises is damaged or destroyed or needs repair or reconstruction, you shall promptly
repair or reconstruct it in compliance with this Paragraph 4.
4.7 Premises Relocation; Relocation Policy
4.7.1 If you wish to relocate the Premises, you shall notify us in writing. You shall not relocate your
Premises without our prior written approval. You may relocate your Premises solely according
to our then‐current relocation policy. Our relocation policy current as of the Agreement Date
is as follows: You may relocate your Premises only within your Exclusive Area. You may not
relocate it to within ¼ mile of any portion of your Exclusive Area’s boundary. If you operate
under a Huntington franchise agreement in which a territory has been granted, you may
relocate only within the territory’s population or geographic center, as we determine. We

have the absolute right to refuse to approve any relocation, if (a) your relocation does not
comply with our then‐current relocation policy; (b) you wish to relocate your Premises within
three years of a previous relocation, or (c) you are in receipt of an uncured notice of a material
default under this Agreement or any other agreement between you or any of your affiliates
and us or any of our affiliates. We have the sole and absolute right to resolve any dispute
about this relocation policy, including any dispute about definition or interpretation.
4.7.2 Upon relocation of your Premises, your Exclusive Area shall not change; and the new,
approved location shall be deemed to be your Approved Location and shall be subject to all
the terms and conditions of this Agreement. If you relocate your Premises, then you shall
conform it to our then‐current standards, as provided in this Paragraph 4. If your Premises is
not relocated to the new, approved location within 180 days after you receive our written
approval, our approval shall be withdrawn automatically, without notice to you. You agree to
pay us promptly upon demand all our out‐of‐pocket costs and expenses, including all
architects’, attorneys’, accountants’, and consultants’ fees, costs, and expenses, in connection
with any request by you to relocate your Premises and in connection with any relocation of it.
In connection with any relocation of your Premises, you and each of your Franchisee Members
and Guarantors shall execute the Release, to the extent not prohibited by applicable law,
when you notify us of your intent to relocate your Premises and upon its relocation. You
agree your compliance with each requirement in this Paragraph 4.7 is a material condition to
our granting you written approval to relocate your Franchised Business. At our sole and
absolute discretion, we may make exceptions to this policy. You have no right to request that
we make any exception to this policy.
4.8 Gross Revenue Requirement. Your Gross Revenue shall equal or exceed $300,000 for each 12‐month
period following the fifth anniversary date of the Agreement Date; provided, however, if you are the
transferee of a Huntington franchise agreement, the requirements of this Paragraph 4.8 shall apply
following the first anniversary of the Agreement Date; and, if you are renewing a Huntington franchise
agreement, the requirements of this Paragraph 4.8 shall apply as of the Agreement Date.
5 FRANCHISOR’S DUTIES
5.1 Manual. Before you open your Franchised Business, we will either lend you one copy of the Manual or
provide you with electronic access to the Manual (via Internet, extranet, or other electronic means) for
your use solely during the Term. During the Term, we will provide you with modifications, additions,
and deletions to the Manual from time to time, as, and in the manner and with the frequency, we
determine.
5.2 Design Specifications. Before you open your Franchised Business, we will provide you with standard
design specifications for a prototypical franchised business for adaptation to your Premises, as
described in Paragraph 4 above.
5.3 Advice. During the Term, we will provide you, in our sole and absolute discretion, with such advice
about the operation of your Franchised Business and delivery of Huntington Services as we determine
and in the manner and with the frequency we determine.
5.4 Training. Before you open your Franchised Business, we will offer an initial training program to you
and the individuals described in Paragraph 7 below.
5.5 Supplies. Before you open your Franchised Business, we will provide you with a list of products and
services for your use in the Franchised Business. We will offer to sell you certain materials that are
owned by, or licensed to, us on terms and prices we determine from time to time in the price list in the
Manual.
5.6 Advertising and Marketing Materials. We shall make available to you advertising and promotional
materials for use by you at your Franchised Business, as provided in Paragraph 12.4 below.
5.7 Delegation of Performance. You agree we have the right, but not the obligation, to delegate the
performance of any portion or all of our obligations under this Agreement to third party designees,
including affiliates, agents, or independent contractors with whom we contract to perform these

obligations.
6 FEES
6.1 Initial Franchise Fee. In consideration of the rights granted in this Agreement, you shall pay us when
you execute this Agreement the non‐refundable, Initial Franchise Fee, receipt of which is hereby
acknowledged. The Initial Franchise Fee is identified in Paragraph 1.1.1 above. The Initial Franchise
Fee is waived if you are renewing a Huntington franchise agreement and you have paid the renewal
franchise fee due under that agreement. The entire Initial Franchise Fee or renewal franchise fee is
fully earned by us upon our execution of this Agreement for administrative and other expenses we
incurred and for development opportunities lost or curtailed as a result of the rights granted to you.
6.2 Software License Fee. Upon execution of this Agreement, you shall pay us the Software License Fee,
receipt of which is hereby acknowledged. The Software License Fee is identified in Paragraph 1.1.1
above. The Software License Fee is not refundable, except as provided in Paragraph 26.5 below.
6.3 Phone Number License Fee. Upon execution of this Agreement, you shall pay us the Phone Number
License Fee of $500, receipt of which is hereby acknowledged. The Phone Number License Fee is not
refundable, except as provided in Paragraph 26.4 below.
6.4 Continuing Royalty. Each month, you shall pay us a non‐refundable Continuing Royalty computed as a
percent of your preceding month’s Gross Revenue for any month in which you receive any Gross
Revenue. You shall pay a minimum Continuing Royalty each month beginning on the first day of the
earlier of (a) the 9th full calendar month after the date you open your Franchised Business, as we
determine, and (b) the 15th full calendar month after the Agreement Date. The Continuing Royalty rate
and the minimum monthly Continuing Royalty are identified in Paragraph 1.1.1 above. We have the
right, but not the obligation, to waive in writing this minimum for one month, if, in each of the prior 12
months you have paid us Continuing Royalty in excess of this minimum amount. If, during the prior 12
months, you have been in default under this Agreement or you have not timely paid any amount due to
us, our affiliates, or Huntington Advertising Fund, Inc., then, without limiting the preceding sentence,
you have no right to request we waive this minimum. If you are renewing or are a transferee under an
existing Huntington franchise agreement, you shall begin paying such minimum Continuing Royalty
beginning on the Agreement Date. You shall make each Continuing Royalty payment by separate
electronic payment, or, solely with our written consent, by separate check, made payable to us. Any
such electronic payment not actually received by us on or before the 15th day of the month shall be
deemed overdue. Continuing Royalty paid by non‐electronic payment shall be paid to us monthly by
the 10th day of each month; and any non‐electronic payment not actually received by us on or before
the 15th day of the month shall be deemed overdue, if not postmarked by the 10th day of the month.
You shall simultaneously send or transmit to us with each such payment a monthly profit and loss
statement, operations statement, and other monthly reports described in Paragraph 11 below, in the
manner and form required in the Manual or by us in writing from time to time.
6.5 Software Maintenance Fee. On each January 1 during the Term and without prior demand or notice,
you shall pay us a non‐refundable Software Maintenance Fee. The Software Maintenance Fee is
identified in Paragraph 1.1.1 above. Prior to January 1 of each year, we have the right on written
notice to you to increase the Software Maintenance Fee by up to 10% per year. Upon execution of this
Agreement, you shall pay us the pro‐rata portion of the first year's Software Maintenance Fee prorated
according to the number of full calendar months.
6.6 Phone Number Access Fee. Each month during the Term and without prior demand or notice, you
shall pay us a non‐refundable Phone Number Access Fee of $49. The first Phone Number Access Fee is
due the month the Phone Number is installed, as we determine. Prior to January 1 of each year, we
have the right on written notice to you to increase the Phone Number Access Fee by up to 10%.
6.7 Interest; Late Fee. If (a) any payment due us, any of our affiliates, or Huntington Advertising Fund, Inc.
under this Agreement that is not paid when due; or (b) there are insufficient funds in any account for
any payment by you to us, any of our affiliates, or Huntington Advertising Fund, Inc. by electronic funds
transfer, on‐line banking, pre‐authorized auto‐draft arrangement, or similar means, then such payment

shall be subject to the then‐current late fee and shall bear daily interest payable immediately upon
demand to us at the rate of 18% per annum, but no more than the highest rate permitted by applicable
law. If any monthly report required under Paragraph 11.2 below is not received when due, all
payments owed by you for such month shall be deemed overdue until such reports are received by us,
regardless of whether payment was actually made, and you shall be responsible for all applicable late
fees and interest as described in this Paragraph 6.6. Entitlement to such late fee and interest shall be
in addition to any other remedies we may have under this Agreement or at law or in equity. This
Paragraph 6.6 shall not bind us to accept any payment after its due date.
6.8 Payment Terms. You shall pay promptly to us and our affiliates when due and without prior demand
or notice all amounts due and payable to us and our affiliates under this Agreement and for products or
services purchased by you from us or our affiliates; and any monies advanced by us or our affiliates to
you, or that we or our affiliates have paid, or become obligated to pay, on your behalf under this
Agreement or any other agreement between you or any of your affiliates and us or any of our affiliates.
You shall pay all amounts due us and our affiliates at our principal business address as identified in
Paragraph 1 above, or at any other address we may designate in writing from time to time. We have
the right to require you submit any payment due to us or any of our affiliates to any other party we
designate in writing. If you are delinquent in any payment to us or any of our affiliates, we have the
right to apply any of your payments to any late fee, interest charge, or past due indebtedness. Neither
you nor any of your affiliates shall have any right to withhold any payment of any monies due to us or
our affiliates on any grounds (including any claim or counter‐claim by you under this Agreement or by
you or any of your affiliates under any agreement between you or your affiliates and us or any of our
affiliates, or otherwise). Neither you nor any of your affiliates shall have any right to set‐off any
amount due to us or any of our affiliates by you or any of your affiliates against any monetary claim by
you or any of your affiliates against us or our affiliates.
6.9 Electronic Payments. We have the right to require, in the Manual or otherwise in writing, that you
make any payment required under this Agreement directly to us, our affiliates, or to a bank or such
other financial institution account we specify, at the times and with the frequency we designate, by
electronic funds transfer, on‐line banking, pre‐authorized auto‐draft arrangement, or such other means
as we may specify from time to time, notwithstanding any other provisions of this Agreement, and you
agree to comply fully and timely with such requirement. For each Designated Account in which you
conduct business at any time during the Term, you agree to execute an ACH Automatic Withdrawal
Authorization and to keep it effective throughout the Term; and you authorize us to withdraw monies
from each Designated Account in the amounts and at the times provided in this Agreement and any
other agreement between you and us. The version of the ACH Automatic Withdrawal Authorization
current as of the Agreement Date is in Exhibit L. You agree: (a) to deposit all monies received in
connection with this Agreement in a Designated Account; (b) not to deposit any monies received in
connection with this Agreement in any non‐Designated Account; (c) not to divert any monies in any
Designated Account to any non‐Designated Account; and (d) not to close any Designated Account
during the Term without our prior written approval. You hereby indemnify us and hold us harmless
under each ACH Automatic Withdrawal Authorization. If, during the Term, you open any account with
a bank or financial institution for use in connection with this Agreement, you agree to execute another
ACH Automatic Withdrawal Authorization in our favor for such bank or financial institution. You
consent to our directly transacting business with each bank and financial institution with which you
have a Designated Account to effectuate fully the terms of each ACH Automatic Withdrawal
Authorization. You shall furnish us, our bank, or other financial institution, and any other recipient of
payment with such information and authorizations as may be necessary to permit such persons to
make withdrawals by electronic funds transfer, on‐line banking, or auto‐draft arrangement. You shall
bear all expenses, if any, associated with such authorizations and payments.
6.10 Third Party Fees. You agree to reimburse us for any fees imposed on us or our affiliates by any third
party to process any payment you make to us or our affiliates under this Agreement. Such third party
fees include any fees imposed by a bank or credit card company to process any credit card payment
you make to us or our affiliates.

7 TRAINING
7.1 Initial Training Requirements. You, your Primary Franchisee Member, and your Manager (if any) shall
complete our initial training program to our satisfaction within 150 days of the Agreement Date and
before you open your Franchised Business, if you open a new Franchised Business, and, if you acquire
an existing Franchised Business, within 90 days of the Agreement Date. All full‐time staff members
(including your Manager, if any) employed by you shall attend and complete our initial training
program to our satisfaction within 90 days of the date of their hire by you, unless otherwise permitted
by us in writing. The length of any such extension shall in no event be greater than 30 days. If you
complete the initial training program to our satisfaction and you do not expressly inform us in writing
within the earlier of 10 days of your completion of it or 160 days after the Agreement Date that you
believe you have not been adequately trained, then you will be deemed to have been trained
sufficiently to operate the business franchised hereunder.
7.2 Training Requirements. We have the right, in our sole and absolute discretion: (a) to require that you,
your Primary Franchisee Member, and your Manager (if any) attend any additional initial or subsequent
training program; (b) to require you and any of your full‐ or part‐time staff attend any continuing or
occasional training, meetings, workshops, and our franchise convention from time to time; (c) to
require you and any of your full‐time or part‐time staff attend any continuing or occasional training,
meetings, or workshops in connection with any second or subsequent franchised business you or any
of your affiliates may franchise; (d) to determine the curricula, standards, location, direction, manner of
instruction (including audio‐conference, video‐conference, computer‐based, and online training), class
size, and all other aspects of all training, meetings, workshops, and conventions we conduct; (e) to
require you to pay us our then‐current training fee for each trainee attending any portion of any
training we require or permit, including the initial training program described in Paragraph 7; and (f) to
conduct all training in the English language. We have the right, but not the obligation, to exempt any
Franchisee Member from this requirement. If we offer any advanced training that is in addition to the
training we generally make available to all franchisees, we have the right to require you pay us our
then‐current training fee for each trainee attending any portion of such training. You shall be
responsible to pay all costs and expenses related to all training we offer you, your Manager, and your
staff, including your and their salaries and expenses for travel, food, and lodging.
7.3 Franchisee’s Training Programs. You shall train your Franchised Business’s full‐ and part‐time
employees in such manner as we require or permit in the Manual or in writing from time to time. You
shall not use any training program that we have not approved in writing. If you offer, use, or
participate in any training program we developed, you shall do so solely in the manner we direct. If
you wish to offer, use, or participate in any training program that we have not developed, you shall
submit it to us, together with such information related to it as we request for our written approval. We
have 30 days to approve such training program in writing; and have the right to disapprove it for any
business reason or if you are in receipt of an uncured default notice under this Agreement. If we do
not approve such training program in writing within such 30 days, it is deemed disapproved.
8 FRANCHISEE’S DUTIES
8.1 Manner of Operation. You understand and acknowledge that every detail of the Franchised Business is
important to you, us, and our affiliates and other franchisees in order to develop and maintain high
operating standards, to increase demand for Huntington Services, and to protect our reputation and
goodwill. Continually during the Term at your sole cost you agree: (a) to operate your Franchised
Business solely for the business franchised hereunder; (b) to adhere to all standards, specifications,
policies, and procedures related to Huntington Services, as required in this Agreement, the Manual,
and by us in writing from time to time; (c) to use your best and continuing efforts to promote and
develop Huntington Services at your Franchised Business; (d) to keep your Premises open and in
operation for such minimum hours and days as we specify in the Manual or in writing from time to
time; (e) to operate your Franchised Business in strict compliance with the standards, specifications,
procedures, and policies described in this Agreement and the Manual and required by us in writing
from time to time; (f) to refrain from deviating from such standards, specifications, procedures, and
policies without our prior, written consent; (g) you shall not use your Franchised Business or the

Premises for any purpose or activity other than that of the business franchised under this Agreement;
(h) you shall not transport, or provide or arrange for transportation of, any customer to or from any
location, including the Premises; (i) to offer and provide all Huntington Services in the manner and with
the frequency we require in the Manual or otherwise in writing from time to time, and no other
services or products, and to refrain from using or permitting the use of the Premises for any purpose or
activity at any time, other than those of the Franchised Business; (j) to provide all Huntington Services
to your customers at your Premises; (k) to refrain from offering for sale or providing any Huntington
Services in any manner other than at the Premises; (l) to discontinue offering and selling any services or
products that we, in our sole and absolute discretion, may disapprove at any time; (m) you shall not
provide any Huntington Services through any computer service, the Internet, or any computer,
television, or other electronic device, unless we specifically authorize it in writing (n) to comply with all
reasonable restrictions on minimum and maximum prices of goods or services to be offered or sold
under this Agreement by you, as required in the Manual or by us in writing from time to time, including
in any advertising described in Paragraph 12 below; (o) to meet our then‐current standards and
specifications for Huntington Services and purchase all related products and supplies from suppliers as
we specify in the Manual or otherwise in writing from time to time; (p) we have the right to designate a
sole supplier, which sole supplier may be us or an affiliate, of any products, supplies, and services that
you must purchase for use or sale in connection with your Franchised Business; (q) we have the right to
provide all services to you using the English language; (r) we have the right to require you provide all
services to all your customers using the English language; and (s) you, your Primary Franchisee
Member, and your Manager (if any) are fluent in reading, writing, and speaking the English language.
8.2 Product Purchases. You acknowledge and agree that certain products, including certain educational
materials, are essential to Huntington Services and in some cases may be proprietary to us or our
affiliates. You agree to purchase proprietary products and non‐proprietary products only from
suppliers we specify, which suppliers may include us or our affiliate. We may designate Huntington or
an affiliate as the sole supplier of any products, supplies and services that you must purchase for use or
sale in connection with your Franchised Business. You understand and acknowledge that we have the
right to earn a profit on your purchases of products, suppliers, and services from us and our affiliates.
You further understand and acknowledge that we have the right to derive and retain revenue from
your purchases of products, supplies and services from other approved suppliers.
8.3 Software and Phone Number. You may use the Software and Phone Number, providing you are not in
default under this Agreement. You shall use the Software and Phone Number solely as described in
this Agreement, the Manual, and by us in writing from time to time, and in no other way. The Software
may cease functioning, unless we supply a restoration code and you implement it. We will attempt to
answer your questions about the Software during our normal business hours and will attempt to
inform you of Software restoration codes. We have the right to implement the Software in any
manner, including over the Internet and with any web‐based or other types of software platform. We
have the right, but not the obligation, to modify the Software from time to time; and, if we do so, you
shall implement it immediately, cease using any previous version, remove all copies of any previous
version from all of your computers, and, at our election, return all copies of any previous version to us.
Any subsequent version of the Software may include material changes from the previous version. You
shall install, upgrade, and maintain continually throughout the Term, at your sole expense, in
accordance with the Manual and as required by us in writing from time to time all items used in
connection with the Software, including those in Paragraph 4.6 above. You shall not copy, reproduce,
or translate any of the Software; or change, reverse engineer, decompile, disassemble, or create
derivative works of the Software; or incorporate the Software into any other software or any other
software into the Software; remove or obscure our copyright or trademark notices; or change the data
used by the Software using any software not provided by us.
8.4 Products and Services Requested by You. If you want us to approve your use of any product or service
not in the Manual, then, at your expense, you shall submit to us such product or service and related
information and samples as we request. We will review them in accordance with our standards. We
will notify you of our receipt of this information and samples and of our approval or disapproval of the
submitted product or service. You shall not use any product or service we do not approve in writing.

8.5 Changes to Franchisee Member; Primary Franchisee Member; Franchised Business Supervision. You
shall notify us of any changes to the Franchisee Members. You agree that any change in the identity or
ownership percentage of any Franchisee Member constitutes a Transfer and is governed by Paragraph
14 below. You agree to designate a Primary Franchisee Member in writing using our then‐current
Franchisee Members form, the current version of which is in Exhibit G attached hereto. The Primary
Franchisee Member shall be a natural person and shall not be a Legal Entity. We may contact the
Primary Franchisee Member from time to time regarding this Agreement and the Franchised Business.
We have the right at any time to decline to discuss this Agreement or the Franchised Business with any
individual who is not the Primary Franchisee Member. You may change the Primary Franchisee
Member solely with our permission, which shall not be unreasonably withheld. You agree that you or
your Primary Franchisee Member shall devote your or his full‐time and best efforts to the operation
and management of your Franchised Business. You, your Primary Franchisee Member, or your
Manager shall exercise full‐time, on‐premises supervision of your Franchised Business during all hours
it is open or operating. If you have not operated or managed a business that is the same as or similar
to the Franchised Business before executing this Agreement, then you may appoint a Manager to
exercise full‐time, on‐premises supervision of your Franchised Business (during all hours it is open or
operating) only after the Franchised Business has been open and operating for a minimum of 12
months.
8.6 Customer Relations; Staffing. You will maintain a competent, conscientious, trained staff at the
Franchised Business; treat all customers fairly; and provide Huntington Services in an honest, ethical,
and non‐discriminatory manner. You will not withhold any material information from your customers
or attempt to sell any product or service to them that you believe, in your good faith estimation, is not
needed. The Software produces a student lesson plan and a recommended number of instructional
hours; and it is your responsibility to modify that plan and those hours to meet student needs, if you
believe such modification is appropriate. You will not advertise in a deceptive, misleading, or unethical
manner. You will make solely those promises, representations, and guarantees to customers and
others at your Franchised Business that we authorize in the Manual or in writing from time to time;
preserve good customer relations; and render competent, prompt, courteous, and knowledgeable
service to your customers. You will handle all customer complaints, refunds, returns, and other
adjustments in a manner that will not detract from our name and goodwill. You will pay to any
customer any refund properly due and owing to that customer within the lesser of (a) 30 days of
demand by that customer, (b) within such other time period as we may require in the Manual or in
writing from time to time; or (c) as required by law. You will be responsible for all employment
decisions and functions of the Franchised Business, including those related to hiring, firing, training,
wage and hour requirements, insurance, worker’s compensation, record‐keeping, supervision, and
discipline of employees and you shall inform your employees as to such requirement. You will take
such steps as are necessary to ensure that your employees do not violate our policies relating to the
use of Networking Media Sites, including prohibiting employees from posting any information relating
to us, the System, the Marks, or the Franchised Business on any Networking Media Site that is
inconsistent with such policies. You will take such actions as are necessary to ensure that all your
employees conform to the requirements of this Paragraph 8.6. You, and not we, are responsible to
perform under this Paragraph 8.6. No advice or training program that we conduct, supply,
recommend, or approve shall reduce in any way your sole responsibility under this Paragraph 8.6,
including your responsibilities for your employment and management of your staff.
8.7 Confidentiality of Student Information. Notwithstanding Paragraph 11.4 below, you agree you are
responsible to maintain the confidentiality of all students and their parents and guardians and of their
identities and of all their testing, instructional, biographical, financial, and other data, including any
information you obtain by virtue of completing loan applications or other financial documents on
behalf of students or parents. You agree to take all steps as are necessary to protect such information.
8.8 Accreditation. To the extent permitted by the Accrediting Body, you shall apply to us to be accredited
by it and, if it accredits you, you shall comply with our and the Accrediting Body’s requirements to
maintain such accreditation in full force and effect continually during the Term and as we describe in
the Manual and in writing from time to time. We have the right to modify, add to, or delete from, such

requirements from time to time in writing. You shall pay us or our designee all accreditation fees, costs,
and expenses and all ongoing fees, and reimburse us and the Accrediting Body for all our and their out‐
of‐pocket costs and expenses incurred in connection with your accreditation. You shall not apply to
any accrediting body for accreditation or become accredited by any accrediting body, without our prior
written approval, which we have the right to withhold for any or no reason.
8.9 Inspection. You shall permit us and our agents to enter upon the Premises at any time for the purpose
of inspecting it, the Franchised Business, and all aspects of the Franchised Business’s marketing,
operations, and finances; shall cooperate fully with us and our agents in all such inspections by
rendering such assistance as we and they may request; and, upon notice from us or our agents, and
without limiting our rights under this Agreement, shall take such steps as we determine in writing to
correct immediately any deficiencies detected during any such inspection. If, for any reason, you fail to
correct such deficiencies as we require in writing and within a time we determine, we shall have the
right, but not the obligation, to correct any deficiencies that may be susceptible of correction by us,
and you agree to pay us promptly upon demand all our related out‐of‐pocket costs and expenses,
including our attorneys’, accountants’, and consultants’ fees, costs, and expenses. The foregoing shall
be in addition to such other remedies we may have under this Agreement or at law or in equity.
8.10 Payments to Your Suppliers. You shall pay promptly when due all monies due and owing to all vendors
and suppliers of products and services to the Franchised Business, including your landlord and
advertising vendors. Upon our request, you shall provide us promptly the information we reasonably
request related thereto and satisfactory evidence of payment to such vendors and suppliers.
8.11 Changes to the System. (a) We have the right, but not the obligation, in our sole and absolute
discretion, to supplement, modify, and delete from, the System at any time and from time to time; and,
upon our written notice to you, you shall promptly comply with all our requirements in that regard,
including offering and selling new products and services and ceasing to offer or sell existing product
and services, as we direct. (b) You shall not implement any change, amendment, or improvement to
the System, or deletion from the System, without our prior written consent. You shall notify us in
writing of any change, amendment, or improvement to the System, or any deletion from the System,
you propose to make, and you shall promptly provide to us at your sole expense such proposed
change, amendment, improvement, or deletion, and such information as we request regarding the
proposed change, amendment, improvement, or deletion. We shall have no obligation to implement
any change, amendment, or improvement to the System, or deletion from the System, you propose.
We have the absolute right to incorporate any such proposed change, amendment, or improvement to
the System, or deletion from the System, and shall thereupon obtain all right, title, and interest therein,
without any compensation to you.
8.12 Franchisee Councils. You agree that: we shall have the right, but not the obligation, to establish one
or more Franchisee Councils; and, if established and if you have agreed to participate in a Franchisee
Council, you shall use your best efforts to participate actively in each such Franchisee Council as we
designate; we reserve the right to prepare and amend the bylaws of any Franchisee Council from time
to time, and may merge, change, or discontinue any Franchisee Council, in our sole and absolute
discretion, at any time; we shall determine the members of each Franchisee Council; and each
Franchisee Council shall serve only in an advisory capacity.
8.13 Email Account. We have the right, but not the obligation, to establish one or more Email Accounts for
your use; and, if we do so, you shall use it in the manner we require in the Manual or in writing from
time to time, and in no other way. You agree to review your Email Accounts at least once per business
day and use reasonable efforts to respond to our emails within 24 hours. We or our affiliate is the sole
owner of each Email Account and its contents, including all emails and attachments.
9 MARKS
9.1 Use. With respect to your use of the Marks, you agree that for all time:
9.1.1 We have the sole and absolute right to approve any use of the Marks and any object using or
exhibiting the Marks, including all signs, decorations, stationery, business cards, brochures,
forms, and web sites; and in every medium, including print, audio, video, electronic, and

Internet;
9.1.2 You shall not do or permit any act or thing to be done in derogation of the Marks or of any of
our rights to the Marks;
9.1.3 You shall ensure that all advertising and promotional materials, signs, decorations, and other
items we specify bear the Marks in the form, color, location, and manner we prescribe and in
no other way;
9.1.4 You shall not use the Marks in any business other than in connection with your Franchised
Business; and you shall use the Marks only for the operation of the Franchised Business and
only from the Premises, or in advertising or marketing for the Franchised Business;
9.1.5 You shall not use the Marks to incur any obligation or indebtedness for us;
9.1.6 You shall not, directly or indirectly, at any time cause or permit any act impairing or tending to
impair our right, title, or interest in the Marks;
9.1.7 You shall use only the Marks we designate, and shall use them only in the manner, with the
frequency, and at the locations we authorize and permit;
9.1.8 You shall not use the Marks in connection with the Internet or with anything related to the
Internet, including reservation or use of domain names, as part of an electronic mail address
or any other form of identification in an electronic medium, without our prior written
approval;
9.1.9 In connection with your Franchised Business, you shall not use the name “Huntington” alone,
or any trademark, service mark, logotype, symbol, or other mark that is not part of the Marks
or that is confusingly similar to the Marks, and you shall not use the Marks or any trademark,
service mark, logotype, symbol, or other mark that we determine, in our sole and absolute
discretion, may be confusingly similar to any of the Marks in connection with any other
business in which you have an interest, or in connection with the sale of any unauthorized
product or service from your Franchised Business;
9.1.10 In the adoption of a name for any Legal Entity, you shall not use any of the Marks, any
variations or abbreviations of the Marks, or any words or symbols we deem to be confusingly
similar to the Marks, including the words, “Huntington”, “Learning”, “Center”, “Exam”,
“Online”, “Home”, “HLC”, “NCLB”, “Prep,”, “Can”, “Learn”, “Provider”, “School”, “Service”,
“Solution”, “Supplemental”, “Test”, “Tutor”, “Tutoring”, “Your”, or “YTS” or any combination
of these words with or without prefix or suffix, whether in English or any other language;
9.1.11 Unless otherwise we authorize or require in writing, you shall operate and advertise the
Franchised Business only under the name, “Huntington Learning Center®”, and shall use all
Marks without prefix or suffix;
9.1.12 You shall identify yourself as the operator of the Franchised Business (in the manner we
require from time to time) in conjunction with any use of the Marks, including on invoices,
order forms, receipts, and business stationery, as well as at such conspicuous locations at the
Premises as we may designate in writing from time to time;
9.1.13 Your right to use the Marks is limited to such uses as are authorized under this Agreement,
and any unauthorized use thereof shall constitute an infringement of our rights;
9.1.14 You shall execute any documents we deem necessary, at your sole cost and expense, to obtain
protection for the Marks or to maintain their continued validity and enforceability; and
9.1.15 You shall not register, attempt to register, obtain any ownership in, or otherwise use any
website, domain name, URL, Internet presence, or other electronic communications portal
that contains, incorporates, or consists of the Marks or any of them, without our express
written consent, which we may withhold for any or no reason. If you register, attempt to
register, obtain any ownership in, or otherwise use any website, domain name, URL, Internet
presence, or other electronic communications portal in violation of this Paragraph 9.1.15,

then, in addition to any rights we may have under this Agreement, you hereby agree that any
such website, domain name, URL, Internet presence, or other electronic communications
portal, including any copyrights therein, shall be deemed to be our property. If a court of
competent jurisdiction determines that any ownership rights to any website, domain name,
URL, Internet presence, or other electronic communications portal are not transferred
automatically to us under this Paragraph 9.1.15, you agree to execute any documents required
by us to give effect to this Paragraph 9.1.15.
9.2 Acknowledgments. You understand and acknowledge that for all time:
9.2.1 All ownership, right, title, and interest to the Marks is vested solely in us or our affiliates, and
we have the right to use, and license others to use, the Marks;
9.2.2 All goodwill created by your use of the Marks shall inure exclusively to us;
9.2.3 You disclaim any right, title, and interest in the Marks and any goodwill derived from them;
9.2.4 You shall not assert any claim to any goodwill, reputation, or ownership of the Marks by virtue
of your licensed or franchised use of them or otherwise;
9.2.5 You have no right to restrict us, any of our affiliates, or any of our other franchisees from using
the Marks in any way not prohibited by this Agreement; and you shall not contest or aid in
contesting, directly or indirectly, the validity of, or our or our affiliates’ ownership of, or right
to use and to license others to use, the Marks;
9.2.6 You shall not in any way dispute or impugn the validity of the Marks;
9.2.7 You irrevocably waive any right for compensation by us and by any of our affiliates that you
may have for any goodwill created by your use of the Marks;
9.2.8 The Marks are valid and serve to identify the System and those who are authorized to operate
under the System;
9.2.9 Immediately upon expiration or termination of this Agreement for any reason, you shall not
use the Marks, or dispute or impugn our rights; our affiliates, franchisees, or licensees; or
other authorized users, to use the Marks for any purpose; and
9.2.10 We reserve the right to modify, amend, or discontinue the Marks hereunder, and to substitute
different Marks, for use in identifying the System and franchised businesses operating
thereunder. You agree to comply immediately with such modification, amendment,
discontinuance, or substitution, when notified by us to do so, at your sole cost and expense,
and we shall have no liability or obligation whatsoever to you with respect thereto.
9.3 Infringement. You shall promptly notify us of: any suspected infringements, imitations, or suspected
unauthorized use of the Marks, or any challenges to the validity, our ownership of, right to use and
license others to use, or to your use of, the Marks. You acknowledge that we have the sole right to
institute, defend, direct, and control any judicial, arbitration, and administrative proceedings and
actions involving the Marks, including any settlement. We have the right, but not the obligation, to
take action against uses by others that may constitute infringement of the Marks. We have the right,
but not the obligation, to defend you against any third‐party claim, suit, or demand arising out of your
use of the Marks; and, if we provide such a defense, then you shall be responsible for the cost of the
defense, including the cost of any judgment or settlement. If we undertake any defense or prosecution
of any judicial, arbitration, or administrative proceedings or actions affecting the Marks, then, at your
sole expense, you shall: (a) cooperate fully with us in these proceedings or actions; and (b) execute
immediately upon our request all documents and to do those acts and things as may, in our counsel’s
opinion, be necessary to comply with this Paragraph 9, including being named as a nominal party in
these proceedings or actions. We will not indemnify you for any damages or expenses you incur, due
to any judicial, arbitration, or administrative proceedings or actions involving the Marks. We shall not
be liable for any loss, expense, or damage you incur because of your use of the Marks, except as
described in this Paragraph 0. You hereby irrevocably appoint us or our nominee to be your attorney‐
in‐fact coupled with an interest, with power of substitution, to execute and to file for you any relevant

document and to perform any legal act necessary to defend, compromise, and settle in any judicial,
arbitration, or administrative proceedings or actions affecting the Marks. We have the right to file an
original counterpart or a copy of this Agreement with any court, arbitrator, or agency as written
evidence of your appointment of us or our nominee to be your attorney‐in‐fact with regard to this
matter. Solely with our written consent, you may participate at your own expense in any judicial,
arbitration, or administrative proceedings or actions affecting the Marks.
10 MANUAL, CONFIDENTIAL INFORMATION, AND COPYRIGHTS
10.1 The Manual. The subject matter of the Manual includes the description of the System’s uniform
standards, specifications, policies, and procedures for marketing techniques, operational procedures,
business practices, and management methods described in this Agreement. The purpose of the
Manual is to protect our reputation and goodwill and to maintain uniform standards of operation
under the Marks and System. We have the sole and absolute right to modify, add to, and delete from,
the Manual for any business purpose from time to time. When we notify you in writing, you shall
promptly update your copy of the Manual with any modifications of, additions to, and deletions from,
it. If you do not receive a paper copy of the Manual, but instead we provide you electronic access to it,
we will make all modifications of, additions to, and deletions from the Manual. Any written notice or
email that we deliver to you containing or describing any such modification of, addition to, and
deletion from the Manual shall bind you upon your receipt of such notice. You shall be responsible to
insure that the Franchised Business is operated in compliance with the most current and up‐to‐date
version of the Manual. We have the right to maintain all or any portions of the Manual in written or
electronic form, including on one or more web sites. The electronic copy (or, if unavailable, paper
copy) of the Manual we maintain at our home office is, and shall be, controlling in the event of any
dispute as to the Manual’s contents. You agree to make one copy of those portions of the Manual that
we maintain in electronic form or on one or more web sites and maintain such copies and their
contents as secret and confidential. The Manual contains confidential business information and trade
secrets that belong to us. You shall use the Manual solely for the operation of your Franchised
Business. We own the Manual and all rights, including proprietary rights, in, and to, the Manual and its
information. Except at provided in this Paragraph 10.1, you agree that neither you nor any of your
Franchisee Members or staff shall copy, scan, or create in any manner whatsoever any electronic,
paper, or other copy of any portion of the Manual. Any paper, electronic, or other copies and
summaries of the Manual are, and shall at all times remain, solely our property. You shall at all times
treat the Manual and its information as confidential. You shall use all reasonable efforts to maintain
the information in the Manual as secret and confidential.
10.2 Confidential Information. For all time, you agree you shall not communicate, divulge, or use for the
benefit of any other person, Legal Entity, association, or other entity, any confidential information,
knowledge, or know‐how concerning the methods of operation of the Franchised Business (including
the Manual, Software, and Phone Number) or any student, parent, or guardian information of the type
described in Paragraph 8.7 above that may be communicated to you or any of your employees of which
you or your employees may be apprised by virtue of your operation under this Agreement. You shall
divulge such confidential information only to such of your employees as must have access to it in order
to operate the Franchised Business. All information, knowledge, know‐how, techniques, and other
data that we designate as confidential shall be deemed confidential for purposes of this Agreement. If
you become aware of any unauthorized disclosure or use of the Manual or any of our confidential
information or trade secrets, you shall notify us immediately in writing, and we shall have the sole and
absolute right to take any actions we determine. You shall require your spouse, the Franchisee
Members, the spouses of the Franchisee Members, your Manager, the spouses of Guarantors, and any
of your employees having access to any of our confidential information to execute the Confidentiality
and Non‐competition Agreement described in Paragraph 16.5 below.
10.3 Copyrights. You may use the Copyrighted Works in connection with the Franchised Business only
according to this Agreement, the Manual, or as provided in writing from time to time by us. You must
ensure that all Copyrighted Works bear the copyright and other notices we designate that specify our
or our affiliates’ ownership of the copyrights therein. If we authorize you in writing to prepare any
adaptation, translation, or work derived from the Copyrighted Works, or if you or the Advertising Fund

prepare any Copyrighted Works such as advertisements, posters, forms, reports, software, books, or
marketing or promotional materials, you agree that such adaptation, translation, derivative work, or
Copyrighted Work shall be our sole and exclusive property and you hereby assign all your right, title,
and interest therein to us. You agree to submit all such adaptations, translations, derivative works, and
Copyrighted Works to us for our prior approval before any use by you; and you agree you shall not use
any such item without our prior written approval. Your unauthorized use of any of the Copyrighted
Works is a material breach of this Agreement and infringes on the Copyrighted Works. You agree to
notify us in writing immediately of any infringement or apparent infringement of, or challenge to, your
use of any Copyrighted Work, or of any individual’s or Legal Entity’s claim of any rights in any
Copyrighted Work; and you agree not to communicate with any person or Legal Entity, other than us
and our and your attorneys regarding any infringement, challenge, or claim. We shall have the right,
but not the obligation, to take any action we deem appropriate (including no action) and to control
exclusively any litigation, arbitration, or other administrative proceeding arising from any infringement,
challenge, or claim or otherwise concerning any Copyrighted Work. In connection with your obligations
under this Paragraph 10.3, you agree to execute any documents or other items and to take any actions
that, in our counsel’s opinion, are necessary or advisable to protect or maintain our interests in any
litigation, arbitration, or proceeding or otherwise to protect or maintain our interests in the
Copyrighted Works. You irrevocably appoint us or our nominee to be your attorney‐in‐fact coupled
with an interest, with power of substitution, to execute and to file for you any relevant document and
to perform any legal act necessary in connection with your obligations under this Paragraph 10.3. We
have the right to file an original counterpart or a copy of this Agreement with any court, arbitrator, or
agency as written evidence of the appointment by you of us or our nominee to be your attorney‐in‐fact
with regard to this matter. If, at any time, we direct you to modify or discontinue using any
Copyrighted Work or to use one or more additional or substitute Copyrighted Works, you agree to
comply immediately with our written direction. We have no obligation to reimburse you in any way for
any of your costs, expenses, or fees in connection with your complying with this Paragraph 10.3.
11 ACCOUNTING AND RECORDS
11.1 Deposits, Records. You shall use one or more Designated Accounts for your business. You shall not
use any non‐Designated Account for the Franchised Business. You shall (a) promptly deposit all
payments you receive from all your customers to your Designated Accounts; (b) promptly record all
operational and financial information from your Franchised Business; and (c) use the paper‐, computer‐
or Internet‐based record‐keeping or control system we designate, all as we specify in the Manual or
otherwise in writing from time to time. You shall keep all records and correspondence related to this
Agreement and your Franchised Business at your Premises, including permanent and confidential
student records; copies of all reports and correspondence submitted to, and received from, us and all
taxing authorities; bank and deposit records; this Agreement; and all other books, records, and
agreements related to, or required under, this Agreement. You shall provide us with copies of all such
records and with a list of all Designated Accounts (and their account activity and balances) at your sole
expense, immediately upon written notice. During the Term, you shall maintain records of your
Franchised Business, including those records required in the Manual, and retain them for a minimum of
3 years after the end of each calendar year or for such longer period of time as required by law. You
shall give us, immediately upon our written request at your sole cost, a copy of each written agreement
entered into between you or any of your affiliates and us or any of our affiliates.
11.2 Reports; Electronic Reporting. You shall submit to us in the manner and format and with the
frequency we require such reports as we require in the Manual or otherwise in writing from time to
time, including the following reports: (a) Each month, monthly reports as to Gross Revenue,
advertising, marketing, operations, student activity, parent contact, school contact, finance, profit and
loss, balance sheet, and cash flow statement; and (b) within 60 days after the end of each calendar year
during the Term, your profit and loss and cash flow statements for the preceding calendar year, and
balance sheet as of the end of each such calendar year; and a completed copy of our then‐current
franchisee ownership description form. You shall submit directly to us any report or data we require
under this Agreement, the Manual, or as we otherwise request from time to time in writing, at the
times and with the frequency we designate, by electronic communication (including by email or the

Internet), or such other means as we may specify in writing from time to time.
11.3 Audit. To ascertain your compliance with this Agreement and the Manual, we and our agents have the
right to enter your Premises without notice to you at any time to examine, inspect, copy, and audit all
your books, computers, records, accounts, tax returns, bank records, computer software and data,
bookkeeping, revenue, expenses, reports, correspondence, curricula, instructional materials, testing
materials, student and teacher records and files, and all elements of the Huntington System. You shall
permit and cooperate fully with this examination, inspection, and audit. If, for any reason, you decline
to permit, or you fail to cooperate fully with, such examination, inspection, or audit, then, immediately
upon our written demand, you shall pay us all out‐of‐pocket costs and expenses we and our employees
and agents incurred in conducting, and related to, such examination, inspection, or audit, including all
travel costs, lodging costs, wages, and attorneys’, accountants’, and consultants’ fees, costs, and
expenses. If our examination, inspection, or audit discloses that you have failed to meet or comply
with our quality requirements, as described in the Manual or in writing by us from time to time, then,
immediately upon our written demand, you shall pay us all related fees, costs, and expenses we
incurred in conducting the inspection or audit, including travel, lodging, wages, and attorneys’,
accountants’, consultants’, and agents’ fees, costs, and expenses. If our examination, inspection, or
audit discloses that you (a) have maintained false books, records, or financial or operating statements;
(b) have submitted false reports or statements to us; or (c) have submitted financial or operating
reports or statements that understate Gross Revenue or enrollment by 3% or more or are otherwise
substantially incorrect, then, immediately upon our written demand, in addition to paying us interest
from the date such amount was due and all applicable late fees, you shall also pay to us (1) the
additional amount due as a result of such underpayment, and (2) all out‐of‐pocket costs and expenses
incurred by us and our employees and agents in conducting, and related to, such examination,
inspection, or audit, including all travel costs, lodging costs, wages, and attorneys’, accountants’, and
consultants’ fees, costs, and expenses. The foregoing remedies shall be in addition to any other
remedies we may have under this Agreement or at law or in equity.
11.4 Software Data Ownership and Access. We own all Software Data; have the right to access and record
it with the frequency and in the manner we determine; and may contact and communicate with any of
your customers, schools, students, and staff from time to time in any manner for any purpose. You
agree to bear all expenses associated with such contact, communication, reporting, access, and
recording of such Software Data, and you shall cooperate fully and perform promptly all acts we
require to permit us to fulfill the purpose of this Paragraph 11.4, including purchase, installation, and
maintenance of communication hardware and software that we specify.
12 ADVERTISING AND PROMOTION

12.1 Advertising and Promotion. You agree to advertise and promote your Franchised Business and the
sale of Huntington Services actively and diligently continually during the Term and in conformity with
this Agreement, the Manual, and as we direct in writing from time to time.
12.1.1 By no later than three months after you open your Franchised Business, you shall have
expended at least $10,000 on opening advertising.
12.1.2 During the Term, you shall promote your Learning Center Services, Exam Prep Services, and
Subject Tutoring service by expending a minimum amount on Local Media in each calendar
year. The initial minimum annual amount for these services is $57,000. Prior to January 1 of
each year, we have the right on written notice to you to increase this minimum annual
amount by up to 10% per year. The amount in the first and last years of the Term shall be
prorated over their respective calendar years. Each year you shall spend at least (a) one‐
quarter of the annual minimum amount during such year’s first quarter; (b) one‐half of the
annual minimum amount during such year’s first two quarters; and (c) three‐quarters of the
annual minimum amount during such year’s first three quarters. Failure to expend such
minimum amounts is a material breach of this Agreement. Any dispute about Local Media,
including any dispute about definition or interpretation, shall be resolved by us, in our sole
discretion.

12.1.3 Continually during the Term you shall list your Franchised Business in each telephone directory
book commonly called the “White Pages” that circulates in the Exclusive Area, and you shall
advertise your Franchised Business under at least two headings in each telephone directory
book commonly called the “Yellow Pages” that circulates in the Exclusive Area, in the manner
and as required in the Manual or by us in writing from time to time. In addition to the
foregoing, you shall list your Franchised Business with all electronic “White Pages” and “Yellow
Pages” that are accessible on the Internet or otherwise, as we require in the Manual or in
writing from time to time. Any dispute about the telephone directory books, electronic,
Internet, or other White Pages and Yellow Pages shall be resolved solely by us.
12.1.4 You shall not use any advertising or promotional materials, engage in any advertising or
promotional activities, or advertise or promote in any print, broadcast, cable, electronic,
computer, or other media (including email or the Internet), in any manner we do not approve.
Before engaging in any unapproved activities, or using unapproved materials or media, you
shall first submit them to us with a description of their use for our written approval. We have
30 days to approve in writing such activities, material, and media and their use. If we do not
approve any such activities, materials, media, or use in writing within such 30‐day period, such
activity, material, media, and use shall be deemed disapproved.
12.2 Advertising Fund. You acknowledge and agree that:
12.2.1 Each month, you shall pay us or our designee when due and without prior notice or demand a
non‐refundable Advertising Fee of 2% of your preceding month’s Gross Revenue for any
month in which you receive any Gross Revenue. Beginning on the earlier of (a) the 9th full
calendar month after the date you open your Franchised Business, as we determine, and (b)
the 15th full calendar month after the Agreement Date, you shall pay a minimum Advertising
Fee of $400 per month; provided, however, if you are renewing or assuming an existing
Huntington franchise agreement, the minimum Advertising Fee begins on the Agreement
Date. We have the right, but not the obligation, to waive in writing this minimum for a month,
if, in each of the prior 12 months you have paid the Advertising Fee in excess of this minimum
amount. If, during the prior 12 months, you have been in default under this Agreement or you
have not timely paid any amount due us, our affiliate, or Huntington Advertising Fund, Inc.,
then, without limiting the preceding sentence, you have no right to request we waive this
minimum. Each Advertising Fee payment shall be made by electronic payment, or, solely with
our written consent, by separate check, made payable to us or our designee, or as required in
the Manual or otherwise by us in writing. Any such electronic payment that we or our
designee do not receive on or before the 15th day of the month will be deemed overdue. Any
Advertising Fee paid by non‐electronic payment shall be paid by the 10th day of each month;
and any non‐electronic payment that we or our designee do not receive on or before the 15th
day of that month shall be deemed overdue if not postmarked by the 10th day of the month.
12.2.2 We or our designee shall control and determine the manner in which the monies in the
Advertising Fund are expended. By your execution of this Agreement, you consent to, and do
hereby become a member of, Huntington Advertising Fund, Inc. and you agree to comply with
its applicable bylaws and other governing documents now in effect and as they may be
modified from time to time. If you have agreed to participate as a director of Huntington
Advertising Fund, Inc., you shall use your best efforts to participate actively.
12.2.3 Except as otherwise described in this Paragraph 12.2, we or our designee shall spend all
contributions to the Advertising Fund and earnings thereon on market research, and on
development, production, and placement of marketing programs and materials, in any media,
in any geographic or market area, and to meet all costs of administering, directing, preparing,
placing, and paying for promotions, public relations, market research, advertising, and related
activities, including the cost of preparing and conducting television, radio, electronic media
(including email, the Internet, and Networking Media Sites), direct mail, magazine, and
newspaper advertising campaigns and public relations activities and related activities and
employing advertising agencies to assist with these activities. The Advertising Fund may be

used to cover all its and Huntington Advertising Fund, Inc.’s administrative and operating costs
and third‐party expenses, including attorneys’, accountants’, and consultants’ fees, costs, and
expenses. The Advertising Fund shall not be used to defray any of our general operating
expenses, except that the Advertising Fund shall pay us monthly 5% of the monies contributed
to it to reimburse us for administrative costs and overhead we incur in any activities related to
the administration of the Advertising Fund. The advertising and marketing used by the
Advertising Fund may provide coverage that is local, regional, national, or international in
scope. Neither we nor Huntington Advertising Fund, Inc. is obligated to spend any Advertising
Fund monies in the geographic or market area in which your Premises is located or in any
manner that is proportionate or equivalent to your contributions. You agree you may receive
no direct or indirect benefit from the Advertising Fund. If we or our licensees offer services
different from Huntington Services, the Advertising Fund may benefit them. We and our
designee shall have the right to accumulate monies in the Advertising Fund; and may
accumulate any monies in the Advertising Fund that are not spent in the year in which they
accrue. Although the Advertising Fund is intended to be of perpetual duration, we have the
right to terminate it at any time and for any reason. You agree we (a) shall retain final control
over business decisions with respect to the creative content of any advertising and marketing
used by the Advertising Fund, irrespective of which entity or party administers or controls the
Advertising Fund; (b) shall have for all time all right, title, and interest, without any
compensation to you or the Advertising Fund, of any idea, concept, material, content, images,
and item, and all copyrights thereto, developed or produced by the Advertising Fund or its
agents or vendors; (c) shall have the right to incorporate any such idea, concept, material,
content, images, and item into the System; and (d) have the right to assign such right, title,
and interest any individual or Legal Entity, including our affiliate.
12.2.4 You are not a third party beneficiary with respect to the Advertising Fund. You and we
acknowledge and agree that there shall be no formal or informal fiduciary or trustee
relationship created by this Agreement or otherwise between us and the Advertising Fund,
between us and Huntington Advertising Fund, Inc., between us and you, between you and
Huntington Advertising Fund, Inc., or otherwise. We and Huntington Advertising Fund, Inc.
have the right to use the Advertising Fund to defend, indemnify, and hold harmless the
members of Huntington Advertising Fund, Inc. and we and our affiliates and their respective
present and past directors, stockholders, officers, employees, and agents from all claims;
demands; losses; obligations; costs; attorneys’, accountants’, and consultants’ fees, costs, and
expenses; expenses; liabilities; debts; and damages resulting, directly or indirectly, from
administration of the Advertising Fund.
12.3 Advertising Cooperative Association. We have the right to form Associations and to require you to
become a member of an Association. You acknowledge and agree that:
12.3.1 We have the right to determine each Association’s membership, organization, bylaws, voting
rights, government, administration, starting date, ending date, and geographic area; and to
change, dissolve, or merge any Association. No Association activity may be undertaken
without our prior written approval. When any Association’s members vote, each member
(including any member that is the same as or similar to the Franchised Business that we or any
of our affiliates own) shall be accorded one vote, except to the extent provided otherwise by
the applicable Association’s bylaws. If any Association operates according to written
governing documents or prepares annual or periodic financial or operating statements,
projections, or budgets, the Association shall provide us and all its members these documents,
statements, projections, and budgets in a timely manner. Each Association shall permit us and
our agents to observe and participate in all its meetings and to observe all its activities. We
have the right to call Association meetings from time to time for any reason.
12.3.2 The Association of which you are a member has the right to require you pay it a non‐
refundable monthly Cooperative Advertising Fee, as determined by a majority vote of its
members, except to the extent provided otherwise by its bylaws. The Cooperative Advertising
Fee paid by you and any other amount that you, we, or any other individual or entity pay to

the Association shall be maintained and administered solely in accordance with the agreement
establishing the Association. You shall pay the Cooperative Advertising Fee to the Association
by the 10th day of each month for the preceding month, as determined by a majority vote of
the Association’s members, except to the extent provided otherwise by the Association’s
bylaws. By the 10th day of each month you shall submit to the Association and to us the
statements and reports the Association and we require. Cooperative Advertising Fees may be
expended to meet any costs of placement and conduct of advertising and marketing programs
in any media determined in accordance with the Association’s bylaws. You agree you may
receive no direct or indirect benefit from the Association. All Association members have the
right to vote on all its expenditures, except to the extent provided otherwise by the
Association’s bylaws. If you pay any Cooperative Advertising Fee to your Association, then, to
the extent such payments do not exceed the aggregate amount of monies you are required to
expend on local advertising under Paragraph 12.1.2 above, such payments shall be credited
against such monies. You agree you may receive no direct or indirect benefit from the
Association.
12.3.3 If we establish an Association that is applicable to you as of the Agreement Date or during the
Term, you shall immediately execute such documentation as required in writing by us and
become a member of such Association and comply with the applicable Association’s bylaws
and other governing documents for such Association, including payment of any required
Cooperative Advertising Fee. Your failure to pay any fee required by the Association or to
perform any legal act required by such Association shall be a material breach of this
Agreement. We shall have the right, but not the obligation, to enforce any obligation owed by
you to the Association on the Association’s behalf; and, in such event, the Association shall
indemnify us against any action, claim, judgement, or penalty in connection with our
enforcement of such obligation.
12.3.4 No promotional or advertising plans or materials may be used by any Association or furnished
to its members by the Association without our prior written approval. All such plans and
materials shall be submitted to us for our approval in accordance with the procedure set forth
in Paragraph 12.1 above. We do not represent or warrant that any such approval of any such
plans or materials will benefit the Association, you, or any other Association member.
12.3.5 The Association may not change its bylaws, unless we approve such change in advance in
writing. The Association shall submit all proposed changes to its bylaws to us for our prior,
written approval. We have 30 days to approve any proposed change in writing. If we do not
approve any proposed change in writing within such 30 days, it is deemed disapproved. The
Association’s bylaws shall not thereafter be changed or modified, without our prior written
approval. The Association shall be responsible, at its expense, to conform its bylaws and
corporate documents to all applicable laws, rules, and regulations, to obtain all required or
permitted permits, and to pay all applicable taxes and fees that may be required by federal,
state, or local laws, ordinances, or regulations. The Association shall pay us all our costs and
expenses related to any review of any proposed change to the Association’s bylaws or any
other Association document we conduct, including our attorneys’, accountants’, and
consultants’ fees and costs. We do not warrant or represent that any bylaws or other
Association document comply with any requirement, rule, or regulation imposed by any law or
governmental agency.
12.4 Advertising Materials. We may furnish you advertising and promotional materials in the manner and
with the frequency we determine for your use at the Franchised Business and we may charge you a fee
for the cost of preparation and production of such materials. We have the right to provide all such
materials to you using solely the English language.
12.5 Web Site. We have the right, but not the obligation, from time to time, (a) to establish one or more
Web Sites; (b) to modify any Web Site; (c) to discontinue any Web Site; (d) to offer Huntington Services
for sale on the Web Site; (e) to offer eTutoring, Home Tutoring, and any other services and products for
sale on any Web Site; (f) to develop and discontinue relationships with any other web sites, including

any web site you own or maintain in connection with the Franchised Business; (g) to market and
advertise on any Web Site and on the Internet and on any other web site and on any other public or
other computer network; (h) to recruit and contract with advertisers to advertise on any Web Site; (i)
to do all things necessary to accomplish the foregoing, including obtaining, maintaining, and
terminating domain names and home page addresses; and (j) we may perform any of the foregoing in
any geographic or market area, including within your Exclusive Area. We shall be, and at all times
remain, the sole owner of all Web Sites and all material, content, images, and pages of all Web Sites
and all copyrights thereto, and we have the right to assign such ownership to an individual or Legal
Entity, including any of our affiliates. You shall use our Web Site in the manner and with the frequency
we require in the Manual or in writing from time to time. You shall not establish or maintain any web
site or otherwise maintain a presence or advertise on the Internet or any other public or other
computer network in connection with the Franchised Business, without our written permission. You
agree that you may receive no benefit from any of the foregoing; and that the foregoing may compete
with the Franchised Business. If you establish or maintain any web site or otherwise maintain a
presence or advertise on the Internet or any other public or other computer network in connection
with the Franchised Business, then you agree to comply with each of the following requirements in
connection with such web site, and all other applicable requirements that we set forth in the Manual or
otherwise in writing from time to time: You may only use materials, pages, images, and content on
such web site that we have approved in advance in writing. You shall promptly incorporate on, and
remove from, such web site any information we require in the manner and within the time period
specified in the Manual or otherwise in writing from time to time. You shall pay all costs and expenses
associated with such web sites, including any initial, ongoing, and maintenance costs. If such web site
is linked with the a Web Site or with the web site of any of our other franchisees or any Association or
with any franchised business operated by one of our franchisees or by us or by any of our affiliates, we
have the right to apportion the costs and expenses of the linked site to you in a manner we determine;
you shall provide on such web site all hyperlinks or other links we require in the Manual or in writing
from time to time; and remove from such web site any hyperlink and other links we require in the
Manual or in writing from time to time. You may not post or include any confidential information
(including confidential information described in Paragraphs 8.7 and 10.2 above) or any of our or other
copyrighted material or information on such web site, without our prior written approval, which we
may withhold for any business reason. You shall not discontinue such web site without our prior
written permission; and you shall discontinue such web site immediately upon our written notice to
you. If you wish to modify such web site, you shall first request and receive our prior written approval;
we may furnish you with materials, pages, images, and content for such web site at your expense. If
we furnish you with materials, pages, images, or content for such web site, you shall adapt and use
them in the manner we require in writing; we shall be, and at all times remain, the sole owner of all
such web sites and all material, content, images, and pages of such web sites and all copyrights
thereto, and we have the right to assign such ownership to any individuals or Legal Entity, including any
of our affiliates; you shall obtain our prior written approval for each Internet domain name and home
page address you use in connection with each such web site. We shall be, and at all times remain, the
sole owner of all domain names and home page addresses for all such web sites. You shall execute all
documents we require in connection with all such web sites; and you hereby appoint us or our
nominee as your attorney‐in‐fact to execute such documents on your behalf if you fail to do so. We
have the right to file an original counterpart or a copy of this Agreement with any court, arbitrator, or
agency as written evidence of the appointment by you of us or our nominee to be your attorney‐in‐fact
with regard to this matter; and you shall not make any posting or other contribution to a Networking
Media Site relating to us, the System, the Marks, or the Franchised Business that (a) is derogatory,
disparaging, or critical of us, (b) is offensive, inflammatory, or indecent, (c) harms the goodwill or public
image of the System or the Marks, or (d) violates our policies relating to the use of Networking Media
Sites described in the Manual or otherwise in writing by us from time to time.
12.6 Additional Expenditures; School Visits. In addition to the other requirements in this Paragraph 12,
you are encouraged to expend additional funds on marketing and advertising. Further, you are
encouraged to conduct visits to schools to market Huntington Services continually throughout the
Term, except (a) to schools located in the territory of any other franchisee operating under a

Huntington franchise agreement in which a territory has been granted (unless otherwise permitted by
us in writing), or (b) as otherwise restricted herein.
13 INSURANCE
13.1 Minimum Insurance. Before you begin any operations under this Agreement and continually during
the Term, you agree to secure and to maintain in full force and effect, at your sole expense, an
insurance policy or policies insuring you, us, and your and our respective present and past officers,
directors, partners, agents, and employees against any demand or claim with respect to personal
injury, death, or property damage, or any loss, liability, or expense whatsoever arising or occurring
upon, or in connection with, the Franchised Business. Such an insurance policy or policies shall comply
with the minimum insurance described in the Manual or our then‐current insurance requirements
form; provided, however, we have the right to modify, add to, increase, or delete from, such insurance
requirements from time to time in writing. We do not represent that such insurance will insure you
against any insurable risk. Your obligation to obtain and maintain the insurance policy or policies in the
amounts required in this Agreement, the Manual, or otherwise in writing by us from time to time shall
not be limited in any way by reason of any insurance that we may maintain, nor shall your performance
of that obligation relieve you of any liability under the indemnity provisions set forth in Paragraph 19.5
below.
13.2 Requirements. If you fail to obtain or maintain such minimum insurance required in Paragraph 13.1
above, we have the right, but not the obligation, to obtain, through companies or agents of our own
choosing and on your behalf, such minimum insurance; and, upon our written demand, you shall pay us
immediately the cost of such minimum insurance and our out‐of‐pocket costs in connection with our so
acting. All insurance policies and all certificates of insurance covering your Franchised Business shall
name us as an additional insured and shall provide that we be given at least 10 days written notice of
any termination, amendment, cancellation, or modification of such policies. You shall provide us and, if
we require, our designee with certificates of insurance evidencing such insurance (a) no later than 10
days before you begin operating your Franchised Business; (b) after any modification of, addition to, or
deletion from, such insurance; (c) within 60 days after the end of each calendar year; (d) upon renewal
of such insurance; (e) 30 days before such insurance’s expiration date; and (f) immediately upon our
written request. You agree that failure to obtain such minimum insurance required in Paragraph 13.1
above is a material breach of this Agreement; and failure to name us as an additional insured as
required in this Paragraph 13.2 is a material breach of this Agreement.
14 TRANSFER OF INTEREST
14.1 Your Transfer. This Agreement is personal to you. We enter into this Agreement in reliance upon, and
in consideration of, your or your Franchisee Members’ skills, qualifications, and representations and
the trust and confidence we repose in you or your Franchisee Members. Neither you nor any of your
Franchisee Members may Transfer any interest in the Franchisee, this Agreement, or any of the assets
of your business, without first obtaining our written approval and complying fully with the terms of this
Paragraph 14. Neither you nor any of your Franchisee Members may Transfer any interest in the
Franchisee, this Agreement, or any of the assets of your business to (a) a trust; or (b) any person who is
at that time or was within one year before the Transfer Date, employed by us or any of our affiliates.
Any purported Transfer not having our prior, written consent shall be null and void and shall constitute
a material breach of this Agreement, for which we may immediately terminate, without opportunity to
cure. You agree that, if you have notified us of a proposed Transferee, we shall have the right to give
such proposed Transferee all information and records in our possession on you and your Franchised
Business, including financial and operating information and records; and you shall indemnify us against
any claim by the proposed Transferee pursuant to such information and records.
14.2 Conditions for Your Transfer. You shall give us written notice of any proposed Transfer at least 30 days
before the Transfer Date, together with full payment of the Transfer Fee required under Paragraph
14.2.13 below. Such notice shall provide the following: (a) the name and physical and email addresses

of the proposed Transferee and the price and terms of the Transfer and a copy of the proposed sales
contract with all its attachments, if any; (b) a complete and accurate description of the ownership
interest proposed for Transfer using our then‐current franchisee ownership description form; (c) any
related information and documentation we reasonably request; and (d) the proposed Transfer Date.
We shall have 30 days from receipt of such notice and the Transfer Fee, and receipt of all information
and documentation requested by us under this Paragraph 14.2 to approve or disapprove the Transfer
or exercise our right of first refusal as described in Paragraph 14.4 below. If we do not approve the
Transfer within such 30‐day period, then the Transfer is not approved. Any such approval shall be in
writing and shall be effective for 30 days. If the Transfer is not completed within 30 days of your receipt
of our written approval, such approval shall be deemed withdrawn without notice. We may, in our sole
and absolute discretion, require any or all of the following as conditions of our approval of any
Transfer, each of which is a material condition to the Transfer:
14.2.1 The proposed Transferee (if a partnership, its managing general partner or partners; if a
limited liability company, its members or managers; or, if a corporation, its principal officers,
shareholders, and directors) is approved as a franchisee under our standards then in effect,
including requirements about (a) financial condition, (b) character, (c) managerial
commitment, (d) fluency in reading, writing, and speaking the English language, and (e) other
conditions and standards that we may then be applying to new franchisees;
14.2.2 The consideration or payment terms offered by a proposed Transferee are not excessive or
unreasonable, based on your Gross Revenue or the gross revenue of other franchised
businesses, in our reasonable business judgment;
14.2.3 The proposed Transferee shall have completed our initial training program for new
franchisees; or shall have agreed, in writing, to complete such training within a time period
satisfactory to us;
14.2.4 At our option, the proposed Transferee shall have assumed in writing for our benefit all your
obligations under this Agreement or, unless we exempt in writing, the proposed Transferee
shall execute our then‐current franchise agreement, which may include no or a smaller
exclusive area (as solely we determine), higher fees, and other and different fees, and terms
and obligations significantly different from, in addition to, and less favorable than granted to
you in this Agreement; except its term shall be for the unexpired Term, and the Transferee
shall pay us continuing royalty and advertising fees at the highest rate contained in our then‐
current franchise agreement. Your franchise’s designation as a Standard or an Expanded
Franchise survives transfer. The Transferee shall pay us an initial franchise fee of $17,000 in
connection with the purchase of the transferor’s franchised business;
14.2.5 If the proposed Transferee or any of its affiliates has executed a franchise agreement with us,
then (1) neither the proposed Transferee nor any of its affiliates shall be in default of any such
franchise agreement; and (2) all of the proposed Transferee’s and its affiliates’ obligations to
us and our affiliates (including monetary obligations) shall be fully satisfied at, or before, the
Transfer Date;
14.2.6 You shall not be in default of this Agreement; and neither you nor any of your affiliates shall
be in default under any agreement between you or any of your affiliates and us or any of our
affiliates. All obligations of you and all your affiliates to us and our affiliates (including
monetary obligations), whether arising under (a) this Agreement; (b) any agreement between
you or any of your affiliates and us or any of our affiliates; (c) or otherwise, shall be fully
satisfied at, or before, the Transfer Date;
14.2.7 Your Franchised Business shall comply fully with our then‐current standards and specifications,
including standards for insurance, location, location lease, signs, graphics, facility, curriculum,
furniture, fixtures, carpeting, lighting, equipment (including Internet, Internet connections,

telecommunications equipment, computer equipment, audio and video equipment, and

related software), computer and other software, and leasehold improvements. If, in our sole
opinion, your Franchised Business does not comply fully with our then‐current standards and
specifications, then we have the absolute right to require you conform your Franchised
Business fully to such standards and specifications, before we approve the Transfer; and you
shall indemnify us against any claim, including any claim by the Transferee in connection with
any such decision to require your full compliance with such standards and specifications. You
agree to pay us promptly upon demand all our fees, costs, and expenses related to any review
we may conduct of the drawings and specifications of the Premises. Our approval of the
Transfer shall not relate to your obligations with respect to any federal, state, and local laws,
codes, and regulations including the applicable provisions of the ADA regarding the
construction, design, and operation of the Premises, which shall be your sole responsibility.
You acknowledge you may have to make substantial expenditures for such upgrading;
14.2.8 Before or at the time the Transfer becomes effective, you, your Guarantors, the proposed
Transferee, and we shall execute our then‐current consent to transfer agreement, which
agreement shall contain a Release;
14.2.9 When you notify us of your intent to Transfer and as of the Transfer Date, you and each of
your Franchisee Members and Guarantors shall execute the Release, to the extent not
prohibited by applicable law. If you or any of your Franchisee Members or Guarantors fail, for
any reason to execute the Release, the Transfer shall be deemed ineffective, void, and of no
force or effect;
14.2.10 You shall remain liable for all your obligations under this Agreement before the Transfer Date
and all provisions of this Agreement that, by their nature, survive the expiration or
termination of this Agreement (including Paragraphs 10, 16, and 16.4hereof), and, at your sole
cost, you shall execute promptly all instruments we request to evidence such liability. You and
all Guarantors understand, acknowledge, and agree that the Guarantors will be secondarily
liable for the Transferee’s performance under its franchise agreement; provided, however,
that this secondary liability will cease on the earlier of: (a) the end of the term of the
Transferee’s franchise agreement; or (b) one year after the Transfer. You and the Guarantors
understand, acknowledge, and agree that nothing in this Agreement shall release you or them
from any of your or their obligations under the Franchise Agreement or the Transferee’s
obligations under its franchise agreement, or the obligations of the Transferee’s Franchisee
members under the guarantee agreement executed by such members.
14.2.11 You shall have first offered to sell such interest to us, if required under Paragraph 14.4 below;
14.2.12 If the proposed assignment is to a Legal Entity formed solely for convenience of your
ownership, the Transferee Legal Entity shall assume and agree to be bound by, and to perform
all the terms of, this Agreement, and, during the Term, shall never be in any business other
than operation of your Franchised Business;
14.2.13 Except as described in Paragraph 14.5 below, you shall pay us a Transfer Fee of the greater of
(a) $15,000 or (b) 35% of our then‐current, maximum non‐discounted initial franchise fee
being charged to new franchisees; provided, however, that the Transfer Fee shall be waived
for any Transfer within 90 days of the Agreement Date to a Legal Entity formed solely for the
convenience of ownership; and shall be $1,000 for any Transfer of a non‐controlling interest
(as determined by us) (a) to an existing Franchisee Member; (b) to a full‐time staff member (as
defined in the Manual or in writing by us from time to time) of your Franchised Business; or (c)
from a Franchisee Member to that Franchisee Member’s spouse or natural or adopted
children. The Transfer Fee is the same for both Standard and Expanded Franchises. You shall
pay all broker fees in connection with any Transfer, including any broker fees due to our
exercise of our right of first refusal under Paragraph 14.4 below. For any Transfer hereunder,

you shall pay us all our costs and expenses associated with the Transfer (including attorneys’,
accountants’, consultants’ and brokers’ fees, costs, and expenses). The Transfer Fee shall be
deemed fully earned by us and is not refundable, if the Transfer is completed. If we
disapprove the Transfer or if we approve the Transfer and the Transfer is not completed as
described in this Paragraph 14, 25% of the Transfer Fee shall be earned in full by us and not
refundable and the balance shall be refunded, or, at our option, credited to any amount owed
by you or any of your affiliates to us or any of our affiliates. For any Transfer to a full‐time
staff member other than a Franchisee Member, the transferor and Transferee shall provide, in
language we approve in writing before the Transfer Date, that any interest Transferred to such
staff member shall be Transferred back to the transferor or you within 30 days after the staff
member ceases to be a full‐time employee at the Franchised Business. Such staff member
shall have been working for you for at least one year on a full‐time basis before the Transfer.
Such Transfer back to the transferor or you shall be subject to the provisions of this Paragraph
14. You shall notify us in writing within 5 days after such staff member ceases to be a full‐time
employee at the Franchised Business.
14.3 No Encumbrance. Neither you nor any of your affiliates shall pledge, mortgage, give as a security for
an obligation, or otherwise encumber any interest in (a) the Franchisee, (b) this Agreement, (c) the
Franchised Business, (d) any assets of the Franchised Business, or (e) any agreement between you or
any of your affiliates and us or any of our affiliates, without our prior written consent and we have the
absolute right to refuse our consent for any or no reason. We have the right to require, as a condition
of our consent, that, if you or any of your affiliates default under any documents related to the pledge,
mortgage, security interest, or encumbrance, we shall have the right and option, but not the obligation,
to be substituted as obligor to the secured party and to cure any such default; and, if we exercise such
option, any acceleration of indebtedness due to default by you or any of your affiliates shall be void.
Before the effective date of the encumbrance, you shall pay us all of our related out‐of‐pocket fees,
costs, and expenses, including attorneys’, accountants’, and consultants’ fees, costs, and expenses. In
connection therewith, all Franchisee Members and Guarantors shall execute the Release, to the extent
not prohibited by applicable law.
14.4 Right of First Refusal. If you as Franchisee, any Franchisee Member, or any party owning any of the
interest in, or asset of, your Franchised Business, desire to accept any offer from any party to purchase
such interest or asset or to make any Transfer under this Paragraph 14, the provisions of this Paragraph
14.4 shall apply, unless such Transfer (a) is within 90 days of the execution of this Agreement to a Legal
Entity formed by you for the convenience of ownership; (b) is made pursuant to Paragraph 14.5 below;
or (c) is a Transfer of a non‐controlling interest in the Franchisee, as we reasonably determine: (1) to an
existing Franchisee Member; (2) to a full‐time staff member (as defined in the Manual or otherwise in
writing by us from time to time) of your Franchised Business; or (3) from a Franchisee Member to that
Franchisee Member’s spouse, natural or adopted children. Such staff member shall have been working
for you for at least one year on a full‐time basis before the Transfer. You agree: (a) you shall notify us
of the proposed Transfer and provide us with such information and documentation as we require,
including that required in this Paragraph 14; (b) we shall have the option, exercisable within 30 days
after our receipt of all such written notification and required information and documentation, to send
written notice to the seller that we intend to purchase the seller’s interest or asset on the same terms
and conditions offered to the proposed Transferee; (c) if we elect to purchase the seller’s interest or
asset, you shall indemnify us against any claim by the proposed Transferee pursuant to such exercise.
Closing on such purchase shall occur within 30 days from the date of notice to the seller of our election
to purchase, or at such later date when our conditions to closing are satisfied or when we agree to
waive such conditions upon our exercise of our right of first refusal; (d) if we elect not to purchase the
seller’s interest or asset, any change thereafter in the terms of the offer from a proposed Transferee
shall constitute a new offer subject to the same rights of first refusal by us as in the case of the
proposed Transferee’s initial offer. Our failure to exercise the option afforded by this Paragraph 14.4
shall not constitute a waiver of any provision of this Agreement, including all of the requirements of
this Paragraph 14, with respect to any other proposed Transfer; and (e) if the consideration, terms, or
conditions offered by a proposed Transferee are such that we, in our sole determination, may not be

required or able to furnish the same consideration, terms, or conditions, then we may purchase the
interest proposed to be sold for its equivalent in cash. If you and we cannot agree within 30 days on
the reasonable equivalent in cash of the consideration, terms, or conditions offered by the third party,
then we shall designate an independent appraiser, and the appraiser’s determination of the
appropriate consideration shall be binding. You and we shall bear the expense of the appraisal equally.
14.5 Incapacity. Upon the Incapacity of any person with an interest in this Agreement, in you, or in all or
substantially all of the assets of the Franchised Business, the representative or attorney in fact of such
person shall promptly notify us and shall Transfer such interest to a third party we approve (a) before
the Expiration Date or (b) within 240 days after such Incapacity, whichever occurs first. During the
period between such Incapacity and such Transfer, such executor, administrator or personal
representative shall fulfill the obligations of such person hereunder; and any failure to do so shall
constitute a default under this Agreement for which we may terminate this Agreement immediately
upon written notice to you or to such person’s heirs or beneficiaries or to such person’s executor,
administrator, or personal representative. In the case of Transfer by will or intestate inheritance, if the
heirs or beneficiaries of any such person are unable to meet the conditions in this Paragraph 14, the
executor, administrator, or personal representative of the decedent shall still Transfer the decedent’s
interest to another party approved by us (a) before the Expiration Date or (b) within 240 days after
such Incapacity, whichever occurs first, which disposition shall be subject to all the terms and
conditions for Transfers contained in this Agreement. If the interest is not so Transferred or assigned
(a) before the Expiration Date or (b) within 240 days after such Incapacity, whichever occurs first, we
may terminate this Agreement immediately upon written notice to you. The date of a person’s
Incapacity shall be determined in writing by such person’s physician; and you or such person’s
executor, administrator, or representative shall obtain such determination and deliver it to us
immediately upon the occurrence of the Incapacity. For all Transfers under this Paragraph 14.5, you
shall pay us a non‐refundable Transfer Fee of $1,000, plus all our related out‐of‐pocket costs and
expenses, including attorneys’, accountants’, and consultants’ fees, costs, and expenses.
14.6 Offerings. You may not be publicly held, except with our prior written consent, which we may withhold
in our sole and absolute discretion for any or no reason. All materials required for any offering of
partnership interests, membership interests, or securities in you by federal or state law shall first be
submitted to us by the offeror for review before filing with any government agency; and any materials
to be used in any exempt offering shall be submitted to us for review before their use. No offering will
imply, by use of the Marks or otherwise, that we are participating in an underwriting, issuance, or
offering of securities of either you or us; and our review of any offering will be limited solely to the
subject of the relationship between you and us. You and the other participants in the offering shall
indemnify fully the Franchisor Entities in connection with the offering. For each proposed offering, you
shall pay us a non‐refundable fee of $50,000 plus all our related out‐of‐pocket costs, including
attorneys’, accountants’, consultants’, and investment bankers’ fees, costs, and expenses, in addition
to the fees described in this Paragraph 14. You shall give us written notice at least 120 days before the
date of commencement of any transaction covered by this Paragraph 14.6, which transaction shall be
subject to our right of first refusal as provided in this Paragraph 14.
14.7 Assignment by Us. We have the absolute right to transfer, assign, or sell, by agreement or by law,
directly, indirectly, or contingently, this Agreement and any right and obligation under this Agreement
to any individual or Legal Entity, including any individual or Legal Entity providing products or services
the same as, or similar to, those provided at a Franchised Business.
15 DEFAULT AND TERMINATION
15.1 Defaults that Cannot Be Cured. We have the absolute right, at our option, to terminate this
Agreement and all rights granted hereunder, upon any of the following defaults by you, without giving
you an opportunity to cure the default and without prejudice to any of our other rights or remedies
provided by law or this Agreement, effective immediately upon the provision of notice to you or at
such later time as indicated in such notice, if:

