How does the business experience of Aerus's management (Item 2) compare to the franchisor's assistance provided to franchisees (Item 11)?

that must also be conducted at an Aerus Business. (Franchise Agreement Section 8).

We or our affiliates conduct our training program. Aerus' President, Kevin Hickey, supervises the training program. His experience includes over 42 years in the field, and over 17 years as the company's President or similar titles. Various instructors and franchisees provide training. Aerus' Vice President of Sales Operations, Director of Sales Operations and/or Director of National Service, or employees they designate, provide administration, accounting, inventory control and FOAS training. The Executive Vice President- Sales, Area and Regional Director of Franchising, other executives, other regional franchise directors and franchise owners provide training as to sales and service personnel development, real estate and marketing, advertising and database management, store opening assistance and Standard Product Training. All instructors have more than 5 years' experience in the industry. The instructional materials we use includes our Manuals, software systems, product demonstration and other instructional sales videos and materials.

If your personnel do not successfully complete any portion of their required training, we may require them to repeat it. If, you, your Operating Personnel and/or other personnel have actual current (or prior) sales experience, either through working directly with an existing Aerus Business or through comparable industry experience, and have demonstrated proficiency in customer service, lead generation and management, they may not be required to complete all phases of training. We may require further, advanced or additional training for you or any of your personnel. Your Operating Principal and General Manager must successfully complete initial training to our satisfaction before the Opening Date, but in no event later than 6 months after you sign the Franchise Agreement. If you do not successfully complete initial training, we have the right to terminate the Franchise Agreement.

We do not charge tuition or impose a fee for training-related materials in connection with our initial training programs, but you are responsible for all training-related expenses incurred by all persons who attend training including costs of travel, lodging, local transportation to and from the training site, meals and wages. Training provided to individuals not required by us to attend may require the payment of an attendance fee.

The current training programs are instructed by individuals with expertise in the subject matter upon which they are offering instruction. These instructors have a minimum of one (1) year of experience in the area of their expertise. Most trainees have more than five (5) years' experience with the business you will be operating and in the specific area of their expertise.

You must designate and retain individuals to serve as the Operating Principal, and for each location, General Manager, Sales Manager and Service Manager (which individual or individuals must, during the entire period he or she serves in such capacity, satisfy all of the qualifications required by us in the Manuals for service in such capacities); provided that, if you are an individual, you must perform all obligations of the Operating Principal and the General Manager. Upon our

approval, you or the General Manager you designate, may also serve as the Sales Manager and/or Service Manager. The initial Operating Principal and the General Manager, Sales Manager and Service Manager must be the individuals named in the Franchise Agreement, and you must promptly notify us in writing of any change of these individuals. Under the Associate Program, we will not require that you designate a Service Manager if you are not required by us to maintain a service and repair center.

You must participate at your expense, together with your Operating Principal and General Managers and all of your other personnel that operate and manage the Franchised Business, in all training and education programs and motivational and incentive meetings which we may offer.

Confidential Manuals

You will receive a set of Manuals at MBA Training (or shortly thereafter) at no cost to you. You may request to view the Manuals prior to signing your Franchise Agreement. You must operate your Franchised Business according to the standards, methods, policies and procedures specified in our Manuals. If you sign a Beyond Addendum, you must also comply with any portion of the Manuals related to the Beyond Products. The table of contents for our Manuals is attached to this Disclosure Document as Exhibit 8. The Manuals contain 1352 pages.

Website

You may not establish a "Website," nor offer or promote or sell any products or services or make any use of the Marks, through the Internet without our prior written approval. As a condition to granting our consent, we will have the right to establish requirements that we deem appropriate, including the requirement that your only presence on the Internet will be through a webpage established by us on our website. Any website will be deemed "advertising" under the Franchise Agreement and will be subject to (among other things) our approval. As used in the Franchise Agreement, the term "Website" means an interactive electronic document contained in a network of computers linked by communications software. The term Website includes the Internet and World Wide Web home pages and social media webpages such as Facebook, LinkedIn, MySpace and X (formerly known as Twitter) web pages/accounts.

Item 12

TERRITORY

The specific street address of the Franchised Business location will be provided in the Franchise Agreement. You will be granted certain rights to an area located in and/or around your Franchised Business. This is called the Area of Responsibility. The Area of Responsibility is not a set distance for all Franchised Businesses and will vary depending on the Program you choose to operate under, and the demographic and geographic nature of your location. You will not receive an exclusive territory. You may face competition from other franchisees, from outlets that we own, or from other channels of distribution or competitive brands that we control.

Under the Standard Program and the Associate Program, the Franchise Agreement grants to you the limited right to offer and sell Products (other than the Beyond Products) to Approved Customers within the Area of Responsibility. Franchisees who sign a Beyond Addendum will also

have the limited right to offer and sell Beyond Products to Approved Customers within the Area of Responsibility. Franchisees who do not sign a Beyond Addendum have no rights to offer and sell Beyond Products.

