What is the purpose of Brown's Chicken maintaining and administering the Advertising Fund?

pay advertising costs of the Advertising Fund before other assets of the Advertising Fund are expended. A statement of monies collected and costs incurred by the Advertising Fund shall be prepared annually by Brown and shall be furnished to Franchisee upon written request.

Franchisee understands and acknowledges that the Advertising Fund is intended to maximize recognition of the Marks and patronage of BROWN'S Stores. Although Brown will endeavor to utilize the Advertising Fund to develop advertising and marketing materials, and to place advertising in a manner, that will benefit all BROWN'S Stores, Brown undertakes no obligation to ensure that expenditures by the Advertising Fund in or affecting any geographic area are proportionate or equivalent to contributions to the Advertising Fund by BROWN'S Stores operating in that geographic area or that any BROWN'S Store will benefit directly or in proportion to its contribution to the Advertising Fund from the development of advertising and marketing materials or the placement of advertising. Except as expressly provided in this Section 11, Brown assumes no direct or indirect liability or obligation to Franchisee with respect to the maintenance, direction or administration of the Advertising Fund. Franchisee agrees and acknowledges that Brown has no fiduciary obligation to Franchisee or any other BROWN's Store in connection with the establishment of the Advertising Fund or the collection, control or administration of monies paid into the Advertising Fund.

Brown reserves the right, in its sole discretion, to terminate or discontinue the Advertising Fund upon thirty (30) days' written notice to Franchisee. All unspent monies on the date of termination or discontinuance shall be distributed to franchisees of Brown in proportion to their respective contributions made to the Advertising Fund during the previous twelve (12) month period. Brown shall have the right to reinstate the Advertising Fund upon the same terms and conditions herein set forth upon thirty (30) days' prior written notice to Franchisee.

B. By Franchisee.

• (1) Grand Opening and Marketing Deposit. Franchisee shall conduct a Grand Opening advertising campaign within thirty (30) days of opening his BROWN's Store. Upon execution of this Agreement, Franchisee shall deposit with Brown a Marketing Deposit in the amount of One Thousand Dollars ($1,000). Brown shall expend the Marketing Deposit in connection with the grand opening of Franchisee's Store, as well as for local advertising for the Store during the initial few months of operation.
• (2) Ongoing Local Advertising. Franchisee agrees to list and advertise the Store in each of the classified telephone directories distributed within its Territory, in such business classifications as Brown prescribes from time to time utilizing Brown's standard form of classified telephone directory advertisement. Prior to their use by Franchisee, samples of all local advertising and promotional materials not prepared or previously approved by Brown shall be submitted to Brown for approval. Promotional material includes but is not limited to materials and information provided by Franchisee

on a website or similar electronic medium. If written disapproval is not received by Franchisee within fifteen (15) days from the date of receipt by Brown of such materials, Brown shall be deemed to have given the required approval. Franchisee shall not use any advertising or promotional materials that Brown has disapproved. Franchisee may not use alternative distribution channels to promote the business or to make sales, including use of a toll-free number, catalog, web site, telephone, electronic communications, the Internet, texting, smartphones, personal digit assistants, any other computer on-line service, You Tube, facebook, Twitter, or any other communication device or means that is developed subsequent to the date of this Agreement.

Source: Item 22 — Contracts (FDD page 43)