Who establishes the amount of cooperative advertising fees for Pearce Bespoke franchisees?

redemptions, or other credit transactions.

• 1. Pearce Bespoke or local Pearce Bespoke franchisees may establish an advertising cooperative in your area. The local advertising cooperative will establish the amount of cooperative advertising fees. If a company-owned Franchise is a member of your cooperative, it will have voting power equal to that of

franchised stores. Company-owned stores will not have controlling power in any local cooperative.

• 1. To the extent your annual contributions to cooperative advertising programs are less than 5% of the Gross Sales for your Franchise, you must conduct additional advertising and marketing activities in your local geographic area. Your local advertising activities, however, will not eliminate your obligations to contribute to cooperative advertising programs. If you do not spend at least 5% of Gross Sales for the calendar year for cooperative or local advertising, we may require that you pay Pearce Bespoke the difference between what you should have spent and what you actually spent on advertising initiatives in your market for the previous calendar year, at Pearce Bespoke's sole discretion. Pearce Bespoke recommends that you spend $12,000 $15,000 on advertising and marketing during the first year.
• 1. This fee is payable when the Franchise Agreement or a substantial portion of the assets of the Franchise or any controlling interest in the Franchise Agreement or the assets of the Franchise are transferred.
• 1. You must pay us, or a third party that we designate, a technology fee for various technology services that we will provide or arrange for third parties to provide to you, which services are subject to change over time (the "Technology Fee"). Currently, the Technology Fee is a pass-through cost for the technology services we provide for you from the date that you open your Business for business and will be collected in the same manner as the Royalty Fee and Brand Fund Fee. We reserve the right to implement a non-pass-through Technology Fee for technology and website development services we will provide. We reserve the right to increase the Technology Fee by providing you with written notice of any change at least thirty (30) days prior to the implementation of the new fee amount. We may add, delete, or otherwise modify the products and services that are included in the Technology Fee. In addition to the monthly Technology Fee, you will be responsible for any "per transaction" fee charged by third-party vendors for mobile application or online bookings, if any. The maximum

Source: Item 6 — OTHER FEES (FDD pages 11–15)