15.1.1 You fail to complete successfully the initial training program, as provided in Paragraph 7.1
above;
15.1.2 You or any party makes any Transfer or purported Transfer in violation of Paragraph 14 of this
Agreement;
15.1.3 You, any of your Franchisee Members or Guarantors, your spouse, or any spouse of any of
your Franchisee Members or Guarantors use or disclose any of the Manual or any of our
confidential information or trade secret in violation of this Agreement;
15.1.4 You, any of your Franchisee Members or Guarantors, your Manager, your spouse, or any
spouse of any of your Franchisee Members or Guarantors, or any employee having access to
any of our confidential information, violate any of the covenants described in Paragraph 17
below, or fail to execute, or to obtain execution of, the covenants required in Paragraph 10.2
above or Paragraph 17.7 below;
15.1.5 You do not keep your Franchised Business open for operation for 5 consecutive business days;
or you lose possession of your Premises; or you lose or forfeit the right to do or transact
business in the jurisdiction in which your Franchised Business is located. However, if your
failure to keep your Franchised Business open for operation for 5 consecutive business days is
caused by events not under your reasonable control (including fire, flood, natural disasters,
acts of terrorism, boycotts, strikes, acts of God, governmental acts or orders, and civil
disorders), then such failure shall not be deemed a default under this Paragraph 15.1.5,
provided you notify us in writing immediately and you take all action we reasonably require to
reopen your Franchised Business. Further, if, through no fault of your own, you lose
possession of your Premises, or the Premises is damaged or destroyed by an event such that
repairs or reconstruction cannot be completed within 60 days thereafter, then you shall have
30 days after such event or loss of possession in which to apply in writing for our approval to
relocate or reconstruct the Premises;
15.1.6 You become insolvent or make a general assignment for the benefit of creditors; or you file a
petition in bankruptcy; or a petition is filed against, and consented to, by you; or you are
adjudicated a bankrupt; or a bill in equity or other proceeding for the appointment of a
receiver of you or other custodian for your business or assets is filed and consented to by you;
or a receiver or other custodian (permanent or temporary) of any part of your assets or
property or the assets or property of any of you is appointed by any court of competent
jurisdiction; or proceedings for a composition with creditors under any state or federal law is
instituted by, or against, you; or a final judgment against you remains unsatisfied of record for
30 days or longer (unless supersedeas bond is filed); or execution which would materially
affect your Franchised Business is levied against you, your Franchised Business, or any of your
property; or suit to foreclose any lien or mortgage against your Franchised Business premises
furniture, fixtures, or equipment is instituted against you and not dismissed within 30 days; or
the real or personal property of you is sold after levy upon it by any sheriff, marshal, or
constable. Upon any of these happenings, this Agreement is not, and shall not be deemed, an
asset subject to sale, levy, lien, or transfer and we have the absolute right immediately to
terminate this Agreement as of such event;
15.1.7 The unappealed conviction in a court of competent jurisdiction of you or any of your
Franchisee Members or Guarantors of an indictable offense punishable by a term of
imprisonment of one year or more; or misconduct relevant to the operation of your
Franchised Business; or misconduct that impairs the goodwill associated with the Marks; or of
any civil activity, criminal activity, or misconduct involving any person under the age of 19;
15.1.8 You (a) maintain false books, records, or financial or operating statements; (b) submit false

reports or statements to us; or (c) submit financial or operating reports or statements that
understate Gross Revenue or enrollment by 3% or more or are otherwise substantially
incorrect;
15.1.9 You misuse or make any unauthorized use of the Marks or any other identifying characteristics
of the System, or otherwise impair the goodwill associated therewith or our rights therein;
15.1.10 You are notified of three or more of the same or similar defaults within a 12‐month period
(whether or not these defaults are cured). If this occurs, we have the absolute right to
terminate this Agreement immediately upon, or anytime after, your receipt of the notice of
the occurrence of the third such default, and we are not obligated to give you an opportunity
to cure the third such default;
15.1.11 During the Term, you are notified of four or more of the same or similar defaults (whether or
not these defaults are cured). If this occurs, we have the absolute right to terminate this
Agreement immediately upon, or anytime after, your receipt of the notice of the occurrence
of the fourth such default, and we are not obligated to give you an opportunity to cure this
fourth such default;
15.1.12 You relocate your Premises without complying fully with the provisions of Paragraph 4.7 above
or without our prior written approval; or
15.1.13 Your Gross Revenue fails to equal or exceed the minimum Gross Revenue requirement
required in Paragraph 4.8 above.
15.2 Defaults that Can Be Cured. Except as otherwise provided in Paragraph 15.1 above, upon any other
default by you under this Agreement, we have the absolute right, at our option, and without prejudice
to any of our other rights or remedies provided by law or this Agreement, to terminate this Agreement
and all rights granted hereunder, effective immediately upon the provision of notice to you; provided,
however, that you may avoid termination by immediately initiating a remedy to cure such default,
curing it to our satisfaction, and by promptly providing proof thereof us within the lesser of 30 days or
the period specified below. If any such default is not cured within the specified time, or such longer
period as applicable law may require, this Agreement shall terminate without further notice to you,
effective immediately upon the expiration of such 30‐day period (or such shorter notice period as
specified below) or such longer period as applicable law may require. Defaults that are susceptible of
cure hereunder include the following illustrative events:
15.2.1 You fail to comply with any material term or condition of this Agreement, as it may be
supplemented by the Manual;
15.2.2 You fail to submit any financial, operating, or informational statement, as required under this
Agreement;
15.2.3 You fail to pay us and our affiliates when due any Continuing Royalty, Advertising Fee, or other
fee or payment required under this Agreement after 10 days written notice to pay such
overdue amount;
15.2.4 You submit any information to us, to any governmental authority, or to any financial
institution that contains any materially inaccurate, incomplete, or misleading statement, or
omits any material fact needed to make the submission not misleading. Information is
material if it has a value in excess of $10,000, causes or could cause any Gross Revenue loss or
gain in excess of $10,000, impairs the Marks, or is otherwise material;
15.2.5 You fail to comply with any applicable federal, state, or local law or regulation after you
receive notice from a governmental agency and any permitted opportunity to comply;

15.2.6 You fail to locate an Approved Location or to construct and open the Franchised Business
within the time limits provided in Paragraph 4.4 above;
15.2.7 You fail to maintain a Premises that meets our standards for conduct of your Franchised
Business or to operate or maintain your Franchised Business in accordance with this
Agreement within 5 days written notice to correct such default;
15.2.8 You fail to sell or provide any Huntington Service after 5 days written notice to correct this
default;
15.2.9 You sell or provide any product or service from the Franchised Business that is not part of
Huntington Services or the System. You shall cease the sale of such products or services
immediately upon written notice or within the period required by such notice;
15.2.10 You fail to maintain or observe any of the standards, specifications, procedures, or policies we
prescribe in this Agreement, the Manual, or otherwise in writing;
15.2.11 You fail, refuse, or neglect to obtain our prior written approval or consent as required by this
Agreement;
15.2.12 You or any of your Franchisee Members engage in any business or market any service or
product under a name or mark that, in our opinion, is confusingly similar to the Marks;
15.2.13 You deny us the right to examine, inspect, or audit your Franchised Business in accordance
with this Agreement;
15.2.14 Your Manager fails to complete the initial training program, as provided in Paragraph 7.1
above;
15.2.15 You do not train your full‐ and part‐time employees in such manner as provided under this
Agreement; or you use, or participate in, any training program we have not approved in
writing;
15.2.16 A threat or danger to public health or safety results from the construction, maintenance, or
operation of the Franchised Business;
15.2.17 You fail to obtain or maintain a lease or sublease for, or you fail to purchase, the Premises; or
you fail to deliver a copy of such lease or sublease to us; or you fail to deliver a fully‐executed
copy of our then‐current form of Conditional Assignment (if applicable); or you fail to comply
with all terms of such lease or sublease; or you terminate, renew, amend, modify, or assign
such lease or sublease, or sublet the Premises, without first obtaining our written approval;
15.2.18 You fail to spend on opening advertising in the manner and within the time period after you
open your Franchised Business the amount required in Paragraph 12.1.1 above;
15.2.19 You fail to spend the minimum amounts required on Local Media for Huntington Services, as
required by Paragraph 12.1.2 above;
15.2.20 You fail at any time during the Term to list your Franchised Business in any electronic or non‐
electronic telephone directory commonly called the “White Pages” and “Yellow Pages” in the
manner and as required by Paragraph 12.1.3 above;
15.2.21 You use any advertising or promotional materials, engage in any advertising or promotional
activities, or advertise or promote in any print, broadcast, cable, electronic, computer, or

other media (including email and the Internet), in a manner we have not approved, as
described in Paragraph 12.1.4 above;
15.2.22 You fail to obtain minimum insurance or you fail to name us as an additional insured as
required in Paragraph 13 above;
15.2.23 You fail to pay to any customer any refund properly due and owing to that customer within 30
days of demand by that customer, or within such other time period as we may require in the
Manual or from time to time in writing, as required in Paragraph 8.6 above; and
15.2.24 You fail to pay promptly when due all monies due and owing to all suppliers of products and
services to the Franchised Business, including your landlord.
15.2.25 You fail to apply to become accredited, as required in Paragraph 8.8 above.
15.3 Cross Default. Any default by you under any other agreement between us or our affiliates as one party
and you or any of your Franchisee Members or any of your or their affiliates as the other party that is
so material as to permit the us terminate, or declare a default under, such other agreement shall be
deemed to be a default of this Agreement, and we shall have the right, at our option, to terminate this
Agreement, effective immediately upon notice to you.
15.4 Limits. The description of any default in any Franchisor notice to you shall not preclude us from
specifying additional or supplemental defaults in any action or proceeding under this Agreement.
15.5 Limitation of Services or Benefits
15.5.1 If you are in receipt of a notice of default issued (a) under Paragraph 15.1 above, or (b) under
Paragraph 15.2 above and have not cured within the time period required or permitted in
such notice, you agree we have the right, in our sole and absolute discretion, temporarily or
permanently, fully or partially, to limit, curtail, or remove certain services or benefits provided
or required to be provided to you under this Agreement or under any other agreement
between you and us in lieu of exercising our right to terminate this Agreement pursuant to its
terms, including: (a) to terminate or limit your right to use or your use of some or all of the
Software; (b) to refuse to provide you with any modifications, additions, or deletions to the
Software; (c) to refuse to provide you with advice about the Software; (d) to terminate or limit
your right to use or your use of some or all of the Phone Number; (e) to terminate, limit, or
refuse to route to your Franchised Business calls received through the Phone Number; (f) to
refuse to provide you with advice about the Phone Number; (g) to restrict you or any of your
staff from attending any initial training, continuing or occasional training, meetings,
workshops, or convention; and to refuse to provide you with any training material; (h) to
refuse to sell or furnish to you any supplies, materials, educational materials, or advertising
and promotional materials; (i) to refuse to provide you any advice about the operation of your
Franchised Business or delivery of Huntington Services; (j) to refuse any request by you to
approve your use of any product or service not in the Manual; (k) to refuse any request by you
to approve your use of any advertising or promotional materials or activities; (l) to prohibit or
limit you from participating on any Franchisee Council or Huntington Advertising Fund, Inc.;
(m) to deny or limit you access to any Web Site and any extranet site we maintain; (n) to
remove or delete any information about your Franchised Business from any Web Site and any
extranet site we maintain; and (o) to deny or limit your access to any Email Account we have
established.
15.5.2 You agree that we may reinstate at any time any services or benefits removed, curtailed,
refused, or limited under this Paragraph 15.5 in our sole and absolute discretion and you
hereby agree to accept immediately any such reinstatement of any services or benefits so
removed, curtailed, refused, or limited; and, if we reinstate any services or benefits, we have

no obligation to provide you any service or benefit previously removed, curtailed, refused, or
limited pursuant to this Paragraph 15.5.
15.5.3 You agree that, if we limit any services or benefits under this Paragraph 15.5, you shall
continue to pay timely all fees and payments required under this Agreement and any other
agreement between you or any of your affiliates and us and any of our affiliates, including any
fees associated with services or benefits we remove, curtail, refuse, or limit. You shall have no
right to a refund of any fees paid in advance for such services or benefits.
15.5.4 You acknowledge and agree that our exercise of our rights under this Paragraph 15.5 shall not
be deemed a constructive termination of this Agreement or of any other agreement between
you or any of your affiliates and us, and shall not be deemed a breach by us of any provision of
this Agreement or of any provision of any other agreement between you or any of your
affiliates and us or any of our affiliates.
15.5.5 You acknowledge and agree that: We shall not be liable for any loss, expense, or damage you
or the Franchised Business incur because of any action we take under this Paragraph 15.5; we
are not obligated to reimburse or compensate you in any way for any service or benefit
removed, curtailed, refused, or limited under this Paragraph 15.5; and you shall indemnify and
hold harmless us and our affiliates and our and their respective present and past directors,
stockholders, officers, employees, and agents from and against all claims; demands; losses;
obligations; costs; attorneys’, accountants’, and consultants’ fees, costs, and expenses; court
costs; expenses; liabilities; debts; and damages of every kind and nature resulting or arising,
directly or indirectly, from any action we take under this Paragraph 15.5.
15.5.6 Nothing in this Paragraph 15.5 constitutes a waiver of any of our rights or remedies under this
Agreement or at law or in equity or under any other agreement between you and us, including
the right to terminate this Agreement under Paragraph 15 hereof.
16 OBLIGATIONS UPON TERMINATION OR EXPIRATION
16.1 Obligations. Upon termination or expiration of this Agreement for any reason, you acknowledge and
agree that your rights to use the Marks and System shall terminate immediately, and:
16.1.1 Immediately upon expiration or termination of this Agreement for any reason: (a) you shall
cease any use of the Marks and System in any manner whatsoever; (b) you shall cease
operating the Franchised Business; (c) you shall not represent that you are operating a
Huntington Learning Center® or that you are or were our franchisee; (d) upon our written
request, you shall assign to us or our designee, at no cost to us, any student contracts we
request; (e) upon our written request, you shall assign to us or our designee, at no cost to us,
any student information, instructional binders and materials, and permanent folders and
materials we request; (f) your rights to use the Software and the Phone Number shall
terminate; and, at your sole expense, you shall cease using the Software and return to us all
copies of it and all related documentation, or, at our sole option, shall destroy all such copies
and documentation; and you shall cease using the Phone Number and shall take such actions
as may be necessary or as we require to terminate your use or access to the Phone Number;
(g) you shall pay all sums due us and our affiliates under this Agreement, including all
Continuing Royalty and Advertising Fees, due and owing under this Agreement and under all
other agreements between you or any of your affiliates and us or any of our affiliates; (h) you
shall cease using any telephone numbers listed in any electronic and paper telephone
directories under any of the Marks, including under the mark, “Huntington Learning Center®”;
(i) you shall cease using any Web Site and Email Address; and (j) you shall cease using any web
site, web pages, e‐mail addresses, and domain names, whether or not authorized by us, used
by you in connection with the Franchised Business;

16.1.2 Within 5 days of the expiration or termination of this Agreement for any reason: (a) you shall
notify all your customers in writing using our approved form that you no longer operate a
Huntington Learning Center® and that you have no rights to the Marks and System, and you
shall send a copy of this notice to us; (b) you shall remove all signs and other things that
display to the public, your staff, and your customers that the Premises was a Huntington
Learning Center®; (c) you shall deliver a written notice to the landlord of your Premises using
our approved form informing him that this Agreement has expired or been terminated and
you shall contemporaneously deliver a copy of this notice to us; (d) you shall submit to us all
reports required under this Agreement; (e) you shall take such actions as may be necessary or
as we require in writing to cancel any assumed name registration or equivalent registration
you obtained that contains the mark “Huntington” or any other Marks, and you shall furnish
us with evidence satisfactory to us of compliance. For the purposes of this Paragraph 16.1.2,
you shall execute the Termination of Trade Name Registration form, the current version of
which is attached hereto as Exhibit I. You hereby irrevocably appoint us or our nominee to be
your attorney‐in‐fact coupled with an interest, and with power of substitution, to execute and
to file for you at your sole expense any relevant document necessary to accomplish the acts
contemplated in this Paragraph 16.1.2. We have the right to file an original counterpart or a
copy of this Agreement with any court or agency as written evidence of the appointment by
you of us or our nominee to be your attorney‐in‐fact with regard to this matter; (f) you shall
give us the following in the manner we require: (1) a list of all past customers and of all
customers as of the date of expiration or termination showing their names, the names of all
those responsible for payment for services, all their physical and email addresses, and all their
phone numbers; (2) the amount each such customer paid to you; (3) the value of services
rendered to each such customer; (4) and proof satisfactory to us that each customer received
a full refund for all paid services not rendered by you; and (g) you shall immediately refund all
monies paid to you by your present and past customers in advance for services that have not
been rendered and, as a result of the termination or expiration of this Agreement, will not be
rendered to such customers. You shall provide us proof satisfactory to us that you have paid
such monies. You agree that, if you do not provide us such proof within 5 days after
termination or expiration of this Agreement, then we shall have the right, but not the
obligation, to have judgment by confession entered against you in favor of us or our assigns in
any court of competent jurisdiction for all amounts payable by you to customers under this
Paragraph 16.1.2, plus our related out‐of‐pocket costs and expenses, including attorneys’,
accountants’, consultants’, and courts’ fees, costs, and expenses. We have the right to refund to
such customers all monies recovered from you through such judgment by confession, less all of
our related out‐of‐pocket costs and expenses. We have no obligation to pay any such monies to
you. For purposes of this Paragraph 16.1.2, you shall execute the Confession of Judgment
attached hereto as Exhibit F. You agree that no act or omission by us under this Paragraph
16.1.2 shall reduce in any way your sole responsibility to refund all monies paid to you by your
present and past customers in advance for services that have not been rendered and, as a
result of the termination or expiration of this Agreement, will not be rendered to such
customers;
16.1.3 Upon our written request and at your sole expense, you shall change the Premises (including
its signage, paint colors, carpeting, furniture and fixtures) in the manner and in the time period
we require to distinguish the Premises from its former appearance and from any Huntington
Learning Center®;
16.1.4 If you fail or refuse to comply with any requirements of Paragraphs 16.1.1, 0, 16.1.2, or 0
hereof, we shall have the right at any time to enter upon the Premises, without being guilty of
trespass or any other tort, for the purpose of making or causing to be made such changes as
may be required, at your sole expense. You irrevocably waive any right for compensation by us
that you may have for any right you may have acquired as a result of your use of the Marks or
System. You hereby irrevocably appoint us or our nominee to be your attorney‐in‐fact coupled
with an interest, and with power of substitution, to execute and to file for you at your sole

expense any relevant document necessary to accomplish the acts contemplated in this
Paragraph 16.1.4. We have the right to file an original counterpart or a copy of this Agreement
with any court or agency as written evidence of the appointment by you of us or our nominee
to be your attorney‐in‐fact with regard to this matter;
16.1.5 You shall not use, or disclose to others, anything in the Manual or any of our trade secrets,
operating instructions, or business practices. At your sole expense, you shall return to us the
Manual, all paper, electronic, and other copies, summaries, and extracts from it, and all other
material containing any of our trade secrets, operating instructions, and business practices
relating to the operation of the Franchised Business (and any paper, electronic, and other
copies and summaries thereof, even if such copies or summaries were made in violation of
this Agreement), all of which you acknowledge to be our trade secrets. These trade secrets,
operating instructions, and business practices include uniform standards, specifications,
policies, and procedures for the System and lists of present and former customers, whether in
print or electronic form. You shall deliver to us a full and complete copy of all Software Data.
You shall retain no copy or record of any item described in this Paragraph 16.1.5, except for
your copy of this Agreement, any correspondence between the parties, and any other
documents you reasonably need for compliance with applicable law. Your failure to return to
us any of the materials or data described in this Paragraph 16.1.5 will cause us irreparable
harm, and we shall have the right to injunctive relief requiring you to comply with the
requirements of this Paragraph 16.1.5, in addition to any other remedies we may have under
this Agreement, at law or in equity;
16.1.6 You shall comply with all provisions of this Agreement that survive its termination and
expiration, including the non‐compete covenants in Paragraph 17 below;
16.1.7 Upon our written request, you shall do each of the following: (a) assign to us any interest you
have in any lease or sublease for the Premises; (b) direct each telephone company servicing
any of your Franchised Business telephones to transfer all such telephone numbers to us or to
the person or Legal Entity and premises we direct; (c) direct each email and Internet provider
servicing your Franchised Business to transfer all such email addresses and Internet facilities to
us or to the person or Legal Entity and premises we direct; and (d) direct each utility company
servicing your Franchised Business to transfer its service to us or to the person or Legal Entity
we direct. You agree to pay any person or Legal Entity, including your landlord, telephone
companies, email and Internet providers, and utility companies, any amount or compensation
required by such person or Legal Entity to accomplish the acts we require under this
Paragraph 16.1.7 or to us promptly upon demand, if we pay any such required amount. You
agree to indemnify the Franchisor Entities and their nominees in connection with all claims,
losses, costs, expenses, liabilities, compliance costs, and damages incurred by the indemnified
parties as a result of all matters associated with actions we or our agents or nominees
undertake or attempt under this Paragraph 16.1.7, as well as all of our related out‐of‐pocket
fees, costs, and expenses, including attorneys’, accountants’, consultants’, and agents’ fees,
costs, and expenses. You hereby irrevocably appoint us or our nominee to be your attorney‐
in‐fact coupled with an interest, and with power of substitution, to execute and to file for you
any relevant document to accomplish the acts contemplated in this Paragraph 16.1.7. We
have the right to file an original counterpart or a copy of this Agreement with each utility
company, telephone company, landlord, and email and Internet provider; and with any court,
agency, or person as written evidence of the appointment by you of us or our nominee to be
your attorney‐in‐fact;
16.1.8 If you continue to operate or subsequently begin to operate any other business, you agree not
to use any reproduction, counterfeit, copy, or colorable imitation of the Marks, either in
connection with such other business or the promotion thereof, that, in our sole and absolute
discretion, may possibly cause confusion, mistake, or deception, or that, in our sole and
absolute discretion, may possibly dilute our rights in or to the Marks; and

16.1.9 You shall comply with each and all of the provisions in this Paragraph 0 at your sole expense.
You agree that time is of the essence in your complying with each and all of the provisions of
this Paragraph 0. You agree to pay us promptly upon demand all costs and expenses we incur
under this Paragraph 0, including attorneys’, accountants’, and consultants’ fees, costs, and
expenses.
16.2 Option to Purchase upon Termination or Non‐renewal. Upon termination or non‐renewal of the
Agreement for any reason, we shall have the option, to be exercised within 60 days after such
termination or non‐renewal, to purchase from you any or all of the equipment, signs, furnishings,
fixtures, curricula, and inventory related to the Franchised Business’s operation that we designate in
writing at a price you and we determine. If you and we cannot agree on the price of any such item
within a reasonable time (not to exceed 30 days from the date we notify you of the exercise of our
option under this Paragraph 16.2), we have the right to select an appraiser to conduct an appraisal of
the disputed items at your expense, and the appraiser’s determination shall be binding. The appraiser
shall be an independent company or individual certified or accredited as an appraiser. If we elect to
exercise any option to purchase under this Paragraph 16.2, we shall have the right to set off all
amounts due from you and the cost of the appraisal against any payment therefor.
16.3 Liquidated Damages upon Termination Due to Your Default. If this Agreement is terminated before
the end of its Term due to your default hereunder, then, in addition to the amounts set forth in
Paragraph 16.1.1 above, you shall promptly pay us a lump sum payment (as damages and not as a
penalty) for breaching this Agreement in an amount equal to: (a) the average monthly Continuing
Royalty under Paragraph 6.4 above and Advertising Fee under Paragraph 12.2 above payable by you
over the 12‐month period immediately preceding the date of termination (or such shorter time period
if the Franchised Business has been open less than 12 months); (b) multiplied by the lesser of (1) 36
months or (2) the number of months then remaining in the Term. You acknowledge that a precise
calculation of the full extent of the damages we will incur upon termination of this Agreement as a
result of your default is difficult to determine and that this lump sum payment is reasonable in light of
the damages we will incur for your premature termination of this Agreement. This lump sum payment
will be in lieu of any damages we may incur as a result of your default, but it shall be in addition to all
amounts provided in Paragraph 16.1.1 above and any attorneys’, accountants’, and consultants’ fees
and other costs and expenses to which we are entitled under this Agreement, including Paragraph 19.6
below. Your payment of this lump sum shall not affect in any way our right to obtain appropriate
injunctive relief and remedies to enforce this Paragraph 16 and the covenants set forth in Paragraph 10
and 17 hereof.
16.4 Additional Obligation upon Termination Due to Your Default. If this Agreement is terminated for any
default by you, then, in addition to the payments described in Paragraph 16.3 above, you shall pay us
all damages and costs and expenses, including all attorneys’, accountants’, and consultants’ fees, costs,
and expenses and litigation costs, related to the termination that we incur; and all costs and expenses
and any damages we suffer shall be a lien in our favor against the assets owned by you (including the
personal property, furniture, fixtures, furnishings, equipment, signs, fixtures, and inventory you own)
and on the Premises at the time of this default. Such payment and lien shall be in addition to any other
relief available under this Agreement or at law or in equity.
16.5 Survival of Obligations. The expiration or termination of this Agreement shall not relieve you of any of
your obligations to us existing at the time of such expiration or termination, or terminate your
obligations that, by their nature, survive the expiration or termination of this Agreement. The
expiration or termination of this Agreement shall be without prejudice to our rights against you. We
have no obligation to inform you of your obligations or of the termination of any of your rights under
this Agreement.

17 COVENANTS
17.1 Representations. You agree that you and each Franchisee Member will receive certain valuable
information about Huntington Services and the Franchised Business, including our development and
operation and the System, and that this information would not have been given to you or them,
without your execution of this Agreement; that this information has been developed by us over a
number of years at great effort and expense and includes marketing techniques, operational
procedures, business practices, and management methods not generally known; that none of these
marketing techniques, operational procedures, business practices, or management methods was
known to you or any Franchisee Member before your execution of this Agreement and all will be of
significant competitive advantage to you and them; and that all of these marketing techniques,
operational procedures, business practices, and management methods constitute valuable
information, all of which are our trade secrets. You agree we offer a unique and highly distinguishable
way of doing business. After conducting a thorough independent investigation of us and our franchised
businesses and speaking with our franchisees before the Agreement Date, you acknowledge and agree
that you and all your Franchisee Members had limited or no experience in the business franchised
hereunder and that such experience, if any, was not comparable to that provided under the System;
and it would take considerable time and effort for you or your Franchisee Members to develop
knowledge and experience in the business franchised hereunder comparable to that provided under
the System. You agree that gaining access to the marketing techniques, operational procedures,
business practices, and management methods used in your Franchised Business is your primary reason
for your execution of this Agreement and that the training in the Franchised Business operation and the
knowledge that will be imparted to you and your Franchisee Members are essential to the Franchised
Business operation and would not be so imparted, except for execution of this Agreement. You agree
that you and all your Franchisee Members have earned a livelihood before entering into this
Agreement and have the skills to do so in the future, if the non‐competition provisions in this
Paragraph 17 shall be enforced against you or them. You agree it is reasonable to impose the non‐
competition provisions in this Paragraph 17 upon you and your Franchisee Members, notwithstanding
the presence or absence of any franchised businesses in the area, market, or state in which your
Franchised Business is located. You agree that all representations in this Paragraph 17 shall survive the
expiration or termination of this Agreement, regardless of the cause for such expiration or termination.
17.2 In‐Term Covenant against Competition. Except as otherwise approved in writing by us, you covenant
and agree that, during the Term, you and the Franchisee Members shall not, either directly or
indirectly, for yourself, or through, on behalf of, or in conjunction with any person or entity:
17.2.1 Divert or attempt to divert any present or prospective business or customer of any of our
franchised or other businesses to any competitor, by direct or indirect inducement or
otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the
goodwill associated with the Marks or the System;
17.2.2 Employ or seek to employ any person who is at the date you employ or seek to employ such
person, or was within one year before such date, employed by us or any of our affiliates or by
any of our other franchisees, or otherwise directly or indirectly induce such person to leave his
or her employment; or
17.2.3 Own, maintain, advise, invest in, operate, engage in, be employed by, be a consultant to, loan
money to, provide any assistance to, be a franchisee of, or have any interest in (as owner,
guarantor, or otherwise) any business (a) that is the same as, or similar to, the business
franchised hereunder; (b) that offers tutoring in reading, phonics, study skills, mathematics, or
related areas; (c) that offers courses or tutoring to prepare for state or standardized entrance
examinations, including the SAT and ACT; (d) that offers courses or tutoring in any academic
subject; or (e) that offers educational services or products the same as or similar to those
offered in a franchised business.

17.3 Post‐Term Covenant against Competition. Except as we otherwise approve in writing, you shall not,
for a continuous uninterrupted period of 2 years commencing upon (a) any Transfer having the effect
of (1) transferring this Agreement, (2) changing control of you, or (3) changing the ownership of all or
substantially all of the assets of the Franchised Business, (b) termination or expiration of this
Agreement (regardless of the cause for termination or expiration), or (c) a final order of a duly
authorized court of competent jurisdiction (after all appeals have been taken) with respect to any of
the foregoing or with respect to enforcement of this Paragraph 17.3, either directly or indirectly, for
yourself, or through, on behalf of, or in conjunction with, any person or entity:
17.3.1 Divert or attempt to divert any present or prospective business or customer of any of our
franchised or other businesses to any competitor, by direct or indirect inducement or
otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the
goodwill associated with the Marks or the System;
17.3.2 Employ or seek to employ any person who is at the date you employ or seek to employ such
person, or was within one year before such date, employed by us or any of our affiliates or by
any of our other franchisees, or otherwise directly or indirectly induce such person to leave his
or her employment; or
17.3.3 Own, maintain, advise, invest in, operate, engage in, be employed by, be a consultant to, loan
money to, provide any assistance to, be a franchisee of, or have any interest in (as owner,
guarantor, or otherwise) any business (1) (a) that is the same as, or similar to, the business
franchised hereunder; (b) that offers tutoring in reading, phonics, study skills, mathematics, or
related areas; (c) that offers courses or tutoring to prepare for standardized entrance exams,
including the SAT and ACT; (d) that offers courses or tutoring in any academic subject; or (e)
that offers educational services or products the same as or similar to those offered in a
franchised business; and (2) which business is, or is intended to be, located in or within: (i) the
Premises; (ii) the Exclusive Area; (iii) a radius of 25 miles from the Exclusive Area; (iv) a radius
of 25 miles from your Approved Location; or (v) a radius of 25 miles from any business that is
owned by us or any of our affiliates or that is franchised by us that is the same as or similar to
the Franchised Business.
17.4 Exception. Paragraph 17.3 above shall not apply to your ownership of a less than 5% beneficial interest
in the outstanding equity securities of any corporation which has securities registered under the
Securities Exchange Act of 1934.
17.5 Modification. We have the right, but not the obligation, during the Term or afterwards, to reduce the
scope of any covenant in this Paragraph 17 or any portion of any covenant in this Paragraph 17,
without your consent, effective immediately upon receipt by you of written notice; and you shall
comply immediately with any covenant as so modified, which shall be fully enforceable without regard
to any other provision of this Paragraph 17.
17.6 No Defense. You agree that the existence of any claim you or any of your affiliates may have against us
or any of our affiliates, whether or not arising from this Agreement, shall not constitute a defense to
our enforcement of the covenants in this Paragraph 17.
17.7 Individuals’ Covenants. You shall obtain and furnish to us an executed Confidentiality and Non‐
Competition Agreement, the current version of which is in Exhibit C of this Agreement, from your
spouse, the Franchisee Members, the spouses of the Franchisee Members, your Manager, the spouses
of the Guarantors, and any employees having access to any of our confidential information.
17.8 Costs and Expenses. You agree to pay us promptly upon demand all costs and expenses, including
attorneys’, accountants’, and consultants’ fees, costs, and expenses, incurred by us in connection with,
or related to, enforcement of this Paragraph 17.

18 PERMITS, TAXES, AND INDEBTEDNESS
18.1 Your Compliance with, and Representations Regarding, Applicable Laws and Regulations. At all times
during the Term, you agree that you, your Premises, your Franchised Business, your provision of
Huntington Services, and your teachers, staff, and curricula shall comply fully at your sole expense with
all applicable federal, state, municipal, and local laws, rules, ordinances, codes, building codes, zoning
classifications, permits, clearances, and regulations, including those (a) concerning the ADA and similar
rules governing public accommodations and commercial facilities for persons with disabilities, (b)
concerning health, sanitation, building, utility, and sign permits, and certificates of occupancy; (c) any
construction or renovation of your Premises, and (d) all aspects of the conduct of your Franchised
Business. Without limiting the foregoing, you represent and agree to the following:
18.1.1 You have investigated and ascertained all such federal, state, municipal, and local laws, rules,
ordinances, codes, building codes, zoning classifications, permits, clearances, and regulations;
and you shall obtain and pay for all insurance, licenses, and permits required by them,
including those for construction, design, operation, occupancy, insurance (including worker’s
compensation insurance), health, sanitation, building, utility, signage, education, exam
preparation, labor, employment, teaching, tutoring, teacher certification, learning center
operation, tutoring operation, and test administration; and shall make timely filings of all
insurance, tax, and other required returns and of all documents and reports required by them;
and shall pay when due all taxes and insurance amounts levied or assessed by them and on,
and related to, this Agreement and your Franchised Business.
18.1.2 You may contest any law, rule, ordinance, code, building code, zoning classification, permit,
clearance, and regulation in accordance with applicable legal procedures, but you shall never
permit a tax sale or seizure by levy or execution or similar writ or warrant, or attachment by
your creditor of you, this Agreement, the Franchised Business, or any assets of your
Franchised Business.
18.1.3 We will have no liability for any sales, use, service, occupation, employment related, excise,
gross receipts, income, property or other taxes, whether levied upon you or the Franchised
Business, in connection with the business you conduct (except any taxes we are required by
law to collect from you with respect to purchases from us). Payment of all such taxes is your
sole responsibility. You will pay all state and local taxes, including sales, use, service,
occupation, employment related, excise, gross receipts, income, property or other taxes, that
may be imposed on us as a result of our receipt or accrual of the initial franchise fee, royalty
fees, advertising fees, and all other fees that are referenced in this Agreement, whether
assessed against you through withholding or other means or whether paid by us directly,
unless the tax is credited against income tax otherwise payable by us. In such event, you will
pay to us (or to the appropriate governmental authority) such additional amounts as are
necessary to provide us, after taking such taxes into account (including any additional taxes
imposed on such additional amounts), with the same amounts that we would have received or
accrued had such withholding or other payment, whether by you or by us, not been required.
18.1.4 At no time are we obligated to inform you of any federal, state, municipal, or local law, rule,
ordinance, code, building code, zoning classification, permit, clearance, regulation, insurance,
or tax. We are not responsible for your compliance with any laws or regulations applicable to
the Franchised Business, including those in this Paragraph 18.1.
18.2 Notification of Actions. You shall notify us immediately in writing of the commencement of any action,
suit, or proceeding, and of the issuance of any order, writ, injunction, award, or decree of any court,
agency, or other governmental instrumentality, that may adversely affect the operation or financial
condition of the Franchised Business.

19 INDEPENDENT CONTRACTOR AND INDEMNIFICATION
19.1 Relationship. In all matters pertaining to this Agreement and your Franchised Business, you are, and
shall be deemed, an independent party. The Franchisor Entities shall have no fiduciary obligation to
you. You are not, and shall not be deemed, an agent, legal representative, joint venturer, partner, or
employee of any Franchisor Entity for any purpose whatsoever. No Franchisor Entity is liable for the
debts, obligations, or Acts of you, your affiliates, or the Franchisee Members. You, your affiliates, and
the Franchisee Members have no right in any oral or written agreement, lease, or other document to
bind, obligate, or grant any rights against any Franchisor Entity in any way or for any reason; and you
shall not represent that you or they have any right to do so. You shall conduct all your obligations in
your own name and not in our name or the name of any of our affiliates. You acknowledge and agree
that our usual business is the offering and selling rights to others to operate Huntington Franchised
Businesses using the Marks and System, developing enhancements to the System and providing
assistance to Huntington franchisees and, accordingly, our usual business is different from your usual
business of operating a retail Franchised Business.
19.2 Control. Except as provided in this Agreement, we have no right to control, or have access to, your
funds, or control the expenditure of your funds, or exercise any dominion or control over your
Franchised Business. None of your customers, employees, agents, or vendors are, or shall be deemed,
our customers, employees, agents, or vendors, and we shall have no control over, or any responsibility
for, any of your customers, employees, agents, or vendors, and you shall communicate this to them.
19.3 Our Business. You acknowledge and agree that we are not in the business of offering or selling the
same products and services as you, but rather that our business is to license the Marks, authorize the
use of the System, and provide the training, advice, and support set forth in this Agreement.
19.4 Required Statements. You shall indicate your independent ownership of your Franchised Business in
all public records and on all stationery and checks. You shall place the words “Independently Owned
and Operated,” or other words as we direct in writing from time to time, in your Premises, on all
stationery, business cards, brochures, literature, advertisements, promotional material, signs, and all
materials and items using or displaying to the public any of the Marks.
19.5 Your Responsibility for Your Acts; Indemnification of Us; Defense of Claims. You agree you are
responsible for (a) all losses, damages, and liabilities to all your customers, employees, agents, and
vendors and to all others, all damage to property, and all physical and mental injury and illness and
death of persons arising out of, or in connection with, your Acts; (b) your compliance with all federal,
state, and local laws, statutes, codes, rules, regulations, and standards, including the ADA, applicable to
you and the Franchised Business, and (c) all fraudulent acts and practices committed by you, your staff,
agents, suppliers, and vendors in connection with all consumer transactions in, and related to, the
Franchised Business. You agree we are, in no regard, a supplier in any consumer transaction conducted
by you, your staff, agents, suppliers, or vendors. For all time, you agree to indemnify and hold harmless
the Franchisor Entities from and against all claims; demands; losses; obligations; costs; attorneys’,
accountants’, and consultants’ fees, costs, and expenses; court costs; expenses; liabilities; debts; and
damages of every kind and nature resulting or arising, directly or indirectly, and whether occasioned by
your neglect, omission, willful act, or otherwise from (a) your Acts, (b) the conduct of your Franchised
Business, (c) any violation of any federal, state, or local laws, statute, code, rule, regulation, or standard
by you, your Franchised Business, and your employees and agents, and (d) claims by any federal, state,
or local governmental agency, bureau, or board and by any person, vendor, landlord, or other
individual or entity in connection with your Franchised Business. You shall advise us immediately if a
notice is received that a claim has been or may be filed with respect to a matter covered by this
Agreement, and you shall assume immediately the defense thereof at your sole cost and expense. At
your sole expense, we will endeavor to cooperate with you and your counsel in the defense and
settlement, if any, of all such claims. In any event, we will have the right, through counsel of our
choice, to control any matter to the extent it could directly or indirectly in any way or at any time affect
any Franchisor Affiliate or any of their successors or assigns or any of their employees or agents. We

may defend, settle, arbitrate, and litigate such action in any manner we deem appropriate and you
shall, immediately upon written demand, pay us all costs, including attorneys’, accountants’, and
consultants’ fees, costs, and expenses, and litigation costs, we incur in effecting such defense, in
addition to any sum we may pay by reason of any settlement or judgment against any Franchisor Entity
or any other party. You agree this Paragraph 19.5 shall survive the expiration or termination of this
Agreement.
19.6 Costs and Expenses. You agree to pay us promptly upon demand any fees we or become obligated to
pay on your behalf, including any fee we pay or become obligated to pay to any third party on your
behalf (a) for software programs developed, maintained, and licensed by others; and to any vendor or
third‐party provider of software, software‐related services or equipment, email services, or computer‐
related services or equipment; and (b) to install, maintain, change, or improve the Phone Number in
the manner required by us or by such third‐party. You agree to pay to us and all other parties promptly
upon demand all fees related to your use of the Software and Phone Number. For all time, you agree
to pay us promptly upon demand all expenses, including attorneys’, accountants’, and consultants’
fees, costs, and expenses and litigation and court costs, incurred by us, our affiliates, and our and their
successors and assigns (1) to issue any notice to remedy any default by you under this Agreement; (2)
to issue any notice to remedy any default by you or any of your affiliates under any other agreement
between you and any of your affiliates and us and any of our affiliates; (3) to enforce any rights under
this Agreement or under any other agreement between you and any of your affiliates and us and any of
our affiliates; (4) to effect termination of this Agreement; (5) to effect termination of any other
agreement between you and any of your affiliates and us and any of our affiliates; (6) to collect any
amounts due under this Agreement; and (7) to collect any amounts due under any other agreement
between you and any of your affiliates and us and any of our affiliates.
20 APPROVALS AND WAIVERS
20.1 Approvals. Whenever this Agreement requires our prior approval or consent, you shall make a timely
written request to us for such approval or consent, and you shall obtain such approval or consent in
writing from one of our corporate officers.
20.2 No Actions, Advice, or Training Deemed a Guarantee. You agree that, except as otherwise specifically
stated herein, we have the absolute right to exercise our own judgement on various matters about this
Agreement and the Manual, and have the right to approve, disapprove, give our consent, and refuse
our consent to your requests in our sole and absolute discretion. Without limiting the foregoing, you
agree we have the absolute right to refuse to grant any approval or consent permitted or required in
this Agreement, if you are in default of this Agreement or if you or any of your affiliates are in default
of any agreement between you and any of your affiliates and us and any of our affiliates. You agree
that our action, refusal to act, approval, disapproval, consent, or refusal of consent is not, and shall not
be deemed, a representation, warranty, certification, or guarantee by us about that which is acted
upon or refused to be acted upon or that which is approved or disapproved or that which is consented
to or refused consent, or about any appropriateness, legality, profitability, or success related thereto.
Any failure by us to respond to your request in a timely manner or within any time period required or
permitted in this Agreement is not, and shall not be construed as, a default under this Agreement.
None of our acts, refusals to act, approvals, disapprovals, consents, or refusals of consent is, or shall be
deemed, a guarantee, warranty, or representation that you, your staff, your Franchised Business, or
any aspect of your business complies with, or meets, any local, municipal, state, federal, or other laws
or regulations related to the offering of Huntington Services or otherwise.
20.3 Binding Effect. Upon your and our execution, this Agreement shall bind, and inure to the benefit of,
you and us and your and our permitted heirs, executors, personal representatives, successors, and
assigns.
20.4 Waiver of Obligation. Either you or we may by written notice unilaterally waive or reduce any
obligation of, or restriction upon, the other under this Agreement effective upon delivery of such

notice or upon any other effective date stated in such notice. Any such waiver we grant must be signed
by one of our corporate officers and shall not prejudice any of our other rights and will be subject to
our continual review, and we retain the right to revoke such waiver at any time, effective upon delivery
to you of written notice of revocation.
20.5 Right to Disclose; Right to Obtain Credit Report. You agree we have the right, without any
compensation to you, to use, disclose, and disseminate to any party (whether or not such party is our
franchisee) (a) a copy of this Agreement and any other agreement between you or any of your affiliates
and us or any of our affiliates; and (b) any report or information you are required or permitted to
furnish to us under this Agreement or the Manual or that we obtain from any other party regarding you
or the Franchised Business for any purpose. Such other parties include federal and state governmental
agencies, prospective and existing franchisees, vendors, financial institutions, advertising cooperative
associations, our affiliates, and Huntington Advertising Fund, Inc. Such information includes your
name, your image, names of Franchisee Members, business and home addresses, email addresses,
phone numbers, financial information, operating information, results of inspections, and business
records. You agree that we have the right from time to time to obtain a credit report of you and each
of your Franchisee Members.
20.6 Use of Name, Image, Voice. You and each Franchisee Member hereby consent to the use by us and
our affiliates of your and each Franchisee Member's names, images, and voices, and any written or
spoken statements by you, your full‐ and part‐time staff, and Franchisee Members for all time for any
business purpose, as we determine in our sole discretion. Such consent shall survive the expiration or
termination of this Agreement and the death or incapacity of you, such staff, and any Franchisee
Member. You shall allow us and our representatives and agents to take photographs, videos, or any
electronic record of the Franchised Business; and to interview you, your employees, students, and
parents; and you agree to cooperate fully in such activities. We have no obligation to obtain your prior
authorization in connection with such photographs, videos, electronic records, interviews, or other
materials. We have no obligation to compensate you in any manner in connection with any such
photograph, video, electronic record, interview, or other material, and you waive all rights to any such
compensation. We shall have the exclusive right to use any such photograph, video, electronic record,
or other material prepared under this Agreement. For all time, we have the right, but not the
obligation, to use any such photograph, video, electronic record, interview, or other material for any
purpose, including for advertising and training.
20.7 Rights and Remedies. Our rights and remedies in this Agreement are in addition to any other rights
and remedies that may be granted by law. Our rights under this Agreement are cumulative. Our
failure to exercise any right under this Agreement or the acceptance of any payment or report from
you shall not constitute a waiver of any term or condition of this Agreement for any preceding or
succeeding breach, or a waiver by us of our right, at any time afterwards, to require exact and strict
compliance with this Agreement. No exercise or enforcement by us of any right or remedy under this
Agreement shall preclude the exercise or enforcement by us of any other right or remedy under this
Agreement or that we are entitled by law to enforce. Our failure to terminate this Agreement under its
terms is not, and shall not be construed to be, a waiver of, and does not affect, our absolute right to
terminate this Agreement under its terms. You agree our enforcement of, or failure to enforce, any
term of any franchise or other agreement with any of our franchisees shall not waive or inhibit our
right to enforce the terms of this Agreement or any other agreement between you and any of your
affiliates and us and any of our affiliates. You agree that our course of conduct or action with respect to
you or any of our other franchisees shall in no way be a defense to our enforcement of this Agreement.
20.8 Your Responsibility to Perform; Delay in Our Performance. You agree that, if you are required under
this Agreement or law or regulation to perform any action, you shall do so promptly and within the
time period and in the manner required by this Agreement or by law or regulation, or, if permitted or
required under this Agreement or law or regulation, within the time period and in the manner we
direct in writing; and you shall so perform at your sole cost and expense. Unless required to the
contrary under this Agreement or by law or regulation, we are not obligated to notify you of any

requirement or time period to so perform, or to pay any costs or expenses related thereto. Any notice
we give of any requirement or time period to perform that is not required under this Agreement or law
or regulation shall not impose on us any future obligation to provide any such or similar notice. You
agree that any delays in our performance of our duties under this Agreement not due to our fault or
not under our reasonable control, including fire, flood, natural disasters, acts of terrorism, boycotts,
strikes, acts of God, governmental acts or orders, and civil disorders, shall not be deemed a default
under this Agreement; and you agree to extend the period of time within which we are obligated to so
perform for the period of such delay or such other period of time as we require in writing.
20.9 No Right to Withhold Release. Unless permitted by law, you agree you shall have no right to withhold
or delay providing to us any Release required or permitted under this Agreement on any grounds,
including due to (a) any claim or counter‐claim by you or any of your affiliates under this Agreement or
any other agreement between you or any of your affiliates and us or any of our affiliates; or (b) our
delay in demanding you provide any Release required or permitted under this Agreement. Whenever
you are required to execute a Release upon your exercising a right under this Agreement, you agree
that such requirement is a material condition to your execution of such right.
21 NOTICES
All notices to you and us during the Term and afterwards shall be in writing and shall be sent to the other
party by registered or certified mail, postage fully prepaid, return receipt requested, or sent by other means
that affords the sender evidence of delivery, attempted delivery, or rejected delivery, addressed to such
party’s address for notices as identified in Paragraph 1 above, or at any other address that you or we
designate in writing, provided, however, that no notices hereunder shall be sent by email or by telefax and
you shall not designate any address that is a post office box. Notices shall be deemed delivered and received
on the earliest of actual receipt; 5 business days after placement in the U.S. mail; or one business day after
mailing, if placed in the U.S. mail or a courier service for next business day delivery.
22 ORGANIZATION OF FRANCHISEE
22.1 Partnership Franchisee. If you, including any of your successors or assignees, are a partnership, you
shall comply with the following requirements: You shall furnish us with a copy of your current
partnership agreement as well as such other documents as we may request, with certification that the
documents are complete and in full force. If your partnership agreement does not provide that the
transfer of interests or issuance of additional interests is restricted by this Agreement, you shall amend
the applicable documents with the Amendment Agreement, the current version of which is in Exhibit D
attached hereto, or another amendment agreement satisfactory to us in form and substance, to so
reflect such restriction. Upon our written request, you shall deliver a copy of the executed
amendment, with all necessary resolutions and ratifications to us.
22.2 Limited Liability Company Franchisee. If you, including any of your successors or assignees, are a
limited liability company, you shall comply with the following requirements: You shall promptly furnish
to us copies of your articles of organization, your operating agreement, and other governing
documents, and any amendments thereto, with certification that the documents are complete and in
full force. If your articles of organization or operating agreement, as applicable, do not provide that the
transfer of interests or issuance of additional interests is restricted by this Agreement, you shall amend
the applicable documents with the Amendment Agreement, the current version of which is in Exhibit D
attached hereto, or another amendment agreement satisfactory to us in form and substance, to so
reflect such restriction. Upon our written request, you shall deliver a copy of the executed
amendment, with all necessary resolutions and ratifications to us.
22.3 Corporate Franchisee. If you, including any of your successors or assignees, are a corporation, you
shall comply with the following requirements: Copies of your articles or certificate of incorporation,
bylaws, and other governing documents, and any amendments thereto, including the resolution of the
board of directors authorizing entry into this Agreement, shall be promptly furnished to us with

certification that the documents are complete and in full force. If your articles or certificate of
incorporation and bylaws, as applicable, do not provide that the transfer of interests or issuance of
additional interests is restricted by this Paragraph 22.3, you shall amend the applicable documents to
so reflect such restriction. Such amendment shall be in form and substance satisfactory to us and,
upon request, you shall deliver a copy of the amendment, with all necessary resolutions and
ratifications to us. You shall maintain stop‐transfer instructions against the transfer on your records of
any equity securities; and each of your stock certificates shall have conspicuously endorsed upon its
face a statement in a form satisfactory to us that it is held subject to, and that further assignment or
transfer thereof is subject to, all restrictions imposed upon assignments by this Agreement. The
requirements of this Paragraph 22.3 shall not apply, however, to a publicly held corporation. You shall
cause each share of stock to bear the following legend on its face, printed conspicuously and legibly
and completed with the applicable date:
The transfer of this certificate of stock is subject to the terms and

conditions of a franchise agreement, dated ___________________
with Huntington Learning Centers, Inc., which restricts the transfer
of any stock of this corporation, except as provided in such franchise
agreement. Similar restrictions are set forth in the
Articles/Certificate of Incorporation and Bylaws of this corporation.
23 ENTIRE AGREEMENT
This Agreement and all its exhibits constitute the entire agreement between you and us with reference to its
subject matter. This Agreement supersedes all prior and contemporaneous negotiations, understandings,
representations, and agreements, oral or written, about this Agreement’s subject matter. Our obligations to
you are confined exclusively to this Agreement. Any right granted to you by us as to the subject matter hereof
is described solely in, and limited to, this Agreement. Except for those specifically permitted by this
Agreement to be made unilaterally by us or you hereunder, no amendment, change, or variance from this
Agreement shall be binding on either party, unless mutually agreed to by the parties and executed in writing
by your authorized officers or agents and by one of our corporate officers. Nothing in this Agreement or in
any related agreement between you and us is intended to disclaim the representations in our Franchise
Disclosure Document.
24 APPLICABLE LAW; FORUM; DISPUTE RESOLUTION
24.1 Applicable Law; Forum. You and we agree: (a) This Agreement shall be interpreted and construed in
accordance with the laws of the state of Delaware, except for such state’s conflict‐of‐law rules. The
New Jersey Franchise Practices Act shall not apply to this Agreement. (b) Except as otherwise provided
herein, any action, whether or not arising out of, or relating to, this Agreement, whenever and
wherever incurred, whether vested or contingent, whether in law or in equity, whether directly,
representatively, derivatively, or in any other capacity, brought by you or any Franchisee Member
against us shall be brought in the judicial district in which we have, at the time of commencement of
such action, our principal place of business. We shall have the right to commence an action against you
in any court of competent jurisdiction. You and we hereby waive all objections to personal jurisdiction
or venue for the purpose of carrying out the purposes of this Paragraph 24.1. Nothing in this Paragraph
24.1 shall be deemed to prevent any party to such action from removing the action from state court to
federal court. This Agreement is made in New Jersey and is to be performed in part through services
rendered to you in New Jersey. (c) This Paragraph 24.1 governs any dispute under any prior or other
agreement between you or any of your affiliates and us or any of our affiliates, and that such provision
shall supersede and govern any contrary obligation in any such agreement for either such party
thereunder to participate in any mediation or arbitration or both in connection with filing an action or
claim under such agreement, which such contrary obligation shall be null and void and of no force or
effect. All such prior and other agreements shall be governed by this Paragraph 24.1.
24.2 Claims against Us. Notwithstanding any other provision of this Agreement, you have no right to make

any claim or counterclaim against us during the Term in any manner other than the manner described
in this Paragraph 24.2. If, during the Term, you have any claim against any Franchisor Entity, including
any claim related to renewal or Transfer hereunder, any claim that we failed to meet any obligation
under this Agreement, defaulted under this Agreement, or did not perform under this Agreement, then
you shall notify us in writing of this claim. This written notice shall describe the claim, provide an
opportunity to cure, describe the manner in which you request we cure, and provide a Cure Period
within which we may cure such alleged default of at least 60 days. Your written notice shall be
delivered to us in the manner described in this Paragraph 24.2. If your notice is not in writing, and does
not (1) describe the claim, (2) provide an opportunity to cure, (3) describe the manner in which you
request that we cure, and (4) provide a Cure Period of at least 60 days, then your notice shall be
deemed to be deficient, not a claim upon which we are required to act, not an actionable claim, not
grounds for your seeking any remedy under this Agreement or otherwise, and not grounds for your
termination of this Agreement. If you do not file a legal action for such claim, as described in this
Paragraph 24.2, within 30 days after the expiration of the Cure Period, then you shall have evidenced
conclusively that you have no claim against any Franchisor Entity; and you shall have evidenced
conclusively that any claim you may have had is not a claim upon which we are required to act, is not
an actionable claim, is not grounds for your seeking any remedy under this Agreement or otherwise,
and is not grounds for termination by you of this Agreement; and you shall be deemed to have agreed
to have waived any right you may have had to initiate any future claim against us for the same cause.
24.3 Waiver of Certain Rights. You waive the right to: (a) enforce any oral agreement, promise, warranty
or representation not in this Agreement; (b) amend, modify, or suspend any provision of this
Agreement; (c) stay the effectiveness of any expiration or termination of this Agreement or any other
agreement between you or any of your affiliates and us or any of our affiliates or any pending
expiration or termination thereof; and (d) seek damages against us because we insisted upon execution
of a Release or refused our consent or approval under this Agreement. Neither you nor we shall seek
to litigate as a representative of, or on behalf of, any other person, class, or entity any dispute,
controversy, or claim of any kind arising out of, or relating to, this Agreement, the rights and
obligations of the parties, the sale of the franchise, or other claims or causes of action relating to the
performance of either party to this Agreement. No action or proceeding under this Agreement shall
add as a party, by consolidation, joinder, or in any other manner, any person or party other than you
and us and any person in privity with, or claiming through, in the right of, or on behalf of, you or us,
unless both you and we consent in writing; and we have the absolute right to refuse such consent.
24.4 LIMITATION ON CLAIMS. YOU AND WE AGREE THAT ALL CLAIMS BY YOU AGAINST US ARISING OUT
OF, OR RELATING TO, DIRECTLY OR INDIRECTLY, THE MAKING OF, INTERPRETATION OF, OR
PERFORMANCE UNDER THIS AGREEMENT MAY NOT BE COMMENCED BY YOU, UNLESS BROUGHT
BEFORE THE EARLIER OF (1) THE EXPIRATION OF ONE YEAR AFTER THE ACT, TRANSACTION, OR
OCCURRENCE UPON WHICH SUCH CLAIM IS BASED; OR (2) ONE YEAR AFTER THIS AGREEMENT EXPIRES
OR IS TERMINATED FOR ANY REASON. YOU AGREE THAT ANY CLAIM OR ACTION NOT BROUGHT BY
YOU WITHIN THE PERIODS REQUIRED UNDER THIS PARAGRAPH 24.4 SHALL FOREVER BE BARRED AS A
CLAIM, COUNTERCLAIM, DEFENSE, OR SET OFF.
24.5 WAIVER OF TRIAL BY JURY. YOU AND WE AGREE TO WAIVE A TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING, WHETHER AT LAW OR IN EQUITY, ABOUT ANY AND ALL ISSUES THAT ARISE OUT OF,
CONCERN, OR RELATE TO, THIS AGREEMENT, ANY AND ALL TRANSACTIONS CONTEMPLATED IN THIS
AGREEMENT, YOUR OR OUR PERFORMANCE UNDER THIS AGREEMENT, OR OTHERWISE, DURING THE
TERM OF THIS AGREEMENT AND AFTERWARDS. YOU AND WE MAY FILE AN ORIGINAL COUNTERPART
OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF YOUR AND OUR
CONSENT TO THE WAIVER OF A TRIAL BY JURY. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
HAD FULL AND ADEQUATE OPPORTUNITY TO CONSULT WITH, AND BE ADVISED BY, COUNSEL OF YOUR
OWN CHOOSING ABOUT THE TRANSACTION GOVERNED BY THIS AGREEMENT AND SPECIFICALLY
ABOUT THE TERMS OF THIS PARAGRAPH 24.5, WHICH CONCERNS THE WAIVER OF RIGHT TO TRIAL BY
JURY BY YOU AND US. YOU AND WE AGREE THAT YOUR REPRESENTATIONS SHALL SURVIVE THE
EXPIRATION OR TERMINATION OF THIS AGREEMENT.

24.6 Limitation on Remedies. Except as required to the contrary under the indemnification provisions of
Paragraph 19.5 above or by law, during the Term and afterwards, you waive to the fullest extent
permitted by law any right to, or claim for, any punitive, speculative, exemplary, incidental, indirect,
special, or consequential damages against each Franchisor Entity and their employees and agents
arising out of any cause whatsoever that arises out of, concerns, or relates to, the making of,
interpretation of, or performance under, directly or indirectly, this Agreement, whether such cause is
based in contract, negligence, strict liability, other tort, or otherwise, including your claim or
counterclaim that we unreasonably gave, withheld, or delayed our consent or approval to anything.
24.7 No Exclusive Remedy. No right or remedy conferred upon or reserved to you or us by this Agreement
is intended to be, nor shall be deemed, exclusive of any other right or remedy herein or by law or
equity provided or permitted, but each shall be cumulative of every other right or remedy.
24.8 Specific Performance. Notwithstanding any other provision of this Agreement, we have the right to
seek specific performance of any of your obligations under this Agreement or injunctive relief against
any conduct that will cause us loss or damage, under customary equity rules, to prevent a breach or
threatened breach of this Agreement without the need to show monetary damages and without
posting a bond. Such conduct includes any use by you relating to the Marks, the System, the Manual,
or our trade secrets and any violation by you of Paragraphs 9, 10, 16, or 17 hereof. An application for
such a remedy shall not be deemed an election or a waiver of any other remedy under this Agreement
or at law or in equity. We may file an original counterpart or a copy of this Agreement with any court
as written evidence of your consent to the issuance of injunctive relief.
24.9 Costs and Fees. Except as otherwise specifically provided for herein, in any judicial or administrative
action, order, or proceeding hereunder involving you and us during the Term or thereafter, the
prevailing party shall be entitled to recover its out‐of‐pocket costs and expenses, including all court
costs and attorneys’, accountants’, and consultants’ fees, costs, and expenses.
25 SEVERABILITY AND CONSTRUCTION
25.1 Severability. Each article, paragraph, subparagraph, term, condition, and covenant of this Agreement
and all portions of them shall be considered severable. If, for any reason, any portion of this
Agreement is determined to be unconscionable or unenforceable or invalid, contrary to, or in conflict
with, any applicable present or future law, rule, or regulation in a final unappealed ruling issued by any
court, agency, or tribunal with valid jurisdiction in an action or proceeding to which we are a party, that
ruling shall not impair the operation of, or have any other effect upon, any other portion of this
Agreement, all of which shall remain binding on you and us and shall continue to be given full force and
effect. Any invalid portion shall be deemed not to be a part of this Agreement as of the date on which
the ruling becomes final, if you are a party to this action or proceeding, or on your receipt of notice of
non‐enforcement from us. You agree to be bound by any promise or covenant imposing the maximum
duty permitted by law that is subsumed within the terms of any provision hereof, as though it were
separately articulated in, and made a part of, this Agreement, that may result from striking from any of
the provisions hereof any portion or portions that a court or agency having valid jurisdiction may hold
to be unreasonable and unenforceable in an unappealed final decision to which we are a party, or from
reducing the scope of any promise or covenant to the extent required to comply with such a court or
agency order.
25.2 Survival. Any provision or covenant in this Agreement that expressly or by its nature imposes
obligations beyond the expiration, termination, or assignment of this Agreement (regardless of cause
for termination), shall survive such expiration, termination, or assignment, including Paragraphs 10 and
17 hereof.
25.3 Construction. Article, paragraph, and subparagraph captions are for convenience only and are not part
of this Agreement and do not define, limit, or construe their contents. Words of any gender shall

include masculine, feminine, and neuter usages and, where the context requires, words in the singular
or plural shall include the other. The language in all parts of this Agreement shall be construed simply
according to its fair and plain meaning and not strictly for or against you or us. If any provision of this
Agreement is capable of two constructions, one of which would render the provision void and the
other of which would render the provision valid, then the provision shall have the meaning that
renders it valid. This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original. The attachments and exhibits referenced herein shall be construed with and as an
integral part of this Agreement to the same extent as if they were set forth verbatim herein. The word,
“or”, is not exclusive.
26 REPRESENTATIONS; ACKNOWLEDGMENTS
26.1 Your Representations, Warranties, Assurances, and Acknowledgements. For all time, you and each
Franchisee Member, separately and jointly, represent and warrant to us as follows:
26.1.1 The Franchisee is the person, persons, or Legal Entity listed in the opening paragraph of this
Agreement. If more than one party is described therein, each shall be liable jointly and
severally for your performance under this Agreement. No other person or Legal Entity,
including any of your Franchisee Members or any Guarantor, is entitled to rely on, enforce, or
obtain relief for, any breach of this Agreement by us, either directly or by subrogation. You
are duly organized, validly existing, and in good standing under the laws of your state, as such
state is identified in the opening paragraph of this Agreement. You have full power, right, and
authority to enter into, and perform your obligations under, this Agreement. Your execution,
delivery, and performance of this Agreement has been duly and properly authorized in
accordance with applicable law and your charter, certificate of incorporation, by‐laws,
partnership documents, and formation documents, as applicable. This Agreement constitutes
your valid and binding obligation, enforceable against you in accordance with its terms. Your
execution, delivery, and performance of this Agreement and the undertakings contemplated
herein, do not and will not conflict with or result in, with or without the giving of notice or
lapse of time or both, any violation of, or constitute a breach or default under, your charter,
certificate of incorporation, by‐laws, partnership documents, and formation documents or any
resolution you have or will adopt, Franchisee Members, or your board of directors or
governing board and not rescinded. Your execution of this Agreement does not violate any
term of any other agreement or commitment to which you or any of your affiliates are a party
or to which any of your Franchisee Members or any Guarantor is a party. Your execution of
this Agreement does not violate any term of any stockholder, partnership, or member
agreement of any Legal Entity that is the Franchisee or of any amendment thereto.
26.1.2 All of the Franchisee Members and their percentage share of ownership, as of the date
therein, are accurately set forth in Exhibit G of this Agreement. Neither you nor any
Franchisee Member is a trust. You agree to notify us of any changes to the Franchisee
Members. Any change in the identity or ownership percentage of any Franchisee Member
constitutes a Transfer and is governed by Paragraph 14 above.
26.1.3 If your spouse, the Franchisee Members, or the spouses of the Franchisee Members, are not
the Franchisee, then these individuals shall execute the Guarantee Agreement, the current
version of which is in Exhibit A to this Agreement.
26.1.4 The written information and application you and each Franchisee Member previously
submitted to us are true and complete; and the information you and they submit to us in
connection with this Agreement are true and complete. Such information includes that on our
confidential application, the franchisee ownership description form, any other form and
application. You acknowledge that we are entering into this Agreement relying on such
information and application.

