What costs can the City Wide Marketing Fund be used to meet?

10.1 CITY WIDE may establish, maintain, and administer any marketing and national business development fund for national, regional, and/or local marketing and national business development, public relations and marketing programs, marketing support materials, market research relating to the System, and production of signage, printed materials, and any similar materials derived from any such market research ("Marketing"), and will direct all such Marketing and national business development at its sole and absolute right over the concepts, materials, staffing, and media used. The Fund will consist of all amounts paid by Franchisee pursuant to Section 3.7.2(a) of this Agreement and similar fees paid by other franchisees operating CITY WIDE Franchised Businesses under the System. CITY WIDE is under no obligation, however, to expend amounts in the Fund at any specific time and may accrue amounts in the Fund from time to time. Franchisee understands and acknowledges that the Fund is intended to maximize general public recognition and acceptance of the Marks and develop national business relationships for the benefit of the System as a whole and that CITY WIDE and its designee undertake no obligation in administering the Fund to insure that any particular franchisee benefits directly or pro rata from the Marketing; provided, however, in determining the distribution of the benefits of the Fund, CITY WIDE will use its best efforts to balance its interest in promoting the System with each Franchised Business's proportionate contribution to the Fund, whether CITY WIDE- or franchisee-owned. CITY WIDE, at its sole and absolute right, agrees to exclude salaries and compensation for all "C" and "VP" titled employees serving on Franchisor's

management team (typically leadership positions reporting directly to CITY WIDE's CEO or President). Franchisee agrees that the Fund may otherwise be used to meet any and all costs incident to such Marketing and national business development; provided, however, that no part of the Fund will be used by CITY WIDE to defray any of its general operating expenses other than (i) those reasonably allocable to such Marketing or national business development, or (ii) other activities reasonably related to the administration or direction of the Fund and its related programs.

Source: Item 22 — CONTRACTS (FDD page 65)