What is the purpose of the Brand Development Fund for Crave?

Recognizing the value of uniform marketing, advertising and promotion to the goodwill and public image of the System, you agree that we or our designee shall have the right to establish, maintain and administer a Brand Development Fund (hereinafter referred to as the "Fund") for such national and regional advertising programs as we may deem necessary or appropriate, in our sole discretion, as follows:

• 8.3.1 We shall direct all national and regional brand development programs with sole discretion over the creative concepts, materials, endorsements and media used therein, and the placement and allocation thereof.

You understand and acknowledge that the Fund is intended to maximize general public recognition and acceptance of the System and the Marks for the benefit of all Crave restaurants operating under the System, and that we undertake no obligation in administering the Fund to ensure that expenditures from the Fund are proportionate or equivalent to your contributions made for your Restaurant, or that any particular Restaurant or franchisee benefits directly or pro rata from the placement of any such advertising.

You understand and acknowledge that we may use up to five percent (5%) of the Fund to prepare and place advertising that is primarily a solicitation of franchise sales.

• 8.3.2 You agree that the Fund may be used to meet any and all costs of maintaining, administering, directing and preparing national and/or regional advertising materials, programs and public relations activities (including, without limitation, the cost of preparing and conducting television, radio, magazine, billboard, newspaper, direct mail and other media programs and activities, for conducting marketing surveys, test marketing, employing advertising agencies to assist therewith, and providing promotional brochures, coupons and other marketing materials to all franchisees of the System).

The Fund shall be held in a non-interest bearing account separate from our other funds, and shall not be used to defray any of our general operating expenses, except that we have the right to reimburse ourselves out of the Fund for the total costs (including indirect costs such as salaries for our employees who devote time and effort to Fund related activities and overhead expenses) of developing, producing and distributing any advertising materials and collecting the Brand Development Fee (including attorneys', auditors' and accountants' fees and other expenses incurred in connection with collecting any Brand Development Fee).

We also reserve the right to use a portion of the Fund to subsidize the cost of presenting refresher training and/or a franchisee meeting.

The Fund and its earnings shall not otherwise inure to our benefit except that any resulting technology and intellectual property shall be deemed our property.

• 8.3.3 A statement of the operations of the Fund shall be prepared annually by our accountants and shall be made available to you on written request.

The cost of the statement shall be paid by the Fund.

We are not required to have any Fund statement audited, but if we choose to have the Fund audited it will be at the Fund's expense.

Source: Item 23 — RECEIPTS (FDD pages 63–253)