What is the System Media Fund for Aerus, as mentioned in the document?

re not obligated to spend any amount on advertising in your Area of Responsibility. We may in the future establish a System Media Fund (the "System Media Fund"). If we establish the System Media Fund, you (and other franchisees with your franchise program) would be required to contribute up to 3% of Gross Sales to the System Media Fund. (Franchise Agreement, Addendum B). In addition:

• 1. We or a designee will have the right to direct all advertising programs, as well as all aspects of any System Media Fund, including the concept, materials, and media used in the programs and the placement and allocation of the programs. The System Media Fund is intended to maximize the general public's recognition of the Marks and the Programs; and we and our designee are not obligated, in administering the System Media Fund, to make expenditures for you which are equivalent or proportionate to your contribution, to ensure that any particular franchisee benefits directly or pro rata from expenditures by the System Media Fund, or to expend any particular amount of money in your Area of Responsibility.
• 1. The System Media Fund will be used only (except as otherwise provided below) to meet any and all costs of maintaining, administering, directing, conducting, creating, and/or otherwise preparing advertising, marketing, public relations and promotional programs and materials, and any other activities that we believe will enhance the image of the Programs.
• 1. We have the right to use System Media Fund contributions to, among other things, prepare and/or conduct media advertising campaigns, social media campaigns, direct mail advertising, marketing surveys and other public relations activities; employ advertising and/or public relations agencies to assist in doing so; purchase promotional items; develop new or modified trade dress and marks; point-of-purchase (POP) materials; design and photographs; conduct and administer visual merchandising, and other merchandising programs; purchase media space or time (including all associated fees and expenses); administer regional and multi-regional marketing and advertising programs; engage in or retain third parties to engage in market research and customer satisfaction surveys; develop and implement customer loyalty and gift card programs; customer retention programs; offset costs associated with the creative development of, and actual production associated

2025 Aerus FDD 28

with, premium items, giveaways, promotions, contests, public relation events, and charitable or non-profit events; develop and maintain our website(s); develop, implement and maintain an electronic commerce website and/or related strategies; maintain and develop one or more websites devoted to the Programs and Marks; provide promotional and other marketing materials and services to Franchised Businesses operated under the Programs; and offset the salaries of our employees to the extent such employees provide services in conjunction with System marketing activities. The System Media Fund may also be used to provide rebates or reimbursements to franchisees for local expenditures on products, services, or improvements, approved in advance by us, which products, services, or improvements we will have the right to determine, that we believe will promote general public awareness and favorable support for the Programs. We will have the sole right to decide how the System Media Fund creates, places, and pays for marketing.

• 1. Upon 30 days' notice from us that we have established the System Media Fund, you must contribute to the System Media Fund in the manner we specify. All sums you pay to the System Media Fund will be maintained in an account separate from our other monies.
• 1. We will have the right to charge the System Media Fund for the reasonable administrative costs and overhead that we incur in activities reasonably related to the direction and implementation of the System Media Fund and marketing programs for you and the System (for example, costs of personnel for creating and implementing, associated overhead, advertising, merchandising, promotional and marketing programs, and accounting services reasonably related to the operation and functions of the System Media Fund). The System Media Fund and its earnings will not otherwise inure to our benefit or be used to solicit the sale of franchises. We or our designee will maintain separate bookkeeping accounts for the System Media Fund.
• 1. The System Media Fund is not and will not be used for ordinary operating expenses of our company, and it is not a trust. We do not assume any fiduciary obligation to you or any other franchisee for maintaining, directing, or administering the System Media Fund or for any other reason. We will prepare annually a statement of the operations of the System Media Fund as shown on the books of the System Media Fund, and will make it available to you on an annual basis, upon written request. This annual statement is not required to be audited, but we may choose to provide an audited statement.
• 1. Although the System Media Fund is intended to be of perpetual duration, we maintain the right to terminate the System Media Fund. The System Media Fund will not be terminated, however, until all monies in the System Media Fund have been spent for marketing or promotional purposes.
• 1. We do not anticipate using any portion of the System Media Fund for marketing that is principally a solicitation for the sale of franchises. We may reference that franchises are available in advertising materials or Websites (as defined below) created using System Media Fund contributions. We may receive payment for providing goods or services to the System Media Fund. As described above, we are not required to spend any particular amount on marketing in the area where your Franchised Business is located. As also described above, if amounts are unspent in the System Media Fund at fiscal year-end, those

amounts will be carried over by the Fund for expenditure in the following year(s). In addition, if the entire System Media Fund is expended during a fiscal year, we may loan funds to the System Media Fund (or obtain loans for the System Media Fund from other lenders) to cover any deficit.

1. The System Media Fund may be established for all franchise programs or separately for one or more of the franchise programs. Outlets owned by us or our affiliates will be obligated to participate in the System Media Fund at the same rate and on the same terms as all franchisees.

We have not established an advertising council composed of franchisees.

You will not be required to participate in any local or regional advertising cooperative.

Computer System

We, or our affiliate, will install at your premises our standard software and communication package, which includes a financial and accounting software package and which also includes a customer database and lead management software package.

Source: Item 11 — Franchisor's Assistance, Advertising, Computer Systems, and Training (FDD pages 36–43)