What does the Cool Binz franchise system entail?

You have applied for a franchise to own and operate a COOL BINZ Business. Subject to all of the terms and conditions of this Agreement, we hereby award you a franchise (the "Franchise") to operate a COOL BINZ Business utilizing the System and the Marks in the Territory that you and we have agreed to as described on the Summary Page and in Section 1.D below. There are no Territory protections related to providing services to customers located within your Territory. Other COOL BINZ franchisees, or outlets we own, may accept jobs and service customers in your Territory without restriction or limitation. No other COOL BINZ franchisee or Company Store may advertise in print, media, door-to-door, mass electronic communication, or direct web-based advertising within your Territory. Should you not be in full compliance with this Agreement, we reserve the right to allow other compliant COOL BINZ franchisee or Affiliate to perform work in your Territory. Additionally, you may face competition from other franchisees, from outlets that we own, or from other channels of distribution or competitive brands that we control.

The term of the franchise will be ten (10) years (the "Initial Term") commencing on the date of this Agreement.

You acknowledge and agree that the operation and maintenance of your COOL BINZ Business according to System Standards is essential to preserve the goodwill for the Marks and all COOL BINZ franchisees. Therefore, at all times during the term of this Agreement, you agree that the Managing Owner or, if applicable, the Designated General Manager, devote your full-time best efforts to operate and maintain your Business according to each and every System Standard, even if you believe that a System Standard is not in the System's or your franchise's best interests. System Standards may be periodically modified and supplemented during the term of this Agreement and you must comply with any such changes immediately upon notice to you. Furthermore, you must use your best efforts to assure that your employees and representatives conduct themselves, during business hours and/or whenever they are in a vehicle with a COOL BINZ logo, or a company uniform with a COOL BINZ patch, in a manner which is consistent with the professional and ethical image of the System.

You will offer and provide all of the Services that we periodically require for COOL BINZ franchisees, and in the manner we prescribe.

At our request, you shall purchase or lease, and thereafter maintain, the Computer System, COOL BINZ Software, and the Required Software. You agree to pay all fees associated with the use of COOL BINZ Software and any other Required Software, which may be payable to us or our approved or designated suppliers. You expressly agree to strictly comply with our thencurrent standards and specifications for all items associated with your Computer System, COOL BINZ Software and any Required Software, including any security software. You agree, at your own expense, to keep your Computer System in good maintenance and repair and install such upgrades, additions, changes, modifications, substitutions, and/or replacements to your Computer System or Required Software as we direct from time to time in writing. You agree that your compliance with this Section shall be at your sole cost and expense.

We may require that your Computer System be programmed to automatically transmit data and reports about the operation of the COOL BINZ Business to us. We shall also have the right to, at any time without notice, electronically connect with your Computer System to monitor or retrieve data stored on the Computer System or for any other purpose we deem necessary. There are no contractual limitations on our right to independently access the information and data on your POS System, COOL BINZ Software, and Computer System. You shall deliver to us all access codes, static Internet protocol ("IP") addresses and other information to facilitate our access to the data described in this Section within 30 days of opening the COOL BINZ Business. All client and customer data is our property and any data not accessible to us upon termination or expiration of the Franchise Agreement must be provided to us immediately.

You will have access to information helpful to the operation of the COOL BINZ Business based on reports you submit to us and/or inspections that we make. In addition, we may furnish guidance to you, to the extent we determine necessary in our sole discretion, on the following topics:

• 1. new products, services, and methods which we may have discovered or have developed for the System;
• 1. the purchase and use of supplies, uniforms, equipment, and products;
• 1. the formulation and implementation of advertising and promotional programs using such merchandising, marketing, and advertising research data and advice as we may periodically develop for use in your local market;
• 1. the financial and daily operation of the COOL BINZ Business including its accounting and record keeping functions;
• 1. support for our required franchise software management system, as defined in the Licensing Agreement;
• 1. A contact telephone number, which may be used by you for communications with us;
• 1. Periodic modifications to the Operations Manuals and periodic modifications to the System Standards;
• 1. Periodic refresher training courses and conferences, not to exceed one per year; and
• 1. other business and marketing advice.

In the event of national, regional, or local catastrophic event, significant weather event, or any single large loss project (each a "Major Event") within or outside of your Territory, we and our affiliates shall have the sole right to direct and control the provision of Services. You understand and agree that upon a Major Event, we, our affiliates, other existing System franchisees will be able to perform Services within the Territory and neither you nor the COOL BINZ Business will be entitled to any proceeds from the provision of Services performed by third parties within your Territory. Additionally, upon a Major Event, we may request you and other existing System franchisees to mobilize or dispatch containers to any site or sites, regardless of the distance from the COOL BINZ Business' Territory. Your participation upon a Major Event is not a requirement.

It is agreed and understood no other business or business operations may be undertaken through your legal entity or by the Managing Owner. Owners, including the Managing Owner, may not own or operate any business which conducts services identical or similar to us.

Upon signing of the Franchise Agreement, you must pay an initial franchise fee of $59,900 (the "Initial Franchise Fee"). The Initial Franchise Fee is deemed fully earned upon payment and non-refundable under any circumstances. The Initial Franchise Fee purchases a Territory that will

encompass approximately 350,000 to 450,000 people to a maximum of 500,000 people ("Territory").

For a Territory with populations greater than 450,000 people, the Initial Franchise Fee will equal the Initial Franchise Fee above, plus $0.20 for each person over 450,000 (the "Additional Fee").

For example, the Initial Franchise Fee for a Territory with a population of 500,000 will be computed as follows:

$$$59,900 + (50,000 \times .20) = $69,900$$

Source: Item 23 — RECEIPTS (FDD pages 63–238)