26.1.5 In their dealings with you, our officers, directors, employees, and agents act in a
representative, and not a personal, manner or capacity.
26.1.6 You received our Franchise Disclosure Document (with all its exhibits, including this
Agreement with all its exhibits) at least 14 calendar days before you signed this Agreement or
paid us any monies under this Agreement or earlier upon your reasonable request. You have
not received from us any oral or written promises, representations, or warranties, express or
implied, or quantitative or qualitative, that is not in our Franchise Disclosure Document or that
is inconsistent with, or contradictory to, anything that is in our Franchise Disclosure Document
as to (a) us, (b) the Exclusive Area, (c) any elimination, expansion, or reduction of the Exclusive
Area, (d) any potential or actual success, earnings, revenue, expense, profit, or cash flow of
your Franchised Business; or (e) the rights granted under this Agreement.
26.1.7 You have not received any written email, letter, communication, or correspondence or any
oral communication or assurance from any Franchisor Entity modifying in any way any term or
condition of this Agreement or any other agreement between you or and any of your affiliates
and us or any of our affiliates. If you have received any such email, letter, communication,
correspondence, or assurance, such email, letter, communication, correspondence, and
assurance are void, null, and of no effect as of the Agreement Date. This Agreement does not
grant you any right to provide School Services, eTutoring, or Home Tutoring at any time or at
any location. We are not obligated to offer you a Development Agreement, Turn Key
Agreement, or any agreement giving you rights beyond this agreement, including rights to
School Services, eTutoring, or Home Tutoring. You have not received any assurance,
representation, or guarantee, whether oral or written, express or implied, from us that we will
offer you the opportunity to enter into any such agreement.
26.1.8 You have conducted a thorough, independent investigation of the business contemplated by,
and the activities to be conducted under, this Agreement; and the suitability of the Site
Selection Area and Exclusive Area for the conduct of the Franchised Business. You are
entering into this Agreement solely as a result of such independent investigation and not as a
result of any oral or written representation, guarantee, financial performance representation,
warranty, or inducement by us or any of our present or past directors, stockholders, officers,
employees, or agents that is contrary to, or at variance with, any term of our Franchise
Disclosure Document or this Agreement. You have had every opportunity to speak with each
and all of our franchisees and we did not limit or restrict you in any way from speaking with
any of them. You have had every opportunity to speak with each and all of our advertising
cooperative associations and we did not limit or restrict you in any way from speaking with
any of them. You have been accorded ample opportunity to ask us all your questions about
us, the System, the Marks, the business franchised hereunder, this Agreement and its exhibits,
and our Franchise Disclosure Document and its exhibits and we have answered each and all of
your questions to your full and complete satisfaction. You have been accorded full and
adequate opportunity to consult with, and be advised by, counsel of your own choosing about
the risks of entering into this Agreement; our Franchise Disclosure Document and all its
exhibits; this Agreement and all its exhibits; and each and every other agreement you execute
contemporaneously with this Agreement.
26.1.9 Any information you may have received in any Discovery Conference does not constitute our
opinions, ideas, or representations. All opinions, ideas, and representations made by any
Discovery Conference participant is such participant’s alone and not ours. The opinions, ideas,
and representations of each Discovery Conference participant may not represent those of any
of our franchisees. No Discovery Conference participant has been authorized by us to provide
any information regarding any potential or actual success, earnings, revenue, expense, profit,
or cash flow of their franchised business.
26.1.10 You have received a market development plan for the area or market within which you might

locate the Premises. Subject to the terms of this Agreement, we or our affiliates may establish
or franchise businesses the same as or similar to the Franchised Business at any location,
whether or not such locations were, now are, or will be identified in a market development
plan or elsewhere. We or our affiliates are not obligated in any way to establish or franchise
any businesses the same as or similar to the Franchised Business identified now or in the
future in any market development plan. Any existing or future franchised business may
compete with the Franchised Business. Any market development plans and any demographic
or similar information you may have received from us do not constitute any representation by
us as to the viability or likelihood of success of any location for a franchised business and do
not guarantee that the Premises will or should be located at any specific site or in any area
described in them. No market development plan is predictive of any potential business
success, revenue, or profits for the Franchised Business. You have not relied in any way on
any market development plans or other demographic or similar material we provided to you in
your decision to enter into this Agreement or into any other agreement with us.
26.1.11 Our approval of the Approved Location, Exclusive Area, and Site Selection Area does not
constitute an assurance, representation, or warranty of any kind, express or implied, as to the
suitability of the Approved Location, Exclusive Area, or Site Selection Area for the Premises or
for any franchised business or purpose. Our approval of the Approved Location, Exclusive
Area, Site Selection Area, Premises, and any reduced Exclusive Area, indicates only that we
believe the Approved Location, Exclusive Area, Site Selection Area, Premises, and any reduced
Exclusive Area comply with minimum criteria we established solely for our purposes as of the
time of the evaluation. You and we acknowledge and agree that (a) application of such criteria
will not be predictive of potential business, success, or Gross Revenue for your Franchised
Business or for your Approved Location, Exclusive Area, any reduced Exclusive Area, Site
Selection Area, or Premises; (b) after our approval of the Approved Location, Exclusive Area,
any reduced Exclusive Area, and Site Selection Area, demographic or economic factors, such as
competition from other similar businesses, including other businesses now or hereinafter
established by us or our franchisees, included in or excluded from our criteria could change,
thereby altering the potential business, success, or Gross Revenue of the Franchised Business
and of the Approved Location, Exclusive Area, Site Selection Area, Premises and any reduced
Exclusive Area; and (c) such factors are unpredictable and are completely beyond our
knowledge and control. The process of locating and negotiating the Premises purchase, lease,
or sublease, securing financing, recruiting, and hiring staff, and constructing and opening the
Premises takes a substantial period of time and involves risks and expenses. You agree that
we make no assurance that you will be successful in any of these activities.
26.1.12 The business franchised under this Agreement and the activities required hereunder involve
risks that make your success largely and principally dependent on your and your Franchisee
Members’ abilities and services and on any persons you employ. Any average, minimum,
maximum, range, estimate, or other amount cited in this Agreement, our Franchise Disclosure
Document, or any agreement between you or any of your affiliates and us and any of our
affiliates is not a representation, estimation, or projection of your Gross Revenue, earning
potential, or any expenses you may incur in connection with the Franchised Business. Such
averages, minimums, maximums, ranges, estimates, and other amounts include the minimum
Continuing Royalty in Paragraph 6.4 above, the minimum Advertising Fee in Paragraph 12.2
above, the minimum Gross Revenue in Paragraph 4.8 above, the minimum revenue
requirement in connection with the Renewal Franchise Fee in Paragraph 3.1 above, the
minimum advertising requirement in Paragraph 12.1 above, the opening advertising
requirement in Paragraph 12.1 above, and the financial performance representation in Item
19 of our Franchise Disclosure Document. You agree that you may incur substantially greater
expense in your operation of the Franchised Business than any such minimum expenses.
Other businesses that we operate or franchise now or in the future may affect significantly
your business, success, Gross Revenue, operations, and staff. Under no circumstance shall we
be responsible or be obligated to reimburse or compensate you in any way for any failure of

the Franchised Business or the Approved Location to meet your expectations as to business,
success, Gross Revenue, or operational criteria.
26.2 eProblem Disclaimer. We make no representation or warranty of any kind that the Software; Phone
Number; any Franchisor extranet, wide area private or other network, Web Site, or any Email Account
or other email system; any software we recommend or require; or any computer system, program,
technology, Internet, or Internet connection used by you or any computer in which any of the
foregoing is or may be operating will be error free or free of any eProblem. You agree it is solely your
responsibility to inform and protect yourself against eProblems.
26.3 EMAIL ACCOUNT DISCLAIMER AND LIMITATION OF LIABILITY. WE MAKE NO REPRESENTATION OR

WARRANTY OF ANY KIND, WHETHER SUCH WARRANTY BE EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY
FROM COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT TO ANY EMAIL ACCOUNT OR ANY
RELATED MATERIAL, TRAINING, OR ASSISTANCE. WITHOUT LIMITING THE FOREGOING, WE MAKE NO
REPRESENTATION OR WARRANTY ABOUT ANY EMAIL ACCOUNT’S RESULTS, CORRECTNESS, ACCURACY,
RELIABILITY, OR CURRENTNESS; AND MAKE NO REPRESENTATION OR WARRANTY OF NON‐
INFRINGEMENT OR THAT ANY EMAIL ACCOUNT WILL BE UNINTERRUPTED OR ERROR FREE. IN NO
EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES, LOSSES OR EXPENSES INCLUDING LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, OR LOSS
OF GOODWILL RELATING TO YOUR USE OF ANY EMAIL ACCOUNT, EVEN IF WE OR OUR SUPPLIERS HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WE BE LIABLE FOR ANY
DAMAGES CAUSED BY DELAY IN FURNISHING ANY EMAIL ACCOUNTS UNDER THIS AGREEMENT.
26.4 PHONE NUMBER WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY. YOU ARE SOLELY
RESPONSIBLE FOR USE OF THE PHONE NUMBER. WE DO NOT MAKE ANY REPRESENTATION OR
WARRANTY OF ANY KIND, WHETHER SUCH WARRANTY BE EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY
FROM COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT TO THE PHONE NUMBER, OR ANY
RELATED MATERIAL, TRAINING, OR ASSISTANCE. THE PHONE NUMBER AND ANY RELATED MATERIAL,
TRAINING, OR ASSISTANCE ARE PROVIDED “AS IS.” WITHOUT LIMITING THE FOREGOING, WE MAKE NO
REPRESENTATION OR WARRANTY OF NON‐INFRINGEMENT OR ABOUT THE PHONE NUMBER’S RESULTS,
CORRECTNESS, ACCURACY, RELIABILITY, OR CURRENTNESS; MAKE NO REPRESENTATION OR
WARRANTY THAT THE PHONE NUMBER’S OPERATION WILL BE UNINTERRUPTED OR ERROR FREE; AND
MAKE NO REPRESENTATION OR WARRANTY THAT WE HAVE USED THE PHONE NUMBER. IN NO EVENT
SHALL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES, LOSSES OR EXPENSES INCLUDING LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA OR LOSS
OF GOODWILL RELATING TO YOUR LICENSING OR USE OF THE PHONE NUMBER, EVEN IF WE OR OUR
SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WE BE
LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN FURNISHING THE PHONE NUMBER UNDER THIS
AGREEMENT. OUR LIABILITY TO YOU FOR DAMAGES OR MONETARY PAYMENTS OF ANY NATURE
UNDER THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY OR TORT (INCLUDING NEGLIGENCE),
SHALL IN NO EVENT EXCEED THE PHONE NUMBER LICENSE FEE PAID TO US PURSUANT TO THIS
AGREEMENT. THE FOREGOING DESCRIBES YOUR SOLE, AND EXCLUSIVE REMEDY FOR DAMAGES OR
MONETARY PAYMENTS AS DESCRIBED ABOVE.
26.5 SOFTWARE WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY. WE MAKE NO REPRESENTATION

OR WARRANTY THAT THE SOFTWARE, ANY FRANCHISOR EXTRANET, ANY FRANCHISOR WEB SITE, ANY
FRANCHISOR‐RECOMMENDED SOFTWARE, OR ANY COMPUTER SYSTEM OR PROGRAM USED BY YOU
OR ANY COMPUTER IN WHICH SUCH SOFTWARE OR TECHNOLOGY IS OR MAY BE OPERATING WILL BE
ERROR FREE OR FREE OF ANY EPROBLEM. YOU AGREE YOU ARE SOLELY TO INFORM AND PROTECT
YOURSELF AGAINST EPROBLEMS. YOU ARE SOLELY RESPONSIBLE FOR USE OF THE SOFTWARE. WE DO
NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER SUCH WARRANTY BE
EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR ANY WARRANTY FROM COURSE OF DEALING OR USAGE OF TRADE WITH

RESPECT TO THE SOFTWARE OR ANY RELATED DOCUMENTATION, MATERIAL, TRAINING, OR

ASSISTANCE. THE SOFTWARE AND ANY RELATED DOCUMENTATION MATERIAL, TRAINING, OR
ASSISTANCE ARE PROVIDED “AS IS.” WITHOUT LIMITING THE FOREGOING, WE MAKE NO
REPRESENTATION OR WARRANTY ABOUT THE SOFTWARE'S OR ITS DOCUMENTATION’S RESULTS,
CORRECTNESS, ACCURACY, RELIABILITY, OR CURRENTNESS; MAKES NO REPRESENTATION OR
WARRANTY OF NON‐INFRINGEMENT OR THAT THE SOFTWARE'S OPERATION WILL BE UNINTERRUPTED
OR ERROR FREE; AND MAKES NO REPRESENTATION OR WARRANTY THAT WE HAVE USED THE
SOFTWARE OR ITS DOCUMENTATION. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSSES OR EXPENSES INCLUDING LOSS OF USE,
LOSS OF PROFITS, LOSS OF DATA OR LOSS OF GOODWILL RELATING TO YOUR LICENSING OR USE OF
THE SOFTWARE, EVEN IF WE OR OUR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN FURNISHING
THE SOFTWARE UNDER THIS AGREEMENT. OUR LIABILITY TO YOU FOR DAMAGES OR MONETARY
PAYMENTS OF ANY NATURE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY OR TORT
(INCLUDING NEGLIGENCE), SHALL IN NO EVENT EXCEED THE SOFTWARE LICENSE FEE PAID TO US
PURSUANT TO THIS AGREEMENT. THE FOREGOING DESCRIBES YOUR SOLE, AND EXCLUSIVE REMEDY
FOR DAMAGES OR MONETARY PAYMENTS AS DESCRIBED ABOVE.
26.6 Compliance with Anti‐Terrorism Laws. You acknowledge that under applicable U.S. law, including the
Executive Order, we are prohibited from engaging in any transaction with any person engaged in, or
with a person aiding any person engaged in, acts of terrorism, as defined in the Executive Order.
Accordingly, you represent and warrant to us that as of the Agreement Date, neither you nor any
Franchisee Member, is designated under the Executive Order as a person with whom business may not
be transacted by us; and that you (a) do not, and hereafter shall not, engage in any terrorist activity; (b)
are not affiliated with and do not support any individual or entity engaged in, contemplating, or
supporting terrorist activity; and (c) are not acquiring the rights granted under this Agreement with the
intent to generate funds to channel to any individual or entity engaged in, contemplating, or supporting
terrorist activity, or to otherwise support or further any terrorist activity.
26.7 Retained Rights. You acknowledge and agree that we and our affiliates retain the rights, among
others, in our and their sole and absolute discretion:
26.7.1 To establish or operate, and license others to establish or operate, businesses the same as,
similar to, or different from the Franchised Business offering Huntington Services or other
products or services under the Marks or any other trademarks or service marks, at any
location outside the Exclusive Area, notwithstanding such business' proximity to your
Premises;
26.7.2 Within and outside the Exclusive Area, and notwithstanding any other provision hereof, to
market, sell, or distribute, and to license and contract with others to market, sell and
distribute, any educational products or services of any kind (including books; audio tapes;
video tapes; study aids; computer software and other software; testing materials; curricula;
eTutoring, Home Tutoring, School Services, and teaching, training, computerized instructional,
testing, instructional, tutoring, counseling, and guidance services) to any person, organization,
public or private entity, or governmental agency using the Marks or other trademarks or
service marks, through any channel of distribution, including through any computer service,
email, the Internet, or any computer, television, or other electronic device; bookstores or any
other retail outlets; direct marketing sales, mail order; or guidance centers;
26.7.3 Within the Exclusive Area: (1) to offer, sell, and provide (and to contract with, or license,
others to offer, sell, and provide) any products and services of any kind (other than Huntington
Services) under the Marks or other trademarks or service marks; (2) to develop and establish
other businesses and systems using trademarks and service marks other than the Marks for
any products and services (other than Huntington Services); and (3) to grant licenses thereto,
without providing any rights therein to you;

26.7.4 Within and outside the Exclusive Area, and notwithstanding any other provision hereof, to
acquire, merge with, or otherwise affiliate with, and thereafter own and operate, and
franchise or license others to own and operate, any educational business or other business of
any kind, including any business that offers products or services the same as or similar to
Huntington Services under the System or using the Marks or any other system or trademarks
or service marks;
26.7.5 Outside the Exclusive Area, to offer, sell, and provide (and to contract with, or license, others
to offer, sell, and provide) any products and services of any kind (including Huntington
Services) under the Marks or other trademarks or service marks; and to develop and establish
other businesses and systems using trademarks and service marks other than the Marks for
any products and services, including Huntington Services, and to grant licenses thereto,
26.7.6 To administer and control the Advertising Fund, except to the extent otherwise specifically
provided herein; and
26.7.7 To license the Software and the Phone Number to others upon the same or different terms
from time to time and at any location.
26.8 Government and Other Programs. You acknowledge and agree that: (a) You have no right to, and
shall not, market or provide any tutorial, educational, instructional, or other services, including any
services that are the same as, or similar to, Huntington Services or School Services, to any organization,
public or private entity, or quasi‐governmental or governmental agency without our prior written
approval; and we have the right, in our sole discretion, to refuse to grant you any such approval for any
or no reason; and (b) we and our affiliates have the right to market and provide any tutorial,
educational, instructional, and other services, including any services that are the same as, or similar to,
Huntington Services or School Services, to any organization, public or private entity, or quasi‐
governmental or governmental agency at any time and at any location, including at any location within
the Exclusive Area and to grant such rights to others, including our franchisees and affiliates.
26.9 Marks. You acknowledge and agree that the license of the Marks granted hereunder to you is
nonexclusive, and we and our affiliates retain the rights, among others, (1) to use the Marks in the
Exclusive Area for any purpose not specifically prohibited by this Agreement; (2) to develop and
establish other businesses and systems in the Exclusive Area using trademarks and service marks other
than the Marks for products and services other than Huntington Services, and to grant licenses thereto
in the Exclusive Area without providing any rights therein to you; (3) to develop and establish
businesses and systems in the Exclusive Area using similar proprietary marks, or any other proprietary
marks, and to grant licenses thereto in the Exclusive Area without providing any rights therein to you;
(4) to use and license the Marks and other marks outside the Exclusive Area at any time for any
purpose; and (5) to use the Marks in connection with School Services, eTutoring, and Home Tutoring at
any location, including at any location within the Exclusive Area
26.10 Business Activity. You understand and agree that businesses offering Huntington Services, School
Services, eTutoring, and Home Tutoring operated by us or our affiliates or franchisees may use the
Marks and solicit customers inside and outside of the Exclusive Area and may compete against you
without compensation of any kind to you. You agree you shall make no claim, including any claim of
encroachment or loss of business or damage, due to such use of the Marks or such competition. You
agree you shall make no claim, including any claim of encroachment or loss of business or damage for
any of the activities described in Paragraphs 26.1.12, 0, and 26.8 hereof and this Paragraph 26.10. You
agree we reserve absolutely all rights not expressly granted to you in this Agreement.
26.11 Survival. You agree that each and every representation, warranty, and agreement you make in this
Agreement, including those in the Paragraph 26, shall survive the expiration or termination of this

Agreement. You agree that we provide no warranties, representations, or agreements, except those
specifically identified in this Agreement.
27 ACCEPTANCE AND AGREEMENT. I HAVE READ AND UNDERSTAND FULLY THIS AGREEMENT AND ALL OF ITS
EXHIBITS. I HAVE HAD FULL AND ADEQUATE OPPORTUNITY TO CONSULT WITH, AND BE ADVISED BY,
COUNSEL OF MY OWN CHOOSING REGARDING THIS AGREEMENT AND THE TRANSACTION GOVERNED BY THIS
AGREEMENT. I ACCEPT AND AGREE TO BE BOUND BY, AND TO PERFORM ACCORDING TO, THIS AGREEMENT
AND EACH AND ALL OF ITS TERMS, WITHOUT RESERVATION. I ACKNOWLEDGE RECEIPT OF A COMPLETED
COPY OF THIS AGREEMENT AND ALL RELATED AGREEMENTS ATTACHED TO THE FRANCHISE DISCLOSURE
DOCUMENT WITH ANY CHANGES TO SUCH AGREEMENTS UNILATERALLY AND MATERIALLY MADE BY THE
FRANCHISOR AT LEAST 7 CALENDAR DAYS BEFORE I EXECUTED THEM.
IN WITNESS WHEREOF, you and we have executed this Franchise Agreement on the Agreement Date.
For the Franchisor, Huntington Learning Centers, Inc.,
Raymond J. Huntington Chairman

Print name Signature Title
For the Franchisee (This is executed by all individuals comprising the Franchisee, if the Franchisee is an individual;
or all officers of the corporation, if the Franchisee is a corporation; or all partners or members, if the Franchisee is a
partnership or limited liability company.)
Name of Franchisee (Enter the same name that

appears before Paragraph 1 of this Agreement):

HUNTINGTON LEARNING CENTERS, INC. FRANCHISE AGREEMENT EXHIBIT A, Page 1
GUARANTEE AGREEMENT
In consideration of, and in order to induce Huntington Learning Centers, Inc. (the “Franchisor”, “Huntington”,
“we”, “us”, and “our”) to execute the Franchise Agreement (the “Agreement”), each of the undersigned (the
“Guarantors”) personally, unconditionally, and irrevocably, jointly and severally, accept and agree that they shall
be bound by, and perform according to, each and all of the provisions, covenants, and conditions of the Agreement
executed between the Franchisor and the (in the following space, enter the Franchisee’s name) _______________
a Franchisee (as defined in the Agreement), for the operation of a Huntington Learning Center®. Unless specifically
stated otherwise, the terms used in this Guarantee shall have the same meaning as in the Agreement. Each
Guarantor personally, unconditionally, and irrevocably, jointly and severally, accepts and agrees as follows:
1. Upon demand by the Franchisor, each Guarantor will immediately make each payment required of the
Franchisee under the Agreement to the Franchisor, customers, vendors, landlords, and any other individual or
Legal Entity to whom the Franchisee owes any payment. Each Guarantor hereby waives any right to require
the Franchisor to: (a) proceed against the Franchisee for any payment required under the Agreement; (b)
proceed against or exhaust any security from the Franchisee; or (c) pursue or exhaust any remedy, including
any legal or equitable relief, against the Franchisee. Without affecting the obligations of any Guarantor under
this Guarantee, the Franchisor may, without notice to any Guarantor, extend, modify, or release any
indebtedness or obligation of the Franchisee, or settle, adjust, or compromise any claims against the
Franchisee. We have the right to require, in the Manual or otherwise in writing, that each Guarantor make any
payment required under the Agreement and this Guarantee directly to it, its affiliates, or to a bank or such
other financial institution account specified by the Franchisor, at the times and with the frequency designated
by the Franchisor, by electronic funds transfer, on‐line banking, pre‐authorized auto‐draft arrangement, or
such other means as the Franchisor may specify from time to time, notwithstanding any other provisions of
the Agreement, and each Guarantor agrees to comply with such requirement. Each Guarantor shall furnish
the Franchisor, our bank, or other financial institution, and any other recipient of payment with such
information and authorizations as may be necessary to permit such persons to make withdrawals by electronic
funds transfer, on‐line banking, or auto‐draft arrangement. Each Guarantor shall bear all expenses, if any,
associated with such authorizations and payments. In addition, each Guarantor understands, acknowledges,
and agrees that each of the undersigned will be secondarily liable for any Transferee’s performance under its
franchise agreement; provided, however, that this secondary liability will cease on the later of: (a) the end of
the term of the Transferee’s franchise agreement; or (b) three (3) years after the Transfer. Each Guarantor
understands, acknowledges, and agrees that nothing contained in this Guarantee shall release him, her, or it
of or from any of such Guarantor’s obligations under the Agreement or the Transferee’s obligations under its
franchise agreement, or the obligations of Transferee’s Franchisee Members under the guarantee agreement
executed by such members.
2. Each Guarantor waives notice of amendment of the Agreement and notice of demand for payment by the
Franchisee, and agrees to be bound by any and all such amendments and changes to the Agreement.
3. Each Guarantor agrees to defend, indemnify, and hold the Franchisor harmless against any and all losses,
damages, liabilities, costs, and expenses (including attorneys’, accountants’, and consultants’ fees, costs, and
expenses, costs of investigation, and court costs expenses) resulting from, consisting of, or arising out of or in
connection with any failure by the Franchisee to perform any obligation of the Franchisee under the
Agreement, any amendment thereto, or any other agreement executed by the Franchisee referred to therein.
4. Term. This Guarantee shall remain in full force and effect until the termination or expiration of all obligations
arising under the Agreement and/or this Guarantee Agreement. All covenants that by their terms continue in
force after the expiration or termination of the Agreement shall remain in force according to their terms.
Upon the death of an individual Guarantor, the estate of such Guarantor shall be bound by this Guarantee, but
only for defaults and obligations hereunder existing at the time of death; and the obligations of the other
Guarantors will continue in full force and effect.
5. Confidential Information. For all time, each Guarantor agrees he shall not communicate, divulge, or use for
the benefit of any other person, corporation, partnership, limited liability company, association, or other
entity, any confidential information, knowledge, or know‐how concerning the methods of operation of the
Franchised Business (including the Manual, Software, and Phone Number) or any student, parent, or guardian

GUARANTEE AGREEMENT
information of the type described in Paragraph 8.7 of the Agreement that may be communicated to any
Guarantor of which such Guarantor may be apprised by virtue of such Guarantor’s operation under the
Agreement or Guarantee. All information, knowledge, know‐how, techniques, and other data that the
Franchisor designates as confidential shall be deemed confidential for purposes of the Agreement and this
Guarantee. If any Guarantor becomes aware of any unauthorized disclosure or use of the Manual or any
confidential information or trade secret of the Franchisor, such Guarantor shall notify the Franchisor
immediately in writing, and the Franchisor shall have the sole and absolute right to take any actions it
determines.
6. Covenants. Each Guarantor agrees that he will receive certain valuable information about the Franchised
Business, including its development and operation and the System, and that this information would not have
been given to any Guarantor, without the undersigned execution of this Guarantee.
6.1. In‐Term Covenant against Competition. Except as otherwise approved in writing by the Franchisor, each
Guarantor covenants and agrees that, during the term of this Guarantee, he shall not, either directly or
indirectly, for himself, or through, on behalf of, or in conjunction with any person or entity: (a) Divert or
attempt to divert any present or prospective business or customer of any Huntington Learning Center® to
any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any
other act injurious or prejudicial to the goodwill associated with the Marks or the System; (b) employ or
seek to employ any person who is at that time or was within one year before such date, employed by the
Franchisor or any Franchisor affiliate or by any other franchisee of the Franchisor or of any Franchisor
affiliate, or otherwise directly or indirectly induce such person to leave his or her employment; or (c) own,
maintain, advise, invest in, operate, engage in, be employed by, be a consultant to, loan money to,
provide any assistance to, be a franchisee of, or have any interest in (as owner, guarantor, or otherwise)
any business (1) that is the same as, or similar to, a Huntington Learning Center®; (2) that offers tutoring
in reading, phonics, study skills, mathematics, or related areas; (3) that offers courses or tutoring to
prepare for standardized entrance examinations, including the SAT and ACT; or (4) that offers educational
services or products the same as or similar to those offered in a Huntington Learning Center®.
6.2. Post‐Term Covenant against Competition. Except as otherwise approved in writing by the Franchisor,
each Guarantor shall not, for a continuous uninterrupted period of 2 years commencing upon (a) any
Transfer having the effect of (1) transferring this Agreement, (2) changing control of the Franchisee, or (3)
changing the ownership of all or substantially all of the assets of the Franchised Business, (b) termination
or expiration of this Agreement (regardless of the cause for termination or expiration), or (c) a final order
of a duly authorized court of competent jurisdiction (after all appeals have been taken) with respect to
any of the foregoing or with respect to enforcement of this Paragraph 6, either directly or indirectly, for
any Guarantor, or through, on behalf of, or in conjunction with, any person or entity: (1) divert or attempt
to divert any present or prospective business or customer of any Huntington Learning Center® to any
competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any
other act injurious or prejudicial to the goodwill associated with the Marks or the System; (2) employ or
seek to employ any person who is at that time, or was within one year prior to such date, employed by
the Franchisee, the Franchisor, any Franchisor affiliate, by any other franchisee of the Franchisor, or by
any Franchisor affiliate, or otherwise directly or indirectly induce such person to leave his or her
employment; or (3) own, maintain, advise, invest in, operate, engage in, be employed by, be a consultant
to, loan money to, provide any assistance to, be a franchisee of, or have any interest (a) in (as owner,
guarantor, or otherwise) any business (i) that is the same as, or similar to, a Huntington Learning Center®;
(ii) that offers tutoring in reading, phonics, study skills, mathematics, or related areas; (iii) that offers
courses or tutoring to prepare for standardized entrance exams, including the SAT and ACT; or (iv) that
offers any educational services or products the same as or similar to those offered in a Huntington
Learning Center®; and (b) which business is, or is intended to be, located in or within: (i) the Premises; (ii)
the Exclusive Area; (iii) a radius of 25 miles from the Exclusive Area; (iv) a radius of 25 miles from the
Approved Location; or (v) a radius of 25 miles from any Huntington Learning Center®.
6.3. Modification; No Defense; Costs and Expenses. We have the right, but not the obligation, during the term
of this Guarantee and at any time afterwards, to reduce the scope of any covenant in this Paragraph 6 or

GUARANTEE AGREEMENT
any portion of any covenant in this Paragraph 6, without the consent of the Franchisee or any Guarantor,
effective immediately upon receipt by the Franchisee or any Guarantor of written notice; and each
Guarantor shall comply immediately with any covenant as so modified, which shall be fully enforceable
without regard to any other provision of this Paragraph 6. The existence of any claim the Franchisee or
any Guarantor may have against the Franchisor, whether or not arising from the Agreement or this
Guarantee, shall not constitute a defense to the enforcement by the Franchisor of the covenants in this
Paragraph 6. Each Guarantor agrees to pay to the Franchisor all costs and expenses, including attorneys’,
accountants’, and consultants’ fees, costs, and expenses, incurred by the Franchisor in connection with, or
related to, enforcement of this Paragraph 6.
6.4. Paragraph 6.2(3) above shall not apply to any Guarantor’s ownership of a less than 5% beneficial interest
in the outstanding equity securities of any corporation which has securities registered under the
Securities Exchange Act of 1934.
7. Applicable Law; Forum. This Guarantee shall be interpreted and construed in accordance with the laws of the
state of Delaware, except for such state’s conflict‐of‐law rules. Each Guarantor agrees that the New Jersey
Franchise Practices Act shall not apply to this Guarantee. Except as otherwise provided in this Guarantee, any
action, whether or not arising out of, or relating to, the Agreement or this Guarantee, whenever and wherever
incurred, whether vested or contingent, whether in law or in equity, whether directly, representatively,
derivatively, or in any other capacity, brought by any Guarantor against the Franchisor shall be brought in the
judicial district in which the Franchisor has, at the time of commencement of such action, its principal place of
business. We shall have the right to commence an action against any Guarantor in any court of competent
jurisdiction. Each Guarantor hereby waives all objections to personal jurisdiction or venue for the purpose of
carrying out the purposes of this Guarantee, and each Guarantor agrees that nothing in this Guarantee shall
be deemed to prevent any party to such action from removing the action from state court to federal court.
Each Guarantor acknowledges and agrees that this Guarantee is made in New Jersey and is to be performed in
part through services rendered to the Franchisee in New Jersey.
8. Waiver of Rights. Each Guarantor waives the right: to enforce any oral agreement, promise, representation, or
warranty not in this Guarantee; to amend, modify, or suspend any provision of the Agreement or this
Guarantee; to stay the effectiveness of any expiration or termination of the Agreement or this Guarantee or
any other agreement between any Guarantor and the Franchisor or any of its affiliates or any pending
expiration or termination thereof; and to seek damages against the Franchisor because the Franchisor insisted
upon the execution of a general release. No Guarantor shall seek to litigate as a representative of, or on
behalf of, any other person, class, or entity any dispute, controversy, or claim of any kind arising out of, or
relating to, the Agreement or this Guarantee, the rights and obligations of the parties, the sale of the
franchise, or other claims or causes of action relating to the performance of any party to the Agreement or
this Guarantee. No action or proceeding under this Guarantee shall add as a party, by consolidation, joinder,
or in any other manner, any person or party other than the Guarantor and the Franchisor and any person in
privity with, or claiming through, in the right of, or on behalf of, the Guarantor or the Franchisor, unless both
Guarantor and the Franchisor consent in writing. We have the absolute right to refuse such consent.
9. Limitation on Claims. Each Guarantor agrees that any and all claims by any Guarantor against the Franchisor
arising out of, or relating to, directly or indirectly, the making of, interpretation of, or performance under the
Agreement or this Guarantee may not be commenced by any Guarantor, unless brought before the earlier of
(1) the expiration of one year after the act, transaction, or occurrence upon which such claim is based; or (2)
one year after the Agreement or this Guarantee expires or is terminated for any reason. Each Guarantor
agrees that any claim or action not brought by any Guarantor within the periods required under this
Guarantee shall forever be barred as a claim, counterclaim, defense, or set off.
10. WAIVER OF TRIAL BY JURY. EACH GUARANTOR AGREES TO WAIVE A TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING, WHETHER AT LAW OR IN EQUITY, ABOUT ANY AND ALL ISSUES THAT ARISE OUT OF, CONCERN,
OR RELATE TO, THE AGREEMENT OR THIS GUARANTEE, ANY AND ALL TRANSACTIONS CONTEMPLATED IN THE
AGREEMENT AND THIS GUARANTEE, EACH GUARANTOR’S PERFORMANCE UNDER THIS GUARANTEE, OR
OTHERWISE, DURING THE TERM OF THIS GUARANTEE AND AFTERWARDS. EACH GUARANTOR AND THE

GUARANTEE AGREEMENT
FRANCHISOR MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS GUARANTEE WITH ANY COURT AS
WRITTEN EVIDENCE OF EACH GUARANTOR’S AND OUR CONSENT TO THE WAIVER OF A TRIAL BY JURY. EACH
GUARANTOR ACKNOWLEDGES AND AGREES THAT HE HAS HAD FULL AND ADEQUATE OPPORTUNITY TO
CONSULT WITH, AND BE ADVISED BY, COUNSEL OF HIS OWN CHOOSING ABOUT THE TRANSACTION
GOVERNED BY THE AGREEMENT AND THIS GUARANTEE AND SPECIFICALLY ABOUT THE TERMS OF THIS
GUARANTEE, WHICH CONCERNS THE WAIVER OF RIGHT TO TRIAL BY JURY BY EACH GUARANTOR AND THE
FRANCHISOR. EACH GUARANTOR AGREES THAT HIS REPRESENTATIONS SHALL SURVIVE THE EXPIRATION OR
TERMINATION OF THIS GUARANTEE.
11. Limitation on Remedies. During the term of this Guarantee and afterwards, each Guarantor waives to the
fullest extent permitted by law any right to, or claim for, any punitive, speculative, exemplary, incidental,
indirect, special, or consequential damages against the Franchisor and all of its affiliates and each of their past
and present stockholders, directors, officers, employees, and agents arising out of any cause whatsoever that
arises out of, concerns, or relates to, the making of, interpretation of, or performance under, directly or
indirectly, the Agreement and this Guarantee, whether such cause is based in contract, negligence, strict
liability, other tort, or otherwise, including any Guarantor’s claim or counterclaim that the Franchisor
unreasonably gave, withheld, or delayed its consent or approval to anything.
12. Specific Performance. Notwithstanding any other provision of this Guarantee, the Franchisor has the right to
seek specific performance of any Guarantor’s obligations under this Guarantee or injunctive relief against any
conduct that will cause it loss or damage, under customary equity rules, to prevent a breach or threatened
breach of this Guarantee, without the need to show monetary damages and without posting a bond. Such
conduct includes any use by any Guarantor relating to the Marks, the System, the Manual, or our trade
secrets. An application for such a remedy shall not be deemed an election or a waiver of any other remedy
under this Guarantee or at law or in equity. The Franchisor may file an original counterpart or a copy of this
Guarantee with any court as written evidence of the undersigned’s consent to the issuance of injunctive relief.
13. Costs and fees. Except as otherwise specifically provided for herein, in any judicial or administrative action,
order, or proceeding hereunder involving any Guarantor and the Franchisor during the term of this Guarantee
or thereafter, the prevailing party shall be entitled to recover its out‐of‐pocket costs and expenses, including
all court costs and attorneys’, accountants’, and consultants’ fees, costs, and expenses.
14. Miscellaneous. Each article, paragraph, subparagraph, term, condition, and covenant of this Guarantee and all
portions of them shall be considered severable. If, for any reason, any portion of this Guarantee is determined
to be unconscionable or unenforceable or invalid, contrary to, or in conflict with, any applicable present or
future law, rule, or regulation in a final unappealed ruling issued by any court, agency, or tribunal with valid
jurisdiction in an action or proceeding to which the Franchisor is a party, that ruling shall not impair the
operation of, or have any other effect upon, any other portion of this Guarantee, all of which shall remain
binding on each Guarantor and the Franchisor and shall continue to be given full force and effect. Any invalid
portion shall be deemed not to be a part of this Guarantee as of the date on which the ruling becomes final, if
any Guarantor is a party to this action or proceeding, or on such Guarantor’s receipt of notice of non‐
enforcement from the Franchisor. Each Guarantor agrees to be bound by any promise or covenant imposing
the maximum duty permitted by law that is subsumed within the terms of any provision hereof, as though it
were separately articulated in, and made a part of, this Guarantee, that may result from striking from any of
the provisions hereof any portion or portions that a court or agency having valid jurisdiction may hold to be
unreasonable and unenforceable in an unappealed final decision to which the Franchisor is a party, or from
reducing the scope of any promise or covenant to the extent required to comply with such a court or agency
order. Any defined term used in this Guarantee shall have the same meaning as defined in the Agreement.
Article, paragraph, and subparagraph captions are for convenience only and are not part of this Guarantee and
do not define, limit, or construe their contents. Words of any gender shall include masculine, feminine, and
neuter usages and, where the context requires, words in the singular or plural shall include the other. The
language in all parts of this Guarantee shall be construed simply according to its fair and plain meaning and
not strictly for or against any Guarantor or the Franchisor. If any provision of this Guarantee is capable of two
constructions, one of which would render the provision void and the other of which would render the
provision valid, then the provision shall have the meaning that renders it valid. This Guarantee may be

GUARANTEE AGREEMENT
executed in multiple counterparts, each of which shall be deemed an original. The attachments and exhibits
referenced herein shall be construed with and as an integral part of this Guarantee to the same extent as if
they were set forth verbatim herein. For purposes of this Guarantee, (a) the words “include,” “includes”, and
“including” shall be deemed to be followed by the words “without limitation,” (b) the word “or” is not
exclusive, and (c) the words “herein”, “hereof”, “hereby”, “hereto”, and “hereunder” refer to this Guarantee
as a whole. Each signatory to this Guarantee executes it as an individual and not in any capacity as an officer,
director, shareholder, or member of the Franchisee or of any other entity. Any title any signatory affixes
hereunder is non‐binding and is of no effect under this Guarantee.
15. Notices. All notices to any Guarantor and the Franchisor during the term of this Guarantee and afterwards
shall be in writing and shall be sent to the other party by registered or certified mail, postage fully prepaid,
return receipt requested, or sent by other means that affords the sender evidence of delivery, attempted
delivery, or rejected delivery, addressed to such party’s address for notices as identified in the Agreement, or
at any other address that any Guarantor or the Franchisor designates in writing, provided, however, that no
notices shall be sent hereunder by email or by telefax and not Guarantor shall designate any address that is a
post office box. Notices shall be deemed delivered and received on the earliest of actual receipt; 5 business
days after placement in the U.S. mail; or one business day after mailing, if placed in the U.S. mail or a courier
service for next business day delivery. If no address is entered for the Guarantors below, the Franchisor may
send all notices to all Guarantors to the Franchisee’s address for notice.
Notices to the Franchisor: Huntington Learning Centers, Inc.; 496 Kinderkamack Road ; Oradell, New Jersey
7649; Attn: Chairman
Notices to Guarantors:
(Please enter the names
and addresses of
Guarantors – not a post
office box)
Acceptance and Agreement. I have read and understand the Agreement and this Guarantee. I agree to be bound
by, and to perform according to, the Agreement and this Guarantee. I acknowledge and agree that I have had full
and adequate opportunity to consult with, and be advised by, counsel of my own choosing about the transaction
governed by the Agreement and this Guarantee. I have a copy of the Agreement and this Guarantee.
IN WITNESS WHEREOF, each of the undersigned has hereunto affixed his or her signature on the same date the
Franchisee executed the Franchise Agreement.
Print name Signature

HUNTINGTON LEARNING CENTERS, INC. FRANCHISE AGREEMENT EXHIBIT B, Page 1
ADA CERTIFICATION
Huntington Learning Centers, Inc. (the “Franchisor”) and _______________________________________________

(the “Franchisee”) are parties to a franchise agreement dated ___________________________________________
(the “Franchise Agreement”) for the operation of a Huntington Learning Center® at
____________________________________________________________________________________________
(the “Franchised Business”) (If the Franchised Business is not yet established, then write the words, “not yet open,”
in the proceeding space.) in the Exclusive Area designated as (in the following space, enter the name of the
exclusive area) ________________________________________________________________________________.
In accordance with Paragraph 4.4 of the Franchise Agreement, the Franchisee hereby certifies to the Franchisor
that, to the best of the Franchisee’s knowledge, the Franchised Business and its adjacent areas comply fully with all
applicable federal, state, and local accessibility laws, statutes, codes, rules, regulations, and standards, including
the Americans with Disabilities Act (the “ADA”). The Franchisee acknowledges that it is an independent contractor
and the requirement of this certification by the Franchisor does not constitute ownership, control, leasing, or
operation of the Franchised Business by the Franchisor. The Franchisee acknowledges that the Franchisor has
relied on the information contained in this certification. The Franchisee agrees to indemnify the Franchisor and its
affiliates and their respective officers, directors, and employees in connection with any and all claims, losses, costs,
expenses, liabilities, compliance costs, and damages incurred by the indemnified parties as a result of any matters
associated with the Franchisee’s compliance with the Americans with Disabilities Act, as well as the costs, including
attorneys’, accountants’, and consultants’ fees and costs, related to the same.
IN WITNESS WHEREOF, the undersigned have executed this ADA Certification on the date
appears before Paragraph 1 of the Franchise
Agreement):

HUNTINGTON LEARNING CENTERS, INC. FRANCHISE AGREEMENT EXHIBIT C, Page 1
CONFIDENTIALITY AND NON‐COMPETITION AGREEMENT
Directions. Each of the following individuals complete and sign one copy of this Confidentiality and Non‐
Competition Agreement and the Franchisee return it to the Franchisor. These individuals are: The Franchisee, the
Franchisee’s spouse, each Franchisee Member, each spouse of each Franchisee Member, the Manager, each
Guarantor, each spouse of each Guarantor, and each employee having access to any Franchisor confidential
information. (A Franchisee Member is any owner of any interest, directly or indirectly, in the Franchisee.)
Print your name
Street
Your address (street, town,
state, ZIP Code)
Town
State ZIP Code
Your phone number (with

( )
area code)
Name of your employer (the
“Employer”)
City State
City and state in which your
Employer is located
Identify the position you hold
or will hold with your
Employer
In consideration of your position with the above employer (the “Employer”), and One Dollar, receipt of which is
hereby acknowledged, you, the undersigned, hereby acknowledge and agree that:
Confidentiality Agreement. Your Employer operates a franchised Huntington Learning Center® (the “Center”)
under a franchise agreement with Huntington Learning Centers, Inc. (the “Franchisor”). The Center offers tutoring
in reading, phonics, study skills, mathematics, and related areas; and prepares students for certain standardized
entrance examinations, including the SAT and ACT. During the term of your employment with your Employer and
for all time thereafter, you agree not to communicate, divulge, or use for the benefit of any person or entity (such
as a partnership, association, limited liability company, corporation, or other entity) any confidential information,
knowledge, or know‐how concerning our system of operation (the “System”), including the training you receive
and the methods of operation of the Center that may be communicated to you by virtue of your employment or
affiliation with your Employer. Any and all information, knowledge, know‐how, techniques, and other data that
the Franchisor designates as confidential shall be deemed confidential for purposes of this Confidentiality and
Non‐competition Agreement (the “Agreement.”)
Non‐Competition Agreement. You agree you will receive certain valuable information about our System, and this
information would not have been given to you, without your execution of this Agreement. You covenant that
while you are employed by your Employer and for a continuous uninterrupted period of two years beginning when
your employment or affiliation with your Employer ends, you shall not in any way (directly or indirectly, for
yourself, or through, on behalf of, or in conjunction with any person or entity): (a) divert or attempt to divert any
present or prospective business or customer of any Huntington Learning Center® to any competitor, by direct or
indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to
the goodwill associated with our marks or its System; (b) own, maintain, operate, engage in, be employed by, be a
consultant to, loan money to, provide any assistance to, be a franchisee of, or have any interest in (as owner,
guarantor, or otherwise) any business in competition with the Franchisor; or (c) employ or seek to employ any
person who is at the date you employ or seek to employ such person, or was within one year before such date,

HUNTINGTON LEARNING CENTERS, INC. FRANCHISE AGREEMENT EXHIBIT C, Page 2
CONFIDENTIALITY AND NON‐COMPETITION AGREEMENT
employed by the Franchisor or any Franchisor affiliate or by any other licensee of the Franchisor or of any
Franchisor affiliate, or otherwise directly or indirectly induce such person to leave his or her employment..
Exceptions to the restrictions in this Paragraph 2. (a) After your termination of employment or affiliation with your
Employer, the restrictions in this Paragraph 2 apply only to such a business located within a radius of 25 miles from
any Huntington Learning Center®. (b) You may work for any school licensed by, or recognized as, a school by the
state or jurisdiction in which such school operates, provided that you or it does not use for your or its benefit, or
for the benefit of others, our confidential information, or disclose any Franchisor trade secret. (c) We have the
right, but not the obligation, at any time, to reduce the scope of any covenant in this Agreement or any portion of
any covenant in this Agreement, without your consent, effective immediately upon receipt by you of written
notice; and you shall comply immediately with any covenant as so modified, which shall be fully enforceable
without regard to any other provision of this Agreement.
Third‐party beneficiary. The Franchisor is a third‐party beneficiary of this Agreement and may enforce it, solely or
jointly with your Employer at our sole discretion. Any violation of this Agreement will cause the Franchisor and
your Employer irreparable harm, and, therefore, the Franchisor or your Employer, or both, may apply for the
issuance of an injunction preventing you from violating this Agreement in addition to any other remedies it or they
may have hereunder, at law or in equity.
I have read and understand this Confidentiality and Non‐competition Agreement. I agree to be bound by this
Confidentiality and Non‐competition Agreement. I have a copy of this Confidentiality and Non‐competition
Agreement.
IN WITNESS WHEREOF, you have hereunto affixed your signature.
Print name, Signature Date
Street address City State, ZIP

HUNTINGTON LEARNING CENTERS, INC. FRANCHISE AGREEMENT EXHIBIT D, Page 1
AMENDMENT AGREEMENT FOR RESTRICTIONS ON TRANSFERS (FOR

PARTNERSHIP OR LIMITED LIABILITY COMPANY)
Instructions: If you are a partnership or a limited liability company and if your partnership agreement, articles of
organization, or operating agreement (as applicable) does not provide that the transfer of interests or issuance of
additional interests is restricted by this Agreement, then you shall amend the applicable documents with this
Amendment Agreement to reflect such restriction, as follows.
• Complete this amendment.
• All partners or members sign below.
• Retain this amendment with your partnership agreement, articles of organization, or operating agreement (as
applicable).
Notwithstanding anything to the contrary contained in the partnership agreement or operating agreement of
(enter the name of the partnership or limited liability company that is the franchisee) ______________________________________
(the “Franchisee”) dated
_________________________________________________________________________, the undersigned
partners or members agree as follows:
The transfer of any partnership interest or membership interest, whichever is

applicable, in the Franchisee is subject to the terms and conditions of a
franchise agreement dated
__________________________________________________ with Huntington
Learning Centers, Inc. (the “Franchisor”) that restricts the transfer of any direct
or indirect interest in Franchisee, except as provided in such franchise
agreement.
The undersigned represent, warrant, and agree that they constitute all partners or members of the Franchisee
necessary to amend the Franchisee’s partnership agreement or operating agreement.
IN WITNESS WHEREOF, the undersigned have executed this Amendment Agreement on the date _____________

Agreement):

HUNTINGTON LEARNING CENTERS, INC. FRANCHISE AGREEMENT EXHIBIT E, Page 1
STATUS FORM
Franchisee Name. (Enter below the same name that appears before Paragraph 1 of the Franchise Agreement)
Please indicate your status by printing “YES” or “NA” in each box in the second column below and by signing in
each box in the third column below. The term, “Franchisor”, means Huntington Learning Centers, Inc.
Status If applicable, print “YES”; if Signature

not applicable, print “NA”
I/We are renewing a franchise
agreement with the Franchisor that
has a territory.
I/We are an assignee of a franchise
agreement with the Franchisor that
has a territory.
If you responded YES to either of the above, execute a Territory Amendment with the Franchisor.
IN WITNESS WHEREOF, the Franchisee has executed this exhibit on the agreement date set forth in our franchise
agreement.

HUNTINGTON LEARNING CENTERS, INC. FRANCHISE AGREEMENT EXHIBIT F, Page 1
This CONFESSION OF JUDGMENT is made this date, _______________________________________________.

Upon your default of any of the obligations set forth in Paragraph 0 of the Franchise Agreement entered into this date
by and between HUNTINGTON LEARNING CENTERS, INC. (the “Franchisor”), a corporation incorporated in
Delaware and you, the Franchisee, _______________________________________________________________
(in the following space, insert one of individual(s), corporation, partnership, or limited liability company) a
_____________________________________________________________________________________________,
you hereby appoint, authorize, and empower any attorney of any court of competent jurisdiction to appear for you
and enter judgment by confession against you in favor of the Franchisor or its assigns, for all amounts payable by you
to customers under Paragraph 0 of the Franchise Agreement, plus our fees, costs, and expenses of entering this
judgment and making payment hereunder, including attorneys’, accounts’, consultants’, agents’, and courts’ fees,
costs, and expenses. Such exercise of warrant of attorney shall not exhaust any future exercise or entry of judgment.
You hereby waive any summons or other process, consent to immediate execution of such judgment, and waive
demand, protest, notice of default or non‐payment, presentment, stay of execution, appeal, all errors, or benefit of any
statutory or common law debtor’s exemptions.
partnership or limited liability company.):
IN WITNESS WHEREOF, the Franchisee has executed this exhibit on the Agreement Date set forth in the Franchise
Agreement.
Name of Franchisee (Enter the same name that appears

before Paragraph 1 of the Franchise Agreement):
Guarantors (This is executed by all individuals who are Guarantors of the Franchise Agreement):
NamePrin1
NamePrin2

HUNTINGTON LEARNING CENTERS, INC. FRANCHISE AGREEMENT EXHIBIT G, Page 1
FRANCHISEE MEMBERS
(To be completed if Franchisee is a corporation, partnership, or limited liability company)
1. Franchisee Members. Pursuant to Paragraph 26.1.1 of the Franchise Agreement, you acknowledge and agree
that the following is a complete list of all of the shareholders, partners, or members of Franchisee and the
percentage interest of each individual as of the Agreement Date set forth in the Franchise Agreement:
Name Position Percent interest
2. Primary Franchisee Member. Pursuant to Paragraph 8.5 of the Franchise Agreement, you acknowledge and
agree that the following individual has at least a 20% ownership interest in Franchisee, and you hereby
designate that individual as the Primary Franchisee Member:
Name
Street address
City, State, ZIP Code
Daytime telephone number
Evening telephone number
Other telephone number
Pager number
Facsimile number
Email address
3. Changes in Franchisee Members. Pursuant to Paragraph 26.1.1 of the Franchise Agreement, you agree to
notify in writing the Franchisor of any changes to the Franchisee Members.
IN WITNESS WHEREOF, the Franchisee has executed this exhibit on the Agreement Date set forth in the Franchise
Agreement.

Agreement):

HUNTINGTON LEARNING CENTERS, INC. FRANCHISE AGREEMENT EXHIBIT H, Page 1
COMMUNICATIONS ASSIGNMENT
Huntington Learning Centers, Inc. (the “Franchisor”) and (in the following space, enter the Franchisee’s name)
____________________________________________________________________________________________
(the “Franchisee”) are parties to a franchise agreement dated __________________________________________
(the “Franchise Agreement”) for the operation of a Huntington Learning Center® (the “Franchised Business”) in the
exclusive area identified in the Franchise Agreement as (in the following space, enter the name of the exclusive
area) ________________________________________________________________________________________.
1. This Communication Assignment shall become effective upon written certification by the Franchisor that
the Franchise Agreement has terminated or expired.
2. The Franchisee hereby unconditionally and irrevocably: (a) directs each telephone company servicing any
Franchised Business telephone to transfer all such telephone numbers to the Franchisor or to the person or
entity and premises the Franchisor directs; (b) directs each email and Internet provider servicing the
Franchised Business to transfer all such email addresses and Internet facilities to the Franchisor or to the
person or entity and premises the Franchisor directs; and (c) directs each utility company servicing the
Franchised Business to transfer its service to the Franchisor or to the person or entity the Franchisor directs.
The Franchisee agrees to cooperate fully and timely with the Franchisor and each such telephone company,
email and Internet provider, and utility company in accomplishing the actions contemplated in this
Communications Assignment.
3. The Franchisee hereby irrevocably appoints the Franchisor or our nominee to be the Franchisee’s attorney‐in‐
fact coupled with an interest, and with power of substitution, to execute and to file for the Franchisee any
relevant document to accomplish the acts contemplated in this Communications Assignment. We have the
right to file an original counterpart or a copy of this Communications Assignment with all telephone
companies, email and Internet providers, and utility companies providing any service to the Franchised
Business; and with any court, agency, or person as written evidence of the appointment by the Franchisee of
the Franchisor or our nominee to be the Franchisee’s attorney‐in‐fact. The Franchisee agrees to pay any
entity, including its telephone companies, email and Internet providers, and utility companies, any amount or
compensation required by such entities to accomplish the acts required by the Franchisor under this
Communications Assignment, or to the Franchisor immediately upon demand, if the Franchisor pays any such
required amount. The Franchisee agrees to indemnify the Franchisor and its affiliates and their respective
officers, directors, employees, agents, and nominees in connection with any and all claims, losses, costs,
expenses, liabilities, compliance costs, and damages incurred by the indemnified parties as a result of all
matters associated with actions untaken or attempted by the Franchisor or its nominees under this
Communications Assignment, as well as our related out‐of‐pocket costs, including attorneys’, accountants’,
consultants’, agents’, and courts’ fees, costs, and expenses.
IN WITNESS WHEREOF, the below parties have executed this Communication Assignment on the above date jointly
and severally.
For the Franchisee:

Print name Signature Date

HUNTINGTON LEARNING CENTERS, INC. FRANCHISE AGREEMENT EXHIBIT I, Page 1
TERMINATION OF TRADE NAME REGISTRATION
Huntington Learning Centers, Inc. (the “Franchisor”) and (in the following space, enter the Franchisee’s name)
____________________________________________________________________________________________
(the “Franchisee”) are parties to a franchise agreement dated ___________________________________________
(the “Franchise Agreement”) for the operation of a Huntington Learning Center® (the “Franchised Business”) in the
exclusive area identified in the Franchise Agreement as (in the following space, enter the name of the exclusive
area) ________________________________________________________________________________________
in the state of _________________________________________________________________________________.
1. This Termination of Trade Name Registration shall become effective upon written certification by the
Franchisor that the Franchise Agreement has terminated or expired.
2. The Franchisee hereby unconditionally and irrevocably directs the Secretary of State in the above indicated
state to cancel any assumed name registration or equivalent registration obtained by the Franchisee that
contains the mark “Huntington”, “Huntington Learning Center”, or any similar or related mark.
3. The Franchisee hereby irrevocably appoints the Franchisor or our nominee to be the Franchisee’s attorney‐in‐
fact coupled with an interest, and with power of substitution, to execute and to file for the Franchisee any
relevant document to accomplish the acts contemplated in this Termination of Trade Name Registration. We
have the right to file an original counterpart or a copy of this Termination of Trade Name Registration with the
Secretary of State and any other individuals; and with any court, agency, or person as written evidence of the
appointment by the Franchisee of the Franchisor or our nominee to be the Franchisee’s attorney‐in‐fact. The
Franchisee agrees to pay any entity, including the Secretary of State, any amount or compensation required by
such entities to accomplish the acts required by the Franchisor under this Termination of Trade Name
Registration, or to the Franchisor immediately upon demand, if the Franchisor pays any such required amount.
The Franchisee agrees to indemnify the Franchisor and its affiliates and their respective officers, directors,
employees, agents, and nominees in connection with any and all claims, losses, costs, expenses, liabilities,
compliance costs, and damages incurred by the indemnified parties as a result of all matters associated with
actions untaken or attempted by the Franchisor or its nominees under this Termination of Trade Name
Registration, as well as our related out‐of‐pocket costs, including attorneys’, accountants’, consultants’,
agents’, and courts’ fees, costs, and expenses.
IN WITNESS WHEREOF, the below parties have executed this Termination of Trade Name Registration on the
above date jointly and severally.
For the Franchisee:

Agreement):

HUNTINGTON LEARNING CENTERS, INC. FRANCHISE AGREEMENT EXHIBIT J, Page 1
EXCLUSIVE AREA
Your Exclusive Area is that geographic area determined by you and the Franchisor that is within a ______________
mile radius from the primary customer entrance of your franchised Huntington Learning Center at the Approved
Location. If any portion of your Exclusive Area’s boundary can be interpreted in more than one way, then the
interpretation producing the smallest geographic area shall apply. The Exclusive Area shall not include any
geographic area in the territory of any other franchisee operating under a Huntington franchise agreement in
which a territory has been granted (unless otherwise permitted by the Franchisor in writing).
The Exclusive Area (circle one) IS IS NOT modified in a manner determined by you and the Franchisor. If the
Exclusive Area is so modified, then you and the Franchisor describe the description of the modification below.
We have not made, and do not make, any representation or forecast about your Exclusive Area or the success or
profitability of your Franchised Business in it.
IN WITNESS WHEREOF, you and the Franchisor have executed this Exhibit J on the Agreement Date.


HUNTINGTON LEARNING CENTERS, INC. FRANCHISE AGREEMENT EXHIBIT K, Page 1
CONDITIONAL ASSIGNMENT OF LEASE

TO HUNTINGTON REDEVELOPMENT, LLC
The following individual or entity is a

franchisee (the “Franchisee” or “Assignor”)
of Huntington Learning Centers, Inc.
(“Franchisor”):
The Franchisee has entered into a lease with

the following landlord (the “Lessor”):
The Franchisee has leased from the Lessor

the following premises (the “Premises”) for Street
use as a franchised Huntington Learning
Center (the “Franchised Business”) under a City
franchise agreement (the “Franchise
Agreement”) between the Franchisee and State ZIP Code
the Franchisor:
FOR VALUE RECEIVED, the Assignor hereby assigns and transfers to Huntington Redevelopment, LLC (the “Assignee”), a limited
liability company with its principal place of business at 496 Kinderkamack Road, Oradell, New Jersey 07649, all of the Assignor’s
right, title, and interest as tenant in, to, and under that certain lease, a copy of which is attached hereto as Exhibit 1 (the
“Lease”) respecting the Premises. This Assignment is for collateral purposes only and, except as specified herein, the Assignee
shall have no liability or obligation of any kind whatsoever arising from, or in connection with, this Assignment or the Lease,
unless the Assignee takes possession of the Premises demised by the Lease pursuant to the terms hereof and assumes the
obligations of Assignor thereunder.
The Assignor represents and warrants to the Assignee that it has full power and authority to so assign the Lease and its interest
therein and that Assignor has not previously assigned or transferred, and is not obligated to assign or transfer, any of its
interest in the Lease or the Premises demised thereby.
Upon a default by the Assignor under the Lease or under the Franchise Agreement, or in the event of a default by the Assignor
under any document or instrument securing the Franchise Agreement, the Assignee shall have the right and is hereby
empowered to take possession of the Premises demised by the Lease, expel the Assignor therefrom, and, in such event, the
Assignor shall have no further right, title, or interest in the Lease.
The Assignor agrees that it will not suffer or permit any surrender, termination, amendment, or modification of the Lease
without the Assignee’s prior written consent. Throughout the term of the Franchise Agreement and any renewals thereto, the
Assignor agrees that it shall elect and exercise all options to extend the term of or renew the Lease not less than 30 days before
the last day that the option must be exercised, unless the Assignee otherwise agrees in writing. If the Assignee does not
otherwise agree in writing, and upon failure of the Assignor to so elect to extend or renew the Lease as aforesaid, the Assignor
hereby appoints the Assignee as its true and lawful attorney‐in‐fact to exercise such extension or renewal options in the name,
place and stead of the Assignor for the purpose of effecting such extension or renewal.
FOR THE ASSIGNOR
By:
Witness/Attest Name:
Title:
FOR THE ASSIGNEE
By:
Title:

LESSOR’S CONSENT AND AGREEMENT
The undersigned Lessor, under the aforedescribed Lease attached hereto as Attachment A, hereby:
1. Agrees to notify the Assignee in writing of and upon the failure of the Assignor to cure any default by the
Assignor under the Lease;
2. Agrees that the Assignee shall have the right, but shall not be obligated, to cure any default by the Assignor
under the Lease within the shorter of (a) 30 days after delivery by the Lessor of notice thereof in accordance
with Paragraph 1 above, or (b) the cure period provided for under the Lease, measured from the date Lessor
delivers notice to Assignee in accordance with Paragraph 1 above;
3. Consents to the foregoing Conditional Assignment of Lease and agrees that if the Assignee takes possession of
the Premises demised by the Lease and confirms to the Lessor the assumption of the Lease by the Assignee as
tenant thereunder, the Lessor shall recognize the Assignee as tenant under the Lease, provided that the
Assignee cures the defaults, if any, of the Assignor under the Lease in accordance with Paragraph 2 above;
and
4. Agrees that the Assignee may further assign the Lease to a person, firm, or corporation who shall agree to
assume the tenant’s obligations under the Lease and who is reasonably acceptable to the Lessor and upon
such assignment the Assignee shall have no further liability or obligation under the Lease as assignee, tenant,
or otherwise.
FOR THE LESSOR
By:
Title:
FOR THE ASSIGNEE
By:
Title:

Attachment A
To the
Conditional Assignment of Lease and Lessor’s Consent and Agreement
Copy of the Lease

HUNTINGTON LEARNING CENTERS, INC. FRANCHISE AGREEMENT EXHIBIT L, Page 1
ACH AUTOMATIC WITHDRAWAL AUTHORIZATION

Directions: For each bank in which the Franchisee does business, the Franchisee completes and signs two copies of
this Authorization and returns them to the Franchisor.
This ACH Automatic Withdrawal Authorization (“Authorization”) is made and entered into on ________________
(“Authorization Date”) by NameZee (the “Franchisee”) with its principal office at CorpLocation and Huntington
Learning Centers, Inc. (the “Franchisor”).
Franchisee agrees to pay the Huntington Entities (described below) electronically through Franchisee’s bank
account described below on the terms and conditions described in this Authorization:
Bank Name:
Bank Address:
9 Digit Bank Routing #:
Account Number:
Name(s) on Account:
Withdrawal Amount: To be determined by the Huntington Entities below based on the total dollar amount of all
invoices or fees specified by the Huntington Entities below that are due and payable by Franchisee under its
agreements with such entities (collectively, “Huntington Agreements”) at the time of the withdrawal
Withdrawal Date (1st through 28th): To be determined and/or specified by the Huntington Entity based on when
invoices or fees are due and payable
Type of Account (circle one): Checking Savings
Franchisee’s name(s):
Street address:
City: State: ZIP:
The Franchisee hereby acknowledges that it has entered into the Huntington Agreements with Franchisor,
Huntington Advertising Fund, Inc., Huntington School Service Fund, Inc., and HSS Coop, LLC (collectively,
“Huntington Entities”) that provide for direct payment to the Huntington Entities from Franchisee’s bank
accounts and that the account referenced above is an account Franchisee has designated for this purpose (a
“Designated Account”). In this connection and to carry out the purposes of this Authorization, Franchisee
authorizes the Huntington Entities to withdraw monies from the Designated Account. The Franchisee has
reviewed and agrees with all of the provisions of this Authorization agreement, and does hereby indemnify and
hold harmless the Huntington Entities from any damages that may occur subsequent to or as a result of this
Authorization. The Franchisee agrees to deposit all monies received in connection with its Huntington
Agreements only in the Designated Account; to use such monies only for operation of the Franchisee’s
franchised business under the Huntington Agreements; not to divert any monies in the Designated Account to
any other account; and not to close the Designated Account during the term of the Huntington Agreements
without the Franchisor’s prior written approval. The Franchisee consents to the Huntington Entities directly
transacting business with the Franchisee’s bank above to fully effectuate the terms of this Authorization. The
Huntington Entities (other than the Franchisor) are third‐party beneficiaries of this Authorization.
Please attach a voided check for processing

HUNTINGTON LEARNING CENTERS, INC. FRANCHISE AGREEMENT EXHIBIT L, Page 2
IN WITNESS WHEREOF, each of the undersigned has affixed his signature on the Authorization Date.

For the Franchisee
Name of Franchisee: NameZee
Nameprin1
Nameprin2

Huntington Learning Centers Inc. Development Agreement Page 1
EXHIBIT B TO THE FRANCHISE DISCLOSURE DOCUMENT
DEVELOPMENT AGREEMENT
S:\Franchise\Contracts\HCS Franchise\FA\v2012a\HLC Franchise Disclosure Document May 21, 2012

v2012a.doc
This HUNTINGTON LEARNING CENTERS, INC. DEVELOPMENT AGREEMENT is made and entered into on
__________ (the “Agreement Date”) between HUNTINGTON LEARNING CENTERS, INC. (“Huntington”,
“Franchisor”, “we”, “us”, “our”) a corporation incorporated in Delaware, and you, the Developer,
___________________________________ a (insert one of individual(s), corporation, partnership, or limited liability company)
______________________________________ with your principal office located at
_________________________________________________________________ in the state of ____________.
“You” and “Developer” as used in this Agreement mean the individuals, corporation, partnership, or limited
liability company referenced as the Developer in this paragraph of this Agreement.
Based upon the representations, warranties, and covenants in this Agreement and subject to this Agreement, you
1. DEFINED TERMS
1.1. Affiliate. An "affiliate" shall mean a person or Legal Entity controlling, controlled by, or under common
control with, another person or Legal Entity.
1.2. Agreement. The “Agreement” shall mean this development agreement between you and us.
1.3. Agreement Date. The “Agreement Date” shall mean the date set forth in the opening paragraph of this
Agreement.
1.4. Cure Period. "Cure Period" shall mean the period of time, not less than 60 days, during which we shall
have the right to correct any default alleged by you under this Agreement as set forth in a written
default notice provided to us under the terms of Paragraph 10.2 below.
1.5. Developer. “Developer” shall mean you, the individuals or Legal Entity referenced in the opening
paragraph of this Agreement.
1.6. Developer Members. “Developer Members” shall mean all owners of any interest, directly or indirectly,
in any Legal Entity that is the Developer.
1.7. Development Area. The "Development Area" shall mean that development area described in Exhibit A
to this Agreement within which each Franchised Business developed under this Agreement is to be
located.
1.8. Development Schedule. The “Development Schedule” shall mean the schedule set forth in Exhibit A
according to which you undertake the obligation to establish and operate the number of Franchised
Businesses identified in Paragraph 2.1 below.
1.9. Discovery Conference Call. A “Discovery Conference Call” shall mean a conversation among
franchisees and prospective franchisees that we organized.
1.10. eTutoring. “eTutoring” shall mean any tutoring, homework help, test preparation, and other academic
assistance conducted by means of, or provided over, the Internet in any manner and in any academic or
other subject, including reading, phonics, study skills, mathematics, science, and related areas; and such
test preparation may be to prepare for any state examination or any high school or college standardized
entrance examination, including the SAT and ACT.
1.11. Exam Preparation Service. “Exam Prep Service” shall mean tutoring provided in person to customers
physically attending your premises to prepare for state examinations or any high school or college
standardized entrance examinations, including the SAT and ACT, or such other standardized

v2012a.doc
examinations as we may determine from time to time.
1.12. Franchise Agreement. “Franchise Agreement” shall mean the then‐current form of our franchise
agreement at the time you execute the grant described in Paragraph 2.1 below. Each Franchise
Agreement grants the right and obligation to open and operate one Franchised Business. A copy of the
current form of the Franchise Agreement as of the Agreement Date is attached as Exhibit B to this
Agreement.
1.13. Franchised Business. A “Franchised Business” shall mean a Huntington Learning Center® you operate
under a Franchise Agreement with us.
1.14. Franchisor. The “Franchisor” shall mean Huntington Learning Centers, Inc., as set forth in the opening
1.15. Home Tutoring. “Home Tutoring” shall mean any testing, tutoring, homework help, test preparation,
and other academic assistance that is (a) conducted in person in any manner at any location outside
your Franchised Business, including a student’s, tutor’s, or other individual’s home or at a public place,
such as a library or coffee shop; and (b) is in any academic or other subject, including reading, phonics,
study skills, mathematics, science, or other subjects; or consists of preparation for any state or
standardized entrance examination, including the SAT and ACT.
1.16. Huntington Learning Center®. “Huntington Learning Center®” shall mean a business operated at a
physical location attended in person by customers under the Marks and the System.
1.17. Huntington Services. “Huntington Services” shall mean those services and products described in the
Manual or that we authorize in writing from time to time that are provided in person to customers
physically attending your premises and consist of Learning Center Services, Exam Prep Services, and
Subject Tutoring. Huntington Services do not include School Services, eTutoring, and Home Tutoring.
1.18. Include. The words “include,” “includes”, and “including” shall be deemed to be followed by the words
“without limitation”.
1.19. Learning Center Service. “Learning Center Service” shall mean individualized instruction in reading,
phonics, study skills, mathematics, and related areas provided in person to customers physically
attending your Franchised Business.
1.20. Legal Entity. “Legal Entity” shall mean any corporation, partnership, limited liability company, or limited
liability partnership.
1.21. Manual. “Manual” shall mean the written description of the System, and of mandatory standards,
specifications, policies, and procedures we impose, and relating to, the Marks and System.
1.22. Marks. “Marks” are certain trade names, service marks, trademarks, logos, emblems, trade dress, and
indicia of origin, including the mark, “Huntington Learning Center®”, as are now designated or as we
may designate in writing from time to time for use in connection with the System. The Marks identify
the System.
1.23. School Services. “School Services” shall mean those educational services provided in person in
connection with any local, state, or federal government program, including the federal No Child Left
Behind Act of 2001, as amended.
1.24. Subject Tutoring Services. “Subject Tutoring” or “Subject Tutoring Services” shall mean tutoring
provided in person to customers physically attending your Franchised Business in the subjects of junior

v2012a.doc
high school, high school, and college math, science, and such other subjects as we may determine from
time to time. Subject Tutoring does not include Learning Center Service or Exam Prep Service.
1.25. System. “System” shall mean the instructional format and operating system designed to provide
uniform, high quality instruction in a personal and professional manner on which we have expended
time, effort, and money to develop. The System consists of uniform standards and procedures for the
marketing and operation of, and procedures, business practices, and management methods for, a
franchised business, which include use of the Marks and the offer and sale of Huntington Services;
preparation of customer and school contacts lists; student testing and instructional materials;
procedures for student administration; sales and marketing materials, curricula and instructional
materials; computer software; procedures for staff recruitment and training; training for you and your
full‐time or part‐time employees; standards and specifications for inventory, supplies, equipment,
furniture, and fixtures for your Franchised Business; standards and specifications for the construction
and decoration of your Franchised Business; promotional materials; marketing and advertising
techniques and materials; design specifications; and accounting, business, and administrative systems
(including accounting, bookkeeping, payroll, cash control, and finance procedures and systems); all of
which we may change, improve, and further develop our sole and absolute discretion at any time and
from time to time. We have the right, in our sole and absolute discretion, to supplement, modify, and
delete from, the System at any time and from time to time; and, upon our written notice to you, you
shall promptly comply with all our requirements in that regard, including offering and selling new
products and services and ceasing to offer or sell existing product and services, as we direct.
1.26. Transfer. “Transfer" shall mean the direct, indirect, or contingent sale, assignment, transfer,
conveyance, gift, pledge, mortgage or other encumbrance (whether by or among any of your Developer
Members or others and whether by agreement or by law) of any interest in the Developer, this
Agreement, any asset of your business, any share of stock in a corporate Developer, any membership
interest in a limited liability company Developer, or any partnership interest in a partnership Developer.
2. GRANT
2.1. Grant of Rights. Subject to the terms and conditions of this Agreement, we grant to you the
development rights, and you undertake the obligation, to execute [in the following space, enter the
number of agreements] ___________________________________ Franchise Agreements pursuant to
the Development Schedule. Each Franchised Business developed under these Franchise Agreements
shall be located within the Development Area.
2.2. Separate Franchise Agreements. Each Franchised Business to be developed hereunder shall be
established and operated pursuant to a separate Franchise Agreement to be entered into between you
and us in accordance with Paragraph 4.1 below.
2.3. No Rights Granted in Marks or System; No Sub‐franchising. This Agreement is not a Franchise
Agreement. Only the Franchise Agreements entered into pursuant to Paragraph 4.1 below grant to you
any right to use in any manner the Marks or the System. You shall have no right under this Agreement
to license others to use in any manner the Marks or the System.
2.4. Requirements. You agree that each of the following are material requirements to your execution of any
franchise agreement permitted under this agreement: (a) Each franchised business operating under any
franchise agreement executed by you or your affiliate shall have obtained gross revenue, as defined in
such Huntington Learning Center’s franchise agreement, of at least an average of $30,000 per month
during the three full months immediately prior to execution of any franchise agreement for any
additional franchise. If any such franchised business shall not have achieved such minimum gross
revenue requirement, then we have the absolute right to decline to execute any franchise agreement
required or permitted under this Agreement. (b) Neither you nor any of your affiliates shall be in receipt

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of an uncured notice of default of any franchise agreement between you or your affiliate and us or any
of our affiliates. If you or your affiliate is in receipt of such an uncurred notice of default, we have the
absolute right to decline execute any franchise agreement required or permitted under this Agreement.
2.5. Development Area. Except as otherwise provided in this Agreement, we and our affiliates will not
establish and operate, or grant to another party the right to establish and operate, a franchised business
in the Development Area during the term of this Agreement. During the term hereof, you agree that we
and our affiliates retain the rights, among others, in our and their sole and absolute discretion:
2.5.1. To establish or operate, and license others to establish or operate, Huntington Learning
Centers® or other businesses offering Exam Prep Services, Learning Center Services, Subject
Tutoring Services, or other products or services under the Marks or any other trademarks or
service marks, at any location outside the Development Area, notwithstanding such Huntington
Learning Center’s® or business' proximity to your Development Area;
2.5.2. Within and outside the Development Area, to market, sell, or distribute, and to license and
contract with others to market, sell and distribute, any educational products or services of any
kind (including books; audio tapes; video tapes; study aids; computer software and other
software; testing materials; curricula; Huntington Services; or teaching, training, computerized
instructional, testing, instructional, tutoring, counseling, or guidance services) to any person,
organization, public or private entity, or governmental agency using the Marks or other
trademarks or service marks, through any channel of distribution, including through any
computer service, email, the Internet, or any computer, television, or other electronic device;
bookstores or any other retail outlets; mail order; or guidance centers;
2.5.3. Within the Development Area: (1) to offer, sell, and provide (and to contract with, or license,
others to offer, sell, and provide) any products and services of any kind (other than Huntington
Services) under the Marks or other trademarks or service marks; (2) to develop and establish
other businesses and systems using trademarks and service marks other than the Marks for any
products and services (other than Huntington Services); and (3) to grant licenses thereto,
2.5.4. Within and outside the Development Area, and notwithstanding any other provision hereof, to
acquire, merge with, or otherwise affiliate with, and thereafter own and operate, and franchise
or license others to own and operate, any educational business or other business of any kind,
including any business that offers products or services the same as or similar to Huntington
Services under the System or using the Marks or any other system or trademarks or service
marks; and
2.5.5. Outside the Development Area, to offer, sell, and provide (and to contract with, or license,
others to offer, sell, and provide) any products and services of any kind (including Huntington
Services) under the Marks or other trademarks or service marks; and to develop and establish
other businesses and systems using trademarks and service marks other than the Marks for any
products and services, including Huntington Services, and to grant licenses thereto, without
providing any rights therein to you.
2.6. Government and Other Programs. You acknowledge and agree that: (a) You have no right to, and shall
not, market or provide any tutorial, educational, instructional, or other services, including any services
that are the same as, or similar to, Huntington Services or School Services, to any organization, public or
private entity, or quasi‐governmental or governmental agency without our prior written approval; and
we have the right, in our sole discretion, to refuse to grant you any such approval for any or no reason;
and (b) we and our affiliates have the right to market and provide any tutorial, educational,
instructional, and other services, including any services that are the same as, or similar to, Huntington

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Services or School Services, to any organization, public or private entity, or quasi‐governmental or

governmental agency at any time and at any location, including at any location within the Exclusive Area
and to grant such rights to others, including our franchisees and affiliates.
3. DEVELOPMENT FEE.
3.1. Development Fee. Upon your execution of this Agreement, you shall pay us a development fee of
$10,000 for each Franchised Business you agree to develop under this Agreement, for a total of
____________________________________________________________________________________
receipt of which we hereby acknowledge. You shall pay the development fee and all amounts due us at
our principal business address as listed in Exhibit D to this Agreement, or at any other address we
designate in writing from time to time. The development fee is fully earned and nonrefundable in
consideration of administrative and other expenses incurred by us in entering into this Agreement and
for our lost or deferred opportunity to enter into this Agreement with others.
3.2. Credit Available. If (a) you are in full compliance with the Development Schedule; (b) you are in full
compliance with all of the terms of this Agreement; (c) have cured any default for which you have
received a notice of default under any franchise agreement between you or any of your affiliates and us
and any of our affiliates; and (d) have not received three or more notices of the same or similar defaults
under any one or more franchise agreements between you or any of your affiliates and us or any of our
affiliates (whether or not these defaults are cured), then, upon execution of each Franchise Agreement,
we shall credit $10,000 toward the initial franchise fee payable under each Franchise Agreement for
each such Franchise Agreement executed pursuant to this Agreement.
4. DEVELOPMENT OBLIGATIONS. Recognizing that time is of the essence; you shall develop the number of
franchised businesses described in the Development Schedule by the dates described therein. If you fail to
enter into a Franchise Agreement to develop any franchised business permitted under this Agreement within
the time period required in Exhibit A, this Agreement shall terminate according to its terms. You agree:
4.1. Franchise Agreement. You shall execute a Franchise Agreement for each franchised business at a
location within the Development Area that is accepted by us and is in accordance with this Paragraph 4.
You shall execute on the Agreement Date the first Franchise Agreement in the form attached as Exhibit
B. The Franchise Agreement for each other franchised businesses developed hereunder shall be our
then‐current form of Franchise Agreement being offered for new franchised businesses, the terms and
fees (except the initial franchise fee) of which agreement may be different from the current form of
Franchise Agreement attached as Exhibit B. The amount of the initial franchise fee for each Franchised
Business is set forth in Exhibit A.
4.2. Location Information. Before you acquire any location for a Franchised Business, you shall submit to
us, in the form specified by us, the description of the proposed location and such information or
materials as we may require, together with a letter of intent or other evidence satisfactory to us that
confirms your favorable prospects for obtaining the proposed location. We shall have 30 days after
receipt of the description of the proposed location and other information and materials from you to
accept the proposed location for development as a Franchised Business. If we do not provide notice of
location acceptance to you within such 30‐day period, then such proposed location shall be deemed
rejected. If we approve a proposed location, you shall execute the Franchise Agreement for such
Franchised Business and submit it to us within 30 days of your receipt of our notice of location
acceptance. No proposed location shall be deemed accepted, unless it has been expressly accepted in
writing by us.
5. TERM. Except as otherwise provided in this Agreement, the term of this Agreement and all rights granted
under it expire upon the earlier of (1) the date you satisfy the development obligations in the Development
Schedule, (2) the date you cease to be our franchisee for any reason, or (3) _______________________

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6. DUTIES OF THE PARTIES. We shall furnish to you such advice relating to location selection guidelines and
consultation as we, in our sole discretion, deem necessary. You shall comply with all requirements of all
applicable federal, state, and local laws, rules, and regulations; and with all of the other terms, conditions, and
obligations of the Developer under this Agreement. You agree that, if your spouse, the Developer Members,
or the spouses of the Developer Members, are not the Developer, and then these individuals shall execute the
Guarantee Agreement attached as Exhibit C to this Agreement.
7. TRANSFER OF INTEREST. This Agreement is personal to you. We enter into this Agreement in reliance upon,
and in consideration of, your skills, qualifications, and representations and the trust and confidence reposed in
you by us. Neither you nor your Developer Members may Transfer any interest in the Developer or this
Agreement. Any purported Transfer shall be null and void and shall constitute a material breach of this
Agreement, for which we may immediately terminate without opportunity to cure. We have the absolute right
to transfer, assign, or sell, by agreement or by law, directly, indirectly, or contingently, this Agreement and any
right and obligation under this Agreement
8. DEFAULT AND TERMINATION
8.1. Non‐curable Defaults. If you fail to comply with any of the terms of this Agreement (except the
Development Schedule), such action shall constitute a default under this Agreement, upon which we, in
our sole and absolute discretion, may terminate this Agreement and all rights granted hereunder,
without affording you any opportunity to cure the default, effective immediately upon receipt by you of
written notice of termination. If you fail to execute any Franchise Agreement by the date described in
the Development Schedule, this Agreement and all rights granted hereunder shall automatically
terminate without any notice to you or opportunity to cure. You shall be deemed in default under this
Agreement, and all rights granted herein shall automatically terminate, without notice to you, if you
shall become insolvent or make a general assignment for the benefit of creditors; if a petition in
bankruptcy is filed by you or such a petition is filed against and not opposed by you; if you are
adjudicated a bankrupt or insolvent; if a bill in equity or other proceeding for the appointment of a
receiver of you or other custodian for your business or assets is filed and consented to by you; if a
receiver or other custodian (permanent or temporary) of your business or assets, or any part thereof, is
appointed by any court of competent jurisdiction; if proceedings for a composition with creditors under
any state or federal law should be instituted by or against you; if a final judgment remains unsatisfied or
of record for 30 days or longer (unless supersedeas bond is filed); if execution is levied against your
business or assets; if suit to foreclose any lien or mortgage against your premises or equipment is
instituted against you and not dismissed within 30 days; or if the real or personal property of any of
your franchised businesses shall be sold after levy thereupon by any sheriff, marshal or constable.
8.2. Post‐term obligations. Upon termination of this Agreement for any reason, you shall have no right to
establish or operate any franchised business for which a Franchise Agreement has not been executed by
you and us at the time of termination; and we shall have the right to establish and operate, and to
license others to establish and operate, franchised businesses within the Development Area.
8.3. Cross‐default. No default under this Development Agreement shall constitute a default under any
Franchise Agreement between us and you or any of your affiliates. Default under any Franchise
Agreement between us and you or any of your affiliates shall constitute a default under this Agreement.
Default under this Development Agreement shall constitute default under any other Development
Agreement between us and you or any of your affiliates.
9. NOTICES. All notices to you and us during the term of this Agreement and afterwards shall be in writing and
shall be sent to the other party by registered or certified mail, postage fully prepaid, return receipt requested,
or sent by other means which affords the sender evidence of delivery, attempted delivery, or rejected
delivery, addressed to such parties' principal business address as identified in this Paragraph 9, or at any other

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address that you or we designate in writing; provided, however, no notices shall be sent hereunder by email
or by telefax and you shall not designate any address that is a post office box. Notices shall be deemed
delivered and received on the earliest of actual receipt; 5 business days after placement in the U.S. mail; or
one business day after mailing, if placed in the U.S. mail or a courier service for next business day delivery.
Our address for notices is: 496 Kinderkamack Road, Oradell, New Jersey 07649, Attention: Chairman. Your
address for notices is as follows: It shall not be a post office box. If left blank, then your address for notices
shall be the same as your address for notices in the Franchise Agreement.
10. MISCELLANEOUS
10.1. Applicable Law; Forum. This Agreement shall be interpreted and construed in accordance with the laws
of the state of Delaware, except for such state’s conflict‐of‐law rules. The parties hereto agree that the
New Jersey Franchise Practices Act shall not apply to this Agreement. Except as otherwise provided
herein, any action, whether or not arising out of, or relating to, this Agreement, whenever and wherever
derivatively, or in any other capacity, brought by you or any Developer Member against us shall be
brought in the judicial district in which we have, at the time of commencement of such action, our
principal place of business. We shall have the right to commence an action against the Developer in any
court of competent jurisdiction. All such parties hereby waive all objections to personal jurisdiction or
venue for the purpose of carrying out the purposes of this Paragraph 10.1, and such parties agree that
nothing in this Paragraph 10.1 shall be deemed to prevent any party to such action from removing the
action from state court to federal court.
10.2. Claims against the Franchisor. Notwithstanding any other provision of this Agreement, you have no
right to make any claim or counterclaim against us during the term of this Agreement in any manner
other than the manner described in this Paragraph 10.2. If, during the term of this Agreement, you have
any claim against us or any of our affiliates or our or their present or past directors, stockholders,
officers, employees, or agents, including any claim related to Transfer hereunder, any claim that we
failed to meet any obligation under this Agreement, defaulted under this Agreement, or did not perform
under this Agreement, then you shall notify us in writing of this claim. This written notice shall describe
the claim, provide an opportunity to cure, describe the manner in which you request that we cure, and
provide a Cure Period within which we may cure such alleged default of at least 60 days. Your written
notice shall be delivered to us in the manner described in Paragraph 9 above. If your notice is not in
writing, and does not (1) describe the claim, (2) provide an opportunity to cure, (3) describe the manner
in which you request that we cure, and (4) provide a Cure Period of at least 60 days, then your notice
shall be deemed to be (a) deficient, (b) not a claim upon which we are required to act, (c) not an
actionable claim, (d) not grounds for your seeking any remedy under this Agreement or otherwise, and
(e) not grounds for your termination of this Agreement. If you do not file a legal action for such claim,
as described in Paragraph 10 above within 30 days after the expiration of the Cure Period, then you shall
have evidenced conclusively that you have no claim against us and our affiliates and our and their
respective present and past directors, stockholders, officers, employees, and agents; and you shall have
evidenced conclusively that any claim you may have had is not a claim upon which we are required to
act, is not an actionable claim, is not grounds for your seeking any remedy under this Agreement or
otherwise, and is not grounds for termination by you of this Agreement; and you shall be deemed to
have agreed to have waived any right you may have had to initiate any future claim against us for the
same cause.

