Who is responsible for administering a Cordova advertising cooperative?

1. Advertising Cooperative – We possess the right to authorize, establish, designate and de-authorize a local or regional advertising cooperative within markets that we designate. We will exclusively determine the geographic and other boundaries constituting each cooperative and factors that we will consider include media markets and distribution channels including print, broadcast, and digital. If we establish a cooperative within a market that includes your Cordova Business, you must contribute to the cooperative in such amounts and frequency as determined by the cooperative. Members of the cooperative will be responsible for administering the cooperative, including determining the amount of contributions, marketing expenditures and allocations. We may require that cooperative decisions be made based on approval of a simple majority of franchisee members based on one vote per Cordova Business and with a quorum constituting not less than 25% of the designated franchisee cooperative members. If a cooperative exceeds nine franchisee members, we may require that the cooperative establish formal governing documents. Each cooperative must prepare annual unaudited financial statements that must be provided to each cooperative member for review. We reserve the right to form, change, dissolve, or merge any advertising

cooperative. If we elect to form a local or regional cooperative or if a cooperative already exists as to the area of your Cordova Business, you will be required to participate in the cooperative in accordance with the provisions of our operations manual which we may supplement and modify from time to time. (Franchise Agreement, Article 9.C.). You will not be required to make contributions to a local or regional advertising cooperative in amounts exceeding the local marketing requirements.

Source: Item 11 — FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING (FDD pages 23–28)