What obligations does a Basecamp Fitness franchisee have regarding advertising, as detailed in Item 9 and Item 11?

y calendar month, you must pay us the difference and we can either spend the amount

in your market or place the money in the General Advertising and Marketing Fund. We may also require you to pay us the $2,500 per month and we will spend it on local advertising in your market. If we implement this requirement you must also pay us on demand our then-current one-time set-up fee.

• D. Compliance. We reserve the right to audit your records upon request to determine compliance with the requirements of Sections 6.B and 6.C. You must provide us with all information we reasonably request in connection with determining your compliance with such Sections, including invoices showing advertising expenditures. You acknowledge that it is your responsibility to market your Basecamp Studio, and that the General Advertising and Marketing Fees are merely used to supplement the local marketing conducted by each of our franchisees. You must submit to us for our prior approval any advertising you propose to use for the promotion of your Basecamp Studio at least four (4) weeks before you may use any such advertising. We reserve the right to refuse, reject, adjust or require changes to any advertising material you prepare.
• E. Marketing Materials. You also must purchase a representative sample of all marketing materials we prepare for brand level promotions. We may prescribe minimum amounts of these materials that you must purchase and we may auto-ship these items to you at your cost. The amounts you pay for these items are nonrefundable and must be paid at the times we specify. These items will not constitute all of the items you will need to market your Basecamp Studio and you will need to purchase other items. If you choose to contract with marketing vendors that are not our preferred vendors, you may not have access to certain resources, assets and communications.
• F. Advertising Cooperative. At such time as we in our sole discretion may determine, you shall join an advertising cooperative made up of other Basecamp Fitness franchisees (the "Local Cooperative"), as we determine. In such event, you must participate in the Local Cooperative on the terms and conditions we require. We can create, modify or dissolve any Local Cooperative at any time we determine.
• G. Charitable Contribution. You may choose to participate in our Charitable Contribution Program. If you do, you will pay One Hundred Dollars ($100) to a charitable organization we designate on or before the first day of each month.

7. BASECAMP STUDIO PREMISES

• A. Site Acquisition. Prior to the acquisition by lease or purchase of the site for your Basecamp Studio, you will submit to us such information and materials as we may require, which may include, but not be limited to, your proposed lease. We will have ten (10) business days after receipt of the information and materials we requested to approve or disapprove your proposed site. No site will be deemed approved unless it has been expressly approved in writing by us by notice of site approval sent to you. Our examination and approval of the location of your Basecamp Studio site does not constitute a representation, guaranty or warranty, express or implied, of the successful operation or profitability of the Basecamp Studio at that location. In addition, we may require you to furnish us with a copy of the signed lease within five (5) days after its execution. Following our approval of the site and your acquisition of it, you authorize us to amend the Rider to this Agreement, without your signature, to identify: (1) the address of the site; and (2) the Protected Territory via a map or description of an area surrounding the site.
• B. Build-Out Package. You must purchase from us a "Build-Out Package", which includes your signage, initial marketing materials, furniture, fixtures and a design kit. You will order these items as a package through our on-line portal. The amounts you pay for these items are nonrefundable and are due at the times we specify. These items will not constitute all of the items you will need to establish and operate your Basecamp Studio and you will need to purchase other items.

C. Opening. You may not initially open your Basecamp Studio for business until: (1) we notify you in writing that all of your pre-opening obligations have been fulfilled and we have approved your opening date;