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10.3. Waiver of Certain Rights. You waive the right: to enforce any oral agreement, promise, representation,
or warranty not in this Agreement; to amend, modify, or suspend any provision of this Agreement; to
stay the effectiveness of any expiration or termination of this Agreement or any other agreement
between you and us or any pending expiration or termination thereof; and to seek damages against us
because we insisted upon the execution of a general release or refused our consent or approval under
this Agreement. Neither you nor we shall seek to litigate as a representative of, or on behalf of, any
other person, class, or entity any dispute, controversy, or claim of any kind arising out of, or relating to,
this Agreement, the rights and obligations of the parties, the sale of the franchise, or other claims or
causes of action relating to the performance of either party to this Agreement. No action or proceeding
under this Agreement shall add as a party, by consolidation, joinder, or in any other manner, any person
or party other than you and us and any person in privity with, or claiming through, in the right of, or on
behalf of, you or us, unless both you and we consent in writing. We have the absolute right to refuse
such consent. We may by written notice unilaterally waive or reduce any obligation of, or restriction
upon, the other under this Agreement effective upon delivery of such notice or upon any other effective
date stated in such notice. Any such waiver we grant must be signed by our corporate officer and shall
not prejudice any other of our rights and will be subject to our continually review, and we retain the
right to revoke such waiver at any time, effective upon delivery to you of written notice of revocation.
10.4. Limitation on Claims and Remedies. You and we agree that any and all claims by you against us arising
out of, or relating to, directly or indirectly, the making of, interpretation of, or performance under this
Agreement may not be commenced by you, unless brought before the earlier of (1) the expiration of
one year after the act, transaction, or occurrence upon which such claim is based; or (2) one year after
this Agreement expires or is terminated for any reason. You agree that any claim or action not brought
by you within the periods required under this Paragraph 10.4 shall forever be barred as a claim,
counterclaim, defense, or set off. Except as required to the contrary under the indemnification
provisions of Paragraph 10.9 below or by law, during the term of this Agreement and afterwards, you
waive to the fullest extent permitted by law any right to, or claim for, any punitive, speculative,
exemplary, incidental, indirect, special, or consequential damages against us and all of our affiliates and
each of our and their stockholders, directors, officers, employees, and agents arising out of any cause
whatsoever that arises out of, concerns, or relates to, the making of, interpretation of, or performance
under, directly or indirectly, this Agreement, whether such cause is based in contract, negligence, strict
liability, other tort, or otherwise, including your claim or counterclaim that we unreasonably gave,
withheld, or delayed our consent or approval to anything.
10.5. WAIVER OF TRIAL BY JURY. YOU AND THE FRANCHISOR AGREE TO WAIVE A TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING, WHETHER AT LAW OR IN EQUITY, ABOUT ANY AND ALL ISSUES THAT ARISE OUT
OF, CONCERN, OR RELATE TO, THIS AGREEMENT, ANY AND ALL TRANSACTIONS CONTEMPLATED IN THIS
AGREEMENT, YOUR PERFORMANCE OR OUR PERFORMANCE UNDER THIS AGREEMENT, OR OTHERWISE,
DURING THE TERM OF THIS AGREEMENT AND AFTERWARDS. YOU AND WE MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF YOUR
AND OUR CONSENT TO THE WAIVER OF A TRIAL BY JURY. YOU ACKNOWLEDGE AND AGREE YOU HAVE
HAD FULL OPPORTUNITY TO CONSULT WITH, AND BE ADVISED BY, COUNSEL OF YOUR OWN CHOOSING
ABOUT THE TRANSACTION GOVERNED BY THIS AGREEMENT AND SPECIFICALLY ABOUT THE TERMS OF
THIS PARAGRAPH 10.5, WHICH CONCERNS THE WAIVER OF RIGHT TO TRIAL BY JURY BY YOU AND US.
YOU AND WE AGREE THAT YOUR REPRESENTATIONS SHALL SURVIVE THE EXPIRATION OR TERMINATION
OF THIS AGREEMENT.
10.6. Specific Performance. Notwithstanding any other provision of this Agreement, we have the right to
seek specific performance of any of your obligations under this Agreement or injunctive relief against
any conduct that will cause us loss or damage, under customary equity rules, to prevent a breach or
threatened breach of this Agreement without the need to show monetary damages and without posting
a bond. An application for such a remedy shall not be deemed an election or a waiver of any other
remedy. We may file an original counterpart or a copy of this Agreement with any court as written

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evidence of your consent to the issuance of injunctive relief.
10.7. No Exclusive Remedy. No right or remedy conferred upon or reserved to you or us by this Agreement is
intended to be, nor shall be deemed, exclusive of any other right or remedy herein or by law or equity
provided or permitted, but each shall be cumulative of every other right or remedy.
10.8. Relationship. In all matters pertaining to this Agreement, you are, and shall be deemed, an
independent party. We and our affiliates and our and their directors, stockholders, employees, and
agents shall have no fiduciary obligation to you. You are not, and shall not be deemed, our agent, legal
representative, joint venturer, partner, or employee for any purpose whatsoever. We are not liable for
your debts, obligations, acts, or refusals to act. You have no right to bind us in any way, and you shall
not represent that you have any right to do so. You shall conduct all your obligations in your own name
and not in our name.
10.9. Indemnification. You, and not us, are solely responsible for all losses, damages, and liabilities to all your
customers, employees, agents, and vendors and to all others, and for all damages to property, and for
all physical and mental injury and illness and death of persons arising out of, or with, your acts and
omissions; and for your compliance with all federal, state, and local laws, statutes, codes, rules,
regulations, and standards, including, by way of example and without limitation, the Americans with
Disability Act, as amended. For all time, you shall indemnify and hold harmless us and our affiliates and
our and their respective present and past directors, stockholders, officers, employees, and agents from
and against all claims, demands, losses, obligations, costs, attorneys' and accountants’ fees and
expenses, court costs, expenses, liabilities, debts, and damages of every kind and nature resulting or
arising, directly or indirectly, from your acts and omissions, the conduct of your business hereunder,
from any violation of any federal, state, or local laws, statute, code, rule, regulation, and standard by
you, your business, your Franchised Business, your employees and agents, and from claims by any
federal, state, or local governmental agency, bureau, or board and by any person, vendor, landlord, or
other individual or entity, whether occasioned by neglect, omission, willful act, or otherwise, including
all costs, including attorneys' and accountants’ fees and expenses, of defending against them. You shall
advise us if a notice is received that a claim has been or may be filed with respect to a matter covered
by this Agreement, and you shall immediately assume the defense thereof at your sole cost and
expense. At your sole expense, we will endeavor to cooperate with you and your counsel in the defense
and settlement, if any, of all such claims. In any event, we will have the right, through counsel of our
choice, to control any matter to the extent it could directly or indirectly affect us or our affiliates or our
or their present or past officers, directors, employees, agents, successors, or assigns. We may defend,
settle, arbitrate, and litigate such action in the manner it deems appropriate and you shall, immediately
upon written demand, pay to us all costs, including attorneys' and accountants’ fees and expenses, and
litigation costs, incurred by us in effecting such defense, in addition to any sum we may pay by reason of
any settlement or judgment against us.

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10.10. Fees and Costs; Taxes. Except as otherwise specifically provided for herein, in any judicial or
administrative action, order, or proceeding hereunder involving you and us during the term of this
Agreement or thereafter, the prevailing party shall be entitled to recover its damages, costs and
expenses, including all court costs and attorneys' and accountants' fees and expenses. For all time, you
agree to pay us or our designee all expenses, including attorneys' and accountants' fees and expenses
and litigation and court costs, incurred by us and our affiliates and our and their successors and assigns:
(1) to issue any notice to remedy any default by you under this Agreement; (2) to issue any notice to
remedy any default by you or any of your affiliates under any other agreement between you and any of
your affiliates and us or any of our affiliates; (3) to enforce any rights under this Agreement or under any
other agreement between you and any of your affiliates and us or any of our affiliates; (4) to effect
termination of this Agreement; (5) to effect termination of any other agreement between you and any
of your affiliates and us or any of our affiliates; (6) to collect any amounts due under this Agreement;
and (7) to collect any amounts due under any other agreement between you and any of your affiliates
and us or any of our affiliates. If any taxing authority, wherever located, imposes any tax, levy, or
assessment on any payment made by you to us, then, in addition to all payments due to us, you must
pay such tax, levy, or assessment immediately upon demand by us.
10.11. Severability. Each article, paragraph, subparagraph, term, condition, and covenant of this Agreement
and all portions of them shall be considered severable. If, for any reason, any portion of this Agreement
is determined to be unconscionable or unenforceable or invalid, contrary to, or in conflict with, any
applicable present or future law, rule, or regulation in a final unappealed ruling issued by any court,
agency, or tribunal with valid jurisdiction in an action or proceeding to which we are a party, that ruling
shall not impair the operation of, or have any other effect upon, any other portion of this Agreement, all
of which shall remain binding on you and us and shall continue to be given full force and effect. Any
invalid portion shall be deemed not to be a part of this Agreement as of the date on which the ruling
becomes final, if you are a party to this action or proceeding, or on your receipt of notice of non‐
enforcement from the Franchisor.
10.12. Representations. You represent that you received our Franchise Disclosure Document (with all its
exhibits, including this Agreement with all its exhibits) at least 14 calendar days before you signed this
Agreement or paid any monies to the Franchisor under this Agreement, or earlier upon your reasonable
request. You represent that you have not received from us any oral or written promises,
representations, or warranties, express or implied, or quantitative or qualitative, about any potential or
actual success, earnings, revenue, profit, or cash flow of any franchised business that is not in our
Franchise Disclosure Document; and that you are entering into this Agreement as a result of your own
independent investigation and not as a result of any oral or written representation, guarantee, financial
performance representation, warranty, or inducement by us or any of our present or former directors,
stockholders, officers, employees, or agents that is contrary to, or at variance with, any term of our
Franchise Disclosure Document or this Agreement. You represent and warrant to us as follows: You are
duly organized, validly existing, and in good standing under the laws of your state, as such state is
identified in the opening paragraph of this Agreement; the individuals executing this Agreement for you
have full power, right, and authority to bind you; you have full power, right, and authority to enter into,
and perform your obligations under, this Agreement; the execution, delivery, and performance of this
Agreement by you has been duly and properly authorized in accordance with applicable law and your
charter, certificate of incorporation, by‐laws, partnership documents, and formation documents, as
applicable; and this Agreement constitutes a valid and binding obligation of you, enforceable against
you in accordance with its terms; and the execution, delivery, and performance by you of this
Agreement and the undertakings contemplated herein, do not and will not conflict with or result in,
with or without the giving of notice or lapse of time or both, any violation of, or constitute a breach or
default under your charter, certificate of incorporation, by‐laws, partnership documents, or formation
documents or any resolution adopted by you or your board of directors or governing board and not
rescinded. You represent and warrant to us that: you have been accorded ample opportunity to ask us
all questions about us, our Franchise Disclosure Document and its exhibits, and this Agreement and its

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exhibits, and we have answered each and all of these questions to your full and complete satisfaction;
you have conducted an independent investigation of the business contemplated by, and the activities to
be conducted under, this Agreement; and you have been accorded ample opportunity to consult with,
and be advised by, counsel of your own choosing about the risks of entering into this Agreement. You
represent that you have not received from us or any of our present or past affiliates or any of our
present or past directors, stockholders, officers, employees, or agents any written or oral statement,
representation, or warranty inconsistent with, or contradictory to anything in, our Franchise Disclosure
Document or its exhibits or this Agreement or its exhibits; or any oral or written promises,
representations, or warranties, express or implied, or quantitative or qualitative, about any service or
other thing to be provided by us that is not in this Agreement; or any oral or written promises,
representations, or warranties, express or implied, or quantitative or qualitative, about the rights
granted under this Agreement, any Franchised Business, us, or our policy that is contrary to the
statements made in our Franchise Disclosure Document or its exhibits or this Agreement or its exhibits.
10.13. Discovery Conference Call. You represent you have had every opportunity to speak with each and all of
our franchisees and that we did not limit or restrict you in any way from speaking with any of them If
you have participated in any Discovery Conference Call, you acknowledge and agree to each of the
following: (a) Any information you may have received in any Discovery Conference Call does not
constitute our opinions, ideas, or representations; (b) all opinions, ideas, and representations made by
any Discovery Conference Call participant is such participant’s alone and not ours; (c) the opinions,
ideas, and representations of each Discovery Conference Call participant may not represent those of any
of our franchisees; and (d) no Discovery Conference Call participant has been authorized by us to
provide any information regarding any potential or actual success, earnings, revenue, expense, profit, or
cash flow of their Franchised Business or any other Huntington Learning Center®.
10.14. Market Development Plan. You represent and agree that (a) you have received a market development
plan for areas or markets within which you might locate the Franchised Business; (b) subject to the
terms of this Agreement, we may establish or franchise Huntington Learning Centers® at any location,
whether or not such locations were, now are, or will be identified in a market development plan or
elsewhere; (c) we are not obligated in any way to establish or franchise any Huntington Learning
Center® identified now or in the future in any market development plan; and (d) any existing or future
Huntington Learning Center® may compete with the Franchised Business. You represent and agree that
any market development plans and any demographic or similar information you may have received
from us does not constitute any representation as to the viability or likelihood of success of any location
for a Huntington Learning Center® and does not guarantee that the Franchised Business will or should
be located at any specific site or in any area described in them; and that such materials are not
predictive of any potential business success, revenue, or profits for the Franchised Business. You
represent and agree you have not relied in any way on any market development plans or other
demographic or similar material provided to you by the Franchisor in your decision to enter into this
Agreement or into any other agreement with us.
10.15. Government Programs. You acknowledge and agree you have no right to, and shall not, apply, or
obtain or accept approval to provide or market, School Services, without our prior written approval; and
we have the absolute right to refuse to grant you any such approval. You acknowledge and agree we
and our affiliates have the right to apply, and to accept and obtain approval, to provide and market
School Services, at any time and at any location, including at any location within the Development Area
and to grant such rights to others, including our affiliates and franchisees. You acknowledge and agree
that Huntington Learning Centers® or other facilities or entities operated by us and our affiliates and
franchisees may use the Marks to provide School Services at any time and at any location, including at
any location inside the Development Area, and may compete against you without compensation of any
kind to you. You agree you shall make no claim, including any claim of encroachment or loss of business
or damage, due to such use of the Marks or such competition.

v2012a.doc
10.16. Binding Effect. Upon its execution by you and us, this Agreement shall bind, and inure to the benefit of,
you and us and your and our permitted heirs, executors, personal representatives, successors, and
assigns.
10.17. Entire Agreement. This Agreement and all its exhibits constitute the entire agreement between you
and us with reference to its subject matter. This Agreement supersedes all prior and contemporaneous
negotiations, understandings, representations, and agreements, oral or written, about this Agreement's
subject matter. Our obligations to you are confined exclusively to this Agreement. Any right we grant
to you as to the subject matter hereof is described solely in, and limited to, this Agreement. Except for
those specifically permitted to be made unilaterally by us or you hereunder, no amendment, change, or
variance from this Agreement shall be binding on either party, unless mutually agreed to by the parties
and executed by their authorized officers or agents in writing.
THE BALANCE OF THIS PAGE IS LEFT BLANK INTENTIONALLY.
11. ACCEPTANCE AND AGREEMENT. I HAVE READ AND UNDERSTAND FULLY THIS AGREEMENT AND ALL OF ITS
EXHIBITS. I HAVE HAD FULL OPPORTUNITY TO CONSULT WITH, AND BE ADVISED BY, COUNSEL OF MY OWN
CHOOSING REGARDING THIS AGREEMENT AND THE TRANSACTION GOVERNED BY THIS AGREEMENT. I
ACCEPT AND AGREE TO BE BOUND BY, AND TO PERFORM ACCORDING TO, THIS AGREEMENT AND EACH AND
ALL OF ITS TERMS, WITHOUT RESERVATION. I ACKNOWLEDGE RECEIPT OF A COMPLETED COPY OF THIS
AGREEMENT AND ALL OF ITS EXHIBITS AT LEAST 5 BUSINESS DAYS BEFORE I EXECUTED IT.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date first above written.

For the Developer. (This is executed by all individuals comprising the Developer, if the Developer is an individual; or
all officers of the corporation, if the Developer is a corporation; or all partners or members, if the Developer is a
Name of Developer (Enter the same name that


v2012a.doc
Huntington Learning Centers Inc. Development Agreement
EXHIBIT A
DEVELOPMENT AREA; DEVELOPMENT SCHEDULE
1. The initial franchise fees and dates for which the Franchise Agreements must be executed are listed below.
Each Huntington Learning Center® developed under this Development Agreement shall be located within the
boundaries of the Development Area described as follows or on the attached map:
2. Recognizing that time is of the essence, you agree to satisfy the below development schedule:
Huntington Learning Initial Radius, if any, of the Date by which franchise

Centers, Inc. franchise fee exclusive area about your agreement is to be signed
franchise agreement approved location
1st On Agreement Date
2nd
3rd
4th
5th
IN WITNESS WHEREOF, the parties hereto have duly executed this Exhibit A contemporaneously with the

For the Developer. (This is executed by all individuals comprising the Developer, if the Developer is an individual; or
all officers of the corporation, if the Developer is a corporation; or all partners or members, if the Developer is a
Name of Developer (Enter the same name that


v2012a.doc
Huntington Learning Centers Inc. Development Agreement
EXHIBIT B
FRANCHISE AGREEMENT
The form of Huntington Learning Centers, Inc. Franchise Agreement as of the Agreement Date is attached.

v2012a.doc
EXHIBIT C
GUARANTEE AGREEMENT
In consideration of, and in order to induce Huntington Learning Centers, Inc. (the "Franchisor") to execute the
Development Agreement (the "Agreement"), each of the undersigned (the “Guarantors”) personally,
unconditionally, and irrevocably, jointly and severally, accept and agree that they shall be bound by, and perform
according to, each and all of the provisions, covenants, and conditions of the Agreement executed between the
Franchisor and ________________________________________________________________________________,
the Developer (as defined in the Agreement). Unless specifically stated otherwise, the terms used in this
Guarantee shall have the same meaning as in the Agreement. Each Guarantor personally, unconditionally, and
irrevocably, jointly and severally, accepts and agrees as follows:
Developer under the Agreement. Each Guarantor hereby waives any right to require the Franchisor to: (a)
proceed against the Developer for any payment required under the Agreement; (b) proceed against or exhaust
any security from the Developer; or (c) pursue or exhaust any remedy, including any legal or equitable relief,
against the Developer. Without affecting the obligations of any Guarantor under this Guarantee, the
Franchisor may, without notice to any Guarantor, extend, modify, or release any indebtedness or obligation of
the Developer, or settle, adjust, or compromise any claims against the Developer. The Franchisor has the right
to require, in the Manual or otherwise in writing, that each Guarantor make any payment required under the
Agreement and this Guarantee directly to it, its affiliates, or to a bank or such other financial institution
account specified by the Franchisor, at the times and with the frequency designated by the Franchisor, by
electronic funds transfer, on‐line banking, pre‐authorized auto‐draft arrangement, or such other means as the
Franchisor may specify from time to time, notwithstanding any other provisions of the Agreement, and each
Guarantor agrees to comply with such requirement. Each Guarantor shall furnish the Franchisor, the
Franchisor’s bank, or other financial institution, and any other recipient of payment with such information and
authorizations as may be necessary to permit such persons to make withdrawals by electronic funds transfer,
on‐line banking, or auto‐draft arrangement. Each Guarantor shall bear all expenses, if any, associated with
such authorizations and payments.
Developer, and agrees to be bound by any and all such amendments and changes to the Agreement.
connection with any failure by the Developer to perform any obligation of the Developer under the
Agreement, any amendment thereto, or any other agreement executed by the Developer referred to therein.
4. Term. This Guarantee shall terminate upon the termination or expiration of the Agreement, except that all
obligations and liabilities of any Guarantor that arose from events that occurred on or before the effective
date of such termination shall remain in full force and effect until satisfied or discharged by each Guarantor,
and all covenants that by their terms continue in force after the expiration or termination of the Agreement
shall remain in force according to their terms. Upon the death of an individual Guarantor, the estate of such
Guarantor shall be bound by this Guarantee, but only for defaults and obligations hereunder existing at the
time of death; and the obligations of the other Guarantors will continue in full force and effect.
Franchised Business (including the Manual, Software, and Phone Number, as such terms are defined in the
Franchise Agreement) that may be communicated to any Guarantor of which such Guarantor may be apprised

EXHIBIT C
GUARANTEE AGREEMENT
by virtue of such Guarantor’s operation under the Agreement or Guarantee. All information, knowledge,
know‐how, techniques, and other data that the Franchisor designates as confidential shall be deemed
confidential for purposes of the Agreement and this Guarantee. If any Guarantor becomes aware of any
unauthorized disclosure or use of the Manual or any confidential information or trade secret of the Franchisor,
such Guarantor shall notify the Franchisor immediately in writing, and the Franchisor shall have the sole and
absolute right to take any actions it determines.
business. The Franchisor shall have the right to commence an action against any Guarantor in any court of
competent jurisdiction. Each Guarantor hereby waives all objections to personal jurisdiction or venue for the
purpose of carrying out the purposes of this Guarantee, and each Guarantor agrees that nothing in this
Guarantee shall be deemed to prevent any party to such action from removing the action from state court to
federal court. Each Guarantor acknowledges and agrees that this Guarantee is made in New Jersey and is to
be performed in part through services rendered to the Developer in New Jersey.
Guarantor and the Franchisor consent in writing. The Franchisor has the absolute right to refuse such consent.

EXHIBIT C
GUARANTEE AGREEMENT
WRITTEN EVIDENCE OF EACH GUARANTOR’S AND THE FRANCHISOR’S CONSENT TO THE WAIVER OF A TRIAL
BY JURY. EACH GUARANTOR ACKNOWLEDGES AND AGREES THAT HE HAS HAD FULL AND ADEQUATE
OPPORTUNITY TO CONSULT WITH, AND BE ADVISED BY, COUNSEL OF HIS OWN CHOOSING ABOUT THE
TRANSACTION GOVERNED BY THE AGREEMENT AND THIS GUARANTEE AND SPECIFICALLY ABOUT THE TERMS
OF THIS GUARANTEE, WHICH CONCERNS THE WAIVER OF RIGHT TO TRIAL BY JURY BY EACH GUARANTOR AND
THE FRANCHISOR. EACH GUARANTOR AGREES THAT HIS REPRESENTATIONS SHALL SURVIVE THE EXPIRATION
OR TERMINATION OF THIS GUARANTEE.
conduct includes any use by any Guarantor relating to the Marks, the System, the Manual, or the Franchisor’s
trade secrets. An application for such a remedy shall not be deemed an election or a waiver of any other
remedy under this Guarantee or at law or in equity. The Franchisor may file an original counterpart or a copy
of this Guarantee with any court as written evidence of the undersigned’s consent to the issuance of
injunctive relief.
notices shall be sent hereunder by email or by telefax and no Guarantor shall designate any address that is a
post office box. Notices shall be deemed delivered and received on the earliest of actual receipt; 5 business
days after placement in the U.S. mail; or one business day after mailing, if placed in the U.S. mail or a courier
14. Signatories sign as individuals. Each signatory to this Guarantee executes it as an individual and not in any
capacity as an officer, director, shareholder, or member of the Franchisee or of any other entity. Any title any
signatory afixes hereunder is non‐binding and is of no effect under this Guarantee.

EXHIBIT C
GUARANTEE AGREEMENT
Notices to the Franchisor: Huntington Learning Centers, Inc.

496 Kinderkamack Road
Attn: Chairman

and addresses of
office box)
I have read and understand the Agreement and this Guarantee. I agree to be bound by, and to perform according
to, the Agreement and this Guarantee. I acknowledge and agree that I have had full and adequate opportunity to
consult with, and be advised by, counsel of my own choosing about the transaction governed by the Agreement
and this Guarantee. I have a copy of the Agreement and this Guarantee.
IN WITNESS WHEREOF, each of the undersigned has hereunto affixed your signature.
NamePrin1
NamePrin2

Huntington Learning Centers, Inc. Conference Service License Agreement Page 1
EXHIBIT C TO THE FRANCHISE DISCLOSURE DOCUMENT
CONFERENCE SERVICE LICENSE AGREEMENT

This HUNTINGTON LEARNING CENTERS, INC. CONFERENCE SERVICE LICENSE AGREEMENT (the "Agreement") is
made and entered into on ______________________________________________________________________
(the "Agreement Date") between Huntington Learning Centers, Inc. ("Huntington", "Franchisor", "we", "us", and
"our"), a corporation incorporated in Delaware or its successors and assigns, and (in the following space, enter the
you, the Franchisee, (in the following space, insert one of individual or partnership or corporation, or limited
liability company) __________________________________________________________________________________________________
Code)_________________________________________________________________________________________
_____________________________________________________________________________________________.
As used in this Agreement, "you” and "Franchisee", mean the individuals, corporation, partnership, or limited
liability company, jointly and severally, referenced as "Franchisee" in this paragraph of this Agreement.
Based upon the representations, warranties, and covenants in this Agreement, and subject to this Agreement, you
1. Franchise; Coaching Center. You and we have entered into that certain franchise agreement (the "Franchise
Agreement") dated ___________________________ regarding the operation of a franchised business (the
"Franchised Business") for the Exclusive Area identified in your Franchise Agreement as (in the following
space, enter the name of the exclusive area ______________________________. We or our affiliate operates
a department (the "Coaching Center") for the purpose of offering advice to us and our affiliates and
franchisees. An "affiliate" shall mean an entity or person controlling, controlled by, or under common control
with, another entity or person.
2. Term. Except as otherwise provided in this Agreement, the term of this Agreement and all rights granted
under it expire on upon the sooner of the expiration or termination of the current term of the Franchise
Agreement. You or we may terminate this Agreement at any time for any or no reason, upon 10 days' prior
written notice.
3. Grant; Equipment; Coaching Standards. We grant to you, and you accept, the limited and non‐exclusive right
(the "License") for you and your employees to use the Coaching Center. You agree to cooperate fully with us
and the Coaching Center to achieve the purpose of this Agreement. You agree to use the License according to
this Agreement and in no other way. We may grant licenses to others to use the Coaching Center upon other
or different terms at any time and in any location. We shall provide you with a written description of the
technical and other equipment and standards (the “Coaching Standards”) required under the License, and, at
your sole cost, you agree to obtain, use, and maintain such equipment and to comply with such standards as
required therein. This equipment includes computer and telephone equipment, the Internet, Internet
connections, computer and telephone software, local and remote access lines, email, fax machines, efax,
document scanner, and equipment and software providing access to the Internet; and standards include the
manner of use of the equipment; how the equipment is used in the operation of your Franchised Business;
procedures by which you interface with the Coaching Center; scheduling procedures; billing procedures;
payment terms; and the minimum number of hours per month you must use the services Licensed hereunder.
In each instance, the words “include”, “included”, and “including” shall be deemed to be followed by the
words, “without limitation”. We may change, improve, modify, and amend the Coaching Standards from time
to time and you agree promptly to comply fully with the then‐current Coaching Standards. At all times during
the term of this Agreement, you shall keep open and in operation the Franchised Business for such minimum
hours and days as we shall specify in the Coaching Standards or in writing from time to time; you shall operate
your Franchised Business in strict compliance with the standards, specifications, procedures, and policies
described in this Agreement, in the Coaching Standards, and as we require in writing from time to time; and
you shall refrain from deviating from such standards, specifications, procedures, and policies without our
prior, written consent.
4 Fees. You agree to pay to us and all other parties promptly upon demand all fees and expenses related to
your use of the Coaching Center. You agree to pay us upon execution of this Agreement a fee (the “Set‐up
Fee”) of $500 for your connection to the Coaching Center. You agree that, beginning on the earlier of (a) the
first day after the second full month after you open or begin operating your Franchised Business (as we
determine); or (b) twelve full months after the Agreement Date, you shall pay us a fee (the “Hourly

Connection Fee”) of $82 per hour for each hour you use the Coaching Center. You are responsible for
payment of all telephone and other charges not expressly included under this Agreement. We may change all
fees and charges in this Agreement in January of each year. We have the right on written notice to you to
increase the Hourly Connection Fee by up to 10% per year. The Set‐up Fee is earned upon your execution of
this Agreement. You agree we or our affiliates may earn revenue from any fee paid hereunder and has the
right to use such revenue in any manner and for any reason it determines. The Hourly Connection Fee is
earned upon your use of the Coaching Center. No fee earned by or payable to us under this Agreement is
refundable, except as provided herein. We are not obligated to purchase or buy back anything you may lease,
acquire, purchase, or license to comply with this Agreement, whether or not done so at any Franchisor’s
direction. You agree to pay the Hourly Connection Fee within 10 days of your receipt of our invoice. You shall
pay all amounts due us at our principal business address as listed in Paragraph 28 below, or at any other
address we designate in writing. If you fail to pay any fee required under this Agreement to us within the time
period required under this Agreement, such non‐payment shall be a material default hereunder. If you are
more than 10 days late in paying any money due us, you shall pay us interest at the rate of 18% per annum on
all overdue amounts from the due date until paid in full (but no more than the highest rate permissible in your
state) and our then‐current late fee. Entitlement to such late fee and interest shall be in addition to any other
remedies we may have. This Paragraph 4 shall not bind us to accept any payment after its due date. If you are
delinquent in any payment to us, we have the right to apply any of your payments to any late fee, interest
charge, or past due indebtedness. You shall have no right to withhold any payment of any Hourly Connection
Fee or any other monies due to us or our affiliates on any grounds (including any claim or counter‐claim
hereunder or otherwise) and shall have no right to set‐off any amount due to us or our affiliates against any
monetary claim against us or our affiliates. We have the right to require, in the Coaching Standards or
otherwise in writing, that you make any payment required under this Agreement directly to us, our affiliates,
or to a bank or such other financial institution account we specify, at the times and with the frequency we
designate, by electronic funds transfer, on‐line banking, pre‐authorized auto‐draft arrangement, or such other
means as we may specify from time to time, notwithstanding any other provisions of this Agreement, and you
agree to comply fully and timely with such requirement. You shall furnish us, our bank, or other financial
institution, and any other recipient of payment with such information and authorizations as may be necessary
to permit such persons to make withdrawals by electronic funds transfer, on‐line banking, or auto‐draft
arrangement. You shall bear all expenses, if any, associated with such authorizations and payments. You
agree to reimburse us for any fees imposed on us or our affiliates by any third party to process any payment
you make to us under this Agreement. Such third party fees include any fees imposed by a bank or credit card
company to process any credit card payment you make to the Franchisor or its affiliates.
4. Use. You shall use the Coaching Center solely according to the terms of this Agreement and according to the
Coaching Standards, as amended from time to time. The Coaching Center may be used only by you and your
eligible staff in your Franchised Business's operation, as described in this Agreement. The Coaching Center
may not be used in any way not permitted by this Agreement. The Coaching Center conducts all its services in
English.
5. Transfer. “Transfer" shall mean the direct, indirect, or contingent sale, assignment, transfer, conveyance, gift,
pledge, mortgage or other encumbrance (whether by or among any of your Franchisee Members, as that term
is defined in the following sentence) of any interest in the License or this Agreement. "Franchisee Member"
shall mean you and each owner of any interest, directly or indirectly, in any corporation, partnership, or
limited liability company that is the Franchisee. This Agreement is personal to you. We enter into this
Agreement in reliance upon, and in consideration of, your skills, qualifications, and representations and the
trust and confidence we repose in you. Neither you nor any of your Franchisee Members may Transfer any
interest in this License or this Agreement. Any purported Transfer shall be null and void and shall constitute a
material breach of this Agreement, for which we may immediately terminate this Agreement without
opportunity to cure. We have the absolute right to transfer, assign, or sell, by agreement or by law, directly,
indirectly, or contingently, this Agreement and this License and any right and obligation under this Agreement
and License.
6. Limitation of Liability. You agree that we and all our affiliates and our and their respective present and
former officers, directors, shareholders, agents, contractors, and employees in both their individual and
corporate capacity shall not be liable in any manner whatsoever because of your use of the License or
Coaching Center, including any reason due to any of the following: (1) the Coaching Center's failure,

interruption, or cessation for any reason; (2) any inability or delay in causing the Coaching Center to resume
operation after it ceases to operate; (3) any failure by the Coaching Center to meet any standard or goal; and
(4) any incorrect or inappropriate information given to you or your staff by the Coaching Center or others. You
agree that, in no event shall we or our affiliates or the Coaching Center be liable for any indirect, special,
incidental, consequential or punitive damages, losses or expenses incurred by you due to your use of, non‐use
of, or inability to use the License or Coaching Center, including loss of actual or prospective customers, loss of
use, loss of profits, loss of data, loss of goodwill, or for business interruption.
7. Termination, Default. If you are in default under the Franchise Agreement, you shall be in default under this
Agreement. This Agreement and License terminate immediately upon termination or expiration of the
Franchise Agreement for any reason. We have the right to terminate this Agreement upon 10 days’ written
notice to you, without any opportunity to cure the default, for any default by you of any material obligation
hereunder. We may terminate this Agreement, without an opportunity to cure, if you breach this Agreement,
or if you commit a non‐curable breach of your Franchise Agreement, or if you are in default of your Franchise
Agreement pursuant to a written notice to cure that has not been cured within the time period required or
permitted in such notice. Upon expiration or termination of this Agreement for any reason, you shall
immediately cease using the License and Coaching Center and pay all amounts you owe us; and you shall
comply with all terms and conditions of this Agreement that survive its expiration or termination. If, due to
any default by you, this Agreement is terminated, then you shall pay us immediately upon written demand all
related costs, expenses, and fees (including attorneys’ and accountants’ fees and expenses, costs of
investigation, court costs and expenses) we incurred.
8. Limitation of Services or Benefits. If you are in default of any material obligation hereunder, you agree we
have the right, in our sole discretion, temporarily or permanently, to limit, curtail, or remove certain services
or benefits provided or required to be provided to you hereunder in lieu of exercising our right to terminate
this Agreement pursuant to the terms hereof, including limiting your right to use the Coaching Center. You
agree to hold us harmless with respect to any action we take pursuant to this Paragraph 8; and you agree we
shall not be liable for any loss, expense, or damage incurred by you or the Franchised Business because of any
action we take pursuant to this Paragraph 8. Nothing in this Paragraph 8 constitutes a waiver of any of our
rights or remedies under this Agreement or any other agreement between you and us, including the right to
terminate this Agreement under Paragraph 7 above. You acknowledge and agree that our exercise of our
rights pursuant to this Paragraph 8 shall not be deemed a constructive termination of this Agreement or of
any other agreement between you and us, and shall not be deemed a breach of any provision of this
Agreement by us. We may reinstate at any time any services or benefits removed, curtailed, or limited
pursuant to this Paragraph 8 in our sole discretion and you hereby agree to accept immediately any such
reinstatement of any services or benefits so removed, curtailed, or limited.
9. Applicable Law; Forum. This Agreement shall be interpreted and construed in accordance with the laws of
the state of Delaware, except for such state’s conflict‐of‐law rules. The parties hereto agree the New Jersey
Franchise Practices Act shall not apply to this Agreement. Except as otherwise provided herein, any action,
whether or not arising out of, or relating to, this Agreement, whenever and wherever incurred, whether
vested or contingent, whether in law or in equity, whether directly, representatively, derivatively, or in any
other capacity, brought by you or any Franchisee Member against us shall be brought in the judicial district in
which we have, at the time of commencement of such action, its principal place of business. We shall have the
right to commence an action against you in any court of competent jurisdiction. All such parties hereby waive
all objections to personal jurisdiction or venue for the purpose of carrying out the purposes of this Paragraph
9, and all such parties agree that nothing in this Paragraph 9 shall be deemed to prevent any party to such
action from removing the action from state court to federal court. You acknowledge and agree that this
Agreement is made in New Jersey and is to be performed in part through services rendered to you in New
Jersey. You acknowledge and agree that this Paragraph 9 governs any dispute under any prior or other
agreement between you or any of your affiliates and us and any of our affiliates, and that such provision shall
supersede and govern any contrary obligation in any such agreement for either such party thereunder to
participate in any mediation or arbitration or both in connection with filing an action or claim under such
agreement, which such contrary obligation shall be null and void and of no force or effect. You further
acknowledge and agree that all such prior and other agreements shall be governed by this Paragraph 9.
10. Claims against the Franchisor. Notwithstanding any other provision of this Agreement, you have no right to

make any claim or counterclaim against us during the term of this Agreement in any manner other than the
manner described in this Paragraph 10. If, during the term of this Agreement, you have any claim against us or
any of our affiliates or our or their present or past directors, stockholders, officers, employees, or agents,
including any claim related to Transfer hereunder, any claim that we failed to meet any obligation under this
Agreement, defaulted under this Agreement, or did not perform under this Agreement, then you shall notify
us in writing of this claim. This written notice shall describe the claim, provide an opportunity to cure,
describe the manner in which you request that we cure, and provide a period (the “Cure Period”) within which
we may cure such alleged default of at least 60 days. Your written notice shall be delivered to us in the
manner described in Paragraph 28 below. If your notice is not in writing, and does not (1) describe the claim,
(2) provide an opportunity to cure, (3) describe the manner in which you request that we cure, and (4) provide
a Cure Period of at least 60 days, then your notice shall be deemed to be (a) deficient, (b) not a claim upon
which we are required to act, (c) not an actionable claim, (d) not grounds for your seeking any remedy under
this Agreement or otherwise, and (e) not grounds for your termination of this Agreement. If you do not file a
legal action for such claim, as described in Paragraph 9 above within 30 days after the expiration of the Cure
Period, then you shall have evidenced conclusively that you have no claim against us and our affiliates and our
and their respective present and past directors, stockholders, officers, employees, and agents; and you shall
have evidenced conclusively that any claim you may have had is not a claim upon which we are required to
act, is not an actionable claim, is not grounds for your seeking any remedy under this Agreement or otherwise,
and is not grounds for termination by you of this Agreement; and you shall be deemed to have agreed to have
waived any right you may have had to initiate any future claim against us for the same cause.
11. Waiver of Rights. You waive the right: to enforce any oral agreement, promise, representation, or warranty
not in this Agreement; to amend, modify, or suspend any provision of this Agreement; to stay the
effectiveness of any expiration or termination of this Agreement or any other agreement between you and us
or any pending expiration or termination thereof; and to seek damages against us because we insisted upon
the execution of a general release or refused its consent or approval under this Agreement. Neither you nor
we shall seek to litigate as a representative of, or on behalf of, any other person, class, or entity any dispute,
controversy, or claim of any kind arising out of, or relating to, this Agreement, the rights and obligations of the
parties, the sale of the franchise, or other claims or causes of action relating to the performance of either
party to this Agreement. No action or proceeding under this Agreement shall add as a party, by consolidation,
joinder, or in any other manner, any person or party other than you and us and any person in privity with, or
claiming through, in the right of, or on behalf of, you or us, unless both you and we consent in writing. We
have the absolute right to refuse such consent.
12. Limitation on Claims. You and we agree that any and all claims by you against us arising out of, or relating to,
directly or indirectly, the making of, interpretation of, or performance under this Agreement may not be
commenced by you, unless brought before the earlier of (1) the expiration of one year after the act,
transaction, or occurrence upon which such claim is based; or (2) one year after this Agreement expires or is
terminated for any reason. You agree that any claim or action not brought by you within the periods required
under this Paragraph 12 shall forever be barred as a claim, counterclaim, defense, or set off.
13. WAIVER OF TRIAL BY JURY. YOU AND THE FRANCHISOR AGREE TO WAIVE A TRIAL BY JURY IN ANY JUDICIAL
OR RELATE TO, THIS AGREEMENT, ANY AND ALL TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT, YOUR
PERFORMANCE OR OUR PERFORMANCE UNDER THIS AGREEMENT, OR OTHERWISE, DURING THE TERM OF
THIS AGREEMENT AND AFTERWARDS. YOU AND WE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF YOUR AND OUR CONSENT TO THE WAIVER OF
A TRIAL BY JURY. YOU ACKNOWLEDGE AND AGREE YOU HAVE HAD FULL OPPORTUNITY TO CONSULT WITH,
AND BE BY, COUNSEL OF YOUR OWN CHOOSING ABOUT THE TRANSACTION GOVERNED BY THIS AGREEMENT
AND SPECIFICALLY ABOUT THE TERMS OF THIS PARAGRAPH 13 WHICH CONCERNS THE WAIVER OF RIGHT TO
TRIAL BY JURY BY YOU AND US. YOU AND WE AGREE THAT YOUR REPRESENTATIONS SHALL SURVIVE THE
EXPIRATION OR TERMINATION OF THIS AGREEMENT.
14. Limitation on Remedies. Except as required to the contrary under the indemnification provisions of
Paragraph 21 below or by law, during the term of this Agreement and afterwards, you waive to the fullest
extent permitted by law any right to, or claim for, any punitive, speculative, exemplary, incidental, indirect,
special, or consequential damages against us and all of our affiliates and each of our and their past and

present stockholders, directors, officers, employees, and agents arising out of any cause whatsoever that
indirectly, this Agreement, whether such cause is based in contract, negligence, strict liability, other tort, or
otherwise, including your claim or counterclaim that we unreasonably gave, withheld, or delayed its consent
or approval to anything.
15. No Exclusive Remedy. No right or remedy conferred upon or reserved to you or us by this Agreement is
16. Specific Performance. Notwithstanding any other provision of this Agreement, we have the right to seek
specific performance of any of your obligations under this Agreement or injunctive relief against any conduct
that will cause us loss or damage, under customary equity rules, to prevent a breach or threatened breach of
this Agreement without the need to show monetary damages and without posting a bond. An application for
such a remedy shall not be deemed an election or a waiver of any other remedy. We may file an original
counterpart or a copy of this Agreement with any court as written evidence of your consent to the issuance of
injunctive relief.
17. Fees and Costs. Except as otherwise specifically provided herein, in any judicial or administrative action,
order, or proceeding hereunder involving you and us during the term of this Agreement or thereafter, the
prevailing party shall be entitled to recover its damages, costs and expenses, including all court costs and
attorneys' and accountants' fees and expenses.
18. Your Representations and Warranties. You represent and warrant to us as follows: You are duly organized,
validly existing, and in good standing under the laws of your state, as such state is identified in the opening
paragraph of this Agreement; the individuals executing this Agreement for you have full power, right, and
authority to bind you; you have full power, right, and authority to enter into, and perform your obligations
under, this Agreement; the execution, delivery, and performance of this Agreement by you has been duly and
properly authorized in accordance with applicable law and your charter, certificate of incorporation, by‐laws,
partnership documents, and formation documents, as applicable; and this Agreement constitutes a valid and
binding obligation of you, enforceable against you in accordance with its terms; and the execution, delivery,
and performance by you of this Agreement and the undertakings contemplated herein, do not and will not
conflict with or result in, with or without the giving of notice or lapse of time or both, any violation of, or
constitute a breach or default under your charter, certificate of incorporation, by‐laws, partnership
documents, or formation documents or any resolution adopted by you or your board of directors or governing
board and not rescinded.
19. Taxes. You shall pay us an amount equal to any sales tax, use, or other tax (other than income tax) imposed
on us with respect to any payments you make to us required under this Agreement, unless the tax is credited
against income tax otherwise payable by us.
20. Relationship. In all matters pertaining to this Agreement, you are, and shall be deemed, an independent
party. We and our affiliates and our and their directors, stockholders, employees, and agents shall have no
fiduciary obligation to you. You are not, and shall not be deemed, our agent, legal representative, joint
venturer, partner, or employee for any purpose whatsoever. We are not liable for your debts, obligations,
acts, or refusals to act. You have no right to bind us in any way, and you shall not represent that you have any
right to do so. You shall conduct all your obligations in your own name and not in our name.
21. Indemnification. You, and not us, are solely responsible for all losses, damages, and liabilities to all your
customers, employees, agents, and vendors and to all others, and for all damages to property, and for all
physical and mental injury and illness and death of persons arising out of, or with, your acts or omissions; and
for your compliance with all federal, state, and local laws, statutes, codes, rules, regulations, and standards,
including the following laws, rules, and regulations, which we collectively term the “Federal Laws, Rules, and
Regulations”: The federal No Child Left Behind Act, as amended, and the United States Department of
Education rules and regulations related thereto; the Family Educational Rights and Privacy Act of 1974, as
amended, the federal Children’s Online Privacy Protection Act of 1998, as amended, and the federal
Americans with Disability Act, as amended. For all time, you shall indemnify and hold harmless us and our
affiliates and our and their respective present and past directors, stockholders, officers, employees, and
agents from and against all claims, demands, losses, obligations, costs, attorneys' and accountants’ fees and

expenses, court costs, expenses, liabilities, debts, and damages of every kind and nature resulting or arising,
directly or indirectly, from your acts and omissions, the conduct of your business hereunder, from any
violation of any federal, state, or local laws, statute, code, rule, regulation, and standard, including the Federal
Laws, Rules, and Regulations, by you, your business, your Franchised Business, your employees and agents,
and from claims by any federal, state, or local governmental agency, bureau, or board and by any person,
vendor, landlord, or other individual or entity, whether occasioned by neglect, omission, willful act, or
otherwise, including all costs, including attorneys' and accountants’ fees and expenses, of defending against
them. You shall advise us if a notice is received that a claim has been or may be filed with respect to a matter
covered by this Agreement, and you shall immediately assume the defense thereof at your sole cost and
expense. At your sole expense, we will endeavor to cooperate with you and your counsel in the defense and
settlement, if any, of all such claims. In any event, we will have the right, through counsel of our choice, to
control any matter to the extent it could directly or indirectly affect us or our affiliates or our or their present
or past officers, directors, employees, agents, successors, or assigns. We may defend, settle, arbitrate, and
litigate such action in the manner we deem appropriate and you shall, immediately upon written demand, pay
to us all costs, including attorneys' and accountants’ fees and expenses, and litigation costs, we incur in
effecting such defense, in addition to any sum we may pay by reason of any settlement or judgment against
us.
22. Fees and Costs. For all time, you agree to pay us or our designee all expenses, including attorneys' and
accountants' fees and expenses and litigation and court costs, we, our affiliates, and our their successors and
assigns incur (1) to issue any notice to remedy any default by you under this Agreement; (2) to issue any
notice to remedy any default by you or any of your affiliates under any other agreement between you and any
of your affiliates and us or any of our affiliates; (3) to enforce any rights under this Agreement or under any
other agreement between you and any of your affiliates and us or any of our affiliates; (4) to effect
termination of this Agreement; (5) to effect termination of any other agreement between you and any of your
affiliates and us or any of our affiliates; (6) to collect any amounts due under this Agreement; and (7) to collect
any amounts due under any other agreement between you and any of your affiliates and us or any of our
affiliates.
23. Binding Effect. Upon its execution by you and us, this Agreement shall bind, and inure to the benefit of, you
and us and your and our respective heirs, executors, personal representatives, successors, and assigns.
24. Waivers. Either you or we may by written notice unilaterally waive or reduce any obligation of, or restriction
upon, the other under this Agreement effective upon delivery of such notice or upon any other effective date
stated in such notice. Any such waiver granted by us must be signed by our corporate officer and shall not
prejudice any other rights of the Franchisor.
25. Independent Investigation. You represent and warrant to us that: you have been accorded ample
opportunity to ask us all questions about us, this Agreement and its exhibits, and the activities and services
hereunder, and we have answered each and all of these questions to your full and complete satisfaction; you
have conducted a full and complete independent investigation of the services and activities contemplated by,
and to be conducted under, this Agreement; and you have been accorded ample opportunity to consult with,
and be advised by, counsel of your own choosing about the risks of entering into this Agreement.
26. Entire Agreement. This Agreement and all its exhibits constitute the entire agreement between you and us
with reference to its subject matter. This Agreement supersedes all prior and contemporaneous negotiations,
understandings, representations, and agreements, oral or written, about this Agreement's subject matter.
Our obligations to you are confined exclusively to this Agreement. Any right we grant to you as to the subject
matter hereof is described solely in, and limited to, this Agreement. Except for those specifically permitted to
be made unilaterally by you or us hereunder, no amendment, change, or variance from this Agreement shall
be binding on either party, unless mutually agreed to by the parties and executed by their authorized officers
or agents in writing.
27. Severability. Each article, paragraph, subparagraph, term, condition, and covenant of this Agreement and all
portions of them shall be considered severable. If, for any reason, any portion of this Agreement is
determined to be unconscionable or unenforceable or invalid, contrary to, or in conflict with, any applicable
present or future law, rule, or regulation in a final unappealed ruling issued by any court, agency, or tribunal
with valid jurisdiction in an action or proceeding to which we are a party, that ruling shall not impair the

operation of, or have any other effect upon, any other portion of this Agreement, all of which shall remain
binding on you and the Franchisor and shall continue to be given full force and effect. Any invalid portion shall
be deemed not to be a part of this Agreement as of the date on which the ruling becomes final, if you are a
party to this action or proceeding, or on your receipt of notice of non‐enforcement from the Franchisor.
28. Notices. All notices to you and us during the term of this Agreement and afterwards shall be in writing and
delivery, addressed to such party's principal business address as identified in the Franchise Agreement, or at
any other address that you or we designate in writing, provided, however, that no notice shall be sent
hereunder by email or telefax and you shall not designate any address that is a post office box. Notices shall
be deemed delivered and received on the earliest of actual receipt; 5 business days after placement in the U.S.
mail; or one business day after mailing, if placed in the U.S. mail or a courier service for next business day
delivery.
COPY OF THIS AGREEMENT AND ALL RELATED AGREEMENTS ATTACHED TO THE FRANCHISOR’S FRANCHISE
DISCLOSURE DOCUMENT WITH ANY CHANGES TO SUCH AGREEMENTS UNILATERALLY AND MATERIALLY MADE
BY THE FRANCHISOR AT LEAST 7 CALENDAR DAYS BEFORE I EXECUTED THEM.
IN WITNESS WHEREOF, each of the undersigned has affixed his signature on the Agreement Date.

NamePrin1
NamePrin2

In consideration of, and in order to induce Huntington Learning Centers, Inc. (the "Franchisor") to execute the
Conference Service License Agreement (the "Agreement"), each of the undersigned (the “Guarantors”) personally,
unconditionally, and irrevocably, jointly and severally, accept and agree that they shall be bound by, and perform
according to, each and all of the provisions, covenants, and conditions of the Agreement executed between the
Franchisor and NameZee, the Franchisee (as defined in the Agreement), for the use of the Coaching Center. Unless
specifically stated otherwise, the terms used in this Guarantee shall have the same meaning as in the Agreement.
Each Guarantor personally, unconditionally, and irrevocably, jointly and severally, accepts and agrees as follows:
Franchisee under the Agreement to the Franchisor, customers, vendors, and any other individual or Legal
Entity to whom the Franchisee owes any payment. Each Guarantor hereby waives any right to require the
Franchisor to: (a) proceed against the Franchisee for any payment required under the Agreement; (b) proceed
against or exhaust any security from the Franchisee; or (c) pursue or exhaust any remedy, including any legal
or equitable relief, against the Franchisee. Without affecting the obligations of any Guarantor under this
Guarantee, the Franchisor may, without notice to any Guarantor, extend, modify, or release any indebtedness
or obligation of the Franchisee, or settle, adjust, or compromise any claims against the Franchisee. The
Franchisor has the right to require, in the Manual or otherwise in writing, that each Guarantor make any
the Franchisor, the Franchisor’s bank, or other financial institution, and any other recipient of payment with
such information and authorizations as may be necessary to permit such persons to make withdrawals by
electronic funds transfer, on‐line banking, or auto‐draft arrangement. Each Guarantor shall bear all expenses,
if any, associated with such authorizations and payments.
words, “without limitation”.
Franchised Business (including the Coaching Standards) that may be communicated to any Guarantor of which
such Guarantor may be apprised by virtue of such Guarantor’s operation under the Agreement or Guarantee.
All information, knowledge, know‐how, techniques, and other data that the Franchisor designates as
confidential shall be deemed confidential for purposes of the Agreement and this Guarantee. If any Guarantor
becomes aware of any unauthorized disclosure or use of the Coaching Standards or any confidential
information or trade secret of the Franchisor, such Guarantor shall notify the Franchisor immediately in
writing, and the Franchisor shall have the sole and absolute right to take any actions it determines.

be performed in part through services rendered to the Franchisee in New Jersey.

injunctive relief.
13. Signatories sign as individuals. Each signatory to this Agreement executes it as an individual and not in any
signatory afixes hereunder is non‐binding and is of no effect under this Agreement.
notice shall be sent hereunder by email or telefax and no Guarantor shall designate any address that is a post
office box. Notices shall be deemed delivered and received on the earliest of actual receipt; 5 business days
after placement in the U.S. mail; or one business day after mailing, if placed in the U.S. mail or a courier

Attn: Chairman

and addresses of
office box)
NamePrin1
NamePrin2

EXHIBIT D TO THE FRANCHISE DISCLOSURE DOCUMENT
CALL CENTER LICENSE AGREEMENT

This HUNTINGTON LEARNING CENTERS, INC. CALL CENTER LICENSE AGREEMENT (the "Agreement") is made,
entered into, and effective on ____________________________________________________________________
(the "Agreement Date") between Huntington Learning Centers, Inc. ("Huntington", "Franchisor", "we", "us", and
"our"), a corporation incorporated in Delaware or its successors and assigns, and (in the following space, enter the
liability company)__________________________________________________________________________________________________
Code)_________________________________________________________________________________________
_____________________________________________________________________________________________.
As used in this Agreement, "you” and "Franchisee", mean the individuals, corporation, partnership, or limited
liability company, jointly and severally, referenced as "Franchisee" in this paragraph of this Agreement.
1. Franchise; Call Center. You and we have entered into that certain franchise agreement (the "Franchise
Agreement") dated ______________________________________ regarding the operation of a franchised
business (the "Franchised Business") for the Exclusive Area identified in your Franchise Agreement as ExclArea.
We or our affiliate has established and operates a call center (the “Call Center”). An "affiliate" shall mean an
entity or person controlling, controlled by, or under common control with, another entity or person. The Call
Center offers services to us and our affiliates and franchisees.
under it expire on upon the expiration or termination of the current term of the Franchise Agreement;
provided, however, that either you or we may terminate this Agreement at any time for any or no reason,
upon 10 days’ prior written notice.
3. Grant; Equipment; Standards. We grant to you, and you accept, the limited and non‐exclusive right (the
"License") to use the Call Center in the manner described in this Agreement and in no other way. You agree to
direct all calls received over all of your Franchised Business’s advertised phone numbers to the Call Center and
to cooperate fully with us and the Call Center to achieve the purpose of this Agreement. We may grant
licenses to others to use the Call Center upon other or different terms at any time and in any location. We
shall provide you with a written description of the technical and other equipment and standards (the “Call
Center Standards”) required under the License, and you agree to obtain, use, and maintain such equipment
and to comply with such standards as required therein. Equipment includes computer and telephone
software, computer and telephone equipment, local and remote access lines, email, and equipment and
software providing access to the Internet; and standards include the manner of use of the equipment; how the
equipment is used in the operation of your Franchised Business; procedures by which you interface with the
Call Center; billing procedures; and payment terms. In each instance, the words “include”, “included”, and
“including” shall be deemed to be followed by the words, “without limitation”. We may change, improve,
modify, and amend the Call Center Standards from time to time and you agree promptly to comply fully with
the then‐current Call Center Standards. At all times during the term of this Agreement, you shall keep the
Franchised Business open and in operation for such minimum hours and days as we shall specify in the Call
Center Standards or in writing from time to time; you shall operate your Franchised Business in strict
compliance with the standards, specifications, procedures, and policies described in this Agreement, in the
Call Center Standards, and as we require in writing from time to time; and you shall refrain from deviating
from such standards, specifications, procedures, and policies without our prior, written consent.
4. Fees
4.1. Fees; Set‐up Fee. You agree to pay to us and all other parties promptly upon demand all fees related
to your use of the Call Center. Upon execution of this Agreement, you agree to pay us a set‐up fee
(the “Set‐up Fee”) of $500 for your connection to the Call Center.
4.2. Monthly Use Fee, AE Fee. You agree that, beginning on the earlier of the first day after (a) the second

full month after you open or begin operating your Franchised Business (as we determine); or (b)
twelve full months after the Agreement Date, you shall pay us the following fees each month during
the term of this Agreement:
4.2.1. A monthly fee for use of the Call Center (the “Monthly Use Fee”). The Monthly Use Fee is
$270;
4.2.2. A monthly fee (the “AE Fee”) for each academic evaluation (“AE”) appointment invoiced for
the preceding month (from whatever source and for whatever reason or service) that is the
product of the number of such AEs in that month and a per AE amount. An “AE” includes
any academic evaluation appointment and, if you enroll a student without an academic
evaluation, any such enrollee. Our decision regarding AE definition and the number of AEs in
a month is determinative. Per AE amount is as follows: (a) 1‐4 AEs: $68; (b) 5‐8 AEs: $58; (c)
9‐14 AEs: $49; (d) 15‐22 AEs: $42.50; (e) 23‐49 AEs: $36.50; and (f) 50 or more AEs: $26.50.
4.3. Payment Terms. You agree to pay the Monthly Use Fee and AE Fee within 10 days of your receipt of
our invoice. You shall pay all amounts due us at our principal business address or at any other
address we designate in writing. If you fail to pay any fee required under this Agreement within the
time period required under this Agreement, such non‐payment shall be a material default hereunder.
Any fee or other payment that is not paid when due shall be subject to the then‐current late fee and
shall bear daily interest at the rate of 18% per annum, but no more than the highest rate permitted
by applicable law. You shall have no right to withhold any payment of any Monthly Use Fee, AE Fee,
or any other monies due to us or our affiliates on any grounds (including any claim or counter‐claim
hereunder or otherwise) and shall have no right to set‐off any amount due to us or our affiliates
against any monetary claim against us or our affiliates. We have the right to require, in the Call
Center Standards or otherwise in writing, that you make any payment required under this Agreement
directly to us, our affiliates, or to a bank or such other financial institution account we specify, at the
times and with the frequency we designate, by electronic funds transfer, on‐line banking, pre‐
authorized auto‐draft arrangement, or such other means as we may specify from time to time,
notwithstanding any other provisions of this Agreement, and you agree to comply fully and timely
with such requirement. You shall furnish us, our bank, or other financial institution, and any other
recipient of payment with such information and authorizations as may be necessary to permit such
persons to make withdrawals by electronic funds transfer, on‐line banking, or auto‐draft
arrangement. You shall bear all expenses, if any, associated with such authorizations and payments.
4.4. When earned; revenue; responsibilities. We have the right on written notice to you to increase each
of the Monthly Use Fee and AE Fee by up to 10% per year. Fees herein are fully earned by us as
follows: The Set‐up Fee is earned upon your execution of this Agreement; a month’s Monthly Use
Fee is earned on the first of each such month during the term of this Agreement; a student’s AE Fee is
earned when such student begins receiving any portion of the AE. You agree we or our affiliates may
earn revenue from any fee paid hereunder. No fee earned by, or paid or payable to, us under this
Agreement is refundable, except as provided herein. You are responsible for payment of all
expenses, fees, and charges, including, for example, telephone charges, not expressly included under
this Agreement. We are not obligated to purchase or buy back anything you may lease, acquire,
purchase, or license, whether or not you leased, acquired, purchased, or licensed any such thing at
our direction. You agree to reimburse us for any fees imposed on us or our affiliates by any third
party to process any payment you make to us under this Agreement. Such third party fees include
any fees imposed by a bank or credit card company to process any credit card payment you make to
us or our affiliates.
5. Use. You shall use the License according to the terms of this Agreement and according to our standards, as
amended from time to time, and in no other way. The License may be used only by you and your
shareholders, partners, and employees in your Franchised Business's operation as described in this
Agreement. The License and Call Center may not be used in any way not permitted by this Agreement. The
Call Center conducts all its services in English. The Call Center has the right to offer inquirers inducements
(“Inducements”) such as, by way of example, the following: discounts, inducements, promotions, coupons,

give‐aways, or free or reduced‐cost service. The Call Center is not obligated to offer any inducement,
including any inducement requested or offered by you. You agree that, if the Call Center offers an Inducement
generally, then it may offer Inducements on your behalf, and you agree to comply with and honor all
Inducements. The Call Center has the right to direct calls from inquirers to your Franchised Business or to us
or our or their licensees for any reason, including the inquirer’s request or the determination of the individual
at the Call Center who responds to the inquirer.
is defined in the following sentence) of any interest in the License or this Agreement. "Franchisee Member"
shall mean any owner of any interest, directly or indirectly, in you or in any corporation, partnership, or
limited liability company that is the Franchisee. This Agreement is personal to you. We enter into this
Agreement in reliance upon, and in consideration of, your skills, qualifications, and representations and the
trust and confidence reposed in you by us. Neither you nor any of your Franchisee Members may Transfer any
interest in this License or this Agreement. Any purported Transfer shall be null and void and shall constitute a
material breach of this Agreement, for which we may immediately terminate without opportunity to cure. We
have the absolute right to transfer, assign, or sell, by agreement or by law, directly, indirectly, or contingently,
this Agreement and this License and any right and obligation under this Agreement and License.
7. WARRANTY DISCLAIMER. YOU ARE SOLELY RESPONSIBLE FOR USE OF THE CALL CENTER. WE DO NOT MAKE
ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER SUCH WARRANTY BE EXPRESS OR IMPLIED,
INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY
WARRANTY FROM COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT TO THE CALL CENTER, OR ANY
RELATED MATERIAL, TRAINING, OR ASSISTANCE. THE CALL CENTER AND ANY RELATED MATERIAL, TRAINING,
OR ASSISTANCE ARE PROVIDED “AS IS.” WITHOUT LIMITING THE FOREGOING, WE MAKE NO
REPRESENTATION OR WARRANTY ABOUT THE CALL CENTER’S RESULTS, CORRECTNESS, ACCURACY,
RELIABILITY, OR CURRENTNESS; MAKES NO REPRESENTATION OR WARRANTY THAT THE CALL CENTER
OPERATION WILL BE UNINTERRUPTED OR ERROR FREE; AND MAKES NO REPRESENTATION OR WARRANTY
THAT WE HAVE USED THE CALL CENTER.
8. LIMITATION OF LIABILITY. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSSES OR EXPENSES INCLUDING LOSS OF USE, LOSS OF PROFITS,
LOSS OF DATA, OR LOSS OF GOODWILL RELATING TO YOUR LICENSING OR USE OF THE CALL CENTER, EVEN IF
WE OR OUR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WE
BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN FURNISHING THE CALL CENTER UNDER THIS AGREEMENT.
OUR LIABILITY TO YOU FOR DAMAGES OR MONETARY PAYMENTS OF ANY NATURE UNDER THIS AGREEMENT,
WHETHER IN CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE), SHALL IN NO EVENT EXCEED THE
LICENSE FEE PAID TO US UNDER THIS AGREEMENT. THE FOREGOING DESCRIBES YOUR SOLE AND EXCLUSIVE
REMEDY FOR DAMAGES OR MONETARY PAYMENTS AS DESCRIBED ABOVE.
9. Liability. You agree that we and all our affiliates and our and their respective present and former officers,
directors, shareholders, agents, contractors, and employees in both their individual and corporate capacity
shall not be liable in any manner whatsoever because of your use of the Call Center, including any reason due
to any of the following: (1) the Call Center's failure, interruption, or cessation for any reason; (2) any inability
or delay in causing the Call Center to resume operation after it ceases to operate; (3) any failure by the Call
Center to meet any standard or goal for any telephone call received from your Franchised Business; and (4)
any incorrect or inappropriate information given to any caller. You agree that, in no event shall we or our
affiliates, or the Call Center be liable for any indirect, special, incidental, consequential or punitive damages,
losses or expenses incurred by you due to your use of, non‐use of, or inability to use the License or Call Center,
including loss of actual or prospective customers, loss of use, loss of profits, loss of data, loss of goodwill, or
for business interruption.
Agreement. This Agreement and License terminate immediately upon termination or expiration of the
Franchise Agreement for any reason. We have the right to terminate this Agreement upon 10 days written
notice to you, without any opportunity to cure the default, for any default by you of any material obligation

hereunder. We may terminate this Agreement, without an opportunity to cure, if you breach this Agreement,
or if you commit a non‐curable breach of your Franchise Agreement, or if you are in default of your Franchise
Agreement pursuant to a written notice to cure that has not been cured within the time period required or
permitted in said notice. Upon expiration or termination of this Agreement for any reason, you shall
immediately cease using the License and Call Center and pay all amounts you owe us; and you shall comply
with all terms and conditions of this Agreement that survive its expiration or termination. If, due to any
default by you, this Agreement is terminated, then you shall pay us immediately upon written demand all
related costs, expenses, and fees (including attorneys’ and accountants’ fees and expenses, costs of
investigation, and court costs and expenses) we incurred.
11. Limitation of Services or Benefits. If you are in default of any material obligation hereunder, you agree we
have the right, in our sole and absolute discretion, temporarily or permanently, to limit, curtail, or remove
certain services or benefits provided or required to be provided to you hereunder in lieu of exercising our right
to terminate this Agreement pursuant to the terms hereof, including: (a) limiting your right to use the Call
Center; (b) modifying Inducements offered to inquirers; and (c) not directing to your Franchised Business calls
received by the Call Center. Any services or benefits removed, curtailed, refused, or limited pursuant to this
Paragraph 11 may be reinstated at any time by us in our sole and absolute discretion and you hereby agree to
accept immediately any such reinstatement of any services or benefits so removed, curtailed, refused, or
limited. If we reinstate any services or benefits, we have no obligation to provide you any service or benefit
previously removed, curtailed, refused, or limited pursuant to this Paragraph 11. You acknowledge and agree
that our exercise of our rights pursuant to this Paragraph 11 shall not be deemed a constructive termination
of this Agreement or of any other agreement between you and us, and shall not be deemed a breach of any
provision of this Agreement by us. You agree we shall not be liable for any loss, expense, or damage incurred
by you or the Franchised Business because of any action we take pursuant to this Paragraph 11. We are not
obligated to reimburse or compensate you in any way for any service or benefit removed, curtailed, refused,
or limited pursuant to this Paragraph 11. You shall indemnify and hold harmless us and our affiliates and our
respective present and past directors, stockholders, officers, employees, and agents from and against all
claims, demands, losses, obligations, costs, attorneys’ and accountants’ fees and expenses, court costs,
expenses, liabilities, debts, and damages of every kind and nature resulting or arising, directly or indirectly,
from any action we take pursuant to this Paragraph 11. Nothing in this Paragraph 11 constitutes a waiver of
any of our rights or remedies under this Agreement or at law or in equity or under any other agreement
between you and us, including the right to terminate this Agreement under Paragraph 10 above.
the state of Delaware, except for such state’s conflict‐of‐law rules. The parties hereto agree that the New
Jersey Franchise Practices Act shall not apply to this Agreement. Except as otherwise provided herein, any
action, whether or not arising out of, or relating to, this Agreement, whenever and wherever incurred,
whether vested or contingent, whether in law or in equity, whether directly, representatively, derivatively, or
in any other capacity, brought by you or any Franchisee Member against us shall be brought in the judicial
district in which we have, at the time of commencement of such action, our principal place of business. We
shall have the right to commence an action against you in any court of competent jurisdiction. All such parties
hereby waive all objections to personal jurisdiction or venue for the purpose of carrying out the purposes of
this Paragraph 12, and such parties agree that nothing in this Paragraph 12 shall be deemed to prevent any
party to such action from removing the action from state court to federal court. You acknowledge and agree
that this Agreement is made in New Jersey and is to be performed in part through services rendered to you in
New Jersey. You acknowledge and agree that Paragraph 12 of this Agreement governs any dispute under any
prior or other agreement between you or any of your affiliates and us or any of our affiliates, and that such
provision shall supersede and govern any contrary obligation in any such agreement for either such party
thereunder to participate in any mediation or arbitration or both in connection with filing an action or claim
under such agreement, which such contrary obligation shall be null and void and of no force or effect. You
further acknowledge and agree that all such prior and other agreements shall be governed by this Paragraph
12.
13. Claims against the Franchisor. Notwithstanding any other provision of this Agreement, you have no right to
make any claim or counterclaim against us during the term of this Agreement in any manner other than the

manner described in this Paragraph 13. If, during the term of this Agreement, you have any claim against us or
any of our affiliates or our or their present or past directors, stockholders, officers, employees, or agents,
including any claim that we failed to meet any obligation under this Agreement, defaulted under this
Agreement, or did not perform under this Agreement, then you shall notify us in writing of this claim. This
written notice shall describe the claim, provide an opportunity to cure, describe the manner in which you
request that we cure, and provide a Cure Period within which we may cure such alleged default of at least 60
days. Your written notice shall be delivered to us in the manner described in Paragraph 31 below. If your
notice is not in writing, and does not (1) describe the claim, (2) provide an opportunity to cure, (3) describe the
manner in which you request that we cure, and (4) provide a Cure Period of at least 60 days, then your notice
shall be deemed to be (a) deficient, (b) not a claim upon which we are required to act, (c) not an actionable
claim, (d) not grounds for your seeking any remedy under this Agreement or otherwise, and (e) not grounds
for your termination of this Agreement. If you do not file a legal action for such claim, as described in
Paragraph 12 above within 30 days after the expiration of the Cure Period, then you shall have evidenced
conclusively that you have no claim against us and our affiliates and our and their respective present and past
directors, stockholders, officers, employees, and agents; and you shall have evidenced conclusively that any
claim you may have had is not a claim upon which we are required to act, is not an actionable claim, is not
grounds for your seeking any remedy under this Agreement or otherwise, and is not grounds for termination
by you of this Agreement; and you shall be deemed to have agreed to have waived any right you may have
had to initiate any future claim against us for the same cause.
or any pending expiration or termination thereof; and to seek damages against us because we insisted upon
the execution of a general release or refused its consent or approval under this Agreement. Neither you nor
we shall seek to litigate as a representative of, or on behalf of, any other person, class, or entity any dispute,
controversy, or claim of any kind arising out of, or relating to, this Agreement, the rights and obligations of the
parties, the sale of the franchise, or other claims or causes of action relating to the performance of either
party to this Agreement. No action or proceeding under this Agreement shall add as a party, by consolidation,
joinder, or in any other manner, any person or party other than you and us and any person in privity with, or
claiming through, in the right of, or on behalf of, you or us, unless both you and we consent in writing. We
have the absolute right to refuse such consent.
16. WAIVER OF TRIAL BY JURY. YOU AND WE AGREE TO WAIVE A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING,
WHETHER AT LAW OR IN EQUITY, ABOUT ANY AND ALL ISSUES THAT ARISE OUT OF, CONCERN, OR RELATE TO,
THIS AGREEMENT, ANY AND ALL TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT, YOUR PERFORMANCE
OR OUR PERFORMANCE UNDER THIS AGREEMENT, OR OTHERWISE, DURING THE TERM OF THIS AGREEMENT
AND AFTERWARDS. YOU AND WE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT
WITH ANY COURT AS WRITTEN EVIDENCE OF YOUR AND OUR CONSENT TO THE WAIVER OF A TRIAL BY JURY.
YOU ACKNOWLEDGE AND AGREE YOU HAVE HAD FULL OPPORTUNITY TO CONSULT WITH, AND BE ADVISED
BY, COUNSEL ABOUT THE TRANSACTION GOVERNED BY THIS AGREEMENT AND SPECIFICALLY ABOUT THE
TERMS OF THIS PARAGRAPH 16, WHICH CONCERNS THE WAIVER OF RIGHT TO TRIAL BY JURY BY YOU AND US.
YOU AND WE AGREE THAT YOUR REPRESENTATIONS SHALL SURVIVE THE EXPIRATION OR TERMINATION OF
THIS AGREEMENT.
17. Limitation on Remedies. Except as required to the contrary under the indemnification provisions of
Paragraph 23 below or by law, during the term of this Agreement and afterwards, you waive to the fullest
extent permitted by law any right to, or claim for, any punitive, speculative, exemplary, incidental, indirect,
special, or consequential damages against us and all our affiliates and each of our and their past and present

stockholders, directors, officers, employees, and agents arising out of any cause whatsoever that arises out of,
concerns, or relates to, the making of, interpretation of, or performance under, directly or indirectly, this
Agreement, whether such cause is based in contract, negligence, strict liability, other tort, or otherwise,
including your claim or counterclaim that we unreasonably gave, withheld, or delayed our consent or approval
to anything.
injunctive relief.
20. Costs and Fees. Except as otherwise specifically provided for herein, in any judicial or administrative action,
order, or proceeding hereunder involving you and us during the term of this Agreement or thereafter, the
prevailing party shall be entitled to recover its damages, costs and expenses, including all court costs and
attorneys' and accountants' fees and expenses.
fiduciary obligation to you. You are not, and shall not be deemed, our agent, legal representative, joint
venturer, partner, or employee for any purpose whatsoever. We are not liable for your debts, obligations,
acts, or refusals to act. You have no right to bind us in any way, and you shall not represent that you have any
right to do so. You shall conduct all your obligations in your own name and not in our name.
23. Indemnification. You, and not us, are solely responsible for all losses, damages, and liabilities to all your
customers, employees, agents, and vendors and to all others, and for all damages to property, and for all
physical and mental injury and illness and death of persons arising out of, or with, your acts or omissions; and
for your compliance with all federal, state, and local laws, statutes, codes, rules, regulations, and standards,
including the following laws, rules, and regulations, which we collectively term the “Federal Laws, Rules, and
Regulations”: The federal No Child Left Behind Act, as amended, and the United States Department of
Education rules and regulations related thereto; the Family Educational Rights and Privacy Act of 1974, as
amended, the federal Children’s Online Privacy Protection Act of 1998, as amended, and the federal
Americans with Disability Act, as amended. For all time, you shall indemnify and hold harmless us and our
affiliates and our and their respective present and past directors, stockholders, officers, employees, and
agents from and against all claims, demands, losses, obligations, costs, attorneys' and accountants’ fees and
expenses, court costs, expenses, liabilities, debts, and damages of every kind and nature resulting or arising,
directly or indirectly, from your acts and omissions, the conduct of your business hereunder, from any
violation of any federal, state, or local laws, statute, code, rule, regulation, and standard, including the Federal
Laws, Rules, and Regulations, by you, your business, your Franchised Business, your employees and agents,
and from claims by any federal, state, or local governmental agency, bureau, or board and by any person,
vendor, landlord, or other individual or entity, whether occasioned by neglect, omission, willful act, or
otherwise, including all costs, including attorneys' and accountants’ fees and expenses, of defending against
them. You shall advise us if a notice is received that a claim has been or may be filed with respect to a matter
covered by this Agreement, and you shall immediately assume the defense thereof at your sole cost and
expense. At your sole expense, we will endeavor to cooperate with you and your counsel in the defense and
settlement, if any, of all such claims. In any event, we will have the right, through counsel of our choice, to
control any matter to the extent it could directly or indirectly affect us or our affiliates or our or their present

or past officers, directors, employees, agents, successors, or assigns. We may defend, settle, arbitrate, and
litigate such action in the manner we deem appropriate and you shall, immediately upon written demand, pay
to us all costs, including attorneys' and accountants’ fees and expenses, and litigation costs, we incur in
effecting such defense, in addition to any sum we may pay by reason of any settlement or judgment against
us.
24. Fees and Costs. You agree to pay us or our designee all expenses, including attorneys' and accountants' fees
and expenses and litigation and court costs, we, our affiliates, and our and their successors and assigns incur
(1) to issue any notice to remedy any default by you under this Agreement; (2) to issue any notice to remedy
any default by you or any of your affiliates under any other agreement between you and any of your affiliates
and us or any of our affiliates; (3) to enforce any rights under this Agreement or under any other agreement
between you and any of your affiliates and us or any of our affiliates; (4) to effect termination of this
Agreement; (5) to effect termination of any other agreement between you and any of your affiliates and us or
any of our affiliates; (6) to collect any amounts due under this Agreement; and (7) to collect any amounts due
under any other agreement between you and any of your affiliates and us or any of our affiliates.
stated in such notice. Any such waiver we grant must be signed by our corporate officer and shall not
prejudice any of our other rights.
Our obligations to you are confined exclusively to this Agreement. Any right we grant to you as to the subject
matter hereof is described solely in, and limited to, this Agreement. Except for those specifically permitted to
be made unilaterally by you or us hereunder, no amendment, change, or variance from this Agreement shall
be binding on either party, unless mutually agreed to by the parties and executed by their authorized officers
or agents in writing.
29. Independent Investigation. You represent that you have been accorded ample opportunity to ask us all
questions about us, this Agreement and its exhibits, and the activities and services hereunder, and we have
answered each and all of these questions to your full and complete satisfaction. You represent that you have
conducted a full and complete independent investigation of the services and activities contemplated by, and
to be conducted under, this Agreement; and that you have been accorded ample opportunity to consult with,

binding on you and us and shall continue to be given full force and effect. Any invalid portion shall be deemed
not to be a part of this Agreement as of the date on which the ruling becomes final, if you are a party to this
action or proceeding, or on your receipt of notice of non‐enforcement from us.
any other address that you or we designate in writing, provided, however, that no notices shall be sent
delivery.
COPY OF THIS AGREEMENT AND ALL RELATED AGREEMENTS ATTACHED TO THE FRANCHISOR’S FRANCHISE
DISCLOSURE DOCUMENT WITH ANY CHANGES TO SUCH AGREEMENTS UNILATERALLY AND MATERIALLY MADE
BY THE FRANCHISOR AT LEAST 7 CALENDAR DAYS BEFORE I EXECUTED THEM.