The Franchised Business will be operated out of and from one or more Approved Locations and from no other physical location, except as may be permitted by us in writing, and you must cause any premises lease covering any Approved Location to include a Lease Rider in the form attached to the Franchise Agreement and included in Exhibit 2(a) or Exhibit 2(b) of this Disclosure Document.

Under the Standard Program, and only upon our prior written consent, you may be permitted to engage Outlet Licensee to establish, on a non-exclusive basis, Licensed Outlets within those parts of your Area of Responsibility that do not include any part of another franchisee's Protected Area The forms (and terms) used to engage Outlet Licensees must be acceptable to us and may not grant greater rights and must include at least the same restrictions and limitations as the Franchise Agreement. Licensed Outlets must be subject to all provisions of the Franchise Agreement and the Manuals concerning Approved Locations, except that (i) repair, maintenance and warranty service may be provided by or at an affiliated Approved Location rather than on-site and, (ii) provided that, so long as we receive prompt notice of the establishment and location of a Licensed Outlet, we will not require prior approval of the site or lease for any Licensed Outlet. Outlet Licensees will be solely and exclusively the responsibility of you for all purposes, including without limitation, all training and support. We will have no legal obligation whatsoever to or for the benefit of any Outlet Licensees; however, we will be a beneficiary of any of your rights under all agreements existing between you and any Outlet Licensees and may enforce such rights.

Franchisees under the Associate Program are not permitted to open additional locations, Satellites or Licensed Outlets. References and descriptions of Outlet Licensees and Licensed Outlets in this Disclosure Document are not applicable to the Associate Program.

You will be required to satisfy and achieve certain Minimum Sales Requirements (the "Minimum Sales Requirement") which are generally set forth below and which are based in whole or in part upon the sale of Core Units (Franchise Agreement Section 8.F. and Schedule 4). "Core Units" are such Products as designated from time to time by us in the Manuals:

Minimum Sales Requirement (Standard Program): The Minimum Sales Requirement for the Standard Program has 2 components, a Core Unit sales component and an "Aftermarket, labor, and parts" component, both of which must be on a quarterly basis.

Core Units: Ninety Percent (90%) of the Baseline for the Franchised Business, where the "Baseline" for the Franchised Business is the greater of (i) a number of units equal to forty-five (45) Core Units per quarter per Approved Location (excluding Licensed Outlets and Satellites) or (ii) the average quarterly Core Unit sales volume for the Franchised Business since the Approved Location first became part of a franchised business; provided, however, that this standard in subparagraph (ii) will not apply unless and until we give ninety (90) days written notice of our intention to implement this standard.

Aftermarket, labor and parts: Eighty percent (80%) of the average Gross Sales per Approved Location of aftermarket, labor and parts for all Approved Locations in the System for each quarter; provided, however, that Satellites and Licensed Outlets will be excluded from any such determination and any such Gross Sales recorded for a Satellite or Licensed Outlet will be included with such Gross Sales of the Approved Location with which the Satellite or Licensed Outlet is affiliated.

Minimum Sales Requirement (Associate Program): The Minimum Sales Requirement for the Associate Program has 2 components, a Core Unit sales component and an "Aftermarket, labor, and parts" component, both of which must be on a quarterly basis.

Core Units: 30 Core Unit sales per quarter.

Aftermarket, labor and parts: Eighty percent (80%) of the average Gross Sales per Approved Location of aftermarket, labor and parts for all Approved Locations in the System for each quarter. However, there is no Minimum Sales Requirement for aftermarket, labor and parts under the Associate Program if you are not required to maintain a service and repair center at your Approved Location.

Failure to Meet Minimum Sales Requirements. If you fail to meet the Minimum Sales Requirement, we may terminate the Franchise Agreement. The Minimum Sales Requirements should not be construed as a representation of possible earnings. We make no representation that you will achieve the Minimum Sales Requirements.

Except as provided in the Franchise Agreement, we will not establish, or permit or authorize any person or entity other than you to establish a physical location for the operation of an Aerus Business within a one mile radius of your Approved Location (the "Protected Area"). There are no circumstances that would permit us to modify your Protected Area.

You are generally required to sell all Products within the Area or Responsibility, however, 10% of your Gross Sales in any calendar quarter may be attributable to sales made to persons or entities who reside outside of the Area of Responsibility.

You may face competition from other franchisees or franchisee-owned outlets within or outside of your Area of Responsibility and/or Protected Area or from other channels of distribution or competitive brands we control. You may face competition from other franchisees or franchisee-owned outlets having physical locations outside of your Protected Area or from other channels of distribution or competitive brands we control.