NamePrin1
NamePrin2

Exhibit A. Guarantee
In consideration of, and in order to induce Huntington Learning Centers, Inc. ("Huntington”, "Franchisor", "we",
"us", and "our") to execute the Call Center License Agreement (the "Agreement"), each of the undersigned (the
“Guarantors”) personally, unconditionally, and irrevocably, jointly and severally, accept and agree that they shall
be bound by, and perform according to, each and all of the provisions, covenants, and conditions of the Agreement
executed between the Franchisor and NameZee, the Franchisee (as defined in the Agreement), for the use of the
Call Center. Unless specifically stated otherwise, the terms used in this Guarantee shall have the same meaning as
in the Agreement. Each Guarantor personally, unconditionally, and irrevocably, jointly and severally, accepts and
agrees as follows:
1. Upon Franchisor demand, each Guarantor will immediately make each payment required of the Franchisee
under the Agreement to the Franchisor, customers, vendors, and any other individual or Legal Entity to whom
the Franchisee owes any payment. Each Guarantor hereby waives any right to require the Franchisor to: (a)
proceed against the Franchisee for any payment required under the Agreement; (b) proceed against or
exhaust any security from the Franchisee; or (c) pursue or exhaust any remedy, including any legal or
equitable relief, against the Franchisee. Without affecting the obligations of any Guarantor under this
words, “without limitation”.
Franchised Business (including the Call Center Standards) that may be communicated to any Guarantor of
which such Guarantor may be apprised by virtue of such Guarantor’s operation under the Agreement or
Guarantee. All information, knowledge, know‐how, techniques, and other data that the Franchisor designates
as confidential shall be deemed confidential for purposes of the Agreement and this Guarantee. If any

Guarantor becomes aware of any unauthorized disclosure or use of the Call Center Standards or any
confidential information or trade secret of the Franchisor, such Guarantor shall notify the Franchisor
immediately in writing, and the Franchisor shall have the sole and absolute right to take any actions it
determines.
be performed in part through services rendered to the Franchisee in New Jersey.

injunctive relief.
notices shall be sent hereunder by email or telefax and no Guarantor shall designate any address that is a post

Attn: Chairman

and addresses of
office box)

NamePrin1
NamePrin2

Huntington Learning Centers, Inc. Territory Amendment Page 1
EXHIBIT E TO THE FRANCHISE DISCLOSURE DOCUMENT
TERRITORY AMENDMENT

This HUNTINGTON LEARNING CENTERS, INC. TERRITORY AMENDMENT (the “Amendment”) is made and entered
into on _________________________ (the “Amendment Date”) between HUNTINGTON LEARNING CENTERS, INC.,
(“Huntington”, “Franchisor”, “we”, “us”, “our”), a corporation incorporated in Delaware with principal business
address at 496 Kinderkamack Road, Oradell, New Jersey 07649 or its successors and assigns, and (in the following
space, enter the Franchisee’s name) ________________________________________________________________
liability company) _________________________ with your principal office located at (in the following space, enter
the Franchisee’s street address, town, and ZIP Code) __________________________________________________
___________. As used in this Amendment, "you” and "Franchisee", mean the individuals, corporation, partnership,
or limited liability company, jointly and severally, referenced as "Franchisee" in this paragraph of this Amendment.
Based upon the representations, warranties, and covenants in this Amendment and subject to this Amendment,
you and we agree as follows:
1. Franchise. You and we have entered into that certain franchise agreement (the “Franchise Agreement”) dated
_____________________ regarding the operation of a Huntington Learning Center® (the “Franchised
Business”). The term of this Amendment begins on the Amendment Date and shall be for the unexpired term
of the Franchise Agreement, unless sooner terminated according to its terms or the terms of the Franchise
Agreement.
2. Grant. You are renewing, or are an assignee of, a franchise agreement with a territory. We grant you the
right to continue operating your Franchised Business within the geographic area described in Exhibit A to this
Amendment (the “Territory”), under the terms and conditions in the Franchise Agreement and this
Amendment. You and we agree as follows: to be bound by the Franchise Agreement and this Amendment;
you shall operate your Franchised Business only from a single location within the boundaries of the Territory;
if any portion of your Territory’s boundary can be interpreted in more than one way, then the interpretation
producing the smallest geographic area shall apply; we have not made, and do not make, any representation
or forecast about your Territory or the success or profitability of your Franchised Business in it. The name and
description of the Territory is attached to Exhibit A of this Amendment and made a part hereof.
3. Amendment. If you have executed this Amendment and have elected to include a Territory in the Franchise
Agreement, your Franchise Agreement shall be amended as described in this Paragraph 3 as follows:
3.1. Each reference to “Exclusive Area” in the Franchise Agreement shall be deemed to mean “Territory,”
except as otherwise amended in this Amendment.
3.2. Paragraph 1.2.23 of the Franchise Agreement is deleted in its entirety, and replaced with the following
language: “1.2.23 Territory. “Territory” shall mean the geographic area selected by you and approved
by us within which you shall operate one Franchised Business, as described and defined by map or
written description in Exhibit A to the Territory Amendment executed by you and us on or about the
Agreement Date; if any portion of your Territory’s boundary can be interpreted in more than one way,
then the interpretation producing the smallest geographic area shall apply.”
3.3. Paragraph 3.1.7 of the Franchise Agreement is deleted in its entirety, and replaced with the following
language: “3.1.7 Before the Expiration Date, you execute the Renewal Agreement, which shall
supersede completely this Agreement and may contain terms, obligations, continuing royalty, advertising
fee, and other fees, costs, and expenses that are significantly different from, in addition to, or less
favorable to you than, those in this Agreement. The Renewal Agreement shall not require payment of an
initial franchise fee in addition to the Renewal Franchise Fee. Your franchise’s designation as a Standard
or an Expanded Franchise survives renewal. If you renew as described in this Paragraph 3.1, we shall
execute the Renewal Agreement and, after the Expiration Date, shall deliver one fully‐executed copy to
you.”
3.4. Paragraph 14.2.4 of the Franchise Agreement is hereby deleted in its entirety and replaced with the
following: “14.2.4 At our option, the proposed Transferee shall have assumed in writing for our benefit
all your obligations under this Agreement or, unless we exempt in writing, the proposed Transferee shall
execute our then‐current franchise agreement, which may include, higher fees, and other and different
fees, and terms and obligations significantly different from, in addition to, and less favorable than
granted to you in this Agreement; except its term shall be for the unexpired Term, and the Transferee
shall pay us continuing royalty and advertising fees at the highest rate contained in our then‐current

franchise agreement. Your franchise’s designation as a Standard or an Expanded Franchise survives

transfer. The Transferee shall pay us an initial franchise fee of $17,000 in connection with the purchase
of the transferor’s franchised business;”
3.5. New Paragraph 15.1.14 shall be added to the Franchise Agreement: “15.1.14 You market Huntington
Services in violation of Paragraph 26.12 of this Agreement.”
3.6. New Paragraph 26.12 shall be added to the Franchise Agreement: “26.12 Restrictions on Advertising
and Marketing. You agree that all your advertising for your Franchised Business shall be conducted
solely in your Territory or in media that claim circulation in your Territory. Such media include
newspapers, magazines, television, radio, and direct mail. You shall not advertise your Franchised
Business in any media that do not claim circulation in your Territory. All your marketing for your
Franchised Business shall be solely within your Territory. You shall not market your Franchised Business
outside your Territory; and you shall not visit any person or organization, including schools, employers,
and government agencies, located outside your Territory on behalf of your Franchised Business, without
our prior written consent, which we may refuse to grant for any or no reason.”
4. Construction. You and we agree that all defined terms in this Amendment shall have the same meaning as in
the Franchise Agreement, unless otherwise specifically defined herein. In the event of a conflict between the
Franchise Agreement and this Amendment, the terms of this Amendment shall control. Except as specifically
amended herein, all of the other terms and conditions of the Franchise Agreement are hereby ratified and
confirmed.
5. Entire Agreement. This Amendment and the Franchise Agreement and all of their attachments and exhibits
(the “Amended Franchise Agreement”) constitute the entire agreement between you and us with reference to
their subject matter. The Amended Franchise Agreement supersedes all prior and contemporaneous
negotiations, understandings, representations, and agreements, oral or written, about the Amended Franchise
Agreement’s subject matter. Our obligations to you are confined exclusively to the Amended Franchise
Agreement. Any right granted to you by us as to the subject matter hereof is described solely in, and limited
to, the Amended Franchise Agreement. Except for those specifically permitted to be made unilaterally by us
or you hereunder, no amendment, change, or variance from the Amended Franchise Agreement shall be
binding on either party, unless mutually agreed to by the parties and executed by their authorized officers or
agents in writing.
6. ACCEPTANCE AND AGREEMENT. I HAVE READ AND UNDERSTAND FULLY THIS AMENDMENT AND ALL OF ITS
EXHIBITS. I HAVE HAD FULL OPPORTUNITY TO CONSULT WITH, AND BE ADVISED BY, COUNSEL OF MY OWN
CHOOSING REGARDING THIS AMENDMENT AND THE TRANSACTION GOVERNED BY THIS AMENDMENT. I
ACCEPT AND AGREE TO BE BOUND BY, AND TO PERFORM ACCORDING TO, THIS AMENDMENT AND EACH AND
ALL OF ITS TERMS, WITHOUT RESERVATION. I ACKNOWLEDGE RECEIPT OF A COMPLETED COPY OF THIS
AMENDMENT AND ALL RELATED AGREEMENTS ATTACHED TO THE FRANCHISOR’S FRANCHISE DISCLOSURE
DOCUMENT WITH ANY CHANGES TO SUCH AGREEMENTS UNILATERALLY AND MATERIALLY MADE BY THE
FRANCHISOR AT LEAST 7 CALENDAR DAYS BEFORE I EXECUTED THEM.
IN WITNESS WHEREOF, you and the Franchisor have executed this AMENDMENT on the above Amendment Date.


EXHIBIT A
TERRITORY DESCRIPTION
You shall operate your Franchised Business only from a single location within the boundaries of the geographic
area (the “Territory”) that is described and defined in this Exhibit A by map or by written description. You selected
your Territory and the Franchisor consented to it. If any portion of your Territory’s boundary can be interpreted in
more than one way, then the interpretation producing the smallest geographic area is to apply. The Franchisor has
not made, and does not make, any representation or forecast about your Territory or the success or profitability of
your Franchised Business it in.
Your Territory’s name is ________________________________________________________________________
Your Territory’s description is:
IN WITNESS WHEREOF, the Franchisee and the Franchisor have executed the Territory Amendment on the
Amendment Date.



Huntington Learning Centers, Inc. Promissory Note Page 1
EXHIBIT F TO THE FRANCHISE DISCLOSURE DOCUMENT
PROMISSORY NOTE
S:\Franchise\Contracts\HCS Franchise\FA\v2012a\HLC Franchise Disclosure Document v2012a.doc May 21, 2012J

Date:
Loan Amount:
1. Payment. The undersigned individual(s) and parties (individually and collectively, the “Maker”), for value
received, hereby promise to pay to the order of Huntington Learning Centers, Inc. (the “Holder” or “Company”) at
its offices at 496 Kinderkamack Road, Oradell, NJ 07649, in immediately available funds the principal sum of
____________________________________________________________________________________________
together with interest on the unpaid balance thereof, computed from date hereof, at the rate of ______________
per annum, which indebtedness and interest is to be paid in equal constant monthly installments of
____________________________________________________________________________________________
the first of such installments to be due and payable commencing on _____________________________________
and a like sum on the first day of each and every subsequent month for a total of __________________________
months, when the entire unpaid balance of the indebtedness, if any, shall be due and payable; said monthly
installments to be applied first to the payment of said interest on the unpaid balance of principal and the
remaining to be applied toward reduction of principal. The undersigned acknowledge and agree that this is a full
recourse promissory note.
2. Acceleration upon default. Should default be made in the payment of any installment at the time when the same
becomes due as herein provided, then at the option of the Holder of this Promissory Note (the “Note”), the whole
unpaid amount due hereunder shall become immediately due and payable.
3. Place of payment. Unless otherwise directed by Holder in writing, payment shall be made by Maker in lawful
money of the United States of America by separate electronic payment, or, solely with the Maker’s written
consent, by separate check to the following address, or at such other place as the Holder shall designate in
writing:
Huntington Learning Centers, Inc.

Oradell, NJ 07649
Attention: Accounting Department; Note Payment
4. Manner of payment. The Maker shall make all payments required under this Note directly to the Holder or to a
bank or such other financial institution account specified in writing by the Holder by electronic fund transfer, pre‐
authorized auto‐draft arrangement, or such other means as the Holder may specify from time‐to‐time in writing,
and the Maker agrees to comply with such requirement. The Maker must furnish the Holder, the Holder's bank or
other financial institution, and any other recipients of payment with such information and authorizations as may
be necessary to permit such persons to make withdrawals by electronic funds transfer or auto‐draft arrangement.
The Maker shall bear all costs and expenses, if any, associated with such authorizations and payments.
5. Prepayment. The Maker shall have the right at any time to prepay all or any part of any installment with interest
to date of prepayment without pre‐payment penalty. The Maker shall notify the Holder of this Note in writing
before or at the same time that such prepayment is being made. Any prepayment will be used to reduce the
amount of the principal then owed. If a partial prepayment is made, there shall be no change in the amount or
due dates of the remaining monthly installments, unless the Holder of this Note agrees in writing to such change.
6. Other documents to be executed by the Maker. The Maker agrees to execute the following documents
contemporaneously with its execution of this Note:
6.1. The Confession of Judgment and Warrant of Attorney attached hereto as Exhibit A;
6.2. The ACH Automatic Withdrawal Authorization form attached hereto as Exhibit B; and
6.3. The Company’s general release.

7. Default. The Maker and any guarantor, surety, or endorser of this Note agree that all obligations of the Maker
under this Note shall become at once due and payable without notice, presentment, or demand of payment upon
a default under this Note. The occurrence of any of the following events shall constitute a default under this
Note:
7.1. The failure to pay any installment or payment due hereunder on its due date;
7.2. The insolvency, or the execution of an assignment for the benefit of creditors, or the appointment of a
receiver, trustee, or custodian of the property, or the death of (a) the Maker; (b) of any stockholder,
partners, or member of any corporation, partnership, or limited liability company that is the Maker; or (c)
of any guarantor, surety, or endorser of this Note;
7.3. The filing of a petition in bankruptcy by or against the (a) the Maker; (b) of any stockholder, partner, or
member of any corporation, partnership, or limited liability company that is the Maker; or (c) of any
guarantor, surety, or endorser of this Note; or the commencement of any proceeding in bankruptcy or
under any acts of Congress relating to the relief of debtors for the relief or adjustment of any
indebtedness of any of the foregoing individuals or entities, either through reorganization, composition,
extension, or otherwise;
7.4. The inability of the Maker to meet any obligations hereunder as they come due, or of any guarantor,
surety, or endorser to meet any obligations hereunder as they come due;
7.5. The Maker sells, conveys, transfers, assigns, disposes of, encumbers, hypothecates, pledges, mortgages,
or gives as a security for an obligation in any manner any of the Company’s franchise agreement in which
the Maker has any interest or any assets of any Huntington Learning Center in which Maker has any
interest under any of the Company’s franchise agreements, or attempts to do so; or
7.6. The failure of the Maker to make any payment to Holder or any of Holder’s affiliates due under, or the
breach by Maker or any entity in which Maker has an interest of, any of the Company’s franchise
agreement or any other agreement between Maker or any entity in which Maker has an interest and
Holder or any of its affiliates.
8. Fees and interest upon default. Upon default by Maker, the Holder may employ an attorney to enforce the
Holder's rights and remedies, and the Maker, guarantor, surety, and endorser of this Note hereby agree to pay to
the Holder all expenses incurred by the Holder in exercising any of the Holder's rights and remedies upon default,
including, without limitation, attorneys’, accountants’, and consultants fees, costs, and expenses, costs of
investigation, court costs, and litigation fees, costs, and expenses. Upon default by Maker, the annual interest
rate shall be the lesser of 18% and maximum permissible rate during the period of the default.
9. Waivers.
9.1. The Maker and all others who may become liable hereunder do hereby waive presentment, demand,
protest, notice of protest, notice of dishonor, and notice of acceleration of maturity of this Note upon any
failure to make any payment hereunder when due or any default hereunder.
9.2. The Maker and each of the persons who has obligations hereunder hereby waives the right to interpose
any self defense, set‐off, or counterclaim of any nature or description (including, without limitation,
claims arising out of, or related to, the making of, interpretation of, or performance under, directly or
indirectly, any of the Company’s franchise agreements or other agreement to which this Note may relate)
in any litigation arising out of or related hereto.
9.3. WAIVER OF TRIAL BY JURY. UNLESS PROHIBITED BY LAW, THE MAKER AGREES TO WAIVE A TRIAL BY
JURY IN ANY JUDICIAL PROCEEDING, WHETHER AT LAW OR IN EQUITY, ABOUT ALL ISSUES THAT ARISE
OUT OF, CONCERN, OR RELATE TO, THIS NOTE. THE HOLDER MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS NOTE WITH ANY COURT OR AGENCY AS WRITTEN EVIDENCE OF THE MAKER’S CONSENT TO
THE WAIVER OF A TRIAL BY JURY.
10. No Waiver by Holder. No waiver by the Holder of any default by Maker hereunder shall operate as a waiver of
any other default or the same default on a future occasion. Notwithstanding the foregoing, the failure of the
Holder to assert any right hereunder shall not be deemed a waiver thereof.

11. Warranties of Maker. If any Maker hereunder is a corporation, partnership, or limited liability company, each
Maker represents and warrants to the Holder:
11.1. The Maker is duly organized, validly existing, and in good standing under the laws of the Maker’s state.
The individuals executing this Note for the Maker have full power, right, and authority to bind the Maker.
The Maker has full power, right, and authority to enter into and perform its obligations under this Note.
The execution, delivery, and performance of this Note by the Maker has been duly and properly
authorized in accordance with applicable law, its charter and its by‐laws, and this Note constitutes a valid
and binding obligation of the Maker, enforceable against it in accordance with its terms;
11.2. The execution of this Note does not violate any term of any other agreement or commitment to which the
Maker is, or any of its affiliates are, a party or to which the Maker is, or any of its affiliates are, a
guarantor;
11.3. The execution of this Release and the Confession of Judgment and Warrant of Attorney and Security
Agreement does not violate any term of any stockholder, partnership, or member agreement of any
corporation, partnership, or limited liability company that is the Maker or of any amendment thereto;
11.4. The Maker has had a full and adequate opportunity to read this Note and the Confession of Judgment and
Warrant of Attorney, Security Agreement, and General Release and has done so and understands each
and every term of all of them;
11.5. The Maker has had ample opportunity to ask the Holder all questions relating to this Note and the
Confession of Judgment and Warrant of Attorney, Security Agreement, and General Release and the
Holder has answered all such questions to the Maker’s full and complete satisfaction;
11.6. The Maker received this Note and the Confession of Judgment and Warrant of Attorney, Security
Agreement, and General Release and all other related documents, attachments, and exhibits at least ten
business days before any individual signed any of them;
11.7. The Maker has had an opportunity to consult with, and be advised by, an attorney of its own choosing
regarding this Note and the Confession of Judgment and Warrant of Attorney, Security Agreement, and
General Release;
11.8. The Maker is not being coerced in any way by the Holder to execute this Note or the Confession of
Judgment and Warrant of Attorney, Security Agreement, or General Release or any of their related
exhibits, attachments, or documents;
11.9. The Maker is not being induced in any unlawful, fraudulent, or deceptive manner by the Holder to enter
into this Note or the Confession of Judgment and Warrant of Attorney, Security Agreement, or General
Release or any of their related exhibits, attachments, or documents; and
11.10. No broker had any role whatsoever in this Note; and there is no fee due any broker upon execution of this
Note.
12. Joint and several obligations. If more than one person signs this Note, then each such person is fully and
personally obligated to keep all of the promises made herein, including the promise to pay in full all amounts due
hereunder. The Maker and any person who is a guarantor, surety, or endorser of this Note are obligated to keep
these promises, and all such persons are jointly and severally liable hereunder.
13. Assignment. The Holder has the absolute right to assign, pledge, or otherwise transfer any interest in all or any
portion of this Note without notifying or receiving the Maker’s consent. All rights of the Holder hereunder shall
inure to the benefit of the Holder’s successors and assigns. All obligations of the Maker and all others who may
become liable under this Note shall bind it and or their heirs, executors, administrators, successors, and assigns.
14. Notices. Any notice given hereunder shall be in writing and shall be sent to the other party by registered or
certified mail, postage fully prepaid, return receipt requested, or sent by other means which affords the sender
evidence of delivery, attempted delivery, or rejected delivery, addressed to the Holder at the address given above
and to the Maker at the address of notice provided in any of the Company’s franchise agreements in which the
Maker, or any entity in which the Maker has an interest, is a party, or at any other address that the Maker or
Holder designates in writing; provided, however, that Maker shall not designate any address that is a post office
box. Notices shall be deemed delivered and received on the earliest of actual receipt; 5 business days after
placement in the U.S. mail; or one business day after mailing, if placed in the U.S. mail or a courier service for next
business day delivery.

15. Applicable Law; Forum
15.1. This Note shall be interpreted and construed in accordance with the laws of the state of Delaware, except
for such state’s conflict‐of‐law rules. The parties hereto agree that the New Jersey Franchise Practices Act
shall not apply to this Note.
15.2. Except as otherwise provided herein, any action, whether or not arising out of, or relating to, this Note,
whenever and wherever incurred, whether vested or contingent, whether in law or in equity, whether
directly, representatively, derivatively, or in any other capacity, brought by the Maker or any owner of any
interest, directly or indirectly, in any corporation, partnership, or limited liability company that is the
Maker against the Holder shall be brought in the judicial district in which the Holder has, at the time of
commencement of such action, its principal place of business. The Holder shall have the right to
commence an action against the Maker in any court of competent jurisdiction. All such parties hereby
waive all objections to personal jurisdiction or venue for the purpose of carrying out the purposes of this
Paragraph 15.2, and such parties agree that nothing in this Paragraph 15.2 shall be deemed to prevent
any party to such action from removing the action from state court to federal court. The Maker
acknowledges and agrees that this Note is made in New Jersey and is to be performed in part through
services rendered to the Maker in New Jersey.
15.3. The Maker acknowledges and agrees that Paragraph 15 of this Note governs any dispute under any prior
or other agreement between the Maker or any of its affiliates and the Holder or any of its affiliates
(including, without limitation, any of the Company’s franchise agreements in which the Maker has an
interest), and that such provision shall supersede and govern any contrary obligation in any such
agreement related to governing law and venue for either such party thereunder to participate in any
mediation or arbitration or both in connection with filing an action or claim under such agreement, which
such contrary obligation shall be null and void and of no force or effect. The Maker further acknowledges
and agrees that all such prior and other agreements shall be governed by this Paragraph 15.
IN WITNESS WHEREOF, the below parties have executed this Note, jointly and severally.
For a corporate, LLC, or partnership Maker:
Street address Town State, ZIP
For individual Maker(s):

NEGOTIABLE PROMISSORY NOTE
EXHIBIT A
CONFESSION OF JUDGEMENT AND WARRANT OF ATTORNEY
This Confession of Judgment and Warrant of Attorney relates to a certain Promissory Note dated ______________
in the principal amount of $______________________________________________________________________
payable to Huntington Learning Centers, Inc. 496 Kinderkamack Road, Oradell, New Jersey 07649 (“Huntington”).
The undersigned makers of the Promissory Note (the “Makers”) hereby authorize and empower any attorney or
clerk of any court of record, upon the occurrence of an event of default under such Promissory Note that is not
timely cured, to appear for the Makers in any such court, with or without declaration filed, to confess or enter a
judgment against the Makers in favor of Huntington for all sums due or to become due, with costs of suit and
release of errors, and with Huntington’s attorneys’, accountants’ and consultants’ fees, costs, and expenses, and
for doing so, the Promissory Note, this Confession of Judgment and Warrant of Attorney, and an affidavit of
default and of Huntington’s attorneys’, accountants’, and consultants’ fees, costs, and expenses shall be sufficient
warrant.
Such authority and power shall not be exhausted by any exercise thereof, and judgment may be confessed from
time to time as often as there is occasion to do so. The Makers represent and acknowledge that (i) they are hereby
waiving their constitutional right to a hearing prior to entry of a judgment by confession; (ii) they understand that
the lien of any such judgment may attach on the day of entry to all real property they own; and (iii) they have had
full opportunity to consult with, and be advised by, counsel of their own choosing before signing this document.
Date signed:
Witness Makers
Signature: Signature:
Print name: Print name in his or her individual capacity:
Signature: Signature in his or her individual capacity:

EXHIBIT B
ACH AUTOMATIC WITHDRAWAL AUTHORIZATION

Directions: For each bank in which the Franchisee does business, the Franchisee completes and signs two copies of
this Authorization and returns them to the Franchisor.
This ACH Automatic Withdrawal Authorization (“Authorization”) is made and entered into on ________________
(“Authorization Date”) by _______________________________________________________________________
(the “Franchisee”) with its principal office at ________________________________________________________
and Huntington Learning Centers, Inc. (the “Franchisor”).
Franchisee agrees to pay the Huntington Entities (described below) electronically through Franchisee’s bank
account described below on the terms and conditions described in this Authorization:
Bank Name:
Bank Address:
9 Digit Bank Routing #:
Account Number:
Name(s) on Account:
Withdrawal Amount: To be determined by the Huntington Entities below based on the total dollar amount of all
invoices or fees specified by the Huntington Entities below that are due and payable by Franchisee under its
agreements with such entities (collectively, “Huntington Agreements”) at the time of the withdrawal
Withdrawal Date (1st through 28th): To be determined and/or specified by the Huntington Entity based on when
invoices or fees are due and payable
Type of Account (circle one): Checking Savings
Franchisee’s name(s):
Street address:
City: State: ZIP:
The Franchisee hereby acknowledges that it has entered into the Huntington Agreements with Franchisor,
Huntington Advertising Fund, Inc., Huntington School Service Fund, Inc., and HSS Coop, LLC (collectively,
“Huntington Entities”) that provide for direct payment to the Huntington Entities from Franchisee’s bank
accounts and that the account referenced above is an account Franchisee has designated for this purpose (a
“Designated Account”). In this connection and to carry out the purposes of this Authorization, Franchisee
authorizes the Huntington Entities to withdraw monies from the Designated Account. The Franchisee has
reviewed and agrees with all of the provisions of this Authorization agreement, and does hereby indemnify
and hold harmless the Huntington Entities from any damages that may occur subsequent to or as a result of
this Authorization. The Franchisee agrees to deposit all monies received in connection with its Huntington
Agreements only in the Designated Account; to use such monies only for operation of the Franchisee’s
franchised business under the Huntington Agreements; not to divert any monies in the Designated Account to
any other account; and not to close the Designated Account during the term of the Huntington Agreements
without the Franchisor’s prior written approval. The Franchisee consents to the Huntington Entities directly
transacting business with the Franchisee’s bank above to fully effectuate the terms of this Authorization. The
Huntington Entities (other than the Franchisor) are third-party beneficiaries of this Authorization.
Please attach a voided check for processing

EXHIBIT B
IN WITNESS WHEREOF, each of the undersigned has affixed his signature on the Authorization Date.

For the Franchisee
Name of Franchisee:

Huntington Learning Centers, Inc. Security Agreement Page 1
EXHIBIT G TO THE FRANCHISE DISCLOSURE DOCUMENT
SECURITY AGREEMENT

SECURITY AGREEMENT
This SECURITY AGREEMENT (the “Security Agreement” or “Agreement”) is made at Oradell, New
Jersey, this date, _____________________________________________________________________________
(the “Agreement Date”) by and between you, _____________________________________________________
(the “Grantor of Security Interest” or “Grantor”), a (in the following space, insert one of individual(s),
corporation, partnership, or limited liability company) ________________________________________________
incorporated or organized in the state of __________________________________________________________
and Huntington Learning Centers, Inc. (“Secured Party” or “Franchisor”), a corporation incorporated in
Delaware. As used in this Agreement, the terms, “You”, “Grantor of Security Interest”, and "Grantor",
mean the individuals, corporation, partnership, or limited liability company referred to as Grantor in this
Based upon the representations, warranties, and covenants in this Agreement and subject to this Agreement, you and
the Secured Party agree as follows:
1. Promissory Note. You have made, executed, and delivered to the Secured Party a promissory note dated as
of the Agreement Date to evidence your indebtedness to the Secured Party. Such promissory note and any
replacement, renewal, revision, or refinancing thereof shall be termed herein the “Note”. As an inducement
to Secured Party to accept the Note as evidence of such indebtedness, you desire to secure the Note in the
manner described in this Agreement.
2. Certain definitions. In addition to words and terms defined elsewhere in this Agreement, the following
words and terms shall have the following meanings, unless otherwise required by the context:
2.1. “Code” shall mean the Uniform Commercial Code. Words and terms used herein that are defined in
Article 9 of the Code shall, unless the context otherwise requires, have the meanings therein
provided;
2.2. “Franchise Agreement” shall mean each and all franchise agreements with Huntington Learning
Centers, Inc. in which you have an interest as of the Agreement Date and at any time thereafter,
including, without limitation, the franchise agreements identified in the Collateral Schedule attached
hereto;
2.3. “Related Agreement” shall mean each and all written agreements with Huntington Learning
Centers, Inc., excluding all Franchise Agreements, in which you have an interest as of the
Agreement Date and at any time thereafter, including, without limitation, all agreements identified
in the Collateral Schedule;
2.4. “Franchised Business” shall mean each and all of your businesses franchised under any Franchise
Agreement as of the Agreement Date and at any time thereafter;
2.5. “Business Asset” shall mean each and all assets of each and all Franchised Businesses, including,
without limitation, the assets identified in the Collateral Schedule;
2.6. “Collateral” shall mean each and all Franchise Agreements, Related Agreements, Franchised
Businesses, and Business Assets, including, without limitation, all Franchise Agreements, Related
Agreements, Franchised Businesses, and Business Assets described on the Collateral Schedule, and
all attachments, accessories, and parts used or intended to be used with such Franchise Agreements,
Related Agreements, Franchised Businesses, and Business Assets, whether now owned or hereafter
acquired by you, in whole or in part, including all substitutions and replacements thereof and all
cash and non-cash proceeds (as those terms are defined by the Code) thereof;
2.7. “Premises” shall mean the location of each of your Franchised Businesses and of each location
identified on the Collateral Schedule;
2.8. “Lease” shall mean all leases for all Premises;

2.9. “Note Principal” shall mean the Note’s loan amount;
2.10. “Note Amount” shall mean your total indebtedness evidenced by the Note, both Note Principal and
interest, and any and all extensions, renewals, or refinancing thereof in whole or in part;
2.11. “Debt” shall mean the sum of the following:
2.11.1. The Note Amount;
2.11.2. All fees, costs, and expenses incurred by the Secured Party in any collection of any of the
Note Amount, including, without limitation, attorneys’, accountants’, consultants’, and
agents’ fees, costs, expenses, and any investigation costs;
2.11.3. All future advances made by the Secured Party, if any, for the protection and preservation
of the Collateral or any portion thereof;
2.11.4. All your other obligations and liabilities to the Secured Party that arise from time to time
under or pursuant to this Security Agreement; and
2.11.5. All your other existing and future indebtedness, liabilities, and obligations to the Secured
Party, whether now or hereafter existing, whether or not related to this Security
Agreement or the Note, whether or not contemplated by you or the Secured Party at any
time, whether absolute or contingent, whether joint or several; and, including, without
limitation, all your indebtedness, obligations, and liabilities to the Secured Party incurred
pursuant to the Note Amount and any extension, renewal, or substitutions of such Note
Amount; and
2.12. “Bank” shall mean any bank or other institution to which you have granted a security interest in any
of the Collateral. The Bank Schedule attached hereto identifies each Bank and each Bank’s security
interest. You attach to the Bank Schedule a copy of each document identifying each Bank’s security
interest. You represent and warrant to the Secured Party that the Bank Schedule identifies each and
all Banks as of the Agreement Date; and that, as of the Agreement Date, no other party has any
security interest in any of the Collateral.
3. Security Interest. You hereby agree that the Secured Party shall have, and you hereby grant to, and create in
favor of, the Secured Party, a security interest (the “Security Interest”) in and to the Collateral as security for
the due and punctual payment of the Debt. You represent and warrant that the Secured Party has a perfected
first lien security interest in the Collateral, except for any Bank security interest identified in the Bank
Schedule. You represent and warrant that you shall take all steps necessary to protect and preserve the
priority of the Security Interest.
4. Possession of Collateral. Except as otherwise provided herein, you shall retain sole possession of the
Collateral and, at your sole expense, keep and use same.
5. Sale or Removal of Collateral.
5.1. Sale of Collateral. You shall not sell, convey, transfer, assign, dispose of, encumber, hypothecate,
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pledge, mortgage, or give as a security for an obligation in any manner any of the Collateral or any
interest therein or attempt to do so, without the express written permission of the Secured Party,
which the Secured Party may refuse to give for any or no reason. Notwithstanding the foregoing
sentence, you may use your Business Assets to provide customary services to your customers in the
ordinary course of business.
5.2. Removal of the Collateral.

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5.2.1. You covenant and agree that you shall keep, at all times during the term of this Security
Agreement, all Collateral at the Premises, except for your use of your Business Assets to
provide customary services to your customers in the ordinary course of business.
5.2.2. You covenant and agree that you shall not remove or suffer or permit removal, at any
time during the term of this Security Agreement, of any Collateral from the Premises,
without the express written permission of the Secured Party, which the Secured Party
may refuse to give for any or no reason. If any Collateral is removed from the Premises
for any reason by any individual, you agree to notify promptly the Secured Party.
6. Taxes. During the term of this Security Agreement, you shall pay promptly when due all taxes, assessments,
charges, and levies imposed upon you and any of the Collateral. You may contest any tax, assessment,
charge, or levy in accordance with applicable procedures, but you shall never permit a tax sale or seizure by
levy or execution or similar writ or warrant, or attachment by any of your creditors of any of the Collateral.
Upon written request from the Secured Party, you shall furnish promptly to it at your sole expense all items
requested by the Secured Party to show proof of your payment of all taxes, assessments, charges, and levies
imposed upon any of the Collateral.
7. Inspection. You (a) shall permit the Secured Party and its agents and designees to enter upon each and all
Premises at any time for the purpose of conducting inspections; (b) shall cooperate fully with the Secured
Party and its agents and designees in such inspections by rendering such assistance as they may request; and
(c) upon notice from the Secured Party or its agents or designees, and without limiting the Secured Party’s
other rights under this Agreement or under any Franchise Agreement or under any Related Agreement, shall
take such steps as may be necessary to correct immediately any deficiencies detected during any such
inspection. Should you, for any reason, fail to correct such deficiencies within a time determined by the
Secured Party, the Secured Party shall have the right, but not the obligation, to correct any deficiencies that
may be susceptible of correction by the Secured Party and you agree to pay to the Secured Party or its
designee all its related fees, costs, and expenses, including its attorneys’, accountants’, consultants’, and
agents’ fees, costs, and expenses immediately upon the Secured Party’s written demand. The foregoing shall
be in addition to such other remedies the Secured Party may have under this Agreement or at law or in equity.
8. Insurance. Grantor will keep itself and the Collateral insured against all hazards in such amounts as
described below and by such insurers as are satisfactory to Secured Party, with insurance policies which
provide for at least ten days prior written notice to Secured Party of any cancellation or reduction in coverage.
Grantor will keep such insurance in full force and in effect at all times.
8.1. Limits. Such policy or policies shall be written by an insurance company satisfactory to Secured
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Party, and shall include:
8.1.1. Comprehensive general liability insurance, including product liability, contractual

liability, personal injury, property damage, in the amount of $2,000,000, combined single
limit, insuring the Collateral and naming Secured Party as an additional insured in each
such policy or policies; and
8.1.2. Fire, vandalism, and extended coverage casualty insurance with primary and excess
limits of not less than the full replacement value of the Collateral, and naming Secured
Party as loss payee as its interest may appear.
8.2. Documentation. Upon obtaining the insurance required by this Agreement and on each policy
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renewal date thereafter, you shall promptly submit evidence of satisfactory insurance and proof of
its payment to the Secured Party, together with, upon written request, copies of all policies and
policy amendments.
8.3. Right of Secured Party. If you, for any reason, fail to procure or maintain the insurance required
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under this Agreement, the Secured Party shall have the right and authority (without, however, any
obligation to do so), immediately to procure such insurance and to charge the cost of same to you,
which charges, together with fees, costs, and expenses in so acquiring the policy or policies, shall be

payable by you upon demand.
9. Representations. You warrant and represent to the Secured Party each of the following:
9.1. Authority. You are duly organized, validly existing, and in good standing under the laws of your
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state. The individuals executing this Agreement for you have full power, right, and authority to bind
you. You have full power, right, and authority to enter into and perform your obligations under this
Agreement. Your execution, delivery, and performance of this Agreement has been duly and
properly authorized in accordance with applicable law, your charter, and your by-laws, and this
Agreement constitutes a valid and binding obligation of you, enforceable against you in accordance
with its terms. Your execution of this Agreement does not violate any term of any other agreement
or commitment to which you or any of your affiliates are a party or to which you or any of your
affiliates is a guarantor. Your execution of this Agreement does not violate any term of any
stockholder, partnership, or member agreement of any corporation, partnership, or limited liability
company that is you or the grantor or of any amendment thereto;
9.2. Title to Collateral. There are no restrictions on the granting by you to the Secured Party of the
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Security Interest;
9.3. Ownership. You are the owner of the Collateral free and clear of all liens, claims, charges, security
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interests and other encumbrances of any kind or nature, except as created hereby and except as
identified in the Collateral Schedule attached hereto;
9.4. No side letter. You have not received any side letter or other document modifying in any way any
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term or condition of the Note or this Agreement; and, if you have received any such side letter or
other document, then, as of the Agreement Date, any such side letter and other document is null and
of no effect;
9.5. No broker. No broker had any role whatsoever in the Note or this Agreement; and there is no fee
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due any broker upon your execution of the Note or this Agreement;
9.6. Full investigation. You have had ample opportunity to ask the Secured Party all questions relating
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to the Note and this Agreement and the Secured Party has answered all such questions to your full
and complete satisfaction;
9.7. Full understanding of this Agreement. You have had a full and adequate opportunity to read the
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Note and this Agreement and have done so and you understand each and every term of the Note and
this Agreement;
9.8. Attorney review. You have had full and adequate opportunity to consult with, and be advised by, an
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attorney of your own choosing regarding the Note and this Agreement;
9.9. Election. You are entering into the Note and this Agreement solely of your own volition. You are
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not being coerced in any way by the Secured Party to enter into either the Note or this Agreement.
You are not being induced in any unlawful, fraudulent, or deceptive manner by the Secured Party to
enter into the Note or this Agreement; and
9.10. Full notice. You received the Note and this Agreement and all other related documents,
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attachments, and exhibits at least ten business days before you signed any of them.
10. Default. The following shall be illustrative events of default under this Agreement and the terms “Events of
Default” or “Default” shall include any one or more of the following events:
10.1. Default in payment. If you shall fail to pay when due any payment of Principal Amount or interest
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due under the Note;

10.2. Default at maturity. If you shall fail to pay any indebtedness upon maturity or when such
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indebtedness becomes or is declared to be due and payable prior to its express maturity by reason of
any default in the performance of, or observance of, any obligation or condition in connection with
such indebtedness;
10.3. Default under agreement. If you shall be declared to be in default under any contract or agreement
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between you or any of your affiliates and the Secured Party and any of its affiliates, including,
without limitation, any Franchise Agreement, any Related Agreement, the Note, and any Lease;
10.4. Insolvency. You become insolvent or make a general assignment for the benefit of creditors; or you
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file a petition in bankruptcy; or a petition is filed against, and consented to, by you; or you are
adjudicated a bankrupt; or a bill in equity or other proceeding for the appointment of a receiver of
you or other custodian for your business or assets is filed and consented to by you; or a receiver or
other custodian (permanent or temporary) of any part of your assets or property or the assets or
property of any of you is appointed by any court of competent jurisdiction; or proceedings for a
composition with creditors under any state or federal law is instituted by, or against, you; or a final
judgment against you remains unsatisfied of record for 30 days or longer (unless supersedeas bond
is filed); or execution which would affect any of the Collateral is levied against you, it, or any of
your property; or the real or personal property of you is sold after levy upon it by any sheriff,
marshal, or constable;
10.5. Conviction. The unappealed conviction in a court of competent jurisdiction of you or your
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guarantors of an indictable offense punishable by a term of imprisonment of one year or more; or

misconduct relevant to the use of any of the Collateral; or of any civil activity, criminal activity, or
misconduct involving any person under the age of 19;
10.6. Levy or repossession of Collateral. If any of your judgment creditors shall obtain possession of any
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Collateral by any means including, without limitation, levy, distrait, replevin, or self-help;
10.7. Non-performance or observance of covenants. If you shall fail to perform or observe any of the
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agreements and covenants set forth in this Agreement or in the Note;
10.8. Representations incorrect. If any representation or warranty made by you in this Agreement or in
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the Note or otherwise is untrue; or if any schedule, statement, report, notice, or writing furnished by
you to the Secured Party is untrue as of the date of such schedule, statement, report, notice, or
writing;
10.9. Material adverse change. If a material adverse change shall have occurred in your business
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operations or financial condition or that the prospect of payment under the Note or performance
under this Security Agreement shall have become impaired; or
10.10. Judgments. If there shall be any issuance, filing, or levy against you of an attachment, injunction,
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execution, tax lien, or judgment in excess of $10,000 that is not discharged in full or stayed within
30 days after issuance or filing.
11. Remedies on Default. Upon the occurrence of any Default, and without notice, the Secured Party has the
absolute right to any and all of the following:
11.1. Acceleration. The Secured Party may declare the Debt to be due and payable immediately, and the
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Debt shall thereupon become and be due and payable immediately, without presentment, demand,
protest, notice of protest, or other notice of dishonor of any kind (all of which you hereby expressly
waive) and the Secured Party may proceed to protect and enforce its rights either by suit in equity or
by action at law, whether for specific performance of any covenants or agreement contained in this
Agreement or the Note or in aid of the exercise of any power granted herein or under the Note or
proceed to obtain judgment or any other relief whatsoever appropriate to the action or proceeding, or
proceed to enforce any other legal or equitable right of any holder of the Note;

11.2. Additional Remedies. In addition to any acceleration as provided under Paragraph 11.1 above, the
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Secured Party shall have, in addition to its rights and remedies under this Security Agreement and
the Note, all those rights permitted under applicable law, including, without limitation, the Code.
Without limiting the generality of the foregoing, the Secured Party may perform or cause to be
perform any of the following actions immediately upon the Secured Party’s declaration of the Debt
to be due and payable, without demand of performance and without other notice (except as
specifically required under this Agreement or the Note) or demand whatsoever to you (all of which
are hereby expressly waived):
11.2.1. Repossess the Collateral at any Premises; or
11.2.2. Without advertisement, sell at public or private sale or otherwise realize upon the whole
or, from time to time, any part of the Collateral, or any interest that you may have therein.
If the Secured Party elects to sell the Collateral, after deducting from the proceeds of sale
or other disposition of the Collateral all fees, costs, and expenses (including all
attorneys’, accountants’, consultants’ and agents’ fees, costs, and expenses), the Secured
Party shall apply such proceeds toward the satisfaction in full of the Debt, and any
balance shall be distributed as required by applicable law. The Secured Party will give
you reasonable notice of the time and place of any public sale thereof, and such notice, if
given to you at least ten days before the date of any public sale or disposition or the date
after which any private sale or disposition may occur, shall constitute reasonable notice
of such sale or other disposition. Within five days of written notice, you shall assemble,
or to cause to be assembled, at your sole expense, the Collateral at such place or places,
as the Secured Party shall designate. If you fail to assemble, or to cause to be assembled,
any of the Collateral at such place or places within the time period required under this
Paragraph 11.2.2, the Secured Party shall have the right to cause such assembly at your
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sole expense. At any such sale or other disposition, the Secured Party may, to the extent
permissible under applicable law, purchase the whole or any part of the Collateral, free
from any right of redemption on your part, which right you hereby waive and release.
11.3. Without limiting the generality of any of the rights and remedies conferred upon the Secured Party
under this Paragraph 11, the Secured Party may, to the fullest extent permitted by applicable law:
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11.3.1. Enter any premises where any of the Collateral is located and take possession and control
of the same and keep and store any or all of the Collateral on any premises determined by
the Secured Party; or if any of the Collateral is located on any Premises, operate the
business wherein the Collateral is located. If such premises or Premises are deemed to be
your property, you hereby agree not to charge the Secured Party for storage thereof
during the period the Secured Party is exercising its rights with respect to the Collateral
under the Code and this Agreement;
11.3.2. Upon ten days prior notice, which shall be deemed to be reasonable notice, sell all or any
portion of the Collateral at public or private sale at such place or places and at such time
or times and in such manner and upon such terms, whether for cash or credit, as the
Secured Party in its sole discretion may determine; and
11.3.3. Endorse in the name of the Secured Party any instrument, howsoever received by the
Secured Party, representing the Collateral or proceeds.
11.4. Application of Monies. The Secured Party shall apply the proceeds of any sale of or other
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disposition or realization upon the Collateral in the following manner:
11.4.1. First, to the payment or reimbursement of all advances, expenses, and disbursements of
the Secured Party (including, without limitation, the fees, costs, and expenses of its
attorneys, accounts, consultants, and agents) incurred in connection with the
administration and enforcement of, or the preservation of any rights under, this

Agreement;
11.4.2. Second, to repayment of the Debt, whether for principal, interest, or expense in such
order as the Secured Party shall determine; and
11.4.3. Third, any balance to be distributed as required by law.
11.5. Your continued liability. If the proceeds of any such sale of, or other disposition or realization
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upon, the Collateral are insufficient to pay the Debt to Secured Party, then you shall remain liable
for such deficiency thereafter.
11.6. Right of set-off. The Secured Party shall have the right to set-off as against any or all amounts
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owing to you by the Secured Party, including, without limitation, any and all other of your property
at any time in the possession of the Secured Party, and for such purpose, the Secured Party shall
have and there is hereby granted to, and created in favor of, the Secured Party, a first lien on all such
property.
11.7. Remedies cumulative; no waiver. All rights and remedies given by this Agreement and the Note are
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cumulative and not exclusive of any thereof or of any other rights or remedies available to the
Secured Party, and no course of dealing between you (individually and collectively) and the Secured
Party or any delay or omission in exercising any right or remedy shall operate as a waiver of such
right or remedy, and every right and remedy may be exercised from time to time and as often as
shall be deemed appropriate by the Secured Party.
12. Successors and Assigns. The terms used to designate any of the parties herein shall be deemed to include
their respective successors and assigns, and the term, “Secured Party”, shall also include any lawful owner,
holder, or pledgee of the Note.
13. Perfection of Security Interest. You shall join with the Secured Party in executing, and you irrevocably
authorize the Secured party to file one or more financing statements (including, without limitation, a UCC-1
filing) and continuation statements in form satisfactory to the Secured Party and you shall pay the cost of
filing the same or filing or recording this Agreement in all public offices and the cost of all searches of
records, wherever filing or recording or searching of records is deemed by the Secured Party to be necessary.
At the request of the Secured Party, you shall, from time to time, execute at your sole cost additional or
supplemental agreements to confirm the Secured Party’s security interest in the Collateral.
14. Subrogation and Marshalling. You hereby waive, surrender, and agree not to claim or enforce, so long as
the Debt or any portion thereof remains outstanding, each of the following:
14.1. Any right to be surrogated in whole or in part to any right or claim of the holder of any part of the
Debt; and
14.2. Any right to require the marshalling of any of your assets, which right of subrogation or marshalling
might otherwise arise from any payment to the holder of any part of the Debt arising out of the
enforcement of the security interest granted hereby, or any other mortgage or security interest
granted by Debtor or any other person to the Secured Party, or the liquidation of or realization upon
the Collateral, any other collateral granted by you or any other person to the Secured Party, or any
part thereof.
15. Relationship. In all matters pertaining to the Note and this Agreement, the Secured Party and its affiliates
and their directors, stockholders, employees, and agents shall have no fiduciary obligation to you. You are
not, and shall not be deemed, an agent, legal representative, joint venturer, partner, or employee of the
Secured Party for any purpose whatsoever. The Secured Party is not liable for your debts, obligations, acts,
omissions, or failures to act. You have no right to bind the Secured Party in any way and you shall not
represent that you have any right to do so.

16. Fees and Costs. You agree to pay the Secured Party or its designee upon written demand all fees, costs, and
expenses, including, without limitation, attorneys’, accountants’, consultants’ and agents’ fees, costs, and
expenses and litigation and court costs, incurred by the Secured Party, its affiliates, and their successors and
assigns (1) to issue any notice to remedy any default by you under the Note or this Agreement; (2) to enforce
any rights under the Note or this Agreement; (3) to effect termination of the Note or this Agreement; and (4)
to collect and to attempt to collect any amounts due under the Note or this Agreement.
17. Severability. If any provision of this Agreement is held invalid or illegal by court decree, such a finding shall
not invalidate any other provision in this Agreement, but, in the event that such provision cannot be modified
by the court so as to preserve its legality and enforceability, the provision declared invalid or illegal shall be
considered severed from the remainder of this Agreement, and the remainder of this Agreement shall remain
in full force and effect.
18. Entire Agreement. You and the Secured Party acknowledge and accept that this Agreement contains the
entire understanding and agreement between and among the parties in connection with its subject matter and
supersedes all prior negotiations, understandings, representations, and agreements and, except as provided
herein, it may not be altered, amended, or modified, except by a writing properly executed by the parties
hereto.
19. Notices.
19.1. Notices. All notices to you and the Secured Party shall be in writing and shall be sent to such party
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by registered or certified mail, postage fully prepaid, return receipt requested, or sent by other means
that affords the sender evidence of delivery, attempted delivery, or rejected delivery, addressed to
such party’s address for notices as listed in this Paragraph 19, or at any other address that you or the
X X
Secured Party designate in writing, provided, however, that no notice hereunder shall be sent by
electronic mail/email or telefax, and you shall not designate any address that is a post office box.
Notices shall be deemed delivered and received on the earliest of actual receipt; 5 business days
after placement in the U.S. mail; or one business day after mailing, if placed in the U.S. mail or a
courier service for next business day delivery.
19.2. To Secured Party. Any notice to the Secured Party shall be addressed to the Secured Party at its
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principal office at the address in the opening paragraph.
19.3. To you. Any notice to you at the below address or, if blank, to your address of notice in any
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Franchise Agreement or in any Related Agreement:
20. Applicable Law; Dispute Resolution
20.1. Applicable Law; Forum.

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20.1.1. This Agreement shall be interpreted and construed in accordance with the laws of the
state of Delaware, except for such state’s conflict-of-law rules. The parties hereto agree
that the New Jersey Franchise Practices Act shall not apply to this Agreement.
20.1.2. Except as otherwise provided herein, any action, whether or not arising out of, or relating
to, this Agreement, whenever and wherever incurred, whether vested or contingent,

whether in law or in equity, whether directly, representatively, derivatively, or in any

other capacity, brought by you against the Secured Party shall be brought in the judicial
district in which the Secured Party has, at the time of commencement of such action, its
principal place of business, as described in Paragraph 19 above. The Secured Party shall
X X
have the right to commence an action against you in any court of competent jurisdiction.
All such parties hereby waive all objections to personal jurisdiction or venue for the
purpose of carrying out the purposes of this Paragraph 20.1.1, and such parties agree that
X X
nothing in this Paragraph 20.1.1 shall be deemed to prevent any party to such action from
X X
removing the action from state court to federal court.
20.1.3. You acknowledge and agree that this Paragraph 20 governs any dispute under the each
X X
and all of your Franchise Agreements and each and all of your Related Agreements
between you and all of your affiliates and the Secured Party and all of its affiliates, and
that such provision shall supersede and govern any contrary obligation in any such
agreement for either such party thereunder to participate in any mediation or arbitration
or both in connection with filing an action or claim under such agreement, which such
contrary obligation shall be null and void and of no force or effect. You further
acknowledge and agree that each Franchise Agreement and each Related Agreement shall
be governed by this Paragraph 20. This Paragraph 20.1.2 shall survive expiration or
X X X X
termination of this Agreement.
20.2. Waiver of Rights. You waive the right: to enforce any oral agreement, promise, representation, or
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warranty not in this Agreement; to amend, modify, or suspend any provision of this Agreement; to
stay the effectiveness of any expiration or termination of this Agreement or any other agreement
between you and the Secured Party or any pending expiration or termination thereof; and to seek
damages against the Secured Party because the Secured Party insisted upon the execution of a
general release or refused its consent or approval under this Agreement. Neither you nor the
Secured Party shall seek to litigate as a representative of, or on behalf of, any other person, class, or
entity any dispute, controversy, or claim of any kind arising out of, or relating to, this Agreement,
the rights and obligations of the parties, the Note, or other claims or causes of action relating to the
performance of any party to this Agreement. No action or proceeding under this Agreement shall
add as a party, by consolidation, joinder, or in any other manner, any person or party other than you
and the Secured Party and any person in privity with, or claiming through, in the right of, or on
behalf of, you or the Secured Party, unless both you and the Secured Party consent in writing; and
the Secured Party has the absolute right to refuse such consent.
20.3. Limitation on Claims. You and the Secured Party agree that any and all claims by you against the
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Secured Party arising out of, or relating to, directly or indirectly, the making of, interpretation of, or
performance under this Agreement may not be commenced by you, unless brought before the earlier
of the expiration of one year after the act, transaction, or occurrence upon which such claim is
based. You agree that any claim or action not brought by you within the period required under this
Paragraph 20.3 shall forever be barred as a claim, counterclaim, defense, or set off.
X X
20.4. WAIVER OF TRIAL BY JURY BY YOU. YOU AND THE SECURED PARTY AGREE TO
WAIVE A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING, WHETHER AT LAW OR IN
EQUITY, ABOUT ANY AND ALL ISSUES THAT ARISE OUT OF, CONCERN, OR RELATE
TO, THIS AGREEMENT, ANY AND ALL TRANSACTIONS CONTEMPLATED IN THIS
AGREEMENT, YOUR PERFORMANCE OR THE SECURED PARTY’S PERFORMANCE
UNDER THIS AGREEMENT, OR OTHERWISE, DURING THE TERM OF THIS AGREEMENT
AND AFTERWARDS. YOU AND THE SECURED PARTY MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN
EVIDENCE OF YOUR AND THE SECURED PARTY’S CONSENT TO THE WAIVER OF A
TRIAL BY JURY. YOU ACKNOWLEDGE AND AGREE YOU HAVE HAD FULLY
OPPORTUNITY TO CONSULT WITH, AND BE ADVISED BY, COUNSEL OF YOUR OWN
CHOOSING ABOUT THE TRANSACTION GOVERNED BY THIS AGREEMENT AND
SPECIFICALLY ABOUT THE TERMS OF THIS PARAGRAPH 20.4, WHICH CONCERNS X X
THE WAIVER OF RIGHT TO TRIAL BY JURY BY YOU AND THE SECURED PARTY. YOU

AND THE SECURED PARTY AGREE THAT YOU REPRESENTATIONS SHALL SURVIVE
THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
20.5. Limitation on Remedies. Except as required to the contrary under this Agreement, or by law, during
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the term of this Agreement and afterwards, you waive to the fullest extent permitted by law any
right to, or claim for, any punitive, speculative, exemplary, incidental, indirect, special, or
consequential damages against the Secured Party and all of its affiliates and each of their current and
former stockholders, directors, employees, and agents arising out of any cause whatsoever that
arises out of, concerns, or relates to, the making of, interpretation of, or performance under, directly
or indirectly, the Note or this Agreement, whether such cause is based in contract, negligence, strict
liability, other tort, or otherwise, including, but not limited to, your claim or counterclaim that the
Secured Party unreasonably gave, withheld, or delayed its consent or approval to anything.
20.6. No Exclusive Remedy. No right or remedy conferred upon or reserved to you or the Secured Party
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by this Agreement is intended to be, nor shall be deemed, exclusive of any other right or remedy
herein or by law or equity provided or permitted, but each shall be cumulative of every other right or
remedy.
20.7. Specific Performance. Notwithstanding any other provision of this Agreement, the Secured Party
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has the right to seek specific performance of your obligations under this Agreement or injunctive
relief against any conduct that will cause it loss or damage, under customary equity rules, to prevent
a breach or threatened breach of this Agreement without the need to show monetary damages and
without posting a bond. An application for such a remedy shall not be deemed an election or a
waiver of any other remedy. The Secured Party may file an original counterpart or a copy of this
Agreement with any court as written evidence of your consent to the issuance of injunctive relief.
21. Construction and Interpretation. The titles and subtitles of the various paragraphs of this Agreement are
inserted 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. This Agreement is binding in all respects upon
you and the Secured Party and their respective shareholders, officers, directors, employees, agents, successors,
and permitted assigns, and shall inure to the benefit of all of the same; provided, however, that nothing
contained herein shall release the parties from their obligations under this Agreement. If there is any conflict
between any Franchise Agreement and this Agreement, this Agreement shall govern. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument. If there shall be more than one party or person
referred to as you hereunder, then their obligations and liabilities hereunder shall be joint and several. There
are no other oral or written understandings or agreements between you and the Secured Party relating to the
subject matter of this Agreement. The term, "you", as used herein is applicable to a corporation, and each
singular usage includes the plural and each masculine and neuter usages include the other and the feminine.
22. ACCEPTANCE AND AGREEMENT. I HAVE READ AND UNDERSTAND FULLY THIS
AGREEMENT AND ALL OF ITS EXHIBITS. I HAVE HAD FULL OPPORTUNITY TO CONSULT
WITH, AND BE ADVISED BY, COUNSEL OF MY OWN CHOOSING ABOUT THIS AGREEMENT
AND THE TRANSACTION GOVERNED BY THIS AGREEMENT. I ACCEPT AND AGREE TO BE
BOUND BY AND TO PERFORM ACCORDING TO THIS AGREEMENT AND EACH AND ALL OF ITS
TERMS, WITHOUT RESERVATION. I HAVE A COPY OF THIS AGREEMENT.

For the Grantor:
Name of Grantor:
For the Secured Party, Huntington Learning Centers, Inc.


EXHIBIT A TO SECURITY AGREEMENT
GUARANTEE AGREEMENT
In consideration of, and in order to induce Huntington Learning Centers, Inc. (the “Secured Party”) to execute the
Security Agreement, each of the undersigned, personally, unconditionally, and irrevocably, jointly and severally,
accept and agree that they shall be bound by, and perform according to, each and all of the provisions, covenants,
and conditions of the Security Agreement executed by ______________________________________________
(the “Grantor”).
Upon demand by the Secured Party, the undersigned will immediately make each payment required of the Grantor
under the Security Agreement. The undersigned hereby waive any right to require the Secured Party to: (a) proceed
against the Grantor for any payment required under the Security Agreement; (b) proceed against or exhaust any
security from the Grantor; or (c) pursue or exhaust any remedy, including any legal or equitable relief, against the
Grantor. Without affecting the obligations of the undersigned under this Guarantee Agreement, the Secured Party
may, without notice to the undersigned, extend, modify, or release any indebtedness or obligation of the Grantor, or
settle, adjust, or compromise any claims against the Grantor. The undersigned waive notice of amendment of the
Security Agreement and notice of demand for payment by the Grantor, and agree to be bound by any and all such
amendments and changes to the Security Agreement.
The undersigned hereby agree to defend, indemnify, and hold the Secured Party harmless against any and all losses,
damages, liabilities, costs, and expenses (including, without limitation, attorneys’, accountants’, consultants’, and
agents’ fees, costs, and expenses; costs of investigation; and court costs, fees, and expenses) resulting from,
consisting of, or arising out of or in connection with any failure by the Grantor to perform any obligation of the
Grantor under the Security Agreement, any amendment thereto, or any other agreement executed by the Grantor
referred to therein.
Upon the death of an individual guarantor, the estate of such guarantor shall be bound by this Guarantee Agreement,
but only for defaults and obligations hereunder existing at the time of death; and the obligations of the other
guarantors will continue in full force and effect.
Unless specifically stated otherwise, the terms used in this Guarantee Agreement shall have the same meaning as in
the Security Agreement, and shall be interpreted and construed in accordance with the dispute resolution provisions
of the Security Agreement. Notices under this Guarantee Agreement shall be furnished to the undersigned in
accordance with the terms of the Security Agreement at the addresses described below.
Each signatory to this Guarantee executes it as an individual and not in any capacity as an officer, director,
shareholder, or member of the Franchisee or of any other entity. Any title any signatory affixes hereunder is non-
binding and is of no effect under this Guarantee.
Notices to the Secured Party: Huntington Learning Centers, Inc.

Attn: Chairman
Notices to Guarantors (Names and addresses of Guarantors):

EXHIBIT A TO SECURITY AGREEMENT
GUARANTEE AGREEMENT
I have read and understand the Security Agreement and this Guarantee Agreement. I agree to be bound by, and to
perform according to, the Security Agreement and this Guarantee Agreement. I have a copy of the Security
Agreement and this Guarantee Agreement.
Guarantors
Print name above Signature Date

EXHIBIT B TO SECURITY AGREEMENT
COLLATERAL SCHEDULE
This Collateral Schedule is completed by you, ______________________________________________________

(the “Grantor of Security Interest” or “Grantor”), pursuant to a Security Agreement entered into by you in
favor of Huntington Learning Centers, Inc. (“Secured Party”, “Franchisor”). You warrant and represent
this Collateral Schedule is a full and complete list of all your assets, wherever situated, and fully identifies
each and all of these assets.
This table lists and identifies franchise agreements with the Franchisor in which you have an interest
Date of agreement Exclusive area Parties executing the agreement, other than the Franchisor
This table lists and identifies related agreements with the Franchisor in which you have an interest. Related
agreements include, by way of example, phone number license agreements, software license agreements, call
center license agreements, and conference services license agreements
Name of agreement Date of agreement Parties executing the agreement, other than the Franchisor
This table lists and identifies Franchised Businesses in which you have an interest
Street address Town State

COLLATERAL SCHEDULE
Business Assets include the following:

1. All equipment now owned or hereafter acquired located in, on, and about each of the above Franchised
Businesses. Such equipment includes, without limitation, all attachments, renewals, replacements, additions,
accessories, increases, parts, substitutes therefore, and proceeds of the above and all guaranties, claims, rights,
remedies and privileges relating to any of the foregoing.
2. All fixtures now owned or hereinafter acquired located in, on, and about each of the above Franchised
Businesses. Such fixtures include, without limitation, all attachments, renewals, replacements, additions,
accessories, increases, parts, substitutes therefore and proceeds of the above and all guaranties, claims, rights,
3. All inventory now owned or hereinafter acquired located in, on, and about each of the above Franchised
Businesses. Such inventory include, without limitation, all attachments, renewals, replacements, additions,
accessories, increases, parts, substitutes therefore and proceeds of the above and all guaranties, claims, rights,
4. All receivables from any party, including any state and LEA, for services you provided in connection with the
Franchised Business.
By signing below, you represent and warrant to the Secured Party that this Collateral Schedule identifies each of
your agreements with Huntington Learning Centers, Inc., each of your franchised Huntington Learning Centers, and
all assets in, on, and about each of your franchised Huntington Learning Centers.
Grantor:
Name of Grantor:

COLLATERAL SCHEDULE
This Bank Schedule is completed by you, _________________________________________________________

(the “Grantor of Security Interest” or “Grantor”), pursuant to a Security Agreement entered into by you in
favor of Huntington Learning Centers, Inc. (“Secured Party” or “Franchisor”). You warrant and represent
this Bank Schedule is a full and complete list and description of bank or other institution, wherever situated,
to which you have granted a security interest in any of the Collateral (a “Bank”).
You attach to this Bank Schedule a copy of each document identifying each Bank’s security interest.
This table lists and identifies all Banks that have a security interest in any of the Collateral
Bank name Date of document Description of security interest
Bank address exhibiting security
Bank phone number interest
( )
( )
( )
By signing below, you represent and warrant to the Secured Party that this Bank Schedule identifies all Banks as of
the Agreement Date; and that, as of the Agreement Date, no other party has any security interest in any of the
Collateral.
Grantor:
Name of Grantor:

EXHIBIT H TO THE FRANCHISE DISCLOSURE DOCUMENT
FRANCHISE DISCLOSURE QUESTIONNAIRE

As you know, you and Huntington Learning Centers, Inc. (“we”, “us”, “our”, or “Franchisor”) are
preparing to enter into a franchise agreement for operation of a franchised Huntington Learning
Center® (the “Franchised Center”). The purpose of this Franchise Disclosure Questionnaire (the
“Questionnaire”) is to determine your understanding of your relationship with us and whether any
statements or promises were made to you that we have not authorized or that may be untrue,
inaccurate, or misleading. Please review each of the following questions carefully and provide honest
and complete responses to each question. Attach any additional pages you believe necessary to
respond to these questions.
Please be aware that you are not a franchisee of the Franchisor, until both you and we sign the franchise
agreement and all other related agreements.
# Question Initial a column Comments /

Yes No Response
1. Have you received and personally read our franchise agreement
and each exhibit and schedule attached to it (collectively, the
“Franchise Agreement”)?
2. Do you understand all of the information contained in the
Franchise Agreement? If you answered “No”, what parts of it do
you not understand? (Attach additional pages, if necessary.)
3. Have you received and personally read our franchise disclosure
document and each of its exhibits (collectively, the “Disclosure
Document”)?
4. Did you receive our Disclosure Document at least 14 calendar days
before you signed any binding agreement with us or paid any
money to us?
5. Do you understand all of the information in the Disclosure
Document? If you answered “No”, what parts of it do you not
understand? (Attach additional pages, if necessary.)
6. If you asked us any questions about the Disclosure Document, were
all of your questions answered to your full satisfaction? If you
answered “No”, what questions were not fully answered? (Attach
additional pages, if necessary.)
7. If you asked us any questions about the Franchise Agreement or
any other document in the Disclosure Document, were all of your
questions answered to your full satisfaction? If you answered
“No”, what questions were not fully answered? (Attach additional
pages, if necessary.)
8. Did we furnish you a copy of the Disclosure Document earlier in the
sales process upon your reasonable request? If you answered
“No”, please explain. (Attach additional pages, if necessary.)
9. Did we furnish you a copy of our most recent Disclosure Document
(and any quarterly updates) upon your reasonable request before
you signed the Franchise Agreement? If you answered “No”,
please explain. (Attach additional pages, if necessary.)


Yes No Response
10. Do you agree that we did not unilaterally or materially alter the
terms or conditions of the Franchise Agreement or any related
agreements in the Disclosure Document (excluding any changes
you initiated and negotiated) without furnishing you with a copy of
each revised agreement at least seven calendar days before you
signed the revised agreement? If you answered “No”, please
explain. (Attach additional pages, if necessary.)
11. Do you agree we never represented to you that you will have any
opportunity to execute a School Services franchise agreement at
any time? If you answered “No”, please explain. (Attach additional
12. Do you understand that the Franchise Agreement grants you the
right to operate a Franchised Huntington Learning Center solely for
the purpose of providing Huntington Services, which, at this time,
consist of Learning Center Services and Exam Prep Services? If you
answered “No”, please explain. (Attach additional pages, if
necessary.)
13. Do you understand that the Franchise Agreement grants you no
right to provide any online or in‐home tutoring or instructional
services? If you answered “No”, please explain. (Attach additional
14. Do you understand that the Franchise Agreement grants you no
right to operate provide School Services at any location, including
at your Huntington Learning Center? If you do not understand the
term, School Services, or if you answered “No”, please explain.
(Attach additional pages, if necessary.)
15. Do you understand that the Franchise Agreement grants you the
right to operate a franchised Huntington Learning Center at a
location you select and we approve? If you answered “No”, please
16. Do you agree that, in connection with your application to become
our franchisee, you completed and submitted a Confidential
Application? Do you agree that each and every entry and answer
on that Confidential Application is true and correct? If you
necessary.)


Yes No Response
17. We offer two kinds of franchises: one to offer Huntington Center
Services (which you are seeking and we abbreviate as “HCS”) and
one to offer Huntington School Services (“HSS”).
• HCS are services offered principally in the so‐called “parent‐pay”
market at a physical location, which is also called a Huntington
Learning Center. They consist of Learning Center Services and
Exam Prep Services.
• HSS are School Services offered exclusively under contract with
a local education agency (“LEA”) in schools or nearby facilities
under the name, Huntington Learning Center.
The terms, School Services, Learning Center Services, and Exam

Prep Services, are defined in the Franchise Agreement.
Do you understand each of these definitions? If you answered

18. In regard to the statements in row 17 above, do you understand
that we offer two distinct franchises, both of which operate under
the name, Huntington Learning Center? If you answered “No”,
19. If you are not a HSS Franchisee, do you understand you have no
right to provide School Services at any time or at any location? If
you answered “No”, please explain. (Attach additional pages, if
necessary.)
20. Do you understand that some HSS franchisees also offer services
the same as, or similar to, those you contemplate offering under
the Franchise Agreement you are now executing? If you answered
21. Do you understand that HSS franchisees may operate their
businesses in close proximity to your Franchised Center? If you
necessary.)
22. Have you independently investigated and selected your Exclusive
Area? If you answered “No”, please explain. (Attach additional
23. Do you agree that you, and not the Franchisor, selected your
Exclusive Area? If you answered “No”, please explain. (Attach
24. If you signed a Territory Amendment, do you understand you must
not market at any location outside your Territory? If you answered
25. If you signed a Territory Amendment, do you understand you must
not visit or contact any school outside your Territory? If you
necessary.)


Yes No Response
26. Do you understand that we and our affiliates and our and their
franchisees may compete for the same students you expect to
serve? If you answered “No”, please explain. (Attach additional
27. Do you understand that the Franchise Agreement imposes certain
requirements on you for relocating the Franchised Center,
including those related to execution of general releases and
payment of additional fees? If you answered “No”, please explain.
requirements on you for renewing the Franchise Agreement,
including those related to minimum financial performance,
execution of general releases, upgrading the Franchised Center,
payment of different and additional fees, and execution of our
then‐current franchise agreement and related agreements? If you
necessary.)
29. If you are acquiring a franchise from another franchisee (i.e. you
are a transferee), do you understand that the current term of the
franchise agreement you are acquiring will expire in less than ten
years and it may be substantially less than ten years? If you
necessary.)
30. If you are acquiring a franchise from another franchisee (i.e. you
are a transferee), do you understand that, if you exercise your
option to renew it, you will have to pay fees and comply with our
renewal requirements? If you answered “No”, please explain.
31. Do you understand that the Franchise Agreement imposes a
certain minimum requirement on your Gross Revenue? If you
necessary.)
32. Do you know this minimum requirement on your Gross Revenue?
If you answered “No”, please explain. (Attach additional pages, if
necessary.)
33. Do you understand that the Franchise Agreement requires you
spend a minimum annual amount on advertising for Learning
Center Services and for Exam Prep Services? If you answered “No”,
34. Do you know these minimums? If you answered “No”, please
35. Do you understand that the Franchise Agreement requires you to
become a member of a cooperative advertising association?


Yes No Response
36. Do you understand that we make no representation regarding your
cooperative advertising association, including its financial status,
the contributions its members make to it, or the expenditures it
may make?
37. Do you understand that the Franchise Agreement requires
payment of minimum royalty and advertising fund fee? If you
necessary.)
38. Do you know these minimums? If you answered “No”, please
39. Do you understand we can form Cooperatives and require you
become a member of a Cooperative? If you answered “No”, please
40. Do you understand we can change your Cooperative’s bylaws? If
necessary.)
41. Do you understand the various functions and activities a
Cooperative can undertake? If you answered “No”, please explain.
42. Do you understand the Franchise Agreement requires you
contribute a minimum amount each month to your Cooperative? If
necessary.)
43. Do you understand that, in operating your Franchised Business, you
depend on the availability of employees willing to teach or work for
little more than minimum hourly wage, with minimal or no
benefits, and who mostly teach or work on a part‐time basis? If
necessary.)
44. Do you understand that, in some cases you may need to employ
teachers at a significantly higher rate of pay; and, in this case, your
part‐time teacher expense may be substantially higher than you
might otherwise expect? If you answered “No”, please explain.
45. Do you understand we require a substantial amount of data entry
and record keeping? If you answered “No”, please explain. (Attach
46. Do you understand that, if you are unable to hire and retain an
adequate number of teachers, or if you must pay them a higher
rate of pay or provide them with more benefits, your business
expenses could increase substantially? If you answered “No”,


Yes No Response
requirements on you for transferring your interest in the
Franchised Center, including those related to the financial
condition of the buyer, execution of general releases, and payment
of different and additional fees? If you answered “No”, please
48. Have you independently investigated the Franchisor, Huntington
Learning Centers®, the area where you expect to locate your
Franchised Center, and the areas surrounding your Franchised
Center? If you answered “No”, please explain. (Attach additional
49. Have you independently developed a business plan for your
Franchised Center? If you answered “No”, please explain. (Attach
50. Do you agree the Franchisor has not reviewed your business plan
for your Franchised Center in any way? If you answered “No”,
51. Do you agree the Franchisor has not provided you with any
comments on your business plan for your Franchised Center in any
way? If you answered “No”, please explain. (Attach additional
52. Do you have the economic resources, qualifications, and skills to
determine the location of your Franchised Center, to operate the
Franchised Center, and to fulfill all of your obligations under the
Franchise Agreement? If you answered “No”, please explain.
53. Have you discussed the benefits and risks of operating a Franchised
Center with an attorney? If you answered “Yes”, please identify
the name of the attorney. (Attach additional pages, if necessary.)
54. Have you discussed the benefits and risks of operating a Franchised
Center with an accountant or other advisor? If you answered
“Yes”, please identify the name of the accountant and the name
and title of the advisor. (Attach additional pages, if necessary.)
55. Do you understand the benefits and risks of operating a Franchised
Center? If you answered “No”, please explain. (Attach additional
56. Do you understand that the success or failure of your business will
depend in large part upon your skills and abilities, competition
from other businesses, interest rates, inflation, labor and supply
costs, lease terms and other economic and business factors? If you
necessary.)
57. Do you agree that you and your spouse (if any) will sign the
guarantee agreement (the “Guarantee Agreement”) in the
Franchise Agreement? If you answered “No”, please explain.


Yes No Response
58. Do you agree that, under the Guarantee Agreement, you and your
spouse (if any) will be bound by, and perform according to, the
Franchise Agreement, including (a) making each payment required
under the Agreement to the Franchisor, customers, vendors,
landlords, and any other to whom the Franchisee owes any
payment; and (b) indemnifying the Franchisor harmless against all
liabilities and costs due to any Franchisee act or failure to act? If
necessary.)
59. Do you agree that no employee, broker, or other person speaking
on our behalf has made any statement or promise about the
Franchised Center that is contrary to, or different from, the
information that is in the Disclosure Document or that is publicly
available? If you answered “No”, please identify the name(s) of the
individual(s) who did so and explain what was said. (Attach
on our behalf made any representation or warranty to you other
than those in the Disclosure Document or Franchise Agreement? If
you answered “No”, please identify the name(s) of the individual(s)
who did so and explain what was said. (Attach additional pages, if
necessary.)
on our behalf made any statement or promise about the revenues,
profits, or operating costs of any Huntington Learning Center
operated by us or one of our franchisees? If you answered “No”,
please identify the name(s) of the individual(s) who did so and
explain what was said. (Attach additional pages, if necessary.)
on our behalf made any statement or promise about the amount of
total revenue or profits you may earn in operating a Franchised
Center? If you answered “No”, please identify the name(s) of the
individual(s) who did so and explain what was said. (Attach
on our behalf made any statement or promise about the costs you
may incur in operating a Franchised Center that is contrary to, or
different from, the information contained in the Disclosure
Document? If you answered “No”, please identify the name(s) of
the individual(s) who did so and explain what was said. (Attach


Yes No Response
on our behalf made any statement or promise about the likelihood
of success that you should or might expect to achieve from
operating a Franchised Center? If you answered “No”, please
identify the name(s) of the individual(s) who did so and explain
what was said. (Attach additional pages, if necessary.)
on our behalf made any statement, promise, or agreement
concerning the advertising, marketing, training, support service, or
assistance that we will furnish you that is contrary to, or different
from, the information contained in the Disclosure Document? If
you answered “No”, please identify the name(s) of the individual(s)
who did so and explain what was said. (Attach additional pages, if
necessary.)
66. Do you understand that in all dealings with you, our officers,
directors, employees, and agents act only in a representative
capacity and not in an individual capacity and such dealings are
solely between you and us? If you answered “No”, please explain.
on our behalf gave you or agreed to give you any “side letter” or
other document that changes in any way any of the terms or
conditions of the Franchise Agreement, Call Center License
Agreement, Conference Service License Agreement, or any other
agreement between you and us? If you answered “No”, please
identify the name(s) of the individual(s) who did so and attach
copies of each such “side letter” or other document to this
Questionnaire and identify each in the adjacent space; or, if you do
not have copies of these “side letters” or other documents, then
please describe their contents. (Attach additional pages, if
necessary.)
68. Do you understand that nothing in the Franchise Agreement or in
our communications with one another is intended to make, or in
fact makes, either you or us a general or limited partner, agent,
joint venturer, or employee of the other for any purpose, and that
the Franchise Agreement does not create a fiduciary relationship
between you and us? If you answered “No”, please explain.
69. Do you understand this Questionnaire is not meant to be, and is
not, a full rendition of all aspects of the Franchise Agreement or of
our Franchise relationship with you? If you answered “No”, please
70. Do you agree you understand each and every question in this
Questionnaire and that you have responded completely and
truthfully to each question? If you answered “No”, please explain.


Yes No Response
71. Do you agree you answered each question in this table honestly
and completely? If you answered “No”, please explain. (Attach
I HAVE READ AND UNDERSTAND FULLY THIS DISCLOSURE QUESTIONNAIRE. I HAVE HAD FULL AND ADEQUATE
OPPORTUNITY TO CONSULT WITH, AND BE ADVISED BY, COUNSEL OF MY OWN CHOOSING REGARDING THIS
FRANCHISE DISCLOSURE QUESTIONNAIRE.
By signing this Franchise Disclosure Questionnaire, you acknowledge that you understand that your
answers to this Questionnaire are important to us and we will rely on them; and you represent that you
have responded completely and truthfully to each of the above questions. Each signatory to this
Questionnaire signs it both as an individual and, in addition, in his or her capacity as an officer, director,
shareholder, or member of the Franchisee.
NameZee
Name of franchise applicant
NamePrin1
Print name Signature Title Date
NameZee
Name of franchise applicant
NamePrin2
Print name Signature Title Date

EXHIBIT I TO THE FRANCHISE DISCLOSURE DOCUMENT
GENERAL RELEASE

This GENERAL RELEASE OF HUNTINGTON LEARNING CENTERS, INC. AND ITS AFFILIATES (the
"General Release") is made and entered into on _____________________________________________________
(the “General Release Date”) by NameZee (the “Franchisee”) with its principal office at CorpLocation (which shall
not be a post office box).
The Franchisee, the parties executing this General Release, and the Releasor, as defined in Paragraph 1 below,
represent and agree as follows:
1. Warranty. The Franchisee represents and warrants it is a EntityType duly organized, validly existing and in
good standing under the laws of the State of CorpState. The person signing this General Release on behalf of
the Franchisee represents and warrants he or she has the full power, right, and authority to bind the Franchisee
and Releasor under this General Release. The Franchisee represents and warrants that this General Release
constitutes a valid and binding obligation against it and each party defined as the Releasor in Paragraph 1
below, enforceable against the Franchisee and each of the Releasor with its terms. The Franchisee represents
and warrants that its execution, delivery, and performance of this General Release have been duly and properly
authorized in accordance with applicable law, and its charter and by-laws.
2. Definitions.
2.1. “Franchisor” is Huntington Learning Centers, Inc., a corporation with principal office at 496
Kinderkamack Road, Oradell, New Jersey 07649.
2.2. An "affiliate" is any legal entity controlling, controlled by, or under common control with, directly or
indirectly, another legal entity.
2.3. The following individuals and entities, jointly and severally, are the “Releasee” or "Released Party": The
Franchisor and its past, present, and future direct or indirect parent organizations, subisdiaries, divisions,
affilated entities and its and their partners, officers, directors, trustees, administrators, fiduciaries,
employment benefit plans and/or pension plans or funds, executors, attorneys, employees, insurers,
reinsurers, and/or agents and their successors and and assigns individually and in their official capacities.
2.4. The following individuals and entities, jointly and severally, are termed the "Releasor": The Franchisee
and its present and past affiliates and their present and past shareholders, members, directors, officers,
employees, contractors, agents, and legal representatives; and the spouses, predecessors, successors,
heirs, executors, administrators, and assigns of the foregoing in their corporate and individual capacities;
and each individual signing this General Release and their spouses; and the Franchisee’s present and past
guarantors and each of their spouses.
2.5. The "Prior Agreements" are all agreements, oral and written, between the Franchisee and the Franchisor
and between any of the Releasor and any of the Released Party; and, without limiting the foregoing,
includes all aspects of the relationship between the Franchisee and the Franchisor and between any of the
Releasor and any of the Released Party; and any representation or oral or written communication
regarding this General Release made to any of the Releasor by any of the Released Party. The Prior
Agreements include, without limitation, any franchise agreement, software license agreement, phone
number license agreement, call center license agreement, conference service license agreement, territory
amendment, school services amendment, supplemental amendment, and development agreement and any
amendment thereto between any of the Releasor and any of the Released Party.
3. Release.
3.1. Effective immediately upon the General Release Date, the Releasor completely, irrevocably, and
absolutely releases and forever discharges, without limitation or reservation, the Released Party from all
claims, liabilities, allegations, demands, obligations, actions, suits, causes of action, debts, costs,
expenses, and controversies, whether class, individual, or otherwise in nature, whenever and wherever
incurred, whether known or unknown, whether vested or contingent, and from all liabilities of any nature
whatsoever, including, without limitation, costs, expenses, penalties, and attorneys’ and accountants’ fees
and costs, asserted or unasserted, in law or in equity, that the Releasor or any of them, whether directly,
representatively, derivatively, or in any other capacity, every had or now have, or now owns or holds, or
has at any time heretofore owned or held, or may at any time own or hold, against any of the Released
Party, arising prior to and including the General Release Date, whether arising out of, or relating to, any
of the Prior Agreements or otherwise; (the “Release”). The Releasor voluntarily and knowingly enters

into this General Release.

3.2. If any claim is not subject to release, to the extent permitted by law, Releasor waives any right or ability
to be a class or collective action representative or to otherwise participate in any putative or certified
class, collective or multi-party action or proceeding based on such a claim in which any Released Party
identified in this General Release is a party.
3.3. Effective immediately upon the General Release Date, each and all of the Releasor irrevocably and
absolutely withdraws and terminates any notice to cure, legal action, arbitration, or mediation demand
filed or pending by any of the Releasor against any of the Released Party; and , if any of the Releasor is a
party to any notice to cure, legal action, arbitration, or mediation demand filed or pending against any of
the Released Party by any of the Releasor and other, third parties, the Releasor withdraws and terminates
such participation in such notice to cure, legal action, arbitration, and mediation (the “Withdrawal of Any
Action”).
3.4. The Releasor may after the General Release Date discover facts other than or different from those the
Releasor knows or believes to be true with respect to the subject matter of this General Release, the Prior
Agreements, the Release, the Withdrawal of Any Action, or otherwise, but the Releasor hereby expressly
agrees that, as of the General Release Date, it shall have waived and fully, finally, and forever settled and
released any known or unknown, suspected or unsuspected, asserted or unasserted, contingent or non-
contingent claim with respect to the General Release, the Prior Agreements, the Release, the Withdrawal
of Any Action, and otherwise, whether or not concealed or hidden, without regard to the subsequent
discovery or existence of such other or different facts.
3.5. The Releasor agrees that nothing in this General Release shall act to release any of the Releasor from any
obligation or liability to any of the Released Party under this General Release or under any of the Prior
Agreements; and that none of the Released Party assumed any obligation or liability to any third party
during any term of any of the Prior Agreements.
3.6. The Releasor agrees that nothing in this General Release shall act to release any of the Releasor from any
liability to the general public or third parties or from any agreement, understanding, or liability that any of
the Releasor may have incurred to any other person or third party.
3.7. The Releasor agrees that nothing in this General Release shall release any of the Releasor from any
obligation under this General Release.
3.8. The Releasor agrees that this Paragraph 3 shall be a complete defense for any of the Released Party to any
claim that is subject to the terms of this Paragraph 3; and the Releasor covenants and agrees to indemnify
and hold harmless each and all of the Released Party from and against any and all claims, losses,
expenses (including, without limitation, attorneys’ and accountants’ fees and costs), obligations,
damages, costs, and liabilities suffered or incurred by any of the Released Party that arise out of, result
from, or are related to, any breach or failure of any of the Releasor to perform or comply with any of the
commitments or obligations of such parties hereunder.
3.9. To the extent permitted by law, Releasor agrees not to disclose, either directly or indirectly, any
information whatsoever relating to the existence or substance of this General Release to any person or
entity, including, but not limited to, members of the media, past, present, or future employees and
franchisees of Released Party or attorneys or private investigators representing other employees or
entities or their franchisees. Releasor, however, may disclose the terms of the General Release to: (a)
Releasor’s accountant, counsel, or spouse with whom Releasor chooses to consult or seek advice
regarding Releasor’s consideration of the decision to execute the General Release, provided, however,
that those to whom Releasor makes such disclosure agree to keep such information confidential and not
disclose it to others; or (b) if required to do so by any regulatory body or agency.
3.10. Upon inquiry regarding any matter covered under this General Release, Releasor shall either not respond
or state only that it has been resolved.
3.11. In the event Releasor or Releasor’s counsel believe either is compelled to provide or disclose information
described in this General Release, they will provide written notice of such belief, via certified mail, to the
Chairman at the Franchisor’s principal address in Paragraph 2.1 no later than seven (7) business days
prior to said production or disclosure.

3.12. The Released Party has the right to file an original counterpart or a copy of this General Release with any
court, arbitrator, or agency as written evidence of the appointment by the Franchisee and the Releasor of
the Released Party or of the Released Party’s nominee to be the Franchisee’s and the Releasor’s attorney-
in-fact with regard to the Release and the Withdrawal of Any Action.
4. Binding Nature. Upon its execution, this General Release shall be binding in all respects upon the Releasor
and each of the Releasor's employees, agents, successors and assigns, and shall inure to the benefit of all of the
same.
5. Notices. Any notice to any of the Releasor shall be in writing and shall be deemed to have been lawfully served
on the sooner of delivery or 5 days after deposit at a U.S. Post Office, if sent by certified mail, return receipt
requested, postage prepaid addressed to any of the Releasor at any address in any of the Prior Agreements or at
the address stated in the opening paragraph of this General Release.
6. Applicable Law; Forum; Dispute Resolution
6.1. Applicable Law; Forum.
6.1.1. This General Release shall be interpreted and construed in accordance with the laws of the state of
Delaware, except for such state’s conflict-of-law rules. The parties hereto agree that the New Jersey
Franchise Practices Act shall not apply to this General Release.
6.1.2. Except as otherwise provided herein, any action, whether or not arising out of, or relating to, this
General Release, whenever and wherever incurred, whether vested or contingent, whether in law or
in equity, whether directly, representatively, derivatively, or in any other capacity, brought by any of
the Releasor against any of the Released Party shall be brought in the judicial district in which the
Franchisor has, at the time of commencement of such action, its principal place of business. Any of
the Released Party shall have the right to commence an action against any of the Releasor in any
court of competent jurisdiction. All such parties hereby waive all objections to personal jurisdiction
or venue for the purpose of carrying out the purposes of this Paragraph 20.1.1, and such parties agree
that nothing in this Paragraph 20.1.1 shall be deemed to prevent any party to such action from
removing the action from state court to federal court.
6.1.3. The Releasor acknowledges and agrees that Paragraph 20.1.1 of this General Release governs any
dispute under each and all of the Prior Agreements, and that such provision shall supersede and
govern any contrary obligation in any of the Prior Agreements for either such party thereunder to
participate in any mediation or arbitration or both in connection with filing an action or claim under
any of the Prior Agreements, which such contrary obligation shall be null and void and of no force or
effect. The Releasor further acknowledges and agrees that each and all of the Prior Agreements shall
be governed by this Paragraph 6.
6.2. Costs and Fees. Except as otherwise specifically provided for herein, in any judicial or administrative
action, order, or proceeding hereunder involving the Releasor and the Released Party, the prevailing party
shall be entitled to recover its damages, costs and expenses, including all court costs and attorneys' and
accountants' fees and expenses.
7. Miscellaneous. The titles and subtitles of the various paragraphs of this General Release are inserted for
convenience and shall not be deemed to affect the meaning or construction of any of the terms, provisions,
covenants, and conditions of this General Release. If any provision of this General Release is held invalid or
illegal by any court, such a finding shall not invalidate any other provision in this General Release, but, if such
provision cannot be modified by the court so as to preserve its legality and enforceability, the provision declared
invalid or illegal shall be considered severed from the remainder of this General Release, and the remainder of
this General Release shall remain in full force and effect. This General Release may be executed in any number
of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be
one and the same instrument. There are no oral or other written understandings or agreements between the
Releasor and the Released Party about this General Release.

8. ACCEPTANCE AND AGREEMENT. I HAVE READ AND UNDERSTAND FULLY THIS GENERAL
RELEASE AND ALL OF ITS EXHIBITS. I HAVE HAD FULL OPPORTUNITY TO CONSULT WITH,
AND BE ADVISED BY, COUNSEL OF MY OWN CHOOSING REGARDING THIS GENERAL RELEASE
AND THE TRANSACTION GOVERNED BY THIS GENERAL RELEASE. I ACCEPT AND AGREE TO
BE BOUND BY, AND TO PERFORM ACCORDING TO, THIS GENERAL RELEASE AND EACH AND
ALL OF ITS TERMS, WITHOUT RESERVATION. I ACKNOWLEDGE RECEIPT OF A COMPLETED
COPY OF THIS GENERAL RELEASE AND ALL OF ITS EXHIBITS AT LEAST FIVE BUSINESS DAYS
BEFORE I EXECUTED IT.
IN WITNESS WHEREOF, the below parties have executed this General Release on the General Release Date
jointly and severally.
For the Franchisee: NameZee
NamePrin1
NamePrin2
Individually:
NamePrin1
NamePrin2

EXHIBIT J TO THE FRANCHISE DISCLOSURE DOCUMENT
TURN KEY AGREEMENT

This HUNTINGTON LEARNING CENTERS, INC. TURN KEY AGREEMENT (the "Agreement") is made, entered into, and
effective on
____________________________________________________________________________________ (the
"Agreement Date") between Huntington Learning Centers, Inc. (Franchisor", “we”, “us”, “our”), a corporation
incorporated in Delaware or its successors and assigns, and (in the following space, enter the Franchisee’s name)
NameZee, you, the Franchisee, a (in the following space, insert one of individual or partnership or corporation, or
limited liability company) Entitytype, with your principal office located at (in the following space, enter the
Franchisee’s street address, town, and ZIP Code) ZeeAddr in the state of (in the following space, enter the
Franchisee’s state of incorporation or residence, as applicable) ZeeState. As used in this Agreement, "you”, “your”,
and "Franchisee", mean the individuals, corporation, partnership, or limited liability company, jointly and severally,
referenced as "Franchisee" in this paragraph of this Agreement.
1. Franchise
1.1. You and we have entered into that certain franchise agreement (the "Franchise Agreement") dated
FranchiseAgmtDate regarding the operation of a franchised Huntington Learning Center (the
"Center") for the Exclusive Area identified in the Franchise Agreement as ExclArea.
1.2. You entered into the Franchise Agreement for either a Standard or an Expanded Franchise, as those
terms are defined in the Franchise Agreement and as confirmed by your and our signatures in the box
below:
You initial one The Franchisor

box below initials one box
below
You entered into the Franchise Agreement for a Standard Franchise; and
you agreed that you shall operate the Center in a premises of at least
1,200 square feet. You hereby agree that the following terms, Sample
Plan, Sample Equipment, and Sample Plan and Equipment Cost (as
defined in Paragraph 4 below), refer to the plans in Exhibit B for a 1,300
square foot Center.
You entered into the Franchise Agreement for an Expanded Franchise;

and you agree that you shall operate the Center in a premises of at least
1,600 square feet. You hereby agree that the terms, Sample Plan, Sample
Equipment, and Sample Plan and Equipment Cost (as defined in
Paragraph 4 below), refer to the plans in Exhibit B for a 1,800 square foot
Center.
under it expire on upon the earliest of the following events: (a) the Final Completion Date (as defined in
Paragraph 7 below); (b) one year from the Agreement Date; or (c) expiration or termination of the Franchise
Agreement for any reason.
3. Premises. You agree to identify a location (the “Premises”) and execute a lease with the Premises’ landlord
(the “Lease”) for the Huntington Learning Center you have franchised under the Franchise Agreement (the
“Center”) within the time period required or permitted in the Franchise Agreement.
4. Sample Work to Be Done and Equipment to be Purchased and Installed
4.1. After your execution of this Agreement, we will provide you our standard architectural drawings or
plans for a premises of 1,300 or 1,800 square feet, if you entered into a Franchise Agreement for a
Standard Franchise or an Expanded Franchise, respectively. Subject to Paragraph 1 above, your

Premises may be larger or smaller than this estimate. You acknowledge and agree that (a) the
architectural drawings or plans the Architect (defined in Paragraph 5 below) develops for the Center’s
Premises in the Preliminary Plan (defined in Paragraph 5.1 below) may differ from the standard
drawings or plans we provide to you, based on local conditions, rules, regulations, and ordinances;
and (b) the Architect will adapt the standard architectural drawings or plans, as described in
Paragraph 5 below. You agree that our standard architectural drawings or plans and the Preliminary
Plans are, for all time, our sole property, notwithstanding termination or expiration of this Agreement
for any reason.
4.2. Within 30 days after your execution of this Agreement, we will provide you standard architectural
drawings or plans that conform to our requirements and that identify the construction, labor,
materials, equipment, and services to be provided to fulfill our obligations under this Agreement (the
“Sample Plan”).
4.3. Exhibit B presents the list of center furniture, curricula, phones, computers, computer networks, and
supplies (the “Sample Equipment”) to conform to our requirements.
4.4. The estimated cost (the “Sample Plan and Equipment Cost”) of the Sample Plan and Sample
Equipment for the Center’s Premises is ________________________________________________.
You acknowledge and agree that this estimate is preliminary only and is subject to adjustment as
described in Paragraphs 5 and 6 below.
5. Preliminary Estimate for the Work to Be Done and Equipment to be Purchased and Installed
5.1. After you give us a copy of the Lease executed by you and the Landlord, we will select an architect
(the “Architect”) to develop a preliminary plan (the “Preliminary Plan”) that may or may not include
drawings that conform the Sample Plans to the Center’s Premises to conform the Premises to our
requirements. We have the right to replace the Architect with other architects from time to time.
The Preliminary Plan shall identify the required construction and services and include all labor,
materials, equipment, and services to be provided to fulfill our obligations under this Agreement. We
develop the list of Center furniture, curricula, phones, computers, computer networks, and supplies
(the “Preliminary Equipment”) to conform to our requirements. The “Preliminary Documents” consist
of the Preliminary Plan and the list of Preliminary Equipment. We will give you the Preliminary
Documents and their estimated cost (the “Preliminary Estimate”) for your review and prior written
approval within 30 days after you give us the Lease executed by you and the landlord. Your written
approval of the Preliminary Estimate shall be included in Exhibit C. You acknowledge and agree that
this time period of 30 days is only an estimate and is subject to the Architect’s availability and other
conditions beyond our control.
5.2. Upon your written approval of the Preliminary Documents and Preliminary Estimate, we or vendors
of our choosing will do the following:
5.2.1. Obtain insurance for the Work;
5.2.2. Obtain building and sign permits and inspections in connection with the Preliminary Plan (as
amended by any Change Order or Unusual Conditions – defined in Paragraph 6 below);
5.2.3. Build the Premises to conform to the Preliminary Plan (as amended by any Change Order or
Unusual Conditions). Such build out may include demolition, walls, ceilings, doors, windows,
plumbing, electric, lights, paint, carpet, and interior and exterior signage, as described in the
Preliminary Plan;
5.2.4. Select phone and Internet providers and any other providers identified in the Preliminary
Plan, as amended by any Change Request and Unusual Conditions;
5.2.5. Buy and install all Preliminary Equipment, as amended by any Change Order and Unusual
Conditions;
5.2.6. Store and transport materials and equipment, as necessary, to be used in connection with
the Preliminary Plan and Preliminary Equipment; and

5.2.7. Provide you an estimated date (the “Preliminary Schedule”) by which the Work will be
complete.
5.3. The materials and equipment furnished under this Agreement will be new and of good quality, unless
otherwise required or permitted under this Agreement or by you and us in writing.
5.4. You agree we may select vendors to transport any of the Preliminary Equipment to storage locations
of our choosing. You agree to pay for any such transportation and storage.
5.5. You agree to perform all other aspects related to Center opening not identified in this Paragraph 5.
5.6. You agree that the activities identified in this Paragraph 5 shall be done at your sole expense; and you
agree to reimburse us for any out‐of‐pocket costs and expenses we incur to third parties in
connection with the Work undertaken hereunder.
5.7. You agree to promptly sign any and all documents (including, without limitation, building permit
applications), necessary to complete the Work hereunder and hereby appoint us as your attorney in
fact with power to execute such documents in the event it is necessary for us to do so in connection
with the Work (defined in Paragraph 6 below).
5.8. You acknowledge and agree that the estimated date in the Preliminary Schedule is an estimate only
and that, given the significant and multiple uncertainties of construction and unforeseen delays, we
cannot assure you that the Work will be completed by such date. You acknowledge and agree that
the Preliminary Estimate is subject to adjustment as described in Paragraph 6 below.
5.9. We do not represent that we will engage in any competitive bidding for any of the Work.
5.10. If you do not approve the Preliminary Documents and Preliminary Estimate in writing within 10 days
after we provide them to you, then we have the right to terminate this Agreement upon 10 days
written notice to you. Upon such termination, you shall pay us all monies we expended or contracted
or agreed to expend in connection with the Work through the date of such termination. Upon your
payment to us in full of all such monies described in the previous sentence, we shall transfer title to,
and possession of, all items we acquired or contacted to acquire in connection with the Work.
6. Changes in the Work
6.1. You and we may request a change (a “Change Request”) to the Preliminary Documents. We have the
right to decline your requested changes, if, in our reasonable business judgement, such changes shall
not conform to our requirements or to local conditions, rules, regulations, or ordinances. A Change
Request becomes a “Change Order” when you and we sign it.
6.2. If concealed or unknown physical conditions (“Unusual Conditions”) are encountered at the Premises
or in the Preliminary Equipment that differ materially from those in the Preliminary Documents or
from those conditions ordinarily found to exist, the Preliminary Documents, Preliminary Estimate,
and Preliminary Schedule shall be subject to equitable adjustment by us.
6.3. You agree that Change Orders and Unusual Conditions may increase or decrease the Preliminary
Estimate and affect the Preliminary Schedule, possibly in a material manner.
6.4. The Preliminary Documents as modified by any Change Orders and Unusual Conditions are herein
termed the “Work”.
7. Substantial Completion
7.1. “Substantial Completion” is the stage in the progress of the Work when it or designated portion
thereof is sufficiently complete in accordance with the Preliminary Documents (as amended by any
Change Orders or Unusual Conditions) so you are permitted to occupy or use the Center for its
intended use. We determine if the Work is at the stage of Substantial Completion.
7.2. When we notify you of Substantial Completion, we will: (a) provide you with the date of Substantial
Completion; (b) establish your and our future responsibilities (if any) to complete the Work; and (c)
fix the time within which you and we will meet those responsibilities (if applicable); such date is

termed herein the “Final Completion Date”.

8. Fees and Payments
8.1. Initial Payment. You agree to pay us InitPmt as an initial payment (the “Initial Payment”) upon your
execution of this Agreement, receipt of which is hereby acknowledged. The Initial Payment is equal to
20% of the Sample Plan and Equipment Cost (identified in Paragraph 4 above). We will retain the
Initial Payment until you pay us the Final Payment (defined in Paragraph 8.5 below) and apply it
against the Final Payment, as provided in Paragraph 8.5 below.
8.2. Application for Payment under the Preliminary Plan. Every 21 calendar days after the Agreement
Date, we will develop and submit to you a statement of work completed, materials purchased, and
any out‐of‐pocket expenses to third parties incurred related to the Preliminary Plan; and will submit
an application for a payment to you. You agree to make such payment to us within 10 days after we
give you our application for payment.
8.3. Application for Payment for Preliminary Equipment. Before we order any Preliminary Equipment, we
will develop and submit to you a statement of materials to be purchased and will submit an
application for a payment to you. You agree to make such payment to us within 10 days after we give
you our application for payment. Upon our receipt in full of such payment, we will order the materials
itemized in such statement.
8.4. Management Fee. You agree to pay us a fee (the “Management Fee”) equal to 10% of the Work’s
actual cost, except as otherwise provided herein. You agree that the Management Fee is in addition
to any fee or payment required or permitted in this Agreement, the Franchise Agreement, or any
other agreement between you and us.
8.5. Final Payment; Final Payment Date. When we notify you of Substantial Completion or within 45 days
of Substantial Completion, we will notify you of the amount of any monies due to us as a final
payment (the “Final Payment”) from you hereunder based on the Preliminary Estimate, any changes
to the Preliminary Estimate due to Change Requests and Unusual Conditions, and the Management
Fee. You agree to pay us the Final Payment within 30 days of such notification (the “Final Payment
Date”). The Final Payment shall include a credit to you for the Initial Payment made to us. If we owe
you any monies hereunder, we shall make such payment to you by the Final Payment Date.
8.6. Ownership of the Work. You agree we own all of the Work, until you make the Final Payment to us.
8.7. Payment Terms. You shall pay all amounts due us at our principal business address or at any other
address we designate in writing. If you fail to pay any fee or amount required under this Agreement
within the required time period, such non‐payment shall be a material default hereunder. Any fee or
other amount due us under this Agreement that is not paid when due shall be subject to our then‐
current late fee and shall bear daily interest at the rate of 18% per annum, but no more than the
highest rate permitted by applicable law. You shall have no right to withhold any payment of any fee
or amount due us or our affiliates on any grounds (including, without limitation, any claim or counter‐
claim under this Agreement, the Franchise Agreement, any other agreement between you and us, or
otherwise) and shall have no right to set‐off any amount due us or our affiliates against any monetary
claim against us or our affiliates. No fee earned by, or paid or payable to, us under this Agreement is
refundable. We are not obligated to purchase or buy back anything you may lease, acquire,
purchase, or license, whether or not you leased, acquired, purchased, or licensed any such thing at
our direction.
8.8. Electronic Payments. We have the right to require that you make any payment required under this
Agreement directly to us, our affiliates, or to a bank or such other financial institution account we
specify, at the times and with the frequency we designate, by electronic funds transfer, on‐line
banking, pre‐authorized auto‐draft arrangement, or such other means as we may specify from time
to time, notwithstanding any other provisions of this Agreement, and you agree to comply fully and
timely with such requirement. You shall furnish us, our bank, or other financial institution, and any
other recipient of payment with such information and authorizations as may be necessary to permit

such persons to make withdrawals by electronic funds transfer, on‐line banking, or auto‐draft
arrangement. You shall bear all expenses, if any, associated with such authorizations and payments.
8.9. Third‐party Processor. You agree to reimburse us for any fees imposed on us or our affiliates by any
third party to process any payment you make to us under this Agreement. Such third party fees
include, without limitation, any fees imposed by a bank or credit card company to process any credit
card payment you make to us or our affiliates.
8.10. Vendors. We will pay each of our vendors, upon receipt of payment from you, out of the amount
paid to us on account of their portion of the Work.
8.11. Confidentiality. For all time, you agree you shall not communicate, divulge, or use for the benefit of
any other person, legal entity, association, or other entity, any confidential information, knowledge,
or know‐how concerning our standard architectural drawings or plans, any other materials or
information we provide to you under this Agreement, or our methods for constructing the Center
that may be communicated to you or any of your employees of which you or your employees may be
apprised by virtue of your operation under this Agreement. You shall divulge such confidential
information only to such of your employees as must have access to it. All information, knowledge,
know‐how, techniques, and other data that we designate as confidential shall be deemed confidential
for the purposes of this Agreement. If you become aware of any unauthorized disclosure or use of
any confidential information or trade secret of ours, you shall notify us immediately in writing, and
we shall have the sole and absolute right to take any actions we determine.
is defined in the following sentence) of any interest in this Agreement. "Franchisee Member" shall mean any
owner of any interest, directly or indirectly, in you or in any corporation, partnership, or limited liability
company that is the Franchisee. This Agreement is personal to you. Neither you nor any of your Franchisee
Members may Transfer any interest in this Agreement. Any purported Transfer shall be null and void and shall
constitute a material breach of this Agreement, for which we may immediately terminate without opportunity
to cure. We have the absolute right to transfer, assign, or sell, by agreement or by law, directly, indirectly, or
contingently, this Agreement and any right and obligation under it.
10. LIMITATION OF LIABILITY. OUR LIABILITY TO YOU FOR DAMAGES OR MONETARY PAYMENTS OF ANY NATURE
UNDER THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, OR TORT (INCLUDING, WITHOUT
LIMITATION, NEGLIGENCE), SHALL IN NO EVENT EXCEED THE MANAGEMENT FEE PAID OR DUE TO US UNDER
THIS AGREEMENT. THE FOREGOING DESCRIBES YOUR SOLE AND EXCLUSIVE REMEDY FOR DAMAGES OR
MONETARY PAYMENTS AS DESCRIBED ABOVE.
Agreement. We have the right to terminate this Agreement upon 10 days written notice to you, without any
opportunity to cure the default, for any default by you of any material obligation hereunder. We may
terminate this Agreement, without an opportunity to cure, if you breach this Agreement, or if you commit a
non‐curable breach of your Franchise Agreement, or if you are in default of your Franchise Agreement
pursuant to a written notice to cure that has not been cured within the time period required or permitted in
said notice. Upon the expiration or termination of this Agreement for any reason, you shall immediately pay
all amounts you owe us as of the date of such expiration or termination based on any and all applications for
payment we have submitted to you under Paragraph 8.2 above, and any and all additional equipment,
materials, and services we or our vendors have procured as of such date (whether in your, our, or any of our
vendors’ possession, or in transit to you, us, or any of our vendors), any out‐of‐pocket costs and expenses we
have incurred as of such date, and our Management Fee based on Work performed as of such date. You shall
comply with all terms and conditions of this Agreement that survive its expiration or termination. If this
Agreement is terminated due to any default by you, then you shall pay us immediately upon written demand
all related costs, expenses, and fees (including, without limitation, attorneys’ and accountants’ fees and
expenses, costs of investigation, and court costs and expenses) incurred by us.
12. Limitation of Services or Benefits

12.1. If you are in default of any material obligation hereunder, you agree we have the right, in our sole
and absolute discretion, temporarily or permanently, to limit, curtail, or remove certain services or
benefits provided or required to be provided to you hereunder in lieu of exercising our right to
terminate this Agreement pursuant to the terms hereof, including, without limitation, cessation or
limitation of all or any portion of the Work.
12.2. Any services or benefits removed, curtailed, refused, or limited pursuant to this Paragraph 11 may be
reinstated at any time by us in our sole and absolute discretion and you hereby agree to accept
immediately any such reinstatement of any services or benefits so removed, curtailed, refused, or
limited. If we reinstate any services or benefits, we have no obligation to provide you any service or
benefit previously removed, curtailed, refused, or limited pursuant to this Paragraph 11.
12.3. You agree we shall not be liable for any loss, expense, or damage incurred by you or under the Lease
or Premises because of any action we take under this Paragraph 11. We are not obligated to
reimburse or compensate you in any way for any service or benefit removed, curtailed, refused, or
limited under this Paragraph 11. You shall indemnify and hold harmless us and our affiliates and their
respective present and past directors, stockholders, officers, employees, and agents from and against
all claims, demands, losses, obligations, costs, attorneys’ and accountants’ fees and expenses, court
costs, expenses, liabilities, debts, and damages of every kind and nature resulting or arising, directly
or indirectly, from any action we take under this Paragraph 11.
12.4. Nothing in this Paragraph 11 constitutes a waiver of any of our rights or remedies under this
Agreement or at law or in equity or under any other agreement between you and us, including,
without limitation, the right to terminate this Agreement under Paragraphs 5.10, 9, and 10 hereof.
the state of Delaware, except for such state’s conflict‐of‐law rules. Except as otherwise provided herein, any
action, whether or not arising out of, or relating to, this Agreement, whenever and wherever incurred,
whether in law or in equity, whether directly, representatively, derivatively, or in any other capacity, brought
by you or any Franchisee Member against us shall be brought in the judicial district in which we have, at the
time of commencement of such action, our principal place of business. We shall have the right to commence
an action against the Franchisee in any court of competent jurisdiction. All such parties hereby waive all
objections to personal jurisdiction or venue for the purpose of carrying out the purposes of this Paragraph 12,
and such parties agree that nothing in this Paragraph 12 shall be deemed to prevent any party to such action
from removing the action from state court to federal court. You acknowledge and agree that this Agreement
is made in New Jersey and is to be performed in part through services rendered to you in New Jersey.
14. Claims against Us
14.1. Construction‐related Claims. If you have any claim against us or any of our affiliates or our or their
present or past directors, stockholders, officers, employees, or agents related to the Preliminary Plan;
building or sign permits or inspections in connection with the Preliminary Plan; build out of the
Premises; the Preliminary Schedule; any Change Request and any Change Order related to the
Preliminary Plan; any Unusual Conditions related to the Preliminary Plan, payment for any work
performed under the Preliminary Plan, as amended by any Change Orders and Unusual Conditions;
Substantial Completion; our determination of Substantial Completion; the date of Substantial
Completion; your and our future responsibilities related to Substantial Completion and the time
within which you and we will meet those responsibilities; the amount of Final Payment, and the Final
Payment Date, then you and we agree that, notwithstanding any other provision of this Agreement,
you shall notify us in writing of this claim. You agree that (i) any and all such claims shall be brought
before the earlier of 30 days after the act, transaction, or occurrence upon which such claim is based
or 30 days after this Agreement expires or is terminated for any reason; and (ii) any such claim not
brought by you within such time periods shall forever be barred as a claim, counterclaim, defense, or
set off. This written notice shall describe the claim, provide an opportunity to cure, describe the
manner in which you request that we cure, and provide a period within which you demand we cure
(the “Cure Period”) within which we may cure such alleged default of at least 60 days. Your written
notice shall be delivered to us in the manner described in Paragraph 31 above. If your notice is not in

writing, and does not (1) describe the claim, (2) provide an opportunity to cure, (3) describe the
manner in which you request that we cure, and (4) provide a Cure Period of at least 60 days, then
your notice shall be deemed to be (a) deficient, (b) not a claim upon which we are required to act, (c)
not an actionable claim, (d) not grounds for your seeking any remedy under this Agreement or
otherwise, and (e) not grounds for your termination of this Agreement. If we do not cure in a manner
satisfactory to you with the Cure Period, then your sole remedy is to submit such dispute to the
Architect for his determination. If you do not submit your dispute to the Architect within 30 days
after expiration of the Cure Period, then you shall have evidenced conclusively that you have no claim
against us and our affiliates and our and their respective present and past directors, stockholders,
officers, employees, and agents; and you shall have evidenced conclusively that any claim you may
have had is not a claim upon which we are required to act, is not an actionable claim, is not grounds
for your seeking any remedy under this Agreement or otherwise, and is not grounds for termination
by you of this Agreement; and you shall be deemed to have agreed to have waived any right you may
have had to initiate any future claim against us for the same cause. Upon your submission of your
dispute to the Architect in the manner required in this Paragraph 14.1, you and we agree to
cooperate with the Architect and provide him with such information and documents as he may
request at no charge to the other party; and that the Architect’s determination shall be conclusive
and binding on you and us.
14.2. Other claims. Notwithstanding any other provision of this Agreement except Paragraph 14.1 above,
you have no right to make any claim or counterclaim against us in any manner other than the manner
described in this Paragraph 14.2. If you have any claim against us or any of our affiliates or our or
their present or past directors, stockholders, officers, employees, or agents, including, without
limitation, any claim that we failed to meet any obligation under this Agreement, defaulted under this
Agreement, or did not perform under this Agreement, then you shall notify us in writing of this claim.
This written notice shall describe the claim, provide an opportunity to cure, describe the manner in
which you request that we cure, and provide a Cure Period within which we may cure such alleged
default of at least 60 days. Your written notice shall be delivered to us in the manner described in
Paragraph 31 above. If your notice is not in writing, and does not (1) describe the claim, (2) provide
an opportunity to cure, (3) describe the manner in which you request that we cure, and (4) provide a
Cure Period of at least 60 days, then your notice shall be deemed to be (a) deficient, (b) not a claim
upon which we are required to act, (c) not an actionable claim, (d) not grounds for your seeking any
remedy under this Agreement or otherwise, and (e) not grounds for your termination of this
Agreement. If you do not file a legal action for such claim, as described in Paragraph 12 above within
30 days after the expiration of the Cure Period, then you shall have evidenced conclusively that you
have no claim against us and our affiliates and our and their respective present and past directors,
stockholders, officers, employees, and agents; and you shall have evidenced conclusively that any
claim you may have had is not a claim upon which we are required to act, is not an actionable claim,
is not grounds for your seeking any remedy under this Agreement or otherwise, and is not grounds
for termination by you of this Agreement; and you shall be deemed to have agreed to have waived
any right you may have had to initiate any future claim against us for the same cause.
or any pending expiration or termination thereof; and to seek damages against us because we refused our
consent or approval under this Agreement. Neither you nor we shall seek to litigate as a representative of, or
on behalf of, any other person, class, or entity any dispute, controversy, or claim of any kind arising out of, or
relating to, this Agreement, the rights and obligations of the parties, the sale of the franchise, or other claims
or causes of action relating to the performance of either party to this Agreement. No action or proceeding
under this Agreement shall add as a party, by consolidation, joinder, or in any other manner, any person or
party other than you and us and any person in privity with, or claiming through, in the right of, or on behalf of,
you or us, unless both you and we consent in writing. We have the absolute right to refuse such consent.

17. WAIVER OF TRIAL BY JURY. YOU AND WE AGREE TO WAIVE A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING,
WHETHER AT LAW OR IN EQUITY, ABOUT ANY AND ALL ISSUES THAT ARISE OUT OF, CONCERN, OR RELATE TO,
THIS AGREEMENT, ANY AND ALL TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT, YOUR PERFORMANCE
OR OUR PERFORMANCE UNDER THIS AGREEMENT, OR OTHERWISE, DURING THE TERM OF THIS AGREEMENT
AND AFTERWARDS. YOU AND WE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT
WITH ANY COURT AS WRITTEN EVIDENCE OF YOUR AND OUR CONSENT TO THE WAIVER OF A TRIAL BY JURY.
YOU ACKNOWLEDGE AND AGREE YOU HAVE HAD FULL OPPORTUNITY TO CONSULT WITH, AND BE ADVISED
BY, COUNSEL ABOUT THE TRANSACTION GOVERNED BY THIS AGREEMENT AND SPECIFICALLY ABOUT THE
TERMS OF THIS PARAGRAPH 16, WHICH CONCERNS THE WAIVER OF RIGHT TO TRIAL BY JURY BY YOU AND US.
YOU AND WE AGREE THAT YOUR REPRESENTATIONS SHALL SURVIVE THE EXPIRATION OR TERMINATION OF
THIS AGREEMENT.
18. Limitation on Remedies. During the term of this Agreement and afterwards, you waive to the fullest extent
permitted by law any right to, or claim for, any punitive, speculative, exemplary, incidental, indirect, special, or
consequential damages against us and all of our affiliates and each of our and their past and present
stockholders, directors, officers, employees, and agents arising out of any cause whatsoever that arises out of,
concerns, or relates to, the making of, interpretation of, or performance under, directly or indirectly, this
Agreement, whether such cause is based in contract, negligence, strict liability, other tort, or otherwise,
including, but not limited to, your claim or counterclaim that we unreasonably gave, withheld, or delayed our
consent or approval to anything.
injunctive relief.
21. Fees and Costs. You agree to pay us or our designee all expenses, including, without limitation, attorneys' and
accountants' fees and expenses and litigation and court costs, incurred by us, our affiliates, and our and their
successors and assigns (1) to issue any notice to remedy any default by you under this Agreement; (2) to issue
any notice to remedy any default by you or any of your affiliates under any other agreement between you and
any of your affiliates and us or any of our affiliates; (3) to enforce any rights under this Agreement or under
any other agreement between you and any of your affiliates and us or any of our affiliates; (4) to effect
termination of this Agreement; (5) to effect termination of any other agreement between you and any of your
affiliates and us or any of our affiliates; (6) to collect any amounts due under this Agreement; and (7) to collect
any amounts due under any other agreement between you and any of your affiliates and us or any of our
affiliates. Except as otherwise specifically provided for herein, in any judicial or administrative action, order,
or proceeding hereunder involving you and us during the term of this Agreement or thereafter, the prevailing
party shall be entitled to recover its damages, costs and expenses, including all court costs and attorneys' and
accountants' fees and expenses.

fiduciary obligation to you. You are not, and shall not be deemed, an agent, legal representative, joint
venturer, partner, or employee of us for any purpose whatsoever. We are not liable for your debts,
obligations, acts, or refusals to act. You have no right to bind us in any way, and you shall not represent that
you have any right to do so. You shall conduct all your obligations in your own name and not in our name.
stated in such notice. Any such waiver granted by us must be signed by our corporate officer and shall not
prejudice any other of our rights.
Our obligations to you are confined exclusively to this Agreement. Any right granted to you by us as to the
subject matter hereof is described solely in, and limited to, this Agreement. Except for those specifically
permitted to be made unilaterally by you or us hereunder, no amendment, change, or variance from this
Agreement shall be binding on either party, unless mutually agreed to by the parties and executed by their
authorized officers or agents in writing.
28. Independent Investigation. You represent that you have been accorded ample opportunity to ask us all
questions about us, this Agreement and its exhibits, and the work and materials hereunder, and we have
answered each and all of these questions to your full and complete satisfaction. You represent that you have
conducted a full and complete independent investigation of the work and materials contemplated by, and to
be conducted under, this Agreement; and that you have been accorded ample opportunity to consult with,
binding on you and us and shall continue to be given full force and effect. Any invalid portion shall be deemed
not to be a part of this Agreement as of the date on which the ruling becomes final, if you are a party to this
action or proceeding, or on your receipt of notice of non‐enforcement from us.

any other address that you or we designate in writing, provided, however, that no notices shall be sent
delivery.
COPY OF THIS AGREEMENT AND ITS EXHIBITS.

Name of Franchisee (Enter the same name that NameZee
NamePrin1
NamePrin2

Huntington Learning Centers, Inc. Turn Key Agreement Page 1
In consideration of, and in order to induce Huntington Learning Centers, Inc. (the "Franchisor") to execute the Turn
Key Agreement (the "Agreement"), each of the undersigned (the “Guarantors”) personally, unconditionally, and
irrevocably, jointly and severally, accept and agree that they shall be bound by, and perform according to, each
and all of the provisions, covenants, and conditions of the Agreement executed between the Franchisor and
NameZee, the Franchisee (as defined in the Agreement) for the Work (as defined in the Agreement). Unless
specifically stated otherwise, the terms used in this Guarantee shall have the same meaning as in the Agreement.
Each Guarantor personally, unconditionally, and irrevocably, jointly and severally, accepts and agrees as follows:
Franchisee under the Agreement to the Franchisor, customers, vendors, and any other individual or Legal
Entity to whom the Franchisee owes any payment. Each Guarantor hereby waives any right to require the
Franchisor to: (a) proceed against the Franchisee for any payment required under the Agreement; (b) proceed
against or exhaust any security from the Franchisee; or (c) pursue or exhaust any remedy, including any legal
or equitable relief, against the Franchisee. Without affecting the obligations of any Guarantor under this
damages, liabilities, costs, and expenses (including, without limitation, attorneys’, accountants’, and
consultants’ fees, costs, and expenses, costs of investigation, and court costs expenses) resulting from,
consisting of, or arising out of or in connection with any failure by the Franchisee to perform any obligation of
the Franchisee under the Agreement, any amendment thereto, or any other agreement executed by the
Franchisee referred to therein.
19. This Guarantee shall terminate upon the termination or expiration of the Agreement, except that all
state of Delaware, except for such state’s conflict‐of‐law rules. Except as otherwise provided in this
Guarantee, any action, whether or not arising out of, or relating to, the Agreement or this Guarantee,
whenever and wherever incurred, whether vested or contingent, whether in law or in equity, whether directly,
representatively, derivatively, or in any other capacity, brought by any Guarantor against the Franchisor shall
be brought in the judicial district in which the Franchisor has, at the time of commencement of such action, its
principal place of business. The Franchisor shall have the right to commence an action against any Guarantor
in any court of competent jurisdiction. Each Guarantor hereby waives all objections to personal jurisdiction or
venue for the purpose of carrying out the purposes of this Guarantee, and each Guarantor agrees that nothing

in this Guarantee shall be deemed to prevent any party to such action from removing the action from state
court to federal court. Each Guarantor acknowledges and agrees that this Guarantee is made in New Jersey
and is to be performed in part through services rendered to the Franchisee in New Jersey.
expiration or termination thereof. No Guarantor shall seek to litigate as a representative of, or on behalf of,
any other person, class, or entity any dispute, controversy, or claim of any kind arising out of, or relating to,
the Agreement or this Guarantee, the rights and obligations of the parties, the sale of the franchise, or other
claims or causes of action relating to the performance of any party to the Agreement or this Guarantee. No
action or proceeding under this Guarantee shall add as a party, by consolidation, joinder, or in any other
manner, any person or party other than the Guarantor and the Franchisor and any person in privity with, or
claiming through, in the right of, or on behalf of, the Guarantor or the Franchisor, unless both Guarantor and
the Franchisor consent in writing. The Franchisor has the absolute right to refuse such consent.
liability, other tort, or otherwise, including, without limitation, any Guarantor’s claim or counterclaim that the
Franchisor unreasonably gave, withheld, or delayed its consent or approval to anything.
conduct includes, without limitation, any use by any Guarantor relating to the Marks, the System, the Manual,
or the Franchisor’s trade secrets. An application for such a remedy shall not be deemed an election or a
waiver of any other remedy under this Guarantee or at law or in equity. The Franchisor may file an original

counterpart or a copy of this Guarantee with any court as written evidence of the undersigned’s consent to
the issuance of injunctive relief.
or thereafter, the prevailing party shall be entitled to recover its out‐of‐pocket costs and expenses, including,
without limitation, all court costs and attorneys’, accountants’, and consultants’ fees, costs, and expenses.
notices shall be sent hereunder by email or telefax and no Guarantor shall designate any address that is a post

Attn: Chairman
and addresses of
office box)
NamePrin1
NamePrin2

Huntington Learning Centers, Inc. Turn Key Agreement
Exhibit B. Sample Equipment

Huntington Learning Centers, Inc. Turn Key Agreement
Exhibit C
Preliminary Plan Agreement
By your signature below, you agree to the attached Preliminary Plan and list of Preliminary Equipment and their
estimated cost, which is
__________________________________________________________________________.
Name of Franchisee (Enter the same name that NameZee
NamePrin1
NamePrin2

EXHIBIT K TO THE FRANCHISE DISCLOSURE DOCUMENT
BYLAWS

BYLAWS
OF THE
HUNTINGTON
ADVERTISING COOPERATIVE
ASSOCIATION

BYLAWS OF THE HUNTINGTON ADVERTISING COOPERATIVE ASSOCIATION Page 1
Section I -- Definitions
A. "Association" shall mean the Huntington Advertising Cooperative Association for the
Cooperative Area described in Section IV.A of these Bylaws.
B. "Center" shall mean each Huntington Learning Center operated by Huntington or an

affiliate and each Huntington Learning Center operated by a Franchisee.
C. "Cooperative Advertising Fees" shall mean those funds contributed to the Association by
its Members in such amount as is determined under Section V of these Bylaws.
D. "Cooperative Area" shall mean the geographic area designated by Huntington in Section
IV.A of these Bylaws.
E. "Franchisee" shall mean a franchisee of Huntington Learning Centers, Inc. pursuant to its
franchise agreement.
F. "Huntington" shall mean Huntington Learning Centers, Inc.
G. "Marketing Plan" shall mean the annual marketing plan developed and adopted by the
Association, and approved by Huntington, as described in Section VII.A of these Bylaws.
H. "Member" shall mean each Center designated as a member of the Association in Section
IV.A of these Bylaws. No Satellite Center shall be a Member. (A Franchisee Satellite Center is defined in its
Huntington Learning Centers, Inc. franchise agreement.)
I. "Member in Good Standing" shall mean a Member in compliance with these Bylaws and,
if a Franchisee Member, all terms of such Member's Huntington Learning Centers, Inc. franchise agreement. Any
Franchisee Member in receipt of an uncured notice of default from Huntington under such Member's franchise
agreement shall not be a Member in Good Standing under these Bylaws
J. "Representative" shall mean the natural person designated by each Member to act on
behalf of such Member.
Section II -- Formation of Association

A. Purpose and Authority.
1. Purpose. The purpose of the Association is to serve as a conduit for the

collection and expenditure of Cooperative Advertising Fees. The Association has the right to expend such fees to
meet any costs of placement and conduct of advertising and marketing programs in any media on behalf of the
Association and to pay such administrative expenses as arise from time to time incidental to the operation of the
Association. These Bylaws have been adopted for the purpose of regulating and managing the Association's affairs.
2. Authority; Expenditure of Cooperative Advertising Fees. The Association shall

have the power to perform only such acts as are authorized by these Bylaws and such other acts as are incidental and
necessary to achieve the Association's purpose as described herein. The Association shall spend Cooperative
Advertising Fees for any lawful purpose in furtherance of the Association's purpose in accordance with the
Marketing Plan. The Association shall receive and expend all Cooperative Advertising Fees pursuant to these
Bylaws.
3. Limitations on Powers. The Association shall have no right to own, accept,

acquire, mortgage, or dispose of real property, but shall be permitted to lease office space for use by the Association
and also to own personal property incidental to the operation of its business. The Association shall have no right to
procure, invest, or retain funds except for those funds contributed to the Association by its Members. No Member,
or representative of a Member, shall be authorized to act on behalf of the Association for any purpose or in any
manner, except as specified in these Bylaws.
B. Term of Existence. The Association shall continue in existence on a perpetual basis

until dissolved by Huntington in writing; provided, however, that Huntington retains the right to change the
Association or merge the Association with any other Huntington advertising cooperative association.
Section III -- Principal Office

The principal office of the Association shall be located at such place as may from time to time be
designated by Huntington, or, if none is designated by Huntington, the Association's Members.
Section IV -- Membership
A. Membership. All Centers designated by Huntington within such geographic or market
area designated by Huntington ("Cooperative Area") shall be Members of the Association. The Cooperative Area
initially established by Huntington for the Association shall be described in a map or by a written description
attached as Exhibit A to these Bylaws. Huntington shall have the exclusive right to modify, add to, remove from,
and exempt from the membership and Cooperative Area of the Association at any time in its sole discretion; and to
modify the Cooperative Area. Membership begins on the first day the Center opens in a temporary or permanent
location.
B. Termination of Membership; Expulsion; No Transfer. Membership in the

Association shall automatically terminate upon the earlier of: (i) the expiration, nonrenewal, transfer or voluntary or
involuntary termination of a Member's franchise agreement; or (ii) the closing of the Member's Center Membership
in the Association is non-transferrable.
C. Compliance with Bylaws. Each Member shall provide to the Association such
information as reasonably requested. Each Member shall abide by these Bylaws and the decisions of the
Association.
D. Representatives. Each Member shall designate a Representative by written proxy. A

Representative may serve as the Representative for more than one Member. The Representative shall be presumed
to have authority to vote on all items unless the proxy expressly limits such voting authority. All such proxies must
be presented to the Secretary of the Association at the beginning of the meeting where the proxy is to be exercised.
E. Exemption. If any Franchisee Member believes it will not benefit from participation in
the Association because of geographical isolation or otherwise, such Member may apply to Huntington to be
exempted from the requirement to be a Member in the Association.
F. Voting. Only Members in Good Standing shall be permitted to vote. Each Member in
Good Standing shall be entitled to cast one vote on each matter subject to vote.

Section V -- Cooperative Advertising Fees; Late Fees; Interest;

Reports
Cooperative Advertising Fees shall be determined by the Association by a majority vote of all Members
voting, in person or by written proxy. Cooperative Advertising Fees shall be uniform for all members; shall be
paid on a monthly basis by the 10th day of each month; and are nonrefundable. The decision to apply late fees or
interest shall be determined by the Association by a majority vote of all Members voting, in person or by written
proxy. Late fees and interest, if any, shall be uniform for all members; shall be paid within 30 days of assessment;
and are nonrefundable. The maximum amount of any late fee amount and interest percent shall be Huntington’s
then-current late fee amount and interest percent.
Each Member shall submit to the Association with such Cooperative Advertising Fees such statements and
reports in connection therewith as Huntington reasonably requires.
Section VI -- Meetings
A. Annual Meetings. Representatives shall meet in person at least twice each calendar
year. These meetings must take place at a date and time specified by the Members provided that each meeting must
take place during regular business hours. (Regular business hours are defined as a regular working day for US
government offices during the hours of 9:00AM-5:00PM Eastern Time). The two in-person meetings must take
place during March-April and October-November. These meetings are to develop and review the Marketing Plan,
and to discuss any other matters of the Association. Other meetings may be held by phone.
B. Special Meetings. The President or Secretary shall call for a special meeting of
Representatives upon receiving a written request from a majority of the Representatives or from Huntington.
C. Notice. Notice of all meetings shall be issued by the Secretary and shall be (a) mailed by
first class mail, postage pre-paid; (b) sent via the hlc email account; or (c) transmitted by facsimile transmission to
the address, telefax number, or HLCMail email account of each Member attached to these Bylaws or to the last
recorded address, telefax number, or HLCMail email account of each Member and to Huntington, at least 7 days
before the meeting, unless circumstances, as determined by either the President or Secretary, require a shorter notice
period, in which case notice of the meeting shall be transmitted via email to the franchisee’s HLCMail email account
and to Huntington’s HLCMail email account. All mail and email shall require return receipt requested. The mailing
address and HLCMail email account for Huntington are in Exhibit D.
D. Quorum and Majority Vote. The presence of a majority of the Members in Good
Standing, in person or by written proxy, shall constitute a quorum. If the number of Members in Good Standing
does not constitute a quorum, the vote on such matter shall be adjourned until such time as a quorum is convened.
The majority vote of all Members voting on each matter, in person or by written proxy, shall constitute a majority
vote under these Bylaws.
E. Votes taken via email must be unanimous. If an email vote is not unanimous, the motion
is rejected.
F. Huntington has the right to have a representative present at every in-person, phone, and
other meeting of the coop. The representative does not have voting rights.
G. All meetings will be conducted in accordance with Robert’s Rules of Order.

Section VII -- Marketing Plan; Approval and Use of Advertising

A. Marketing Plan. The Association shall develop a Marketing Plan that shall govern
Association expenditures for each calendar year. Marketing Plans must be submitted to Huntington on Huntington-
approved forms for approval. No Marketing Plan may be implemented without Huntington’s written approval.
The Marketing Plan and all modifications thereto, shall require a majority vote of all Members voting, in person or
by written proxy, and must be approved in advance in writing by Huntington. Huntington shall not unreasonably
withhold its approval of the Marketing Plan.
B. Approval. All advertising and promotional programs and materials developed or

anticipated for use by the Association shall be approved in writing by Huntington before publication or use. Any
other activity or decision of the Association must be approved in advance by Huntington in writing.
C. Use. All advertising and promotional material created for use by the Association shall be
owned exclusively by Huntington and Huntington shall have the unlimited right to use such material without
compensation to the Association. All intellectual property rights including, without limitation, trademark rights and
copyrights, relating to advertising and promotional materials created by, or on behalf of, the Association shall
belong exclusively to Huntington and all use thereof shall inure solely to Huntington's benefit. The Association
shall not seek any copyright for any such materials.
Section VIII -- Officers

A. Elected Officers. The officers of the Association shall consist of a President, a Vice
President, a Secretary and a Treasurer who shall be natural persons. Members in Good Standing shall be entitled to
vote for all officers. Candidates who receive a majority of votes from all Members voting, in person or by written
proxy, shall be elected. Members must be in good standing to be elected to an office. Annual election of officers
will take place at the in-person October-November meeting of the CoOp.
B. Terms. All officers shall take office immediately upon their election, and shall serve for
a 12 month term at which time successors shall be duly elected. Officers may be re-elected to serve successive 12
month terms. If there is a vacancy in any office, the President or, in the President's absence, the Vice President,
shall appoint temporary officers for the remainder of the applicable term. Officers shall be removed if they are not
in good standing for 60 consecutive days.
C. President. The President shall be the chief executive officer of the Association and shall
be present at meetings of the Association. The President shall communicate to the Association such matters and
make such suggestions as may, in his or her opinion, achieve the purpose of the Association as described herein, and
shall perform such other duties as are necessarily incident to the office.
D. Vice-President. The Vice-President shall perform all duties of the President during the
absence of the President.
E. Treasurer. The Treasurer shall keep an account of all monies received and expended for
use of the Association, and shall make disbursements authorized by the Members as hereinafter provided. The
Treasurer shall deposit all sums received in the bank account approved by the Members, and shall make a report at
the Annual Meeting or when called upon by the President. The funds, books, and vouchers in the hands of the
Treasurer shall, with the exception of confidential reports submitted by Members, at all times be subject to
verification and inspection of the elective officers of the Association. At the expiration of the current Treasurer's
term of office, such person shall deliver to his or her successor all the books, records, and other property of the
Association.
F. Secretary. The administration of the Association shall be vested in the Secretary. The
Secretary shall direct the activities of the Association and shall be responsible for: (i) giving notice of and attending
all meetings of the Association and keeping a record of the proceedings; (ii) conducting correspondence and

carrying into execution all orders, votes, and resolutions not otherwise committed; (iii) maintaining a current list of
Members; (iv) establishing a system for the collection and payment of Cooperative Advertising Fees; (v)
maintaining records as to any agents retained by the Association and taking charge of and supervising the
performance of such agents in the discharge of their duties; and (vi) preparing, with the concurrence of the
Treasurer, an annual summary of the transactions and financial condition of the Association and generally acting in
the best interest of the Association.
Section IX -- Checks, Disbursements, and Contracts

A. Checks. All funds of the Association shall be deposited in an account or accounts in a
bank or other financial institution designated by the Association. All withdrawals from the accounts, other than
transfers from one account to another, shall be by check. The Treasurer and President shall have sole check-signing
authority. Only one individual is required to sign checks.
B. Approval of Disbursement by Members. Cooperative Advertising Fees shall be spent

only on those advertising, marketing, and promotional programs specified in the Marketing Plan. If not previously
approved in the Marketing Plan, any expenditure of Association monies shall be approved, before such expenditure,
by a majority vote of all Members voting, in person or by written proxy, and by Huntington in writing.
C. Power to Enter into Contracts. Only the President and Vice-President shall have the
power to enter into contracts on behalf of the Association. Only one individual is required to sign contracts.
Section X -- Committees
The officers of the Association shall have the right to form various committees, from time to time, and shall
have the power to appoint Members to serve on such committees as required.
Section XI -- Amendments
These Bylaws may be amended, repealed, altered, in whole or in part, by Huntington, in its sole discretion.
The Association may not change these Bylaws, unless such change is approved in advance in writing by Huntington.
Section XII -- Liabilities and Indemnification

A. Liabilities. Nothing herein shall constitute Huntington or any Members as partners for
any purpose. Neither Huntington nor any Member, officer, agent, or employee of the Association shall be liable for
the acts or failure to act of any other Member, officer, agent, or employee of the Association. Neither Huntington
nor any Member, officer, agent, or employee of the Association shall be liable to any Member or to the Association
for its acts or failure to act under these Bylaws. Any legal person or natural person who is an affiliate of a Member
shall have the rights and enjoy the benefits of a Member under Section XII.A and XII.B of these Bylaws (including,
without limitation, as a third-party beneficiary).
B. Indemnification. The Association shall indemnify Huntington or any Member who was
or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding,
whether civil, administrative or investigative (other than an action by or in the right of the Association), by reason of
the fact that the person is or was a representative of the Association, against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with
the action or proceeding, if such person acted on behalf of the Association in good faith, and in a manner such
person reasonably believed to be in, or not opposed to, the best interests of the Association.

Section XIII -- Nonprofit Status

The Association is not intended as a profit-making organization, and is neither expected nor intended to
make any profit. The Association shall use its funds only for the objectives and purposes specified in these Bylaws.
Any incidental profit derived from the lawful activities of the Association may be retained and utilized by the
Association consistent with applicable law and these Bylaws.
Section XIV -- Consent

Each Member identified in Exhibit B hereto has adopted these Bylaws and has consented to being a
Member of this Association on the form of exhibit attached as Exhibit C hereto.

BYLAWS OF THE HUNTINGTON ADVERTISING COOPERATIVE ASSOCIATION
EXHIBIT A
COOPERATIVE AREA
The Cooperative Area for the Huntington Advertising Cooperative Association is:

BYLAWS OF THE HUNTINGTON ADVERTISING COOPERATIVE ASSOCIATION
EXHIBIT B
MEMBERS OF THE HUNTINGTON ADVERTISING COOPERATIVE ASSOCIATION
Member:
Center's Address:
Telephone No.
Telefax No.
Member:
Center's Address:
Telephone No.
Telefax No.
Member:
Center's Address:
Telephone No.
Telefax No.
Member:
Center's Address:
Telephone No.
Telefax No.
Member:
Center's Address:
Telephone No.
Telefax No.
Member:
Center's Address:
Telephone No.
Telefax No.
Member:
Center's Address:
Telephone No.
Telefax No.

EXHIBIT D
CONTACT INFORMATION FOR HUNTINGTON LEARNING CENTERS, INC.
Contact: HCS Coop Marketing

Mailing address: 496 Kinderkamack Road
Oradell, N.J. 07649
Telephone No.
Telefax No.
HLCMail email address: _HCSCOOP@HLCmail.com_________________________________________________

EXHIBIT C
CONSENT
Member:
Center's Address:
Telephone No.
Telefax No.
The undersigned, on behalf of the Member of the Huntington Advertising Cooperative Association identified above,
hereby acknowledges that he or she has read and understands the foregoing Bylaws and consents to their adoption
on behalf of the Member identified above.
Dated:
By:

EXHIBIT L TO THE FRANCHISE DISCLOSURE DOCUMENT
FINANCIAL STATEMENTS

Financial Statements
December 31, 2011, 2010 and 2009
With Independent Auditors’ Report

Table of Contents
December 31, 2011, 2010 and 2009
Page(s)
Independent Auditors’ Report ................................................................................................................... 1
Balance Sheets .......................................................................................................................................... 2
Statements of Income and Retained Earnings .......................................................................................... 3
Statements of Cash Flows ......................................................................................................................... 4
Notes to Financial Statements ................................................................................................................ 5 - 9

Balance Sheets
Years Ended December 31, 2011, 2010 And 2009
2011 2010 2009

Assets
Current assets
Cash $ 4,254,023 $ 2,657,708 $ 1,006,876
Accounts receivable, net of allowance for doubtful
accounts of approximately $439,000 in 2011, $1,721,000 in 2010
and $1,387,000 in 2009 1,364,603 1,051,678 2,661,251
Prepaid expenses and other current assets 111,628 59,815 192,111
Current portion of notes receivable, net of allowance for doubtful
accounts of approximately $95,000 in 2011, $185,000 in 2010 and 2009 203,820 180,206 702,405
Due from stockholders 467,099 132,413 ‐
Due from affiliates ‐ 869,766 698,233
Total current assets 6,401,173 4,951,586 5,260,876
Furniture and equipment, net 1,239,474 1,384,374 1,501,990

Notes receivable, net of current portion 178,164 68,564 157,057
Totals $ 7,818,811 $ 6,404,524 $ 6,919,923
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued expenses $ 411,944 $ 222,849 $ 332,980
Due to stockholders 529,205 194,519 ‐
Due to affiliates 259,776 ‐ ‐
Deferred franchise fees 324,731 644,189 887,833
Total current liabilities 1,525,656 1,061,557 1,220,813
Stockholders' equity
Common stock, stated value $.50 per share;
200 shares authorized, issued and outstanding 100 100 100
Additional paid‐in capital 99,900 99,900 99,900
Retained earnings 6,193,155 5,242,967 5,599,110
Total stockholders' equity 6,293,155 5,342,967 5,699,110
Totals $ 7,818,811 $ 6,404,524 $ 6,919,923
The accompanying notes are an integral part of these financial statements.
2
Statements of Income and Retained Earnings
2011 2010 2009

Revenue
Initial franchise and option fees $ 607,059 $ 707,324 $ 666,400
Continuing and other franchise fees 14,168,563 13,459,700 16,578,510
Equipment and materials 169,604 166,509 165,909
Totals 14,945,226 14,333,533 17,410,819
Costs and expenses

Franchise sales and administrative expenses 6,961,540 9,136,190 8,676,839
Advertising and promotion 272,826 179,347 349,192
Allocated general and administrative expenses 4,116,819 4,321,632 6,370,268
Totals 11,351,185 13,637,169 15,396,299
Income from operations 3,594,041 696,364 2,014,520
Interest income 70,000 45,103 30,294
Net income 3,664,041 741,467 2,044,814
Retained earnings, beginning of year 5,242,967 5,599,110 4,666,396
Distributionns 2,713,853 1,097,610 1,112,100
Retained earnings, end of year $ 6,193,155 $ 5,242,967 $ 5,599,110
3
Statements of Cash Flows
2011 2010 2009

Cash flows from operating activities
Net income $ 3,664,041 $ 741,467 $ 2,044,814
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 504,961 460,184 432,920
Bad debt expense 97,772 1,936,821 1,234,812
Changes in operating assets and liabilities
Accounts receivable (410,697) (327,248) (1,432,542)
Notes receivable (133,214) 610,692 (815,902)
Prepaid expenses and other current assets (51,813) 132,296 233,482
Accounts payable and accrued expenses 189,095 (48,025) (621,449)
Deferred franchise fees (319,458) (243,644) (206,877)
Net cash provided by operating activities 3,540,687 3,262,543 869,258
Cash flows from Investing activities

Purchase of furniture and equipment (360,061) (342,568) (82,132)
Due to stockholders 334,686 ‐ ‐
Due from affiliates 1,129,542 (171,533) 1,316,101
Net cash provided by (used in) investing activities 1,104,167 (514,101) 1,233,969
Cash flows from financing activities

Due from stockholders (334,686) ‐ ‐
Distributions to stockholders (2,713,853) (1,097,610) (1,112,100)
Net cash used in financing activities (3,048,539) (1,097,610) (1,112,100)
Net increase in cash 1,596,315 1,650,832 991,127
Cash, beginning of year 2,657,708 1,006,876 15,749
Cash, end of year $ 4,254,023 $ 2,657,708 $ 1,006,876
4
Notes to Financial Statements
December 31, 2011, 2010 and 2009
1. Summary of Nature of Business and Significant Accounting Policies
Nature of Business
Huntington Learning Centers, Inc. (the "Company"), is a Delaware “S” Corporation which is affiliated with
companies having common ownership. The Company franchises remedial and enrichment instruction
centers throughout the United States, which offer reading, writing, mathematics, phonics, study skills and
other subjects to elementary and secondary school children and, to a limited extent, adults. Franchised
centers generally offer one on one instruction for standardized college entrance examinations. The initial
franchise and renewal periods are principally 10 years, and the franchise fee depends upon the terms of
the agreement.
Revenue Recognition
The Company generates revenue primarily from the following sources:
 Sales of Franchises and Franchise Options

Income from the sale of franchises and franchise options, which grant exclusive rights for a
limited period and geographic area to open additional centers, is recognized when the Company
has substantially performed all material services and obligations related to the sale, as required in
the franchise agreement. Fees for options are nonrefundable and are recognized as income
when received. Refundable deposits received for franchise purchases are deferred until the
Company has performed all material services and obligations related to the sale under the
franchise agreement. As of December 31, 2011, 2010 and 2009, the Company has recorded
deferred revenue of $0, $47,245 and $0, respectively, for franchise fees received for which the
Company has not completed its obligation under the agreement.
 Continuing Franchise Fees

Continuing franchise fees, which are required under the franchise agreement and are based upon
a percentage of gross revenue which is defined in the franchise agreement, are recorded as
revenue when earned. Advertising fees are collected and disbursed by other entities.
 Other Franchise Fees

Included in continuing franchise fees, are fees for additional services provided by the Company
that franchisees elect to participate in and for which they sign a separate agreement. Fees for
these services are recorded as revenue when earned. As of December 31, 2011, 2010 and
2009, the Company has recorded deferred revenue of $324,731, $596,944 and $887,833,
respectively, for other franchise fees received but not yet earned.
 Equipment and Materials

From time to time, the Company sells computer equipment and educational materials to
franchisees. Fees from the sale of these items are recorded as revenue when earned.
Income from the sale of franchises and franchise options for the years ended December 31, 2011, 2010
and 2009 are as follows:
2011 2010 2009
Initial franchises $ 118,550 $ 303,000 $ 406,750

Franchise options 488,509 404,324 259,650
Totals $ 607,059 $ 707,324 $ 666,400
5
December 31, 2011, 2010 and 2009
The total number of independently owned franchisees at December 31, 2011, 2010 and 2009 was 279,
284 and 316, respectively.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during this period. The
more significant estimates used by management relate to the valuation of accounts receivable, notes
receivable, and the useful lives assigned to property, plant and equipment. Accordingly, actual results as
determined at a later date could differ from these estimates.
Cash
Cash consists of non-interest bearing cash accounts in banks. These balances fluctuate during the year
and management monitors regularly the financial condition of the banking institution, along with their
balances in cash. Beginning December 31, 2010, through December 31, 2012, all noninterest-bearing
transaction accounts are fully insured, regardless of the balance of the account, at all FDIC-insured
institutions.
Concentrations of Credit Risks

Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number
of franchisees who are dispersed throughout the United States. To reduce risk, the Company routinely
analyzes the financial strength of franchisees and, although collateral is not required, believes that the
Company maintains allowances for potential credit losses sufficient to cover its trade accounts and notes
receivable credit risk.
Accounts Receivable
Accounts receivable are uncollateralized, interest bearing franchisee obligations due under normal trade
terms generally requiring payment within 15 to 30 days from the invoice date. Every franchisee signs a
guarantee agreement. Accounts receivable are stated at the amount billed to the franchisee. Payments
of accounts receivable are allocated to the specific invoices identified on the franchisee’s remittance
advice or, if unspecified, are applied to the earliest unpaid invoices. Franchisee account balances with
invoices dated past the due date are typically considered delinquent and bear interest at various rates up
to 18% per annum.
Management individually reviews all delinquent accounts receivable balances that exceed their due date
and based on an assessment of current creditworthiness, estimates the portion, if any, of the balance that
will not be collected. The carrying amount of accounts receivable is reduced by a valuation allowance
that reflects management’s best estimate of the amounts that will not be collected.
At December 31, 2009, included in accounts receivable and continuing franchise fees was approximately
$1,109,000 of royalties due from terminated franchises. Such amounts represented the minimum
payments due, for the period from the franchises’ termination date through the end of the franchise
agreement. In 2010, after extensive collection efforts, the Company determined that remaining balances
of approximately $900,000 were uncollectible and were charged to bad debt expense.
Bad debt expense was $97,772, $1,936,821 and $1,234,812 for the years ended December 31, 2011,
2010, and 2009 respectively.
6
December 31, 2011, 2010 and 2009
Furniture and Equipment

Furniture and equipment are recorded at cost. Depreciation is recorded over estimated useful lives of
three to five years using the straight-line method. When property or equipment is sold or otherwise
disposed of, the cost and related accumulated depreciation are removed from the respective accounts
and the resulting gain or loss is reflected in results of operations. Expenditures for maintenance, repairs
and improvements which do not significantly extend the useful lives of the assets are charged to expense
as incurred.
Long-Lived Assets
The Company periodically evaluates the net realizable value of long-lived assets, principally furniture and
equipment, relying on a number of factors including operating results, business plans, economic
projections and anticipated future cash flows. An impairment in the carrying value of an asset is
recognized whenever future cash flows (undiscounted) from an asset are estimated to be less than its
carrying value. The amount of the impairment recognized is the difference between the carrying value of
the asset and its fair value. There were no impairment losses recorded in the years ended December 31,
2011, 2010 and 2009.
Due (To)/From Stockholders

Amounts due (to)/from stockholders represent unsecured, non-interest bearing cash advances that are
expected to be settled in the subsequent fiscal year
Income Taxes
The Company elected to be taxed as an “S” corporation under the provisions of the Internal Revenue
Code, as well as for all state income tax purposes. In lieu of federal corporate income taxes, the
stockholders are taxed individually on their proportionate share of the Company’s taxable income.
Accordingly, no provision for federal income taxes is provided for in these financial statements.
Under New Jersey State “S” corporation provisions, the majority of income taxes are also the
responsibility of the individual stockholders. Corporate state income taxes which are the Company’s
responsibility are provided at statutory rates resulting in deminimus amounts.
The Company files tax returns in the U.S. federal jurisdiction and various states. The Company has no
open years prior to 2008. The Company adopted the accounting pronouncement relating to uncertain tax
positions as of January 1, 2009. The Company had no liability for unrecognized tax benefits at December
31, 2011, 2010 and 2009. There were no tax related interest or penalties included the financial
statements presented.
Advertising
The Company expenses the cost of advertising and promotions as incurred. Advertising costs charged to
operations amounted to $272,826, $179,347 and $349,192 in 2011, 2010 and 2009, respectively.
Effect of New Accounting Pronouncement

In July 2010, FASB updated ASU 310 Disclosures about the Credit Quality of Financing Receivables and
the Allowance for Credit Losses. This update is intended to provide additional information to assist
financial statement users in assessing an entity’s credit risk exposures and evaluating the adequacy of its
allowance for credit losses. The amendments in this Update affect all entities with financing receivables,
excluding short-term trade accounts receivable or receivables measured at fair value or lower of cost or
fair value and enhance disclosures about the credit quality of financing receivables and the allowance for
credit losses. This amendment is effective for annual reporting periods after December 15, 2011.
Reclassifications
Certain reclassifications were made to the 2010 financial statements in order to conform to the 2011
financial statement presentation. Certain reclassifications were made to the 2009 financial statements in
7
December 31, 2011, 2010 and 2009
order to conform to the 2011 and 2010 financial statement presentation. Such reclassifications did not
have an impact on the 2010 or 2009 statements of income and retained earnings.
2. Notes Receivable
The Company carries its notes receivable at the principal amount due reduced by a loan loss allowance.
The Company evaluates this loan loss allowance based on past payment history and credit worthiness of
the borrower and establishes a loan loss allowance when it determines that contractual payments of
interest and principal on the notes receivable will not be collected in accordance with terms of the note
agreement. These notes bear interest at various rates up to 10% per annum, generally are payable for
up to 36 months from the date of issuance and are collateralized by liens on equipment, vehicles, or real
estate. Information on these notes is as follows as of December 31:
2011 2010 2009
Recorded investment $ 381,984 $ 248,770 $ 859,462
Unpaid principal balance $ 476,794 $ 433,743 $ 1,044,436
Related allowance $ 94,810 $ 184,974 $ 184,974
Average recorded investment $ 315,377 $ 554,116 $ 543,998
Interest income recognized $ 67,205 $ 45,102 $ 30,294
Activity in the allowance for loan losses for the years ended December 31 are as follows:
Beginning Balance 12/31/2008 $ -

Provision 239,747
Write-offs (54,773)
Recoveries -
Ending Balance 12/31/2009 $ 184,974
Provision -
Write-offs -
Recoveries -
Ending Balance 12/31/2010 $ 184,974
Provision
Write-offs (90,164)
Recoveries -
Ending Balance 12/31/2011 $ 94,810
8
December 31, 2011, 2010 and 2009
3. Furniture and Equipment
Furniture and equipment consist of the following as of December 31:
2011 2010 2009
Furniture and fixtures $ 77,164 $ 77,164 $ 77,164

Computer and software 2,910,888 2,550,827 2,208,259
2,988,052 2,627,991 2,285,423
Less accumulated depreciation (1,748,578) (1,243,617) (783,433)
Furniture and Equipment, net $ 1,239,474 $ 1,384,374 $ 1,501,990
Depreciation and amortization expenses related to property and equipment were $504,961, $460,184 and
$432,920 for the years ended December 31, 2011, 2010 and 2009, respectively.
4. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consist of the following:
2011 2010 2009
Recruiting fee $ - $ - $ 16,875

Professional fees 158,210 105,285 144,523
IT licenses 24,283 66,986 26,082
Advertising 11,970 9,248 66,593
Convention 162,000 - -
Travel 26,631 27,629 32,676
Other 28,850 13,701 46,231
Totals $ 411,944 $ 222,849 $ 332,980
5. Related Party Transactions
The Company is affiliated with companies having common ownership and has extensive transactions with
affiliates.
Certain employees of the Company performed duties for related parties and, similarly, the Company
received the benefit of certain services performed by employees of related parties. Total costs and
expenses, including salaries, payroll taxes, benefits and rental of premises, to be recorded and paid by
the Company are determined based upon consistent allocations of expenses incurred by related parties.
Allocated general and administrative expenses from related parties was $4,116,819, $4,321,632 and
$6,370,268 in 2011, 2010 and 2009, respectively.
9
December 31, 2011, 2010 and 2009
The Company performs certain services for the affiliate-owned centers at a fixed fee. Included in
continuing and other franchise fees are $635,592, $638,912 and $500,120 in 2011, 2010 and 2009,
respectively, earned from such services.
Amounts due from or to affiliates are uncollateralized and non-interest bearing without specific due dates.
6. Litigation
The Company is a party to lawsuits and claims arising out of the conduct of its business. While the
ultimate outcome of these proceedings cannot be predicted with certainty, management believes the
overall effect of these lawsuits will not be material to the Company's financial position or results of
operations. At December 31, 2011, no amounts were accrued.
7. Commitments
The Company, along with an affiliated company, has guaranteed the mortgage debt of certain affiliated
partnerships, which are due in installments through 2016. The outstanding balance of the mortgage notes
was approximately $2,741,000 at December 31, 2011. The Company would be obligated to perform
under the guarantees if the affiliated partnerships and other affiliates failed to pay principal and interest
payments to the lenders when due. Including accrued interest, the maximum potential amount of future
(undiscounted) payments under the guarantees would be approximately $3,326,000 as of December 31,
2011. If the Company was required to honor the guarantees, it would be entitled to property owned by the
affiliated partnerships that collateralizes the loans. As of December 31, 2011, the affiliated partnerships
are current with their debt payments.
The Company is a co-borrower with certain affiliates on a $3,000,000 line of credit, payable upon demand
and expiring on May 31, 2012. Borrowings under this line of credit are collateralized by a security interest
in substantially all of the Company’s assets. The line of credit bears interest at adjusted “London
Interbank Offered Rate (“LIBOR”) rate plus 2.0% or the U.S. prime rate. The line of credit is subject to
certain financial reporting and other covenants. The Company is in the process of renewing the line of
credit. As of December 31, 2011, and March 12, 2012, there were no outstanding borrowings under the
line of credit and the Company did not use the line of credit in 2011 and 2010.
8. Subsequent Events
The Company has evaluated subsequent events after the balance sheet date through the date of March
12, 2012, which is the date the financial statements were available to be issued. Based on this
evaluation, the Company has determined that no subsequent events have occurred, which require
disclosure in or adjustments to the financial statements.
10
EXHIBIT M TO THE FRANCHISE DISCLOSURE DOCUMENT
CURRENT FRANCHISEES
AL John and Elizabeth Dotson Huntington Learning Center John and Beth Dotson
Cap and Gown Inc. Jubilee Square Shopping Center Cap and Gown Inc.
Daphne, AL 6890 US Highway 90 Huntington Learning Center
September 29, 2006 Suite 20 Jubilee Square Shopping Center
DQ0 Daphne, AL 36526 6890 US Highway 90, Ste 20
251-621-1055 Daphne, AL 36526
AL Charles and Sammie Henson Huntington Learning Center Charles & Sammie Henson
Montgomery, AL 200-6 Hillwood Office Center Huntington Learning Center
July 19, 1985 2800 Zelda Road 200-6 Hillwood Office Center
HE0 Montgomery, AL 36106 2800 Zelda Road
334-277-9200 Montgomery, AL 36106
AR Bryan & Rebecca Redditt and Huntington Learning Center Bryan and Rebecca Redditt & Michael Boschetti
Michael Boschetti 11525 Cantrell Rd Bryan and Becca LLC
Bryan and Becca, LLC Suite 603 11525 Cantrell Road
Little Rock, AR Little Rock, AR 72212 Little Rock, AR 72212
August 5, 2010 501-223-2626
RT1
AR Bryan & Rebecca Redditt and Bryan and Rebecca Redditt & Michael Boschetti
Michael Boschetti B&B Redditt, LLC
AR111.01 11525 Cantrell Road
April 26, 2011 Little Rock, AR 72212
2B4
CA Dan Chou Huntington Learning Center Dan Chou

CEP Advance, LLC Gateway Square CEP Advance, LLC
Pleasanton, CA 4855 Hopyard Road Huntington Learning Center
February 15, 2007 Suite C 4855 Hopyard Road
DK1 Pleasanton, CA 94588 Ste C3/C4
925-463-8800 Pleasanton, CA 94588
CA Dan Chou and Akhil Kohli Huntington Learning Center Dan and Akhil Chou
California Education Partners, LLC 38487 Fremont Boulevard CEP Advance, LLC
Fremont, CA Suite 221 Huntington Learning Center
January 25, 2005 Fremont, CA 94536 4855 Hopyard Road
DK0 510-608-0701 Ste C3/C4
Pleasanton, CA 94588
CA Kevin and Nancy Easton Huntington Learning Center Kevin and Nancy Easton
Easton Logic LLC Town Plaza Shopping Center Easton Logic LLC
Gilroy, CA 737 First Street 1213 Blue Parrot Court
September 29, 2006 Gilroy, CA 95020 Gilroy, CA 95020
EA0 408-842-7280
CA Kevin and Nancy Easton Huntington Learning Center Kevin and Nancy Easton
Easton Logic LLC 836 Blossom Hill Road Easton Logic, LLC
South San Jose, CA San Jose, CA 95123 1213 Blue Parrot Court
November 20, 2007 408-266-6642 Gilroy, CA 95020
EA1
CA Surinder Dulai Huntington Learning Center Surinder Dulai

Cedar Quest Advantage, Inc. 7335 Bollinger Road Cedar Quest Advantage, Inc.
Cupertino, CA Suite A 71 Lima Terrace
November 30, 2011 Cupertino, CA 95014 Fremont, CA 94539
UD0 408-996-1200
CA James and Devery Holmes Huntington Learning Center James and Devery Holmes

The Family Von Holmes Corporation 2820 Townsgate Road The Family Von Holmes Corporation
Westlake Village, CA #100 30223 Walford Court
July 15, 2002 Westlake Village, CA 91361 Agoura Hills, CA 91301
HM0 805-494-3044
CA Michael D. Kent Huntington Learning Center Mike Kent

Regal Pacific Group, LLC 28132 Newhall Ranch Road Regal Pacific Group, LLC
Valencia, CA Valencia, CA 91355 29405 Bertrand Drive
April 19, 2006 661-775-8370 Agoura Hills, CA 91301
KE2
CA Michael D. Kent The Huntington Learning Center Michael Kent

Regal Pacific Group, LLC 5989 Topanga Canyon Boulevard Regal Pacific Group, LLC
CA112.001 Woodland Hills, CA 91367 29405 Bertrand Drive
January 26, 2010 818-716-0050 Agoura Hills, CA 91301
0B6
CA Michael D. Kent Huntington Learning Center Mike Kent

Regal Pacific Group, LLC 2964 Cochran Street Regal Pacific Group, LLC
Simi Valley, CA Simi Valley, CA 93065 29405 Bertrand Drive
July 29, 2005 805-522-5800 Agoura Hills, CA 91301
KE1
CA Michael D. Kent The Huntington Learning Center Mike Kent

Regal Pacific Group LLC 5989 Topanga Canyon Boulevard Regal Pacific Group, LLC
Woodland Hills, CA Woodland Hills, CA 91367 29405 Bertrand Drive
April 20, 2004 818-716-0050 Agoura Hills, CA 91301
KE0
CA William (Don) Mills Huntington Learning Center Don Mills

Acarya Corporation 1832 E. Washington Blvd Acarya Corporation
Pasadena, CA Pasadena, CA 91104 2615 Deodar Circle
February 15, 2007 626-798-5909 Pasadena, CA 91107
IM0
CA Jayesh and Hetal Mistry Huntington Learning Center Jay and Hetal Mistry
Jayesh Hetal Inc. 1050 E. Perrin Avenue Jayesh Hetal Inc.
Fresno, CA Suite 101 Huntington Learning Center
January 17, 2005 Fresno, CA 93720 1050 E. Perrin Avenue
JH0 559-434-2028 Suite 101
Fresno, CA 93720
CA Douglas K. Newman Huntington Learning Center Doug Newman

Douglas K. Newman Enterprises, Inc. 9105 Bruceville Road Douglas K. Newman Enterprises, Inc.
Elk Grove, CA Suite 4A 8190 Warren Court
February 9, 2011 Elk Grove, CA 95758 Granite Bay, CA 95746-9576
NE1 916-683-0965
CA Douglas K. Newman Huntington Learning Center Douglas Newman

Douglas K. Newman Enterprises, Inc. 1070 Pleasant Grove Blvd Douglas K. Newman Enterprises, Inc.
Roseville/Rocklin, CA Suite 130 8190 Warren Court
August 22, 2002 Roseville, CA 95678 Granite Bay, CA 95746-9576
NE2 916-782-7979
CA Douglas K. Newman and William M. Newman Huntington Learning Center Douglas Newman
Charles D. Newman Enterprises, Inc. 2690 East Bidwell Street Charles D. Newman Enterprises, Inc.
Folsom, CA Suite 800 8190 Warren Court
April 18, 2011 Folsom, CA 95630 Granite Bay, CA 95746-9576
NE3 916-984-6161
CA Douglas Newman Huntington Learning Center Douglas Newman

Douglas K. Newman Enterprises, Inc. 8091 B Greenback Lane Douglas K. Newman Enterprises, Inc.
Citrus Heights, CA Citrus Heights, CA 95610 8190 Warren Court.
November 29, 1999 916-969-0972 Granite Bay, CA 95746-9576
NE0

CA Aleta Pallios Huntington Learning Center Aleta Pallios

Turlock, CA 2050 E. Canal Drive Huntington Learning Center
January 19, 1994 Turlock, CA 95381 2050 E. Canal Drive
AD0 209-632-8829 Turlock, CA 95381
CA Aleta Pallios Huntington Learning Center Aleta Pallios

CA113.001 2050 E. Canal Drive Huntington Learning Center
January 27, 2010 Turlock, CA 95381 2050 E. Canal Drive
0B8 209-632-8829 Turlock, CA 95381
CA Todd and Vicky Sain Huntington Learning Center Todd and Vicky Sain
Brier VI, Inc. 4711-4 Telephone Rd Brier Vi, Inc
CA114.001 Ventura, CA 93003 Huntington Learning Center
September 29, 2009 805-654-9401 4711-4 Telephone Rd
0C2 Ventura, CA 93003
CA Todd and Vicky Sain Huntington Learning Center Todd and Vicky Sain
Brier VI, Inc. 4711-4 Telephone Road Brier VI, Inc.
Ventura, CA Ventura, CA 93003 Huntington Learning Center
September 29, 2006 805-654-9401 4711-4 Telephone Road
TS4 Ventura, CA 93003
CA Daniel and Diana Schafer/Tracey Aldridge Huntington Learning Center Dan, Diana and Tracey Schafer
Windsor, CA 220 Windsor River Road 3527 Hanover Place
June 30, 2008 Windsor, CA 95492 Santa Rosa, CA 95404
UC1
CA Daniel and Diana Schafer/Tracey Aldridge Huntington Learning Center Daniel, Diana and Tracey Schafer
DDS Maximum, LLC Farmers Lane Plaza DDS Maximum, LLC
Santa Rosa, CA 1577 Farmers Lane 3527 Hanover Place
March 30, 2007 Santa Rosa, CA 95404 Santa Rosa, CA 95404
UC0 707-545-9900
CA Mohan and Nancy Vachani/Sanjay Vachani Huntington Learning Center Mohan, Nancy and Sanjay Vachani
Vachani Enterprises, Inc. 1399 Ygnacio Valley Road Vachani Enterprises, Inc.
Walnut Creek, CA Suite 8 Huntington Learning Center
July 18, 2005 Walnut Creek, CA 94598 1399 Ygnacio Valley Road
VA0 925-944-8774 Suite 8
Walnut Creek, CA 94598
CA Norbert and Ofra Weinberg Huntington Learning Center Norbert and Ofra Weinberg
WNO Scholastic Enrichment, Inc. Encino Town Center Mall WNO Scholastic Enrichment, Inc.
Encino, CA 17200 Ventura Blvd Huntington Learning Center
July 10, 1996 Suite 214 17200 Ventura Blvd.
WN0 Encino, CA 91316 Suite 214-215
818-907-5555 Encino, CA 91316
CA Norbert and Ofra Weinberg Huntington Learning Center Norbert and Ofra Weinberg
WNO Scholastic Enrichment, Inc. Encino Town Center Mall WNO Scholastic Enrichment, Inc.
CA111.001 17200 Ventura Blvd Huntington Learning Center
January 20, 2010 Suite 214 17200 Ventura Blvd.
0A2 Encino, CA 91316 Suite 214-215
818-907-5555 Encino, CA 91316
CO Richard and Melissa Alpert Huntington Learning Center Richard and Melissa Alpert
College Bound, Inc. 4243 East 136th Ave College Bound, Inc.
Thornton, CO Thornton, CO 80602 4657 Rabbit Mountain Rd
September 01, 2009 303-280-5331 Broomfield, CO 80020
AQ1
CO Richard and Melissa Alpert Huntington Learning Center Richard and Melissa Alpert
College Bound, Inc. 5127 West 120th Avenue College Bound, Inc.
Broomfield, CO Broomfield, CO 80020 4657 Rabbit Mountain Road
June 20, 2006 303-404-0645 Broomfield, CO 80020

AQ0
CO Ronald and Susanna Forkel Huntington Learning Center Ronald & Susan, Forkel
FMJ Services, Inc. 11153H South Parker Road FMJ Services, Inc.
Parker, CO Parker, CO 80134 23441 Morning Rose Drive
October 14, 1998 720-851-0677 Golden, CO 80401
FR1
CO Judy Hawkins and Doug Hawkins Huntington Learning Center Judy and Doug Hawkins
Ascent Learning Solutions, Inc. 6860 S. University Blvd. Ascent Learning Solutions, Inc.
Centennial, CO Centennial, CO 80122 9523 Chesapeake Street
March 01, 2010 303-221-8859 Highlands Ranch, CO 80126
NS0
CO Robert, Diane and Rebecca Smith Huntington Learning Center Bob, Diane and Rebecca Smith
Lifelong Discovery, Inc. 815 East 17th Avenue Lifelong Discovery, Inc.
Longmont, CO Unit C2 Huntington Learning Center
August 14, 2006 Longmont, CO 80501 815 East 17th Avenue
LD0 303-597-0294 Unit C2
Longmont, CO 80501
CO Robert Smith, Kimberly and Matt Wiggins Huntington Learning Center Bob, Kim, and Matt Smith
Fort Collins, CO 140 East Boardwalk Huntington Learning Center
September 21, 2007 Suite P 815 East 17th Avenue
LD1 Fort Collins, CO 80525 Suite C2
970-225-1028 Longmont, CO 80501
CO Waymon and Amy Stallcup Huntington Learning Center Waymon and Amy Stallcup
Stallcup Enterprises, Inc. 4625 Trail Boss Dr Stallcup Enterprises, Inc.
Castle Rock, CO Unit F 4833 Front Street Unit B-145
March 28, 2007 Castle Rock, CO 80104 Castle rock, CO 80104
UP0 720-733-2980
CT Douglas Sudell HSS Douglas Sudell

HOH Education, LLC 860-728-3201 HOH Education, LLC
CT111.001 330 Main Street
September 11, 2009 3rd Floor
0B5 Hartford, CT 06106
CT Eric and Michelle Voegtle Huntington Learning Center Eric and Michelle Voegtle
Voegtle Enterprises of CT, LLC Simsbury Commons Voegtle Enterprises of CT, LLC
Simsbury, CT 530 Bushy Hill Road 2 Westridge Drive
February 09, 2007 Simsbury, CT 06070 Simsbury, CT 06070
VG0 860-408-1686
CT Kymberly Whitehead Huntington Learning Center Kymberly Whitehead

SmartKids, LLC Brookside Plaza SmartKids, LLC
Enfield, CT 34 Hazard Avenue 45 Canterbury Circle
April 29, 2008 Unit 13A East Longmeadow, MA 01028
YY0 Enfield, CT 06082
860-253-9329
DC Janine Davey Huntington Learning Center Janine Davey
J&F Davison, LLC Georgetown Plaza J&F Davison, LLC
Washington, DC 2233 Wisconsin Ave N.W. Huntington Learning Center
January 18, 2007 Suite 102 Georgetown Plaza
EZ0 Washington, DC 20007 2233 Wisconsin Ave N.W., Suite 102
202-337-6060 Washington, DC 20007
DC Janine Davey Huntington Learning Center Janine Davey
DC111.001 Georgetown Plaza Huntington Learning Center
September 30, 2009 2233 Wisconsin Ave, NW Georgetown Plaza
0C5 Suite 102 2233 Wisconsin Ave, NW
Washington, DC 20007 Suite 102
202-337-6060 Washington, DC 20007

DE Carlos and Margaret Lage Huntington Learning Center Chuck and Maggie Lage
Lage Education Services, Inc. 34 Liberty Plaza, Kirkwood Highway Lage Education Services, Inc.
Newark, DE Newark, DE 19711 Huntington Learning Center
February 25, 2005 302-737-1150 34 Liberty Plaza, Kirkwood Highway
LV0 Newark, DE 19711
DE Jay and Harriet Weiss Huntington Learning Center Jay and Harriet Weiss
Unlimited Potential Corporation Talleyville Shopping Center Unlimited Potential Corporation
Wilmington, DE 3615 Silverside Road Huntington Learning Center
November 01, 2004 Wilmington, DE 19810 3615 Silverside Road
WS1 302-478-4343 Wilmington, DE 19810
FL Jessica Anderson Sharon and Scott Bergin Huntington Learning Center Jessica, Sharon and Scott Bergin
A & B Educational Enterprises, LLC Grand Oaks Village Shopping Center A & B Educational Enterprises, LLC
Dr. Phillips, FL 5060 Dr. Phillips Blvd - #102 2031 Santa Antilles Road
September 19, 2006 Orlando, FL 32819 Orlando, FL 32806
SB2 407-522-4477
FL Sharon and Scott Bergin Huntington Learning Center Sharon and Scott Bergin
S&S Educational Enterprises, Inc. 1997 Aloma Avenue S & S Educational Enterprises, Inc.
Winter Park, FL Winter Park, FL 32792 2031 Santa Antilles Road
September 30, 1994 407-875-2300 Orlando, FL 32806
SB0
FL Sharon and Scott Bergin Huntington Learning Center Sharon and Scott Bergin
S&S Educational Enterprises, Inc. 1907 West State Road 434 S & S Educational Enterprises, Inc.
Lake Mary, FL Longwood, FL 32750 2031 Santa Antilles Road
July 08, 1997 407-322-2219 Orlando, FL 32806
SB1
FL Scott and Sharon Bergin Huntington Learning Center Scott and Sharon Bergin
FL111.001 Grand Oaks Village Shopping Center A & B Educational Enterprises, LLC
August 12, 2009 5060 Dr. Phillips Blvd - #102 2031 Santa Antilles Road
0A9 Orlando, FL 32837 Orlando, FL 32806
FL Michael and Lauren Bush Huntington Learning Center Michael and Lauren Bush
Academic Improvement Specialists, Inc. 1750 North University Drive Academic Improvement Specialists, Inc.
Coral Springs, FL Suite 232 Huntington Learning Center
January 25, 2008 Coral Springs, FL 33071 1750 North University Drive
ZL0 954-752-0411 Suite 232
Coral Springs, FL 33071
FL Charles and Brenda Dion Huntington Learning Center Charles and Brenda Dion
BGD Enterprises, Inc. 1590 E. Bloomingdale Avenue BGD Enterprises, Inc.
Brandon, FL Valrico, FL 33596 120 E. Trapnell Road
June 01, 2007 813-681-3385 Plant City, FL 33566
IP0
FL Mary Fisher Huntington Learning Centers Mary Fisher

Greater Insights, Inc. 2655 State Road 7 Greater Insights, Inc.
Wellington, FL Wellington, FL 33414 4620 Island Reef Drive
July 27, 2010 561-594-1920 Wellington, FL 33449
FW0
FL Edgar and Janet Gonzalez Huntington Learning Center Ed and Janet Gonzalez
St. Augustine, FL Future Site Step by Step II, Inc.
July 31, 2007 428 South Mill View Way
GZ2 Ponte Vedra, FL 32082
FL Edgar and Janet Gonzalez Huntington Learning Center Edgar & Janet, Gonzalez
Step by Step II, Inc. 13170 Atlantic Blvd. Step by Step II, Inc.
Jacksonville Beach, FL Suite 54 428 South Mill View Way
June 07, 1999 Jacksonville, FL 32225 Ponte Vedra, FL 32082
GZ1 904-220-9000

FL Edgar and Janet Gonzalez Huntington Learning Center Edgar & Janet, Gonzalez
Step by Step, Inc. 11111 San Jose Boulevard Step by Step, Inc.
Jacksonville, FL Suite 41 428 South Mill View Way
December 05, 1997 Jacksonville, FL 32223 Ponte Vedra, FL 32082
GZ0 904-886-0600
FL Robert Harms Huntington Learning Center Robert Harms

Premier Education Solutions, LLC 18223 Pines Boulevard Premier Education Solutions, LLC
Pembroke West, FL Pembroke Pines, FL 33029 4269 Laurel Ridge Circle
November 29, 2007 954-431-4971 Weston, FL 33331
XH0
FL Robert Harms Huntington Learning Center Mr. Harms

RH2 Education Solutions, LLC Plantation Promenade RH2 Education Solutions, LLC
Plantation, FL 10125 Cleary Boulevard 4269 Laurel Ridge Circle
January 15, 2010 Plantation, FL 33321 Weston, FL 33331
XH1 954-474-4189
FL Sandra Iza and Cinthia Gallardo Huntington Learning Center Sandra Cinthia Andres & Rod Iza
Savilia Enterprises, LLC Parkhill Plaza Savilia Enterprises, LLC
Sweetwater, FL 9607 West Flagler Street Huntington Learning Center
October 31, 2006 Miami, FL 33174 Parkhill Plaza
IZ0 305-552-1110 9607 West Flagler Street
Miami, FL 33174
FL Terri McCarthy Davis and John Davis Huntington Learning Center Terri McCarthy
The Education Connection, Inc. 33223 US Hwy. 19 North The Education Connection, Inc.
Palm Harbor, FL 33223 US Hwy. 19 North Huntington Learning Center
October 31, 2011 Palm Harbor, FL 34684 33223 US Hwy. 19 North
MY0 727-784-1114 Palm Harbor, FL 34684
FL Craig Perry Huntington Learning Center Craig Perry

Discover Success, Inc. The Market at Port St. Lucie Discover Success, Inc.
Port St. Lucie, FL 10364 South Federal Highway, Route 1 The Market at Port St. Lucie
September 08, 2004 Port Saint Lucie, FL 34952 10364 South Federal Highway, Route 1
PZ0 772-335-0054 Port Saint Lucie, FL 34952
FL Diane Rottensteiner Huntington Learning Center Diane Rottensteiner

FL113.001 The Village Center International Sales Corp.
August 24, 2009 13911 North Dale Mabry Highway Huntington Learning Center
0B3 Suite 101 The Village Center
Tampa, FL 33618 13911 North Dale Mabry Highway, Suite 101
813-265-1993 Tampa, FL 33618
FL Diane Rottensteiner Huntington Learning Center Diane Rottensteiner

International Sales Corp. The Village Center International Sales Corp.
North Tampa, FL 13911 North Dale Mabry Highway Huntington Learning Center
November 8, 2011 Suite 101 The Village Center
XR0 Tampa, FL 33618 13911 North Dale Mabry Highway, Suite 101
813-265-1993 Tampa, FL 33618
FL Barbara Samra Huntington Learning Center Barbara Samra

ARMAS of Brevard, Inc. Lake Washington Square Armas of Brevard, Inc.
Melbourne, FL 2447 N. Wickham Rd 120 Island View Drive
October 31, 1997 Suite 114 Indian Harbour Beach, FL 32937
SF0 Melbourne, FL 32935
321-757-0379
FL Robert Santana Huntington Learning Center Robert Santana
Florida Education Resources, Inc. 11050 North Kendall Drive Florida Education Partners, Inc.
Miami, FL Miami, FL 33176 11050 North Kendall Drive
August 10, 2009 305-598-0686 Miami, FL 33176
ZQ0
FL Robert Santana and Carolyn Santana Huntington Learning Centers Mr. and Mrs. Santana

Florida Educational Resources, LLC 11050 North Kendell Drive Florida Educational Resources, LLC
FL116.001 305-598-0686 15071 SW 154 Terrace
November 30, 2009 Miami, FL 33187
2A9
FL Patricia Sedano and Maria Fernandez Huntington Learning Center Patricia and Maria Sedano
FL112.001 Puerta Del Sol Probiz Education Solutions, LLC
August 20, 2009 800 Douglas Road Huntington Learning Center
0B2 Suite 160 Puerta Del Sol
Coral Gables, FL 33134 800 Douglas Road, Suite 160
305-443-8408 Coral Gables, FL 33134
FL Patricia Sedano and Maria Fernandez Huntington Learning Center Patricia and Maria Sedano
Probiz Education Solutions, LLC Puerta Del Sol Probiz Education Solutions, LLC
Coral Gables, FL 800 Douglas Road Huntington Learning Center
January 17, 2005 Suite 160 Puerta Del Sol
PD0 Coral Gables, FL 33134 800 Douglas Road, Suite 160
305-443-8408 Coral Gables, FL 33134
FL Carol Sherron Huntington Learning Center Carol Sherron
KMMCK Education Link, Inc. Shoppes of Christina KMMCK Education Link, Inc.
Lakeland South, FL 6655 South Florida Avenue Huntington Learning Center
March 30, 2006 Suite 5 6655 South Florida Avenue
JX0 Lakeland, FL 33813 Suite 5
863-701-9200 Lakeland, FL 33809
FL Carol J. Sherron Huntington Learning Center Carol Sherron
KMMCK Education Link, Inc. 4000 US Hwy 98N KMMCK Education Link, Inc.
North Lakeland, FL Suite 100- A 4000 US Hwy 98N
October 02, 2007 Lakeland, FL 33809 Suite 301
JX1 863-858-3600 Lakeland, FL 33809
FL Carol Sherron Huntington Learning Center Carol Sherron

FL114.001 4000 US Hwy 98N KMMCK Education Link, Inc.
August 06, 2009 Suite 100- A 4000 US Hwy 98N
0A8 Lakeland, FL 33809 Suite 301
Lakeland, FL 33809
FL Eric and Danielle Studnik Huntington Learning Center Eric and Danielle Studnik
Gemini Education Group, Inc. 19072 NE 29th Avenue Huntington Learning Center
Aventura, FL Aventura, FL 33180 19072 NE 29th Avenue
July 15, 2009 305-792-2536 Aventura, FL 33180
ZS0
FL Marilyn Toscano Huntington Learning Center Marilyn Toscano

Toscano Enterprises, Inc. Lakeside Centre Toscano Enterprises, Inc.
Boca Raton, FL 8192 West Glades Road 2751 Northeast 9th St.
September 25, 2001 Boca Raton, FL 33433 Pompano Beach, FL 33062
TC0 561-477-3066
FL Marilyn Toscano Huntington Learning Center Marilyn Toscano

Toscano Enterprises, Inc. Boynton Beach Commons Toscano Enterprises, Inc.
Boynton Beach, FL 353 North Congress Avenue 2751 Northeast 9th St.
September 25, 2001 Bay A2 Pompano Beach, FL 33062
TC1 Boynton Beach, FL 33436
561-742-5968
FL Ed and Barbara Wilcox Huntington Learning Center Ed and Barbara Wilcox
Wilcox Education Group, Inc. 1259 South Federal Highway Wilcox Education Group, Inc.
Pompano Beach, FL Pompano Beach, FL 33062 2708 Meadowood Drive
November 18, 2005 954-623-6157 Weston, FL 33332
WX0
FL Ed and Barbara Wilcox Huntington Learning Center Ed and Barbara Wilcox

Wilcox Education Associates, Inc. 10044 Pines Boulevard Wilcox Education Associates, Inc.
Pembroke Pines Pembroke Pines, FL 33024 2708 Meadowood Drive

July 15, 2009 954-436-3319 Weston, FL 33332

WX1
GA David and Mary Reece Campbell Huntington Learning Center David and Reecie Campbell
Educational Success, Inc. 5488 Chamblee Dunwoody Road Educational Success, Inc.
Dunwoody, GA Suite 7 740 Gates Mill Way
May 31, 2006 Dunwoody, GA 30338 Alpharetta, GA 30004
DP0 770-394-2650
GA James and Kathalene Martin Huntington Learning Center James and Kathalene Martin
KJM Educational Solutions, LLC Castleberry-Southard Crossing Shopping C KJM Educational Solutions, LLC
Cumming, GA 5485 Bethelview Road 805 Valley Dr.
February 27, 2006 Suite 340 Canton, GA 30114
KH0 Cumming, GA 30040
770-292-8994
GA Michael and Connie Ramey Huntington Learning Center Michael and Connie Ramey
Ramey Education Enterprises, LLC 5530 Windward Parkway Ramey Education Enterprises, LLC
Alpharetta, GA Alpharetta, GA 30004 5856 Brookstone Walk
March 30, 2005 678-240-9221 Acworth, GA 30101
RZ0
GA Thomas and Yvonne Single Huntington Learning Center Tom and Yvonne Single
YKCSC, Inc. 4381 Roswell Road YKCSC, Inc.
East Cobb, GA Suite 240 Huntington Learning Center
January 11, 2008 Marietta, GA 30062 4381 Roswell Road
IG0 770-977-2800 Suite 240
Marietta, GA 30062
GA Larry and Barbara Sussberg Huntington Learning Center Larry and Barbara Sussberg
Sussberg Ventures, Inc. McIntosh Village Sussberg Ventures, Inc.
Peachtree City, GA 2781 West Highway 54 111 Peninsula Drive
August 14, 2006 Peachtree City, GA 30269 Peachtree City, GA 30269
LZ0 770-632-7336
GA Christine and Reid Trego Huntington Learning Center Christine and Reid Trego
Kenan-Stewart Inc. 6244 Old Highway 5 Kenan-Stewart Inc.
Woodstock, GA Suite C 101 Nocatee Trail
December 23, 2003 Woodstock, GA 30188 Woodstock, GA 30188
TG0 678-445-4746
IA Stuart Oxer and Wendi Harris Huntington Learning Center Stuart and Wendi Oxer and Harris
Oxer Industries, Inc. Galleria at Jordan Creek Oxer Industries, Inc.
West Des Moines, IA 6305 Mills Civic Parkway 2604 NE Innsbruck Dr.
May 15, 2008 Suite 3109 Ankeny, IA 50021
XO0 West Des Moines, IA 50266
515-440-1583
IA Stuart Oxer and Wendi Harris Huntington Learning Center Mr. and Dr. Oxer and Harris
Oxer Industries, Inc. 1802 SE Delaware Avenue 2604 NE Innsbruck Drive
Ankeny, IA Suite 111 Ankeny, IA 50021
November 12, 2009 Ankeny, IA 50021
XO1 515-965-3860
ID Daniel Burton and Paul Horstmeier Huntington Learning Center Daniel and Paul Burton/Horstmeier
HB Ventures Community, LLC 8249 West Overland Rd HB Ventures Community, LLC
ID111.001 Boise, ID 83709 12924 West Elmspring Street
November 20, 2009 208-336-6443 Boise, ID 83713
2A1
ID Daniel Burton and Paul Horstmeier Huntington Learning Center Paul and Daniel Burton/Horstmeier
HB Ventures, LLC 3165 South Bown Way HB Ventures, LLC/P. Horstmeier
Boise (Park Center), ID Boise, ID 83706 12924 West Elmspring Street
March 31, 2009 208-331-9021 Boise, ID 83713
QB0

ID Julia Wright and Deborah Jenkins Huntington Learning Center Julia Wright and Deborah Jenkins
Wages Walker Wright, LLC 13371 W. Chinden Avenue Wages Walker Wright, LLC
Boise (Eagle), ID Suite 103 2902 Hill Road
August 19, 2011 Boise, ID 83713 Boise, ID 83703
NB0 208-938-6256
IL George Alpogianis Huntington Learning Center Mr. Alpogianis

KMJG Partners Corporation 398 Half Day Road KMJG Partners Corporation
Buffalo Grove, IL Buffalo Grove, IL 60089 398 Half Day Road
August 08, 2008 847-634-2400 Buffalo Grove, IL 60089
QG0
IL Richard and Elizabeth Brodecki Huntington Learning Center Richard and Elizabeth Brodecki
Educational Resources, Ltd. 15226 So. LaGrange Road Educational Resources, Ltd.
IL112.001 Orland Park, IL 60462 12531 Lucille Lane
August 19, 2011 708-226-0422 Palos Park, IL 60464
0A1
IL Richard and Beth Brodecki Huntington Learning Center Richard and Beth Brodecki
Educational Resources, Ltd. 15226 So. LaGrange Road Educational Resources, Ltd.
Orland Park, IL Orland Park, IL 60462 12531 Lucille Lane
July 21, 1997 708-226-0422 Palos Park, IL 60464
IB0
IL Patricia Cowles Huntington Learning Center Patricia Cowles

Open Doors Through Education, Inc. 654 Busse Highway Open Doors Through Education, Inc.
Park Ridge, IL Park Ridge, IL 60068 Huntington Learning Center
December 31, 1987 847-825-0691 654 Busse Highway
CO3 Park Ridge, IL 60068
IL Deanne Dalgaard and James Dalgaard Huntington Learning Center Deanne and James Dalgaard
Dalgaard & Associates, Inc. Saratoga Square Dalgaard & Associates, Inc.
Gurnee, IL 5101 Washington St Huntington Learning Center
March 28, 2008 Unit #4 Saratoga Square
XA0 Gurnee, IL 60031 5101 Washington St, Unit #4
847-625-4050 Gurnee, IL 60031
IL Mark S. Dawley Huntington Learning Center Mark Dawley
North Shore Learning Partners, Inc. 1628 Deerfield Road North Shore Learning Partners, Inc.
Highland Park, IL Highland Park, IL 60035 678 Longwood Avenue
August 01, 2003 847-579-1100 Glencoe, IL 60022
MD0
IL Thomas A. Eder Huntington Learning Center Tom Eder

NJE, Inc. 50 S. Arlington Heights Road NJE, Inc.
Arlington Heights, IL Arlington Heights, IL 60005 121 Surrey Lane
June 07, 2001 847-398-1509 Lake Forest, IL 60045
EE0
IL Garrick Fairfield Huntington Learning Center Garry Fairfield

K.B. Fisher, Inc. Village Market Plaza K.B. Fisher, Inc.
La Grange, IL 333 N. LaGrange Road 80 Talcott Avenue
June 06, 2003 LaGrange Park, IL 60526 Crystal Lake, IL 60014
FF1 708-588-9623
IL Robert L. Hauck Huntington Learning Center Robert Hauck

Hauck Enterprises, Inc. 400 Lathrop Avenue Hauck Enterprises, Inc.
River Forest, IL Suite 100 Huntington Learning Center
May 31, 2005 River Forest, IL 60305 400 Lathrop Avenue
HK0 708-488-1234 Suite 100
River Forest, IL 60305
IL Mark and Diane Kilcommons Huntington Learning Center Mark and Diane Kilcommons
M & D Educators LLC 567 N York Road M & D Educators LLC
Elmhurst, IL Elmhurst, IL 60126 4145 Home Avenue
October 19, 2009 630-516-1035 Stickney, IL 60402

NN0
IL Regan Deering Huntington Learning Center Regan Deering

ED Partners, Inc. Main Street Plaza ED Partners, Inc
Decatur, IL 2828 North Main Street Huntington Learning Center
July 11, 2005 Suite 106 Main Street Plaza
EY0 Decatur, IL 62521 2828 North Main Street, Suite 106
217-876-9701 Decatur, IL 62521
IL Regan Deering Huntington Learning Center Regan Deering

Regan Deering, Individual Main Street Plaza Regan Deering, Individual
IL116.001 2828 North Main Street 2150 Reserve Way
September 01-2010 Suite 106 Decatur, IL 62521
2B5 Decatur, IL 62521
217-201-6828
IL Ken Krolczyk Huntington Learning Center Ken Krolczyk
KENITA CORP. The Courtyard at Stratford KENITA CORP.
Bloomingdale, IL 369 West Army Trail Road 903 Maryknoll Circle
November 21, 2011 Bloomingdale, IL 60108 Glen Ellyn, IL 60137
KZ0 630-893-0437
IL Ken Krolczyk Huntington Learning Center Ken Krolczyk

KENITA CORP. Shops of Schaumburg Court KENITA CORP.
Schaumburg, IL 2642 W. Schaumburg Road 903 Maryknoll Circle
November 21, 2011 Schaumburg, IL 60194 Glen Ellyn, IL 60137
KZ2 847-798-8618
IL David and Elizabeth Meier Huntington Learning Center David and Beth Meier
ARM Holdings, Inc. 722 West Northwest Highway ARM Holdings, Inc.
Barrington, IL Barrington, IL 60010 2828 Manor Drive
December 7, 2011 847-382-3655 Northbrook, IL 60062
XM0
IL David Pickering and Tom Spathies Huntington Learning Center David Pickering and Tom Spathies
DNT Educators Ltd. Market Plaza Shopping Ctr. East DNT Educators Ltd.
Glen Ellyn, IL 605 Roosevelt Road 156 Harding Drive
December 7, 2011 Glen Ellyn, IL 60137 Glendale Heights, IL 60139
PG1 630-790-0130
IL Orville and Jayne McElfresh Huntington Learning Center Orville and Jayne McElfresh
Kirkwood Educational Services, Inc. 5301 East State Street Kirkwood Educational Services, Inc.
IL113.001 Suite 104 4306 Royal Windyne Court
January 27, 2010 Rockford, IL 61108 St. Charles, IL 60174
0B4 815-395-1011
IL Orville & Jayne McElfresh Huntington Learning Center Orville and Jayne McElfresh
Kirkwood Educational Services, Inc. 5301 East State Street Kirkwood Educational Services, Inc.
Rockford, IL Suite 104 4306 Royal Windyne Court
December 05, 1994 Rockford, IL 61108 St. Charles, IL 60174
ME0 815-395-1011
IL David Pickering Huntington Learning Center David Pickering

DDP Educators, Ltd. Downers Park Plaza DDP Educators, Ltd.
Downers Grove, IL 7335 Lemont Road 156 Harding Drive
July 24, 2008 Downers Grove, IL 60516 Glendale Heights, IL 60139
PG0 630-963-3359
IL Cheri D. Reid Huntington Learning Center Cheri Reid

Potentiality, LLC 9418 Skokie Blvd. Potentiality, LLC
Skokie, IL Skokie, IL 60077 3469 Cornflower Trail
July 09, 2002 847-675-8651 Northbrook, IL 60062
PN0
IL Carter and Monica Risdon Huntington Learning Center Carter and Monica Risdon
Bowline Enterprises LLC/Cumbernauld Ent Rose Plaza West Bowline Enterprises, LLC/Cumbernauld Ent

Naperville, IL 924 West 75th Street Huntington Learning Center

December 31, 2007 Suite 112 924 West 75th Street
ID1 Naperville, IL 60565 Suite 112
630-369-6985 Naperville, IL 60565
Risdon Enterprises LLC 1130 Douglas Road Risdon Enterprises LLC
Oswego, IL Oswego, IL 60543 Huntington Learning Center
October 13, 2006 630-551-4145 1130 Douglas Road
ID0 Oswego, IL 60543
Risdon Enterprises LLC 1130 Douglas Road Risdon Enterprises LLC
IL112.001 Oswego, IL 60543 Huntington Learning Center
January 28, 2010 630-551-4145 1130 Douglas Road
0A6 Oswego, IL 60543
IL Niranjan Sundaram Huntington Learning Center Niranjan Sundaram

Sun Education Corp. 9 Anderson Boulevard Sun Education Corp.
Geneva, IL Geneva, IL 60134 7N163 Whispering Tr
August 01, 2008 630-262-0560 St. Charles, IL 60175
XS0
IL David and Christine Tilles Huntington Learning Center Dave and Christine Tilles
No Limits, Inc. 4590 Princeton Lane No Limits, Inc.
Lake in the Hills, IL Suite 100 Huntington Learning Center
May 20, 2004 Lake in the Hills, IL 60156 4590 Princeton Lane
TI2 847-669-5454 Suite 100
Lake in the Hills, IL 60156
IN James and Mary Thompson Huntington Learning Center Jim and Mary Thompson
AccelerEd, LLC Village Park Plaza AccelerEd, LLC
Carmel, Indiana 2009-4 E. Greyhound Pass Huntington Learning Center
November 29, 2004 Carmel, IN 46033 Village Park Plaza
AC0 317-571-0766 2009-4 E Greyhound Pass
Carmel, IN 46033
KY David and Anita Atwell Huntington Learning Center David and Anita Atwell
AnD, LLC 6661 Dixie Highway 1804 Allanwood Road
KY111.001 Suite 2 Louisville, KY 40214
July 27, 2009 Louisville, KY 40258
0A7
KY David and Anita Atwell Huntington Learning Center David and Anita Atwell
Louisville SW, KY 6661 Dixie Highway 1804 Allanwood Road
December 22, 2005 Suite 2 Louisville, KY 40214
AW0 Louisville, KY 40258
502-933-3354
KY Laura Bryan Huntington Learning Center Laura Bryan

GNS Education, LLC 9018 Taylorsville Rd LWB, Inc
Louisville-Stony Brook, KY Louisville, KY 40299 725 Winding Oaks Trail
September 29, 2009 502-690-8205 Louisville, KY 40223
YL1
KY Laura Bryan Laura Bryan Laura Bryan

KY112.001 725 Winding Oaks Trail Laura Bryan
November 24, 2009 Louisville, KY 40223 725 Winding Oaks Trail
2A4 502-243-9108 Louisville, KY 40223
KY Laura Bryan Huntington Learning Center Laura Bryan

LWB, Inc. 6408 West Highway 146 LWB, Inc.
Crestwood, KY Crestwood, KY 40014 725 Winding Oaks Trail
October 30, 2007 502-243-9108 Louisville, KY 40223
YL0

KY Donna McKinley & Melissa Meier Huntington Learning Center Troy, Donna, John & Melissa McKinley-Meier
TABS, LLC 8459 US 42, #123 TABS, LLC
Florence, KY Florence, KY 41042 10965 Marshall Road
June 22, 2011 859-384-0403 Covington, KY 41045
TB0
LA Jackie Cupit, Andrew Cupit & Kelly Cupit Huntington Learning Center Jackie, Andrew and Kelly Cupit
Learning Centers of America, Inc. 1518 West Airline Highway Learning Centers of America, Inc.
LaPlace, LA LaPlace, LA 70068 Huntington Learning Center
October 05, 1985 985-359-3592 1518 West Airline Highway
CU0 LaPlace, LA 70068
LA Ann C. Habisreitinger Barre' Huntington Learning Center Ann Habisreitinger

Educational Services of Louisiana, L.L.C 1748 A North Causeway Blvd. Educational Services of Louisiana, LLC
Mandeville, LA Mandeville, LA 70471 807 River Oaks Drive
December 07, 1998 985-727-0000 Covington, LA 70433
HI0
MA Deborah Alli Huntington Learning Center Deborah Alli

Alli Educational Enterprises, LLC Five Town Plaza Alli Educational Enterprise, LLC
Springfield, MA 352 Cooley Street 292 Belmont Ave
July 31, 2008 Springfield, MA 01128 West Springfield, MA 01089
QA0 413-783-8010
MA Deborah Alli Huntington Learning Center Deborah Alli

Alli Enterprises, Inc. Five Town Plaza Alli Educational Enterprise, LLC
MA111.001 352 Cooley Street 292 Belmont Ave
November 27, 2009 Springfield, MA 01128 West Springfield, MA 01089
2A6 413-783-8010
MA Alan Crosby Huntington Learning Center Alan Crosby

First Principle, LLC 411 Waverley Oaks Road First Principle, LLC
Waltham, MA Suite 129 Huntington Learning Center
May 08, 2009 Waltham, MA 02452 411 Waverley Oaks Road
YC0 781-899-3838 Suite 129
Waltham, MA 02452
MA David Mitchell Huntington Learning Center David Mitchell
Nashoba Summit Enterprises, Inc. 504 Nagog Park Nashoba Summit Enterprises, Inc.
Acton, MA Acton, MA 01720 319 Littleton Road
March 31, 2009 978-263-6677 Suite 300
QM0 Westford, MA 01886
MD Edward and Shirley Barczak Huntington Learning Center Ed and Shirley Barczak
Lutherville, MD 1544 York Road 1620 Alston Rd.
October 16, 2011 2nd Floor Towson, MD 21204
ZE0 Lutherville, MD 21093
410-832-2801
MD Richard Bock Huntington Learning Center Richard Bock

Child Development Services, Ltd. Bel Air Plaza Child Development Services, Ltd.
Bel Air, MD 565 Baltimore Pike 1415 East Mac Phail Road
July 09, 1997 Bel Air, MD 21015 Bel Air, MD 21015
BI0 410-420-3020
MD Richard and Judith Bock Huntington Learning Center Richard and Judith Bock
J.A.R. Education, Inc. Perry Hall Crossing Shopping Center J.A.R. Education, Inc.
Perry Hall, MD 8804 Bel Air Road 1415 East Mac Phail Road
October 31, 2011 Baltimore, MD 21236 Bel Air, MD 21015
BI1 410-256-3390
MD Michael and Lorraine Cardamone Huntington Learning Center Michael and Lorraine Cardamone
Reliant Services, Inc. Shoppers World Shopping Center Reliant Services, Inc.
Waldorf, MD 3284 Crain Highway Huntington Learning Center
June 14, 1999 Waldorf, MD 20601 3284 Crain Highway
CC0 301-705-6636 Waldorf, MD 20601

Reliant Education, Inc. 2203 B Defense Hwy. Reliant Education, Inc.
Crofton, MD Crofton, MD 21114 Huntington Learning Center
December 01, 2008 410-451-0050 3284 Crain Highway
CC2 Waldorf, MD 20601
Reliant Education, Inc. 4921 Auburn Avenue Reliant Education, Inc.
Bethesda, MD Bethesda, MD 20814 Huntington Learning Center
June 18, 2010 301-656-2112 3284 Crain Highway
CC3 Waldorf, MD 20601
MD Clark Gaughan Huntington Learning Center Clark Gaughan

Quality Educational Services, Inc. Montgomery Village Office Park Quality Educational Services, Inc.
Gaithersburg, MD 18532 Office Park Drive 3323 Governor Carroll Court
September 19, 2000 Gaithersburg, MD 20879 Ellicott City, MD 21043-3456
GA1 301-990-9501
MD Monica Gourovitch and Gregory Gourovitch Huntington Learning Center Monica and Gregory Gourovitch
JJEM2, Inc. Freedom Village Center JJEM2, Inc.
Sykesville, MD 6300 Georgetown Blvd 6507 Fallwind Lane
October 23, 2008 Store 106 Bethesda, MD 20817
UR3 Sykesville, MD 21784
410-795-1511
MD JoAnn Matthis and Rebecca Weaver Huntington Learning Center JoAnn and Becky Matthis/Weaver
J & R Educators, LLC Westridge Shopping Center J & R Educators, LLC
Frederick, MD 1039 West Patrick St. 10420 Maynard Court
February 26, 2007 Frederick, MD 21702 Damascus, MD 20872
JU0 301-698-1270
MD Dexter Harris The Youth Club of Westhills, LLC Dr. Dexter Harris
The Youth Club of Westhills, LLC 5010 Briarclift Road The Youth Club of Westhills, LLC
MD111.001 Baltimore, MD 21229 5010 Briarclift Road
September 20, 2010 410-945-0300 Baltimore, MD 21229
2B6
MD Patricia Stevens and Noah Stevens Huntington Learning Center Patricia and Noah Stevens
Silver Spring, MD 12301 Old Columbia Pike 18200 Bentley Rd.
January 16, 2008 Silver Spring, MD 20904 Sandy Spring, MD 20860
PV0 301-622-9221
MD George Lewis Tresnak Huntington Learning Center George Tresnak

Keystone Education Services, LLC 5857 Allentown Road Keystone Education Services, LLC
Camp Spring, MD Camp Springs, MD 20746 2815 Quail Creek Ct.
April 13, 2009 301-899-6031 Ellicott City, MD 21042
GT2
MD George Lewis Tresnak Huntington Learning Center George Tresnak

Columbia Advisory Services, Inc. 8890 Centre Park Drive Columbia Advisory Services, Inc.
Columbia Suite 200 2815 Quail Creek Ct.
January 02, 2001 Columbia, MD 21045 Ellicott City, MD 21042
GT1 410-740-4005
MD Julie, Craig, David & Pamela White Huntington Learning Center Julie, Craig, David and Pamela White
Bay Area Education Services, Inc. 8141-A Ritchie Highway Bay Area Education Services, Inc.
Pasadena, MD Pasadena, MD 21122 Huntington Learning Center
May 09, 2006 410-384-9692 8141-A Ritchie Highway
JP0 Pasadena, MD 21122
MI Charles Lin and Holly Hung Huntington Learning Center Charles and Holly Lin
Acme Developments LLC 2591 South Rochester Road Acme Developments LLC
Rochester Hills, MI Rochester Hills, MI 48307 324 Bracken Drive
December 23, 2004 248-299-7876 Troy, MI 48098

AM0
MI Wie Pan Huntington Learning Center Wie Pan

ACW New Horizons, Inc. New Towne Plaza ACW New Horizons, Inc.
Canton, MI 44630 Ford Road 41582 Singh Dr.
September 29, 2008 Canton, MI 48187 Canton, MI 48188
XP0 734-620-8031
MN Richard and Londa Amundson Huntington Learning Center Richard and Londa Amundson
The Norex Group, LLC 470 West 78th Street The Norex Group, LLC
Chanhassen, MN #180 7579 Kimberly Lane
December 30, 2008 Chanhassen, MN 55317 Eden Prairie, MN 55346
AX2 952-934-8222
The Norex Group, LLC 14990 Glazier Avenue The Norex Group, LLC
Apple Valley, MN Suite 101 7579 Kimberly Lane
March 29, 2007 Apple Valley, MN 55124 Eden Prairie, MN 55346
AX0 952-953-6533
The Norex Group LLC Shoppes of Dunkirk The Norex Group, LLC
Maple Grove, MN 16350 County Road 30 7579 Kimberly Lane
February 21, 2008 Maple Grove, MN 55311 Eden Prairie, MN 55346
AX1 763-416-0500
MN Mary Kay and Robert Lynn Burfeind Huntington Learning Center Mary Kay and Robert Burfeind
META Blaine, Inc. 4365 Pheasant Ridge Drive META Blaine, Inc.
Blaine, MN Unit 106 436 Portland Avenue, #11
November 14, 2003 Blaine, MN 55449 St. Paul, MN 55102
BY2 763-786-8001
MN Mary Kay Burfeind Huntington Learning Center Mary Kay Burfeind

META Woodbury, Inc. 1905 Donegal Drive META Woodbury, Inc.
Woodbury, MN Woodbury, MN 55125 436 Portland Avenue, #11
January 23, 2002 651-702-6423 St. Paul, MN 55102
BY1
MN Mary Kay and Robert Lynn Burfeind Huntington Learning Center Mary Kay and Robert Burfeind
META Stillwater, Inc. Valley View Mall - Highway 36 META Stillwater, Inc.
Stillwater/Hudson, MN 1360 Frontage Road West 436 Portland Avenue, #11
April 29, 2005 Stillwater, MN 55082 St. Paul, MN 55102
BY3 651-351-7050
MN Mary Kay Burfeind Huntington Learning Center Mary Kay Burfeind

META, Inc. Fairdale Shoppes META, Inc.
Roseville, MN 2375 Fairview Avenue 436 Portland Avenue, #11
June 22, 1998 Roseville, MN 55113 St. Paul, MN 55102
BY0 651-635-0299
MN Debra Garwood and Michael Schacherer Huntington Learning Center Debra and Mike Garwood
Ventures for Success, LLC 3462 55th Street NW Ventures for Success, LLC
Rochester, MN Suite 400 Huntington Learning Center
June 28, 2005 Rochester, MN 55901 3462 55th Street NW
GW0 507-424-1220 Rochester, MN 55901
MN William Goldenberg Huntington Learning Center William Goldenberg

Truel Corporation Waterford Plaza Truel Corporation
Plymouth, MN 10100 Sixth Avenue North 25 Woodland Road
August 06, 1993 Suite 103B Edina, MN 55424
GO1 Plymouth, MN 55441
763-542-0005
MN William Goldenberg Huntington Learning Center William Goldenberg
Truel Corporation Yorkdale Shoppes Truel Corporation
Edina/Richfield, MN 6807A York Avenue South 25 Woodland Road

August 06, 1993 Edina, MN 55435 Edina, MN 55424

GO0 952-922-2488
MN Scott R. Quittem Huntington Learning Center Scott Quittem

McQ Investments, Inc. 1338 E Hwy 96 McQ Investments, Inc.
White Bear, MN White Bear Lake, MN 55110 Huntington Learning Center
November 26, 2002 651-653-8408 1338 E Hwy 96
MQ0 White Bear Lake, MN 55110
MS Erin Gibson and Carol Gray Huntington Learning Center Erin and Carol Gibson
Head of the Class, LLC 15106 Crossroads Parkway Head of the Class, LLC
Gulfport, MS Gulfport, MS 39503 711 Old Savannah Drive
November 30, 2007 228-832-1226 Long Beach, MS 39560
XG0
MT Jennifer Quinn Huntington Learning Center Jennifer Quinn

Forsythia, LLC Shiloh Crossing shopping Center Forsythia, LLC
Billings, MT 851 Shiloh Crossing Blvd. 109 Northridge Road
June 30, 2008 Billings, MT 59102 PO Box 1077
QJ0 406-651-5884 Columbus, MT 59019
NC Andrew and Kristi Allen and Sherry Young Huntington Learning Center Andrew, Kristi, and Sherry Allen
Accelerated Progress, LLC Arlington Village Accelerated Progress, LLC
Greenville, NC 619 Red Banks Road 4386 Mobley's Bridge Road
May 16, 2008 Greenville, NC 27858 Grimesland, NC 27837
LL0 252-321-9898
NC Michael Gallagher Huntington Learning Center Michael Gallagher

Educational Enrichment, Inc. 1135 Kildaire Farm Road Educational Enrichment, Inc.
Raleigh-South, NC Suite 110 Huntington Learning Ctr
April 24, 1995 Cary, NC 27511 1135 Kildaire Farm Road
GL0 919-462-3183 Suite 110
Cary, NC 27511
NC Michael and Katherine Gallagher Huntington Learning Center Michael and Katherine Gallagher
Educational Enrichment of Greensboro, LL 2961 Battleground Avenue Educational Enrichment, Inc.
Greensboro, NC Greensboro, NC 27408 Huntington Learning Ctr
December 16, 2008 336-288-1717 1135 Kildaire Farm Road
GL2 Suite 110
Cary, NC 27511
NC Shawn Livingston and Angela Livingston Huntington Learning Center Shawn and Angela Livingston
Livingston Education Group, LLC Stonehenge Corporate Center 1 Livingston Education Group, LLC
Raleigh-North, NC 7101 Creedmoor Road 2381 Rainy Lake Street
January 06, 2010 Suite 105 Wake Forest, NC 27587
NV0 Raleigh, NC 27613
919-676-2410
NC Jacquelyn Pace and Katherine Crisp Huntington Learning Center Jackie and Katherine Pace
Huntersville Education Services, Inc. 9601-A Holly Point Drive Huntersville Education Services, Inc.
Huntersville, NC Huntersville, NC 28078 Huntington Learning Center
January 13, 2011 704-896-9699 9601-A Holly Point Drive
PA1 Huntersville, NC 28078
NC Jacquelyn Pace Huntington Learning Center Jacquelyn Pace

Educational Visions, Inc. 8700 Pineville-Matthews Road Educational Visions, Inc.
Charlotte, NC Suite 450 Huntington Learning Center
September 10, 1992 Charlotte, NC 28226 8700 Pineville-Matthews Road
PA0 704-542-5421 Suite 450
Charlotte, NC 28226
NC Nader Sobhan Huntington Learning Center Nader Sobhan
NNS, Inc. 2545 Ravenhill Road NNS, Inc.
Fayetteville, NC Suite 103 Huntington Learning Center
January 21, 2009 Fayetteville, NC 28303 2545 Ravenhill Road
QS0 910-323-2287 Suite 103

Fayetteville, NC 28303
NC Ashley and Sara Wallace Ashley and Sara Wallace
Read It NC, Inc. Read It NC, Inc.
NC102 10299 Croft Pointe Lane
July 22, 2009 Leland, NC 28451
0A5
NC Ashley, Sara and Willie Wallace Huntington Learning Center Ashley and Sara Wallace
Wallace Educational Holdings, LLC 5900A Oleander Drive Wallace Educational Holdings, LLC
Wilmington, NC Wilmington, NC 28403 Huntington Learning Center
August 24, 2006 910-313-2639 5900A Oleander Drive
WU0 Wilmington, NC 28403
NE Jammie and Gwyn Morris Huntington Learning Center Jammie and Gwyn Morris
GEM Dandy Signs, Inc. Market Point Shopping Plaza GEM Dandy Signs, Inc.
Papillion, NE 8540 South 71st Plaza 6417 S. 185th Ave
June 16, 2006 Suite C Omaha, NE 68135
JY0 Papillion, NE 68133
402-933-1472
NE Jammie and Gwyn Morris Huntington Learning Center Gwyn and Jammie Morris
GEM Dandy Signs, Inc. Pepperwood Shopping Center GEM Dandy Signs, Inc.
Omaha, NE 545 North 155th Plaza 6417 S. 185th Avenue
September 13, 2011 Omaha, NE 68154 Omaha, NE 68135
JY1 402-315-9722
NH Edward Verney Huntington Learning Center Ed Verney

Knowledge for College LLC 2 Cellu Drive Knowledge for College LLC
Nashua, NH Suite 101 2 Huckabee Farm Rd
September 29, 2009 Nashua, NH 03063 Amherst, NH 03031
VC0 603-595-1880
NJ Richard and Allyson Bernstein Huntington Learning Center Richard and Allyson Bernstein
Educational Associates, LLC 1990 Marlton Pike East (Route 70) Educational Associates, LLC
Cherry Hill, NJ Tuscany Marketplace Huntington Learning Center
October 21, 2004 Cherry Hill, NJ 08003 Tuscany Marketplace
BE2 856-751-1848 1990 Route 70 East
Cherry Hill, NJ 08003
NJ Richard and Allyson Bernstein Huntington Learning Center Rich and Allyson Bernstein
Bernstein Services Corp 860 Rt. 168 Lakeside Plaza Bernstein Services Corp.
Turnersville, NJ Suite 206 Huntington Learning Center
September 29, 2006 Turnersville, NJ 08012 860 Rt. 168 Lakeside Plaza
BE3 856-227-2001 Suite 206
Turnersville, NJ 08012
NJ Hemamalini Mukerji Huntington Learning Center Hema and Neil Mukerji
Shiank, Inc. Hopewell Crossing Shopping Ctr. 24 Black Gum Drive
Pennington, NJ 800 Denow Road Monmouth Junction, NJ 08852
August 30, 2010 Suite H
PP0 Pennington, NJ 08534
609-737-5105
NJ Colin G. Schreiber Huntington Learning Center Colin Schreiber
Hirsch Tate Group LLC Quakerbridge Village Commons Hirsch Tate Group LLC
Lawrenceville, NJ 4120 Quakerbridge Road 8 Teak Lane
December 23, 2003 Lawrenceville, NJ 08648 Princeton, NJ 08540
CZ0 609-750-9200
NJ Colin G. Schreiber Huntington Learning Center Colin Schreiber

Hirsch Tate Group, LLC Deer Path Pavilion Hirsch Tate Group, LLC
Hamilton, NJ 691 Route 130 North 8 Teak Lane
June 30, 2005 Hamilton, NJ 08691 Princeton, NJ 08540
CZ1 609-439-0400

NM Sohale Mufti Huntington Learning Center Sohale Mufti

Mufti, Inc. Petroglyph Plaza Mufti, Inc.
Albuquerque West, NM 8201 Golf Course Road NW 11711 Coyote Run Road NE
May 30, 2007 Suite B3 Albuquerque, NM 87122
DW1 Albuquerque, NM 87120
505-797-3073
NM Sohale Mufti Huntington Learning Center Sohale Mufti
Mufti, Inc. 8100 Wyoming Blvd NE Mufti, Inc.
Albuquerque, NM Suite F2 11711 Coyote Run Road NE
December 22, 2005 Albuquerque, NM 87113 Albuquerque, NM 87122
DW0 505-857-9103
NV John and Anita Hara Huntington Learning Center John and Anita Hara
Smarter Works Inc. 4920 S. Virginia Street Smarter Works Inc.
Reno, NV Reno, NV 89502 Huntington Learning Center
April 30, 2007 775-827-0700 4920 S. Virginia Street
IA0 Reno, NV 89502
NV David and Lori Riordan Huntington Learning Center David and Lori Riordan
ICANDOIT, LLC Sparks Galleria Shopping Center ICANDOIT, LLC
Sparks, NV 155 Disc Drive - #105 12532 Chetenham Lane
July 09, 2008 Sparks, NV 89436 San Diego, CA 92128
QD0 775-453-2369
NV Todd and Vicky Sain Huntington Learning Center Todd and Vicky Sain
Brier VII, Inc. Parkway Retail Centre Brier VII, Inc.
Summerlin, NV 7565 W. Washington Ave Huntington Learning Center
November 16, 2007 #104 4711-4 Telephone Road
TS6 Summerlin, NV 89128 Ventura, CA 93003
702-240-3961
NV Todd and Vicky Sain Huntington Learning Center Todd and Vicky Sain
Brier V, Inc. 10624 S. Eastern Ave. Brier V, Inc.
Henderson, NV #D-1 Huntington Learning Center
April 27, 2007 Henderson, NV 89052 4711-4 Telephone Road
TS5 702-685-9237 Ventura, CA 93003
NY Candace Edwards and George Barth Huntington Learning Center Candace and George Edwards/Barth
C & G Enterprises Kimbrook Plaza/Moyers Corners C & G Enterprises
Clay, NY 8395 Oswego Road 7233 Van Buren Road
April 11, 2005 Suite 6A Baldwinsville, NY 13207
EW0 Baldwinsville, NY 13207
315-622-2516
NY Candace Edwards and George Barth Huntington Learning Center Candace Edwards/Barth
C & G Enterprises Kimbrook Plaza/Moyers Corners C & G Enterprises
NY111.001 8395 Oswego Road 7233 Van Buren Road
May 27, 2009 Suite 6A Baldwinsville, NY 13207
0A3 Baldwinsville, NY 13027
NY Timothy Miller and Marie Hoyt Huntington Learning Center Tim and Marie Miller Hoyt
T. Miller Enterprises, Inc. 6900 Highbridge Road T. Miller Enterprises, Inc.
Fayetteville, NY Fayetteville, NY 13066 Huntington Learning Center
April 09, 2001 315-445-0689 6900 Highbridge Road
ML0 Fayetteville, NY 13066
NY Mark A. Reich and Barbara H. Reich Huntington Learning Center Mark and Barbara Reich
New Karma Holdings Corp. 1556 Third Avenue New Karma Holdings Corp.
Upper East Side, NY Suite 209 Huntington Learning Center
June 10, 2004 New York, NY 10128 1556 Third Avenue
RM0 212-534-3200 Suite 209
New York, NY 10128
NY John Ryan Huntington Learning Center John Ryan
Honey Bee Holdings, LLC The Shops at Village Plaza Honey Bee Holdings, LLC
Clifton Park, NY 7 Southside Plaza 22 Woods Path

June 18, 2008 Suite101 Troy, NY 12182

YZ0 Clifton Park, NY 12065
518-280-2671
NY Wayne Sutcliffe Huntington Learning Center Wayne Sutcliffe
Plato Services, Inc. 3071 Union Road Plato Services, Inc.
Orchard Park, NY Orchard Park, NY 14127 40 Fennec Lane
February 24, 1988 716-675-4565 East Amherst, NY 14051
SU1

Plato Services, Inc. 3086 Delaware Avenue Plato Services, Inc.
Kenmore, NY Kenmore, NY 14217 40 Fennec Lane
May 02, 1989 716-873-4565 East Amherst, NY 14051
SU2

Plato Services, Inc. 5835A South Transit Rd. Plato Services, Inc.
Lockport, NY Lockport, NY 14094 40 Fennec Lane
March 20, 1995 716-439-4565 East Amherst, NY 14051
SU3

Plato Services, Inc. 5838 Main Street Plato Services, Inc.
Amherst, NY Williamsville, NY 14221 40 Fennec Lane
June 12, 1987 716-633-4565 East Amherst, NY 14051
SU0

Plato Services, Inc. 3086 Delaware Avenue Plato Services, Inc.
NY113.001 Kenmore, NY 14217 40 Fennec Lane
November 27, 2009 716-873-4565 East Amherst, NY 14051
0A0
OH Albert Groen and Martina McIsaac Huntington Learning Center Albert and Martina Groen
Albert Groen, LLC 2222 Warrensville Center Road 9367 Ivan Place
University Heights, OH University Heights, OH 44118 Mentor, OH 44060
November 24, 2009 216-382-8474
GP0
OH Nelson Marshall Huntington Learning Center Nelson Marshall

Learning Excellence, Inc. Stone Ridge Plaza Learning Excellence, Inc.
Gahanna, OH 1343 Stone Ridge Drive 8259 Campden Lakes Blvd.
November 9, 2011 Gahanna, OH 43230 Dublin, OH 43016
NM0 614-478-0695
OH Nelson Marshall Huntington Learning Center Nelson Marshall

Learning Excellence, Inc. 2704 Sawmill Place Blvd. Learning Excellence, Inc.
Worthington, OH Columbus, OH 43240 8259 Campden Lakes Blvd.
November 11, 2011 614-889-8888 Dublin, OH 43016
NM1
OH Daniel Mathis Huntington Learning Center Dan Mathis

High Achievement Enterprises, Inc. 8179 Princeton-Glendale Road High Achievement Enterprises, Inc.
West Chester, OH State Route 747 7112 Birch Hollow Lane
October 30, 2007 Suite A West Chester, OH 45069
ZM0 West Chester, OH 45011
513-860-4416
OH Michael and Mary Kay Whalen Huntington Learning Center Michael and Mary Kay Whalen
M4 Education, LLC 4176 Kent Road M4 Education, LLC
Stow, OH Stow, OH 44224 3367 Pine Hollow Dr.
June 20, 2006 330-686-8795 Stow, OH 44224
WY0
OH Deborah L. Sparks & Gary A. Sparks Huntington Learning Center Deborah & Gary Sparks
Sparks Educational Advancements, LLC Cherry Grove Plaza Sparks Educational Advancements

Cherry Grove, OH 454 Ohio Pike 6696 Green Oak Drive

August 6, 2010 Suite 120C Cincinnati, OH 45248
SP9 Cincinnati, OH 45255
513-528-7417
OH Gregory Yasutake Huntington Learning Center Greg Yasutake
MaxiMinders, Inc. Broadview Village Shopping Center MaxiMinders, Inc.
Broadview Heights, OH 7983 Broadview Road Huntington Learning Center
September 13, 2005 Broadview Heights, OH 44147 Broadview Village Shopping Center
YK0 440-526-0357 7983 Broadview Road
Broadview Heights, OH 44147
OH Karen Young Huntington Learning Center Karen Young
Achievement Partners, Inc. CrossPointe Shopping Center Achievement Partners, Inc.
Centerville, OH 175 E. Alex-Bell Road Suite 212 4679 Manor Lake Drive
August 02, 2005 Centerville, OH 45459 Mason, OH 45040
YG0 937-433-7612
OH Ed and Theresa Zarnick Huntington Learning Center Ed and Terri Zarnick

Ed and Theresa Zarnick, LLC Spring Meadow Plaza Ed and Theresa Zarnick, LLC
Holland, OH 6638 Centers Drive 5755 Red Leaf Lane
September 27, 2006 Holland, OH 43528 Monclova, OH 43542
ZK0 419-868-1600
OH Robert Cestelli Huntington Learning Center Robert J. Cestelli

RJC Management Advisors, Inc. 11309 Montgomery Rd., Suite C 11309 Montgomery Rd., Suite C
Harpers Point Harpers Station Shopping Center Harpers Station Shopping Center
November 11, 2011 Cincinnati, OH 45249 Cincinnati, OH 45249
JL0 513-489-5777
OK Brian K. and Shelly L. Younger Huntington Learning Center Brian and Shelly Younger
Oklahoma Teaching Specialists, Inc. 7116 S. Mingo Road Oklahoma Teaching Specialists, Inc.
Tulsa, OK Suite 105 18410 Watson Way
August 25, 2010 Tulsa, OK 74133 Inola, OK 74036
TL0 918-250-2565
OK Michael Lingo and Cindy Snodgrass Huntington Learning Center Michael Lingo and Cindy Snodgrass
Coy Michael Lingo and Cindy Snodgrass 2554 East Kenosha Street 17404 S. 324th E. Avenue
Broken Arrow, OK Broken Arrow, OK 74014 Coweta, OK 74429
April 29, 2011 918-893-5551
GV0
OR Theresa Cassidy and Carmina Cassidy Huntington Learning Center Theresa and Carmina Cassidy
Minerva Family Solutions, Inc. Bethany Village Terrace Minerva Family Solutions, Inc.
Portland, OR 15520 NW Laidlaw Road Bethany Village Terrace
August 17, 2007 Portland, OR 97229 15520 NW Laidlaw Road
YD0 503-533-4020 Portland, OR 97229
OR Brian Riddick and Michael Volk Huntington Learning Center Mr. Riddick
VR Ventures, LLC 14649 SW Teal Boulevard VR Ventures, LLC
Beaverton, OR Beaverton, OR 97007 10117 W. Lariat Drive
November 24, 2009 503-590-6500 Boise, ID 83714
RK3
PA Darryl Benjamin Huntington Learning Center Darryl Benjamin

Achieve Strategies, Inc. 947 Old York Road Achieve Strategies, Inc.
Abington, PA Abington, PA 19001 Huntington Learning Center
October 11, 2005 215-887-0801 947 Old York Road
AH0 Abington, PA 19001
PA Alan and Felicia Berkowitz Huntington Learning Center Alan and Felicia Berkowitz
Making The Grade, LLC Colonial Commons Making The Grade, LLC
Harrisburg-North East, PA 5070-5116 Jonestown Road 4130 Lisa Dr.
May 27, 2008 Harrisburg, PA 17109 Harrisburg, PA 17112
XB0 717-657-2002

PA K. Burkett, S. Holmes, P. Holmes Huntington Learning Center Katrina, Susan, & Peggy, Burkett, Holmes,
PKS Education, Inc. 2790 Mosside Blvd. and Holmes
Monroeville, PA Suite 195 PKS Education, Inc.
November 22, 2000 Monroeville, PA 15146 Huntington Learning Center
BH1 412-856-5250 2790 Mosside Blvd.
Suite 195
Monroeville, PA 15146
PA P. Holmes/K. Burkett/S. Holmes Huntington Learning Center Peggy, Katrina and Susan Burkett, Holmes,
PKS Education Inc. 4721 McKnight Road and Holmes
North Hills, PA Pittsburgh, PA 15237 PKS Education Inc.
June 11, 2002 412-367-7787 Huntington Learning Center
BH2 4721 McKnight Road
Pittsburgh, PA 15237
PA S. Holmes, K. Burkett, and P. Holmes Huntington Learning Center Susan, Katrina, & Peggy Burkett, Holmes,
PKS Education, Inc. 1003 East Pittsburgh Street and Holmes
Greensburg, PA Suite 300 PKS Education, Inc.
January 12, 1996 Greensburg, PA 15601 Huntington Learning Center
BH0 724-836-6336 1003 East Pittsburgh Street
Suite 300
Greensburg, PA 15601
PA Katrina Burkett, L Strennen, P Holmes Huntington Learning Center Katrina, Lorie, Peggy Burkett, Strennen,
Lorie Simko Strennen, Katina A. Burkett, 2790 Mosside Blvd Holmes
PA114.001 Monroeville, PA 15146 PKS Education
October 02, 2009 412-856-5250 Huntington Learning Center
0C4 2790 Mosside Blvd
Monroeville, PA 15146
PA Philip Charles Huntington Learning Center Philip Charles
Charles Holdings, LLC 920 Town Center Drive Charles Holdings, LLC
Langhorne, PA Suite I-15 920 Town Center Drive
August 15, 2007 Langhorne, PA 19047 Suite I-15
PH1 215-757-9334 Langhorne, PA 19047
PA Philip Charles Huntington Learning Center Philip Charles

Charles Holdings, LLC Charles Holdings, LLC
Feasterville, PA 58 Reed Drive South
September 25, 2008 West Windsor, NJ 08550
PH3
PA Darryl Benjamin Huntington Learning Center Darryl Benjamin

Achieve Strategies, Inc. Valley Forge Shopping Ctr. Achieve Strategies, Inc.
King of Prussia, PA 258 West Dekalb Pike 315 Clwyd Road
April 7, 2011 King of Prussia, PA 19406 Bala Cynwyd, PA 19004
AH1 610-354-8977
PA Grant Etter Huntington Learning Center Grant Etter

Etter Education, Inc. 1368 Harrisburg Pike Etter Innovations, Inc.
PA111.001 Lancaster, PA 17601 152 Juniper Ct
August 07, 2009 Dillsburg, PA 17019
0B0
PA Richard Kanter Huntington Learning Center Rick Kanter

Future Success, Inc. 807 N. Easton Road Future Success, Inc.
Doylestown, PA Suite 109 104 Fairacres Drive
December 10, 2009 Doylestown, PA 18901 Lansdale, PA 19446
IK1 215-340-5080
PA Richard Kanter Huntington Learning Center Rick Kanter

Future Success, Inc. 1210 Bethlehem Pike Future Success, Inc.
North Wales, PA Suite B-11 104 Fairacres Drive
October 08, 2007 North Wales, PA 19454 Lansdale, PA 19446
IK0 215-793-4951

PA John Mah Huntington Learning Center John Mah

Mah Ventures, Inc. 20636 B. Route 19 Mah Ventures, Inc.
Cranberry Township, PA Cranberry Township, PA 16066 Huntington Learning Center
November 9, 2011 724-779-8930 20636 B. Route 19
JM0 Cranberry Township, PA 16066
PA Stuart Maleeff Huntington Learning Center Stuart Maleeff

Maleeff Federal LLC 509 Dogwood Drive 509 Dogwood Drive
PA112.001 Maple Glen, PA 19002 Maple Glen, PA 19002
September 23, 2009
0C0
PA Stuart, Enid and Lynne Maleeff Huntington Learning Center Stuart, Enid and Lynne Maleeff
Maleeff Education, LLC 4514-D City Avenue Maleeff Education, LLC
Bala Cynwyd, PA 2nd Floor 509 Dogwood Drive
June 14, 2005 Philadelphia, PA 19131 Maple Glen, PA 19002
MZ0 610-726-9930
PA Thomas Murphy and Kathleen Moore Huntington Learning Center Tom and Kathleen Murphy
Head Smart at Edgmont, LLC Marville at Edgmont Square Shopping Ctr Head Smart at Edgmont, LLC
Edgmont, PA 4841 West Chester Pike - Rte 3 194 South Benjamin Drive
September 28, 2007 Newtown Square, PA 19073 West Chester, PA 19382
UM0 610-353-3700
PA Thomas Murphy and Kathleen Moore Huntington Learning Center Tom and Kathleen Murphy
Head Smart Enterprises, LLC Springfield Square Shopping Ctr So. Head Smart Enterprises, LLC
Springfield, PA 1001 Baltimore Pike Springfield Square Shopping Ctr So.
January 01, 2008 Springfield, PA 19064 1001 Baltimore Pike
UM1 610-690-4460 Springfield, PA 19064
PA Thomas Murphy and Kathleen Moore Huntington Learning Center Thomas and Kathleen Murphy / Moore
Head Smart Future, LLC 194 South Benjamin Drive 194 South Benjamin Drive
PA113.001 West Chester, PA 19382 West Chester, PA 19382
September 29, 2009
0C1
PA Robert S. Plenderleith Huntington Learning Center Robert Plenderleith

BrightFuture, Inc. Village Square Mall/Broadcasting Road BrightFuture, Inc.
Reading, PA 78 B Commerce Drive 2516 Simon Drive
September 03, 2002 Wyomissing, PA 19610 Sinking Spring, PA 19608
PE0 610-373-5821
PA Timothy and Theresa Schwarz Huntington Learning Center Timothy and Theresa Schwarz
Schwarz Enterprises, LLC Limerick Crossing Shopping Center Schwarz Enterprises, LLC
Limerick, PA 70 Buckwalter Rd 217 Prescott Drive
December 22, 2006 Suite 412 Chester Springs, PA 19425
TZ1 Royersford, PA 19468
610-792-4700
PA Timothy and Theresa Schwarz Huntington Learning Center Tim and Theresa Schwarz
Schwarz Enterprises, LLC 100 Exton Commons Schwarz Enterprises, LLC
Exton, PA Exton, PA 19341 217 Prescott Drive
September 20, 2004 610-524-6140 Chester Springs, PA 19425
TZ0
PA Lorie Simko Strennen Huntington Learning Center Lorie Simko Strennen

Unlimited Education, Inc. 2848 Washington Road Unlimited Education, Inc.
McMurray, PA McMurray, PA 15317 Huntington Learning Center
November 30, 1994 724-942-1290 2848 Washington Road
US0 McMurray, PA 15317
PA Lorie Simko Strennen Huntington Learning Center Lorie Simko Strennen

Unlimited Education, Inc. Robinson Crossroads Shopping Center Unlimited Education, Inc.
Robinson Township, PA 6563 Steubenville Pike Huntington Learning Center
June 11, 2007 Pittsburgh, PA 15205 Robinson Crossroads Shopping Center
US3 412-859-3701 6563 Steubenville Pike

Pittsburgh, PA 15205
PA Robert J. Smith Huntington Learning Center Mr. Robert Smith
Bethlehem, PA 3926 Linden Street Robert J. Smith
February 04, 2010 Bethlehem, PA 18020 507 Hobby Horse Hill
XN0 Lower Gwynedd, PA 19002
SC Mark and Joann Brugger Huntington Learning Center Mark and Joann Brugger
Carolina Visions, Inc. 225 Halton Road Carolina Visions, Inc.
Greenville East, SC Suite C 211 Greenside Court
March 08, 1995 Greenville, SC 29607 Simpsonville, SC 29681
BU0 864-627-1300
TN Robert and Alice FitzPatrick Huntington Learning Center Bob and Alice FitzPatrick
Magistra Enterprises, LLC 95 Seaboard Lane Magistra Enterprises, LLC
Brentwood, TN Suite 106 11 Thorndale Court
March 30, 2007 Brentwood, TN 37027 Nashville, TN 37215
AF0 615-376-8004
TN Judy Kaufman (and Harvey Kaufman) Huntington Learning Center Judy Kaufman
Learnright of East Tennessee, L.L.C. 117 North Peters Road Learnright of East Tennessee, L.L.C.
Knoxville, TN Knoxville, TN 37923 Huntington Learning Center
December 27, 1995 865-691-6688 117 North Peters Road
KF0 Knoxville, TN 37923
TN Leonard Silverman Huntington Learning Center Leonard Silverman

The Minerva Group, LLC The Crossings at Indian Lakes The Minerva Group, LLC
Hendersonville, TN 112 Saundersville Road 828 Loretta Drive
May 05, 2004 Suite 208-B Goodlettsville, TN 37072
LE0 Hendersonville, TN 37075
615-826-5255
TX Kevin Carrasco/Armando & Nancy Huntington Learning Center Kevin, Armando and Nancy Carrasco
Hernandez Silverado Shopping Center Great Expectations, LP
Great Expectations, LP 11851 Bandera Road 10818 Tioga Drive
San Antonio/Bandera, TX Suite 109 San Antonio, TX 78230
June 26, 2007 Helotes, TX 78023
OC0 210-695-1771
TX Shamir and Divia Dayalji Huntington Learning Center Shamir and Divia Dayalji
SJD, LLC Lincoln Square SJD, LLC
Arlington, TX 770 Road to Six Flags E 3343 Kendall Lane
December 20, 2007 Suite 170 Irving, TX 75062
LJ0 Arlington, TX 76011
817-460-2600
TX Syed and Carolyn Hassan Huntington Learning Center Syed and Carolyn Hassan
ARCH Educational Services, LLC 2714 West Lake Houston Parkway ARCH Educational Services, LLC
Kingwood, TX Suite 220 11002 Broken Sky Drive
August 31, 2005 Kingwood, TX 77339 Houston, TX 77064
YH0 281-360-0030
TX C. Matt Hight Huntington Learning Center Matt Hight

Mansfield, TX 1219 East Debbie Lane 6825 Wooded Court
October 31, 2005 Suite 111 Mansfield, TX 76063
HX0 Mansfield, TX 76003
817-539-0337
TX Sherry and James Huffman Huntington Learning Center Sherry Huffman

Austin, TX 7010 Hwy. 71 West Huntington Learning Center
February 23, 1998 Suite 178 7010 Hwy. 71 West
HF0 Austin, TX 78735 Suite 178
512-336-5376 Austin, TX 78735
TX Sherry and James Huffman Huntington Learning Center Sherry and James Huffman
North Austin, TX 10900 Lakeline Mall Blvd Huntington Learning Center

December 21, 1999 #600 10900 Lakeline Mall Blvd

HF1 Austin, TX 78717 #600
512-858-2702 Austin, TX 78717
TX Katherine Ideno and Andrew Yee Huntington Learning Center Katherine and Andrew Ideno
Lifelong Achievement Management, Inc. Pearland Shopping Plaza Lifelong Achievement Management, Inc.
Pearland, TX 3205 Fm 518 E. Broadway St Huntington Learning Center
December 26, 2006 Pearland, TX 77581 Pearland Shopping Plaza
IN0 281-485-3685 3205 Fm 518 E. Broadway Street
Pearland, TX 77581-4501
TX Michael and Megan McClure Huntington Learning Center Michael and Megan McClure
M & M Educational Services, Inc. 4961 Sweetwater Blvd. M & M Educational Services, Inc.
Sugar Land, TX Sugar Land, TX 77479 2302 Elmgate Drive
August 17, 2007 281-242-6222 Houston, TX 77080
MX1
TX John and Renee Pisklak Huntington Learning Center John and Renee Pisklak
RJP Educational Services, Inc. Hedwig Village Shopping Center RJP Educational Services, Inc.
Memorial, TX 9451 Katy Freeway 947 Highland Street
June 15, 2011 Houston, TX 77024 Houston, TX 77009
PJ0 713-933-2656
TX Kerry and Rana Modawell and Charlie Cox Huntington Learning Center Kerry, Rana and Charlie Modawell
KMod Enterprises, LLC Eldorado Square Kmod Enterprises, LLC
McKinney, TX 1651 West Eldorado Parkway 2217 Loon Lake Road
July 31, 2007 Suite 100 Denton, TX 76210
OW0 McKinney, TX 75069
972-369-0074
TX Nasiruddin and Deenar Nayani Huntington Learning Center Nasiruddin and Deenar Nayani
Plano-Legacy, TX 3020 Legacy Drive Huntington Learning Center
December 31, 2005 Suite 250 3020 Legacy Drive
NY0 Plano, TX 75023 Suite 250
972-801-9988 Plano, TX 75023
TX Joshua (Shifa) Cheng Huntington Learning Center Joshua (Shifa) Cheng

Paramount Academic Support, LLC 6202 Highway 6 Paramount Academic Support, LLC
Missouri City, TX Suite D 3723 Springhill Lane
July 19, 2011 Missouri City, TX 77459 Sugar Land, TX 77479
JV0 281-208-5803
TX Thomas Keith Rice Huntington Learning Center Tom Rice

San Antonio-Stone Oak, TX Stone Oak Crossing 2026 Via Vineda
March 05, 2007 19141 Stone Oak Parkway San Antonio, TX 78258
IC0 Suite 605
San Antonio, TX 78258
210-545-4222
TX Thomas Keith Rice Huntington Learning Center Thomas Rice
Envoy Enterprises, Inc. Fiesta Trails Shopping Center Envoy Enterprises, Inc.
San Antonio-De Zavala 5230 DeZavala Road 2026 Via Vineda
August 19, 2008 Suite 234 San Antonio, TX 78358
IC1 San Antonio, TX 78249
210-558-8188
TX Carolyn A. Saunders Huntington Learning Center Carolyn Saunders
CK Educational Services, L.L.C. 21945 D Katy Freeway CK Educational Services, L.L.C.
Katy, TX Katy, TX 77450 19615 Ember Sky Court
October 04, 1999 281-392-5800 Houston, TX 77094
SS1
TX Britt Trapnell Huntington Learning Center Britt Trapnell

TStar Development, Inc. 817 South MacArthur TStar Development, Inc.
Coppell, TX Suite 100 400 Timber Lake Drive
April 14, 2011 Coppell, TX 75019 Southlake, TX 76092

TP0 972-745-4343
TX Jeffrey and Michele Williams Huntington Learning Center Jeffrey and Michele Williams
JAS Academic Enterprises 2826 South Hulen Street JAS Academic Enterprises
Fort Worth, TX Fort Worth, TX 76109 6657 York Street
October 19, 2009 Fort Worth, TX 76132
YW0
TX Jeffrey and Michele Williams Huntington Learning Center Jeffrey and Michele Williams
SAJ Academic Enterprises, LLC Preston Forest Shopping Center SAJ Academic Enterprises, LLC
North Dallas, TX 11700 Preston Road 6657 York Street
September 01, 2010 Suite 728 Fort Worth, TX 76132
YW1 Dallas, TX 75230
214-363-4005
UT Daniel Burton and Paul Horstmeier Huntington Learning Center Daniel and Paul Burton/Horstmeier
HB Ventures, LLC 684 E 11400 South HB Ventures, LLC
Draper, UT Suite C 12924 West Elmspring St
September 16, 2009 Draper, UT 84020 Boise, ID 83713
QB3 801-495-9730
VA Victor Dandridge Huntington Learning Center VA111.001 Dandridge

Vitruvian Educational Resources, LLC Old Country Plaza Vitruvian Educational Resources, LLC
Roanoke 4341 Starkey Rd 2530 Pine Lane
December 14, 2009 Roanoke, VA 24018 Charlottesville, VA 22901
0C3
VA Victor Dandridge Huntington Learning Center Victor Dandridge

Vitruvian Educational Resources, LLC 116 Heaths Way Road Vitruvian Educational Resources, LLC
Midlothian, VA Midlothian, VA 23114 2530 Pine Lane
February 14, 2009 804-378-0754 Charlottesville, VA 22901
XD2
VA Victor Dandridge Huntington Learning Center Victor Dandridge

Vitruvian Educational Resources, LLC Old Country Plaza Vitruvian Educational Resources, LLC
Roanoke-South, VA 4341 Starkey Road 2530 Pine Lane
October 17, 2008 Roanoke, VA 24018 Charlottesville, VA 22901
XD0 540-774-0171
VA Eileen Fox, Kathy Segmuller, M. Wilcoski Huntington Learning Center Eileen, Kathy & Maureen Fox
4F Enterprises, Inc. 6371 Rolling Mill Place 4F Enterprises, Inc.
Springfield, VA Suite 103 PO Box 3315
July 21, 1994 Springfield, VA 22152 Annapolis, MD 21403
FX0 703-451-4467
VA Eileen Fox/K Segmuller/M. Wilcoski Huntington Learning Center Eileen and Kathleen Fox
4F Enterprises, Inc. 6472 Landsdown Centre 4F Enterprises, Inc.
Alexandria, VA Alexandria, VA 22315 PO Box 3315
February 01, 2002 703-541-0674 Annapolis, MD 21403
FX3
VA Clark Gaughan, Jeffrey and Janet Cummins Huntington Learning Center Clark, Jeff and Janet Gaughan
Quality Education Services of Tysons, In 8290-B Old Courthouse Road Quality Education Svcs of Tysons, Inc.
Tysons, VA Vienna, VA 22182 8235 Toll House Road
May 31, 2005 703-356-3433 Annandale, VA 22003
GA2
VA Akmal Khan Huntington Learning Center Akmal Khan

Sparkle Services, LLC 11268 James Stewart Circle Sparkle Services, LLC
Fairfax, VA Fairfax, VA 22030 7350 Lee Highway
December 10, 2010 703-359-4700 Falls Church, VA 22046
EK0
VA Monica Gourovitch and Jack Drogin Huntington Learning Center Monica and Jack Gourovitch
Ashburn, VA 44031 Ashburn Shopping Plaza 6507 Fallwind Lane

May 01, 2007 #107 Bethesda, MD 20817

UR0 Ashburn, VA 20147
571-223-1586
VA Roderick and Donna Isler Huntington Learning Center Roderick and Donna Isler
RodDon II, LLC 1440 Central Park Blvd. RodDon II, LLC
Fredericksburg, VA Suite 210 4196 Merchants Plaza #705
April 06, 2007 Fredericksburg, VA 22401 Lakeridge, VA 22192
IE1 540-548-8110
RodDon III, LLC 12379 Dillingham Square RodDon III, LLC
Lake Ridge, VA Lake Ridge, VA 22192 4196 Merchants Plaza #705
March 31, 2008 703-670-5289 Lake Ridge, VA 22192
IE2
RodDon IV, LLC Future Site RodDon IV, LLC
Warrenton, VA 4196 Merchants Plaza #705
October 27, 2008 Lakeridge, VA 22192
IE3
RodDon, LLC Canterbury Shopping Plaza RodDon, LLC
Manassas, VA 8663 Sudley Road 4196 Merchants Plaza #705
April 14, 2005 Manassas, VA 20110 Lakeridge, VA 22192
IE0 703-331-0005
VA Roderick and Donna Isler Huntington Learning Center Rod and Donna Isler
RodDon VI, LLC 10051 Jefferson Davis Highway RodDon VI, LLC
Spotsylvania, VA Fredericksburg, VA 22407 4196 Merchants Plaza #705
August 19, 2011 540-710-2277 Lakeridge, VA 22192
IE5
VA Roderick and Donna Isler Huntington Learning Center Rod and Donna Isler
RodDon V, LLC 50 Dunn Drive RodDon VI, LLC
Stafford, VA Stafford, VA 22556 4196 Merchants Plaza #705
October 15, 2010 540-228-3337 Lakeridge, VA 22192
IE4
VA Akmal Khan Huntington Learning Center Akmal Khan

Sparkle Services, LLC 9653 Fairfax Blvd. Sparkle Services, LLC
Fairfax, VA Fairfax, VA 22030 7350 Lee Hwy., #202
December 10, 2010 703-359-4700 Falls Church, VA 22046
EK0
VA Wendy McCoy, Waverly and Janice Smith Huntington Learning Center Wendy, Waverly and Janice McCoy/Smith
F.A.C.T. Organization, LLC 2125 Starmount Parkway F.A.C.T. Organization, LLC
Chesapeake, VA Unit 123 5846 Woodside Lane
April 30, 2009 Chesapeake, VA 23321 Portsmouth, VA 23703
QW0 757-673-2701
VA Melvin and Pamela Mitchell Huntington Learning Center Melvin and Pamela Mitchell
Mitchell Holdings IV, LLC 5300 Kempsriver Drive Mitchell Holdings III, LLC
Kempsville, VA Suite 124 11918 Dunnottar Terrace
December 09, 2008 Virginia Beach, VA 23464 Chesterfield, VA 23838
VM2 757-366-5491
Mitchell Holdings III, LLC 11717 B Jefferson Avenue Mitchell Holdings III, LLC
Newport News, VA Newport News, VA 23606 11918 Dunnottar Terrace
December 09, 2008 757-599-5917 Chesterfield, VA 23838
VM3

Mitchell Holdings II, LLC 8005 Mechanicsville Turnpike Mitchell Holdings II, LLC
Mechanicsvile, VA Mechanicsville, VA 23111 11918 Dunnottar Terrace
May 14, 2008 804-559-4751 Chesterfield, VA 23838
VM1
Mitchell Holdings, LLC Breckenridge Plaza Mitchell Holdings, LLC
Chester, VA 12748 Jefferson Davis Highway 11918 Dunnottar Terrace
June 28, 2006 Chester, VA 23831 Chesterfield, VA 23838
VM0 804-796-5500
VA Michael and Kathleen Steele Huntington Learning Center Mike and Kathleen Steele
Ovensen Educational Resources, Inc. 630 Berkmar Circle Ovensen Educational Resources, Inc.
Charlottesville, VA Charlottesville, VA 22901 Huntington Learning Center
January 24, 2007 434-978-4603 630 Berkmar Circle
OT0 Charlottesville, VA 22901
VA Charles Tysinger Huntington Learning Center Charles Tysinger

McTaft, Inc. 10138 West Broad Street McTaft, Inc.
Glen Allen, VA Glen Allen, VA 23060 Huntington Learning Center
July 24, 2006 804-270-0030 10138 West Broad Street
TY0 Glen Allen, VA 23060
WA Erica Hwang Huntington Learning Center Erica Hwang

World Serve Education, LLC Lakewood Pavilion World Serve Education, LLC
Lakewood, WA 5700-100th St. SW Huntington Learning Center
September 30, 2008 Suite 400 Lakewood Pavilion
QH0 Lakewood, WA 98499 5700-100th St. SW, Suite 400
253-582-4901 Lakewood, WA 98499
WA Brian Riddick and Michael Volk Huntington Learning Center Brian and Michael Riddick
VR Ventures, LLC 1460 NW Gilman Blvd. VR Ventures, LLC
Issaquah, WA Issaquah, WA 98027 10117 West Lariat Dr
December 31, 2005 425-391-0348 Boise, ID 83703
RK1
WA Brian Riddick and Michael Volk Huntington Learning Center Brian and Mike Riddick
VR Ventures, LLC Evergreen Village VR Ventures, LLC
Bellevue, WA 1915 140th Avenue N E 10117 West Lariat Dr
June 26, 2007 Suite D3 Boise, ID 83703
RK2 Bellevue, WA 98005
425-643-9938
WI George, Ramona, Tobias & Jennell Kinsler Huntington Learning Center George, Ramona, Toby & Jennell Kinsler
Monona George LLC 400 Interlake Drive Monona George LLC
Monona, WI Monona, WI 53716 Huntington Learning Center
July 11, 2006 608-223-0273 400 Interlake Drive
GK0 Monona, WI 53716
WI George, Ramona, Tobias, Jennell Kinsler Huntington Learning Center George, Ramona, Tobias & Jen Kinsler
Sun Prairie George, LLC Future Site Sun Prairie George, LLC
Sun Prairie, WI Huntington Learning Center
June 30, 2008 400 Interlake Drive
WI George and Jennell Kinsler/T & R Kinsler Huntington Learning Center George, Jennell, Toby & Ramona Kinsler
Middleton George LLC 6661 University Avenue Middleton George LLC
Middleton, WI Middleton, WI 53562 Huntington Learning Center
March 17, 2008 400 Interlake Drive
WI Douglas and Barbara Wickert Huntington Learning Center Doug and Barbara Wickert
Educan Services, Inc. Pabst Farms Market Place Educan Services, Inc.
Oconomowoc, WI 1370 Pabst Farms Circle Huntington Learning Center
March 28, 2006 Suite 360 Pabst Farms Market Place
WC0 Oconomowoc, WI 53066 1370 Pabst Farms Circle, Suite 360

262-200-2122 Oconomowoc, WI 53066

EXHIBIT N TO THE FRANCHISE DISCLOSURE DOCUMENT
FORMER FRANCHISEES
This exhibit lists the name, city, and state and current phone number (or, if unknown, the last known
home telephone number) of every franchisee who has had a Center terminated, canceled, not renewed,
or who otherwise voluntarily or involuntarily ceased to do business under the franchise agreement
during the most recently completed fiscal year or who has not communicated with us within 10 weeks
of the application date:
Former Franchisees
Year Name, city, state, and phone number Comment
2011 Daniel Burton and Paul Horstmeier In 2011, the franchisee was reasonably known by
Boise‐Overland, ID Huntington to have ceased doing business in the System.
208‐938‐8284
2011 Kevin and Carla Hamilton In 2011, the franchisee was reasonably known by
Douglasville, GA Huntington to have ceased doing business in the System.
678‐261‐8213
2011 Robert and Barbara Harris In 2011, the franchisee was reasonably known by
Woolwich, NJ Huntington to have ceased doing business in the System.
856‐423‐7490
2011 Richard and Susan Luchik In 2011, the franchisee was reasonably known by
Roswell, GA Huntington to have ceased doing business in the System.
678‐965‐6741
2011 Anthony and Rosalynd McWhorter & In 2011, the franchisee was reasonably known by
Zena Smith Huntington to have ceased doing business in the System.
Olympia Fields, IL
708‐799‐7455
2011 Christine Matta In 2011, the franchisee was reasonably known by
New Milford, CT Huntington to have ceased doing business in the System.
860‐355‐4540
2011 Curtis and Kristine Norton In 2011, the franchisee was reasonably known by
Coon Rapids, MN Huntington to have ceased doing business in the System.
952‐476‐7935
2011 Grant Etter In 2011, the franchisee was reasonably known by
Lancaster, PA Huntington to have ceased doing business in the System.
717‐860‐1981
2011 Grant Etter In 2011, the franchisee was reasonably known by
Mechanicsburg, PA Huntington to have ceased doing business in the System.
717‐860‐1981
2011 Frank and Tanya Moore In 2011, the franchisee was reasonably known by
Burlington, NC Huntington to have ceased doing business in the System.
336‐603‐4354
2011 Michael Ritonia In 2011, the franchisee was reasonably known by
Leesburg, VA Huntington to have ceased doing business in the System.
540‐687‐6120
2011 Michael and Megan McClure In 2011, the franchisee voluntarily ceased to do business
Memorial, TX under the franchise agreement and transferred the center
713‐722‐9674 to a new franchisee.

Former Franchisees
2011 Michael and Janet Osborne In 2011, the franchisee was reasonably known by
Webster, TX Huntington to have ceased doing business in the System.
2011 Walter Ingram In 2011, the franchisee voluntarily ceased to do business
Florence, KY under the franchise agreement and transferred the center
2011 Christopher Tozzo In 2011, the franchisee was reasonably known by
Glendale, AZ Huntington to have ceased doing business in the System.
917‐664‐8251
2011 Paige Everett In 2011, the franchisee was reasonably known by
Gainesville, FL Huntington to have ceased doing business in the System.
386‐457‐3736
2011 Marilyn Toscano In 2011, the franchisee was reasonably known by
Palm Beach Gardens, FL Huntington to have ceased doing business in the System.
954‐946‐0032
2011 Everette Penn In 2011, the franchisee voluntarily ceased to do business
Missouri City, TX under the franchise agreement and transferred the center
2011 Dawn Wiley In 2011, the franchisee voluntarily ceased to do business
Spotsylvania, VA under the franchise agreement and transferred the center
2011 Dan Burton and Paul Horstmeier In 2011, the franchisee voluntarily ceased to do business
Eagle, ID under the franchise agreement and transferred the center
2011 Hugh and Ann Burger In 2011, the franchisee was reasonably known by
Cartersville, GA Huntington to have ceased doing business in the System.
770‐893‐4917
2011 Duane Astling In 2011, the franchisee was reasonably known by
Elgin, IL Huntington to have ceased doing business in the System.
630‐518‐1540
2011 Wayne Sutcliffe, Sr. In 2011, the franchisee was reasonably known by
Lancaster, NY Huntington to have ceased doing business in the System.
716‐689‐4092
2011 Richard and Maryruth Wilson In 2011, the franchisee was reasonably known by
Temecula, CA Huntington to have ceased doing business in the System.
951‐473‐7990
2011 Richard Goosmann In 2011, the franchisee voluntarily ceased to do business
Cupertino, CA under the franchise agreement and transferred the center
2011 Douglas and Trinh Henson In 2011, the franchisee was reasonably known by
Phoenix, AZ Huntington to have ceased doing business in the System.
480‐219‐8362
2011 Monica Gourovitch and Jack Drogin In 2011, the franchisee was reasonably known by
Herndon, VA Huntington to have ceased doing business in the System.
301‐320‐5644
2011 Farrukh and Naheed Mazhar In 2011, the franchisee voluntarily ceased to do business
Glen Ellyn, IL under the franchise agreement and transferred the center

Former Franchisees
2011 Nancy Linden In 2011, the franchisee voluntarily ceased to do business
Barrington, IL under the franchise agreement and transferred the center
2011 Dan Burton and Paul Horstmeier In 2011, the franchisee was reasonably known by
Midvale, UT Huntington to have ceased doing business in the System.
208‐938‐8284
2011

EXHIBIT O TO THE FRANCHISE DISCLOSURE DOCUMENT
FRANCHISEES WHO HAVE SIGNED A DEVELOPMENT AGREEMENT
Franchisees Who Have Signed a Development Agreement

As of December 31, 2011
Franchisee name; corporate name Franchisee address Area State
None

EXHIBIT P TO THE FRANCHISE DISCLOSURE DOCUMENT
UNITED STATES STATE DEPARTMENTS OF EDUCATION
United States State Departments Of Education

State Address Phone Number
Alabama Alabama Department of Education (334) 242‐9700
General Counsel
50 North Ripley Street
5103 Gordon Persons Bldg.
P.O. Box 302101
Montgomery, AL 36130‐2101
Alaska Alaska Department of Education (907) 465‐2800
801 West 10th, Suite 200
P.O. ox 11050
Juneau, AK 99811‐0500
Arizona Arizona Department of Education (602) 542‐5393
Attorney General (800) 352‐4558
1535 West Jefferson
Phoenix, AZ 85007
Arkansas Arkansas Department of Education (501) 682‐4475
Attorneys Office
Four State Capitol Mall
Little Rock, AR 72201
ADECommunications@arkansas.gov
California California Department of Education (916) 319‐0800
Legal Office
1430 N. St.
Sacramento, CA 95814‐5901
Colorado Colorado Department of Education (303) 866‐6600
State Attorney General Office
201 East Colfax Avenue
Denver, CO 80203‐1799
Connecticut Connecticut Department of Education (860) 713‐6543
Commissioner of Education
Office of Legal and Governmental Affairs
165 Capitol Avenue
Hartford, CT 06106
Delaware Delaware Department of Education (302) 735‐4000
Department of Education
Attorney General
Townsend Bldg.
401 Federal St.
Dover, DE 19901
Florida Florida Department of Education (850) 245‐0505
General Counsel
325 W. Gaines Street
The Turlington Bldg, Suite 1244
Tallahassee, FL 32399‐0400
Georgia Georgia Department of Education (404) 656‐2800
Legal Services
2053 Twin Towers East
205 Jesse Hill Jr. Drive SE
Atlanta, GA 30334
State.Superintendant@doe.K12.ga.us


Hawaii Hawaii State Department of Education (808) 586‐3349
Attorney General Office
1390 Miller Street
Honolulu, HI 96804
BOE_Hawaii@notes.K12.hi.us
Idaho Idaho State Department of Education (208) 332‐6800
Superintendent of Public Instruction
P.O. Box 83720
650 West State
Lynden B. Jordan Bldg.
Boise, ID 83720‐0027
Illinois Illinois State Board of Education (312) 814‐2220
100 North First Street
Springfield, IL 62777‐0001
Indiana State Department of Education (317) 232‐6610
Indiana Legal Department
Room 229, State House
Indianapolis, IN 46204‐2798
Iowa Iowa Department of Education (515) 281‐5294
Grimes State Office Building, 400 E. 14th St.
Des Moines, IA 50319‐0146
Kansas Kansas State Department of Education (785) 296‐3201
Legal Division
120 Southeast Tenth Avenue
Topeka, KS 66612‐1182
Contact@ksde.org
Kentucky Kentucky Department of Education (502) 564‐4770
Office of Legal Services
1st Floor Capital Plaza Tower
500 Mero Street
Frankfort, KY 40601
Melissa.Terrell@education.ky.gov
Louisiana Louisiana Department of Education (225) 342‐3336
Legal Office
PO Box 94064
1201 North Third Street
Baton Rouge, LA 70804‐9064
Customerservice@la.gov
Maine Maine State Department of Education (207) 624‐6600
23 State House Station (877) 453‐2721
Augusta, ME 04333‐0023
Maryland Maryland State Department of Education (410) 767‐0600
200 West Baltimore Street
Baltimore, MD 21201‐2595
Massachusetts Massachusetts Department of Education (781) 338‐3000
Legal Office
75 Pleasant Street
Malden, MA 02148‐4906
Michigan Michigan State Department of Education (517) 373‐3324
Legislation Division
P.O. Box 30008
608 W. Allegan St.
Lansing, MI 48909


Minnesota Minnesota State Department of Education (651) 582‐8200
1500 Hwy. 36 West
Roseville, MN 55113‐4266
Mississippi Mississippi Department of Education (601) 359‐3513
Attorney General Office,
P.O. Box 771
Jackson, MS 39205
Askmde@mde.K12.ms.us
Missouri Missouri State Department of Education (573) 751‐4212
205 Jefferson Street
P.O. Box 480
Jefferson City, MO 65102‐0480
publicinfo@dese.mo.gov
Montana Montana State Department of Education (406) 444‐0169
Office of Public Instruction
1227 11th Avenue
Helena, MT 59620
Nebraska Nebraska State Department of Education (402) 471‐2295
Legal Counsel
301 Centennial Mall South
P.O. Box 94987
Lincoln, NE 68509‐4987
Nevada Nevada Department of Education (775) 687‐9200
Carson City Main
700 E. Fifth Street
Carson City, NV 89701‐4717
New Hampshire New Hampshire State Department of Education (603) 271‐3494
101 Pleasant Street
Concord, NH 03301‐3860
New Jersey New Jersey State Department of Education (609) 292‐4469
Legislative Services (877) 900‐6960
100 Riverview Plaza, Route 29
P.O. Box 500
Trenton, NJ 08625‐0500
New Mexico New Mexico Department of Education (505) 827‐6330
Legal Division (505) 827‐5800
Education Building‐Jerry Apodaca
300 Don Gaspar Avenue
Santa Fe, NM 87501‐2786
New York New York State Education Department (518) 474‐3852
Office of Counsel
State Education Building, Room 148EB
89 Washington Avenue
Albany, NY 12234
North Carolina North Carolina Department of Public Instruction (919) 807‐3300
Legal Services
301 North Wilmington Street
Raleigh, NC 27601‐2825
North Dakota North Dakota Department of Public Instruction (701) 328‐2260
Legislative Counsel
State Capital
600 East Boulevard Avenue, Dept. 201
Bismarck, ND 58505‐0440


Ohio State Department of Education (614) 995‐1545
Legal Division (877) 644‐6338
25 South Front Street, Mail Stop 707
Columbus, Ohio 43215‐4183
Oklahoma Oklahoma State Department of Education (405) 521‐3301
Legal Division
2500 N. Lincoln Boulevard
Oklahoma City, OK 73105‐4599
Oregon Oregon Department of Education (503) 947‐5600
Legal Department
Public Service Building
255 Capitol Street NE
Salem, OR 97310‐0203
Pennsylvania Pennsylvania Department of Education (717) 783‐6788
Legal Counsel
333 Market Street, 9th Floor
Harrisburg, PA 17126‐0333
Rhode Island Rhode Island Department of Elementary and Secondary (401) 222‐4600
Education
Legal Office
255 Westminster Street, 4th Floor
Providence, RI 02903
South Carolina South Carolina State Department of Education (803) 734‐8500
General Counsel Service
Rutledge Building, Rm. 1015
1429 Senate Street
Columbia, SC 29201
South Dakota South Dakota Department of Education (605) 773‐3134
Kaneip Bldg.
800 Govenor’s Drive
Pierre, SD 57501
Tennessee Tennessee State Department of Education (615) 741‐2731
General Counsel
Andrew Johnson Tower
710 James Robertson Pkwy, 6th Floor
Nashville, TN 37243‐1219
Education.comments@tn.gov
Texas Texas Education Agency (512) 463‐9734
Legal Services
William B. Travis Building
1701 N. Congress Avenue
Austin, TX 78701‐1494
Utah Utah Office of Education (801) 538‐7500
Legal Services/Community Legal Ctr.
250 East 500 South
P.O. Box 144200
Salt Lake City, UT 84114‐4200
Vermont Vermont State Department of Education (802) 828‐3135
Legal Division
120 State Street
Montpelier, VT 05620‐2501
DOE‐EdInfo@state.vt.us


Virginia Virginia Department of Education (804) 225‐2020
James Monroe Blvd.
101 North 14th St.
Richmond, VA 23219
Washington Washington Department of Public Instruction (360) 725‐6000
Legal Services
Old Capital Building
600 Washington Street S.E.
P.O. Box 47200
Olympia, WA 98504‐7200
West Virginia West Virginia Department of Education (304) 558‐3667
Legal Services
1900 Kanawha Boulevard East
Capitol Complex Building 6, Room 362
Charleston, WV 25305
Wisconsin Wisconsin Department of Public Instruction (800) 441‐4563
Office of Legal Services
P.O. Box 7841
125 S. Webster Street
Madison, WI 53707‐7841
Wyoming Wyoming State Department of Education (307) 777‐7690
Hathaway Bldg., 2nd Floor
2300 Capital Avenue
Cheyenne, WY 82002‐0050

EXHIBIT Q TO THE FRANCHISE DISCLOSURE DOCUMENT
FRANCHISOR’S AGENTS FOR SERVICE OF PROCESS AND STATE FRANCHISE ADMINISTRATORS
State Our Agent for Service of Process State Franchise Administrators

California Commissioner of Corporations Commissioner of Corporations
Department of Corporations Department of Corporations
320 West 4th Street 320 West 4th Street
Suite 750 Suite 750
Los Angeles, CA 90013 Los Angeles, CA 90013
1‐866‐275‐2677 1‐866‐275‐2677
Hawaii Director of Commerce and Consumer Affairs Director of Commerce and Consumer Affairs
Business Registration Division 10335 Merchant Street
335 Merchant Street Honolulu, HI 96813
Honolulu, HI 96813
Illinois Attorney General of the State of Illinois Illinois Attorney General
500 South Second Street Franchise Division
Springfield, IL 62706 500 South Second Street
Springfield, IL 62706
Indiana Securities Commissions Secretary of State
Indiana Securities Division Franchise Section
Secretary of State 302 West Washington Street
302 West Washington Street Room E‐111
Room E‐111 Indianapolis, IN 46204
Indianapolis, IN 46204
Kentucky Commonwealth of Kentucky Commonwealth of Kentucky
Office of the Attorney General Office of the Attorney General
Consumer Protection Division Consumer Protection Division
1024 Capital Center Drive 1024 Capital Center Drive
P.O. Box 2000 P.O. Box 2000
Frankfort, KY 40602 Frankfort, KY 40602
Maryland Securities Commissioner Office of the Attorney General
Maryland Division of Securities Division of Securities
Office of the Attorney General of Securities Division 200 Saint Paul Place, 20th Floor
200 Saint Paul Place, 20th Floor Baltimore, MD 21202‐2021
Baltimore, MD 21202‐2021
Michigan Franchise Administrator Franchise Administrator
Consumer Protection Division, Franchise Unit Consumer Protection Division, Franchise Unit
Michigan Department of Attorney General Michigan Department of Attorney General
670 Law Building 670 Law Building
Lansing, MI 48913 Lansing, MI 48913
Minnesota Commissioner of Commerce Commissioner of Commerce
Department of Commerce Department of Commerce
85 7th Place East, Suite 500 85 7th Place East, Suite 500
St. Paul, MN 55101 St. Paul, MN 55101
Nebraska Nebraska Department of Banking and Finance Nebraska Department of Banking and Finance
Bureau of Securities/Financial Institutions Division Bureau of Securities/Financial Institutions Division
Commerce Court Commerce Court
1230 “O” Street 1230 “O” Street
Suite 400 Suite 400
Lincoln, NE 68508 Lincoln, NE 68508

State Our Agent for Service of Process State Franchise Administrators

New York Secretary of State Attorney General
162 Washington Avenue Bureau of Investor Protection and Securities
Albany, NY 10271 New York State Department of Law
120 Broadway, 23rd Floor
New York, NY 10271
North Securities Commissioner Securities Commissioner
Dakota Office of Securities Commissioner Office of Securities Commissioner
Capitol Bldg., 5th Floor Capitol Bldg., 5th Floor
600 East Boulevard Avenue 600 East Boulevard Avenue
Bismarck, ND 58505 Bismarck, ND 58505
Rhode Director of Business Regulation Associate Director and Superintendent of Securities
Island Department of Business Regulation Division of Securities
Building 69‐1 Building 69‐1
John O. Pastore Center 1511 Pontiac Avenue
1511 Pontiac Avenue Cranston, Rhode Island 02910
Cranston, Rhode Island 02910
South Director of Division of Securities Franchise Administrator
Dakota Division of Securities Division of Securities
445 East Capitol Avenue 445 East Capitol Avenue
Pierre, SD 57501 Pierre, SD 57501
Texas Statutory Document Section Statutory Document Section
Secretary of State Secretary of State
P.O. Box 12887 P.O. Box 12887
Austin, 78711 Austin, 78711
Virginia Clerk Chief Examiner
State Corporation Commission State Corporation Commission
1300 East Main Street, 1st Floor 1300 East Main Street, 9th Floor
Richmond, VA 23219 Richmond, VA 23219
Washington Director of Financial Institutions Securities Administrator
Department of Financial Institutions Department of Financial Institutions
Securities Division – 3rd Floor Securities Division – 3rd Floor
150 Israel Road, S.W. 150 Israel Road, S.W.
Tumwater, Washington 98501 Tumwater, Washington 98501
Wisconsin Securities Administrators Franchise Registration Division

Franchise Registration Division Office of the Wisconsin Commissioner of Securities
Office of the Wisconsin Commissioner of Securities 101 East Wilson Street
101 East Wilson Street Madison, WI 53702
Madison, WI 53702

EXHIBIT R TO THE FRANCHISE DISCLOSURE DOCUMENT
MINIMUM INSURANCE REQUIREMENTS
As of December 31, 2011
This table presents the minimum insurance required for a franchised Huntington Learning Centers®.
Item/Insurance Coverage Coverage Amount

Property Limit (Includes Glass) $65,000
Business Interruption $250,000
Property Deductible $500
Earthquake $65,000
Accounts Receivables $25,000
Valuable Records $25,000
Money and Securities Inside/Outside $10,000
Employee Dishonesty $10,000
Backup of Sewer or Drains $10,000
Workman’s Compensation Statutory Limits
Employer Liability $500,000
General Liability/Educations Legal Liability per Occurrence $1,000,000
General Liability/Educators Legal Liability Aggregate $2,000,000
Products Liability Aggregate $2,000,000
Personal and Advertising Injury $1,000,000
Abuse and Molestation $500,000
Fire Legal/Liability $100,000
Medical Payments $5,000
Hired and None‐Owned Auto Liability $1,000,000
Before you begin any operations under the Franchise Agreement you must obtain an insurance policy or policies
insuring you, us, and your and our respective present and past officers, directors, partners, agents, and employees
against any demand or claim with respect to personal injury, death, or property damage, or any loss, liability, or
expense whatsoever arising or occurring upon, or in connection with, the Franchised Business. You must maintain
this insurance in full force and effect continually during the term of the Franchise Agreement. You must obtain
and maintain this insurance at your sole expense. We have the right to modify, add to, or delete from, these
insurance requirements from time to time in writing. We do not represent that this insurance will insure you
against any insurable risk.
Each insurance policy and all certificates of insurance covering the Franchised Business shall name us as an
additional insured and shall provide that we be given at least 10 days written notice of any termination,
amendment, cancellation, or modification of any of your policies. You must provide us and our designee with
certificates of insurance evidencing such insurance (a) no later than 10 days before you begin operating the
Franchised Business; (b) after any modification of, addition to, or deletion from, this insurance; (c) within 60 days
after the end of each calendar year; (d) upon renewal of this insurance; (e) 30 days before this insurance’s
expiration date; and (f) immediately upon our written request.
Your obligation to obtain and maintain the insurance in the amounts specified above or otherwise in writing shall
not be limited in any way by reason of any insurance that we may maintain.

EXHIBIT S TO THE FRANCHISE DISCLOSURE DOCUMENT
REVIEW OF THE CONFIDENTIAL OPERATING MANUAL

Two copies of this exhibit are in this Franchise Disclosure Document. Complete and sign both copies when you
review the Confidential Operating Manual. Give one copy to Huntington Learning Centers, Inc. Keep the other
copy for your records.
For the Franchisee and myself, I observed the Franchisor’s Confidential Operating Manual on the below date:
Name of Franchisee:
Print your name Signature Date

Two copies of this exhibit are in this Franchise Disclosure Document. Complete and sign both copies when you
review the Confidential Operating Manual. Give one copy to Huntington Learning Centers, Inc. Keep the other
copy for your records.
For the Franchisee and myself, I observed the Franchisor’s Confidential Operating Manual on the below date:
Name of Franchisee:

EXHIBIT T TO THE FRANCHISE DISCLOSURE DOCUMENT
These specifications and prices are good through July 31, 2012. Huntington Software Fees are not included and
are billed separately.
Technology Item Quantity Price Each Price

PC (Dell tower Optiplex 390 or better) 1 $1,083 $1083
Laptop (Dell Latitude E6420 or better) 1 $1,450 $1,450
Firewall (Linksys Cable/DSL Router/Firewall) 1 $80 $80
Battery Backup (APC 650VA UPS Battery Backup, or better) 1 $87 $87
Network Cables (Cat5e , 14' length) 4 $6 $24
Microsoft Office Professional 2007 or later (Word, Excel, Outlook) 2 $80 $160
Virus and Spyware Protection (Norton Anti‐Virus Suite) 2 $42 $84
Accounting Application (QuickBooks Pro) 1 $220 $220
Sybase Licensing Fees (covers 1‐5 computers running LCOS) 1 $769 $769
HP 2055DN LaserJet High Speed Printer or better 1 $390 $390
Laser Printer Toner Cartridge 1 $95 $95
HP 3 Yr Next Day Replacement Warranty 1 $69 $69
Printer/Scanner/Copier/Fax (Brother 8480DN) 1 $440 $440
Printer Warranty (Brother 2 Yr Next Day Replacement) 1 $138 $138
Printer Toner (Brother 8480DN) 1 $64 $64
Multifunction Drum Unit (Brother 8480DN) 1 $139 $139
Printer Cable (USB, 10' length) 1 $6 $6
Subtotal $5,292
NJ Tax at 7% for above items $370
Setup Labor Hours (installation and configuration of software) 8 $75 $600
Shipping to Setup Location and then Franchisee 2 $165 $330
Total $6,592
Here is how the startup package ordering and order fulfillment process works:
1. Complete and submit this PO, along send payment via check or Electronic Funds Transfer (EFT).
2. Corporate IT obtains and sets up the package you ordered, configuring it for your center.
3. Within approximately 15 business days after we receive your order, or at the time when you are ready to
receive the package, we ship you the package. A diagram is included depicting the layout of the
computers and peripherals, so that you know how to connect the parts received. All username and
password information is included in the set of documents that will accompany the equipment.
4. Within 7 business days of your receipt of the package, you connect all of the components as directed,
then power on the systems. It is your responsibility to test all equipment within this time period, with
corporate IT available to assist during this period. Any questions, concerns, or defects must be
communicated to the Corporate IT department within this time period.
5. Following the initial 7 business days following receipt of the package, technical support is from the
manufacturer of the specific equipment. Below is a list of the manufacturers:
Item Manufacturer – web site

Desktop Computers Dell – www.dell.com/support
Cable/DSL Router Linksys – www.linksys.com/support
APC UPS Battery Backup APC, Inc – www.apc.com/support
MS Office 2007 Microsoft Corporation – www.microsoft.com/support
Norton Antivirus Symantec, Inc – www.symantec.com/support
Quickbooks Pro Intuit, Inc – www.intuit.com/support
Corporate IT department continues to support Outlook connectivity to the company email (Exchange) server and
other online Huntington applications, as well as all LCOS and eInquiry related issues after the initial 7 business day

period.
Questions about this package can be sent to the IT Help Desk using the link on the company Extranet.
I have read this purchase order, understand and accept its terms and conditions, and agree to purchase the
Huntington IT Startup Package.
Print name:
Signature:
Date of order:
Ship to address:
Fax this form to Corporate IT at (800) 509‐9627 with your payment via check or Electronic Funds Transfer (EFT).

EXHIBIT U TO THE FRANCHISE DISCLOSURE DOCUMENT
State Addenda

ADDENDUM TO THE HUNTINGTON LEARNING CENTERS, INC.

REQUIRED BY THE STATE OF MICHIGAN
NOTICE 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 the franchise documents, the provision are void and cannot be
enforced against you.
Each of the following provisions is void and unenforceable if contained in any document relating to a
franchise:
(a) A prohibition on 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 agreement 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 such 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 franchise 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 advance 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 qualifications or standards.
(ii) The fact that the proposed transferee is a competitor of the franchisor or
subfranchisor.
(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.
(h) 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 (c).
(i) A provision which permits the franchisor to directly or indirectly convey, assign, or
otherwise transfer its obligation 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 Michigan Department of Attorney
General, 670 Law Building, Lansing, Michigan 48913, (517) 373‐7117.


REQUIRED BY THE STATE OF MINNESOTA
Notwithstanding anything to the contrary set forth in the Franchise Agreement and Franchise Disclosure
Document, the following provisions supersede and apply to all franchises offered and sold in the State of
Minnesota:
1. Item 13 of the Franchise Disclosure Document shall be supplemented by the addition of the
following language:
If the Franchisor determines that you have used the Marks in accordance with
the Franchise Agreement, the Franchisor will defend you against any third‐party
claim, suit, or demand arising out of your use of the Marks, and the cost of the
defense, including the cost of any judgment or settlement, will be borne by the
Franchisor. Nothing in the Franchise Agreement, however, obligates the
Franchisor to defend you against a third‐party claim of prior use.
2. Item 17(v) and 17(w) of the Franchise Disclosure Document shall be supplemented by the
addition of the following language:
Minnesota Statutes, Section 80C.21 and Minnesota Rule 2860.4400(J) prohibit

the franchisor from requiring litigation to be conducted outside Minnesota,
requiring waiver of a jury trial, or requiring the franchisee to consent to
liquidated damages, termination penalties or judgment notes. In addition,
nothing in the Franchise Disclosure Document or agreements can abrogate or
reduce any of franchisee’s rights as provided for in Minnesota Statutes, Chapter
80C, or franchisee’s rights to any procedure, forum, or remedies provided for by
the laws of the jurisdiction.
3. Item 17(g) and 17(l) of the Franchise Disclosure Document shall be supplemented by the
addition of the following language:
With respect to franchises governed by Minnesota law, the franchisor will

comply with Minnesota Statutes, Section 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 non‐
renewal of the franchise agreement; and that consent to the transfer of the
franchise will not be unreasonably withheld.

IN WITNESS WHEREOF, you and the Franchisor have executed this Amendment to the Franchise
Disclosure Document on the following date: _____________________________________________

For the Franchisee (This is executed by all individuals comprising the Franchisee, if the Franchisee is an
individual; or all officers of the corporation, if the Franchisee is a corporation; or all partners or members,
if the Franchisee is a partnership or limited liability company.)
Name of Franchisee:
___________________________________________________________________________

AMENDMENT TO THE HUNTINGTON LEARNING CENTERS, INC.

FRANCHISE AGREEMENT
In recognition of the requirements of the Minnesota Franchise Act, Minn. Stat. §§ 80C.01 through
80C.22, and the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of
Commerce, Minn. Rules §§ 2860.0100 through 2860.9930, the parties to the Huntington Learning
Centers, Inc. Franchise Agreement (the "Franchise Agreement") agree as follows:
1. Paragraphs 3.1, 14.2, and 15.2 of the Franchise Agreement shall be supplemented by the addition of
the following language at the end of each Paragraph:
With respect to franchises governed by Minnesota law, the franchisor

will comply with Minnesota Statutes, Section 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 non‐renewal of the franchise agreement; and that consent to
the transfer of the franchise will not be unreasonably withheld.
2. Paragraph 9.3 of the Franchise Agreement shall be supplemented by the addition of the following
language at the end of the Paragraph:
If the Franchisor determines that you have used the Marks in

accordance with this Agreement, the Franchisor will defend you against
any third‐party claim, suit, or demand arising out of your use of the
Marks, and the cost of the defense, including the cost of any judgment
or settlement, will be borne by the Franchisor. Nothing in this
Agreement, however, obligates the Franchisor to defend you against a
third‐party claim of prior use.
Minnesota Statutes, Section 80C.21 and Minnesota Rule 2860.4400(J)

prohibit the franchisor from requiring litigation to be conducted outside
Minnesota, requiring waiver of a jury trial, or requiring the franchisee to
consent to liquidated damages, termination penalties or judgment notes.
In addition, nothing in the Franchise Disclosure Document or agreements
can abrogate or reduce any of franchisee’s rights as provided for in
Minnesota Statutes, Chapter 80C, or franchisee’s rights to any procedure,
forum, or remedies provided for by the laws of the jurisdiction.
Pursuant to Minn. Stat. § 80C.17 (subd. 5), this Paragraph 24.4 shall not
in any way abrogate or reduce the time period for bringing a civil action
under Minn. Stat. § 80C.17.
5. Paragraph 24.5 of the Franchise Agreement shall be deleted in its entirety and have no force or

effect.
6. Each provision of this Amendment shall be effective only to the extent, with respect to such
provision, that the jurisdictional requirements of the Minnesota Franchise Act, Minn. Stat. §§ 80C.01
through 80C.22, and the Rules and Regulations promulgated thereunder by the Minnesota
Commissioner of Commerce, Minn. Rules §§ 2860.0100 through 2860.9930, are met independently
without reference to this Amendment.
IN WITNESS WHEREOF, you and the Franchisor have executed this Amendment to the Franchise
Agreement on the following date: __________________________________________________

Name of Franchisee:
___________________________________________________________________________


DEVELOPMENT AGREEMENT
In recognition of the requirements of the Minnesota Franchise Act, Minn. Stat. §§ 80C.01 through
80C.22, and the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of
Commerce, Minn. Rules §§ 2860.0100 through 2860.9930, the parties to the Huntington Learning
Centers, Inc. Development Agreement (the "Development Agreement") agree as follows:
1. Paragraph 10.1 of the Development Agreement shall be supplemented by the addition of the
following language at the end of the Paragraph:
Minnesota Statutes, Section 80C.21 and Minnesota Rule 2860.4400(J)

prohibit the franchisor from requiring litigation to be conducted outside
Minnesota, requiring waiver of a jury trial, or requiring the franchisee to
consent to liquidated damages, termination penalties or judgment
notes. In addition, nothing in the Franchise Disclosure Document or
agreements can abrogate or reduce any of franchisee’s rights as
provided for in Minnesota Statutes, Chapter 80C, or franchisee’s rights
to any procedure, forum, or remedies provided for by the laws of the
jurisdiction.
2. Paragraph 10.4 of the Development Agreement shall be supplemented by the addition of the
following language at the end of the Paragraph:
Pursuant to Minn. Stat. § 80C.17 (subd. 5), this Paragraph 10.4 shall not
in any way abrogate or reduce the time period for bringing a civil action
under Minn. Stat. § 80C.17.
3. Paragraph 10.5 of the Development Agreement shall be deleted in its entirety and have no force or
effect.
4. Each provision of this Amendment shall be effective only to the extent, with respect to such
provision, that the jurisdictional requirements of the Minnesota Franchise Act, Minn. Stat. §§ 80C.01
through 80C.22, and the Rules and Regulations promulgated thereunder by the Minnesota
Commissioner of Commerce, Minn. Rules §§ 2860.0100 through 2860.9930, are met independently
without reference to this Amendment.

IN WITNESS WHEREOF, you and the Franchisor have executed this Amendment to the development
Agreement on the following date: ____________________________________________________

For the Developer (This is executed by all individuals comprising the Developer, if the Developer is an
individual; or all officers of the corporation, if the Developer is a corporation; or all partners or members,
if the Developer is a partnership or limited liability company.)
Name of Developer:
___________________________________________________________________________


REQUIRED BY THE STATE OF RHODE ISLAND
Notwithstanding anything to the contrary set forth in the Franchise Agreement and Franchise Disclosure
Document, the following provisions will supersede and apply to all franchises offered and sold in the
State of Rhode Island: §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."
IN WITNESS WHEREOF, you and the Franchisor have executed this Amendment on the following date:

Name of Franchisee:
___________________________________________________________________________


REQUIRED BY THE COMMONWEALTH OF VIRGINIA
In recognition of the restrictions contained in Section 13.1‐564 of the Virginia Retail Franchising Act, the
Franchise Disclosure Document for Huntington Learning Center, Inc. for use in the Commonwealth of
Virginia shall be amended by adding the following statements to Item 17.h:
Pursuant to Section 13.1‐564 of the Virginia Retail Franchising Act, it is unlawful for a
franchisor to cancel a franchise without reasonable cause. If any ground for default or
termination stated in the franchise agreement, development agreement or other
agreement does not constitute “reasonable cause” as that term may be defined in the
Virginia Retail Franchising Act or the laws of Virginia; that provision may not be
enforceable.

For the Developer (This is executed by all individuals comprising the Developer, if the Developer is an
individual; or all officers of the corporation, if the Developer is a corporation; or all partners or members,
if the Developer is a partnership or limited liability company.)
Name of Developer:
___________________________________________________________________________

EXHIBIT V TO THE FRANCHISE DISCLOSURE DOCUMENT
RECEIPTS

RECEIPT
This disclosure document summarizes certain provisions of the franchise agreement and other information in plain language. Read
this disclosure document and all agreements carefully.
Except as provided in the paragraph below, 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 payment to, us or an affiliate in connection with the proposed franchise
sale.
Under the laws of New York and Rhode Island, we must provide this disclosure document to you at the earliest of: (a) the first personal
meeting to discuss the franchise; (b) 10 business days before you sign a binding agreement with us; or (c) 10 business days before you
make any payment to us. Under the laws of Michigan, Washington, and Wisconsin, we must provide this disclosure document to you at
the earliest of: (a) 10 business days before you sign a binding agreement with us; or (b) 10 business days before you make a payment to
us.
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 your state agency listed in Exhibit S to this disclosure document.
We authorize the agents listed in Exhibit S to receive service of process for us.
The franchise seller(s) offering this franchise is/are identified with a check mark below:
Darlene Viering, 496 Kinderkamack Road, Oradell, NJ 07649; 800‐653‐8400
Karen Emerzian, 496 Kinderkamack Road, Oradell, NJ 07649; 800‐653‐8400
Brian Masters, 496 Kinderkamack Road, Oradell, NJ 07649; 800‐653‐8400
Elise Lapi, 496 Kinderkamack Road, Oradell, NJ 07649; 800‐653‐8400
Issuance Date: March 30, 2012. (If the effective date of this disclosure document in your state is different, it will be listed on the
State Cover Page at the front of this disclosure document.) I have received a disclosure document dated March 30, 2012 that
included the following exhibits:
Exhibits
F Promissory Note Q Franchisor’s Agents for Service of Process and State Franchise
Administrators
K Bylaws V Receipts
Date: Franchisee:
Please sign and date this page and retain it for your records.

RECEIPT
This disclosure document summarizes certain provisions of the franchise agreement and other information in plain language. Read
this disclosure document and all agreements carefully.
Except as provided in the paragraph below, 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 payment to, us or an affiliate in connection with the proposed franchise
sale.
Under the laws of New York and Rhode Island, we must provide this disclosure document to you at the earliest of: (a) the first personal
meeting to discuss the franchise; (b) 10 business days before you sign a binding agreement with us; or (c) 10 business days before you
make any payment to us. Under the laws of Michigan, Washington, and Wisconsin, we must provide this disclosure document to you at
the earliest of: (a) 10 business days before you sign a binding agreement with us; or (b) 10 business days before you make a payment to
us.
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 your state agency listed in Exhibit S to this disclosure document.
We authorize the agents listed in Exhibit S to receive service of process for us.
The franchise seller(s) offering this franchise is/are identified with a check mark below:
Darlene Viering, 496 Kinderkamack Road, Oradell, NJ 07649; 800‐653‐8400
Karen Emerzian, 496 Kinderkamack Road, Oradell, NJ 07649; 800‐653‐8400
Brian Masters, 496 Kinderkamack Road, Oradell, NJ 07649; 800‐653‐8400
Elise Lapi, 496 Kinderkamack Road, Oradell, NJ 07649; 800‐653‐8400
Issuance Date: March 30, 2012. (If the effective date of this disclosure document in your state is different, it will be listed on the
State Cover Page at the front of this disclosure document.) I have received a disclosure document dated March 30, 2012 that
included the following exhibits:
Exhibits
F Promissory Note Q Franchisor’s Agents for Service of Process and State Franchise
Administrators
K Bylaws V Receipts
Date: Franchisee:
Please remove this page, sign and date this page, and return it to Huntington Learning Centers, Inc., 496 Kinderkamack Road,
Oradell, New Jersey 07649, attention Franchise Development.

Huntington Learning Center Franchise Disclosure Document FDD May 21 2012

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FRANCHISE DISCLOSURE DOCUMENT

Huntington Learning Centers, Inc., a Delaware corporation

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STATE COVER PAGE

5. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

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Item 1. The Franchisor, and any Parents, Predecessors, and Affiliates

Huntington Services; Huntington Learning Center®; Your Tutoring Solution

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Standard and Expanded Franchises

Turn Key Program

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Market; Competition; Online Tutoring

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Item 2. Business Experience

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Item 5. Initial Fees

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Item 6. Other Fees

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Item 7. Estimated Initial Investment

YOUR ESTIMATED INITIAL INVESTMENT

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Item 8. Restrictions on Sources of Products and Services

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LCOS Software; Phone Number

Call Center; Conference Services

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Product, Service, or Vendor Our 2011 Revenue

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Product, Service, or Vendor Our 2011 Revenue

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Item 10. Financing

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Item 11. Franchisor's Assistance, Advertising, Computer Systems, and Training

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Item 12. Territory

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Item 13. Trademarks

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Item 14. Patents, Copyrights, and Proprietary Information

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