Detailed Information on Clean Juice’s Initial Franchise Fee, Royalty Fee + 24 Other Fees (Items 5 and 6, 2021 FDD)

1.  Initial Franchise Fee:  $45,000

• You must pay Clean Juice an initial franchise fee (“Initial Franchise Fee”) of $45,000 when you sign the Franchise Agreement. Your Initial Franchise Fee is non-refundable when paid and fully earned upon your opening for business, which is when Clean Juice has completed all of its pre-opening obligations.

• If you purchase additional Franchise Stores in the future, the Initial Franchise Fee will be 80% of the then-current Initial Franchisee Fee.

2.  Initial Multi-Unit Fee:  $76,500

• If you qualify to be a Multi-Unit Franchisee and agree to purchase and develop a minimum of 1 additional franchise, then you will sign a Multi-Unit Agreement and pay Clean Juice a non-refundable Development Fee according to the chart below.

• You must also pay a $10,000 ATM Fee, as discussed below and required by each Franchise Agreement, upon signing your Multi-Unit Agreement as well as each time you sign a Letter of Intent (“LOI”) for an additional Development Unit.

• The fees reflected below include the $10,000 ATM Fee for each Unit. You will pay the first ATM Fee with your Development Fee per the chart below.

• If you do not complete the performance schedule by the Target Date, Clean Juice has the right to retain the Development Fee and franchise fees you have paid. In that event, any ATM Fee(s) you have paid for Units that you have not yet developed may, in Clean Juice’s sole discretion, be refunded to you.

• The Development Fee shall be deemed fully earned upon the payment thereof and shall be nonrefundable under any circumstances.

Fees for Two Development Units

• Due upon signing Multi-Unit Agreement: $72,000 ($45,000 + $17,000 + $10,000)
• Due upon signing LOI for 2nd Unit: $27,000 ($17,000 + $10,000)

Fees for Three Development Units

• Due upon signing Multi-Unit Agreement: $89,000 ($45,000 + $17,000 + $17,000 + $10,000)
• Due upon signing LOI for 2nd Unit: $27,000 ($17,000 + $10,000)
• Due upon signing LOI for 3rd Unit: $27,000 ($17,000 + $10,000)

• You must sign the Franchise Agreement, pay the balance of the Initial Franchise Fee, and obtain Clean Juice’s approval for your proposed Store locations by the dates specified in the Multi-Unit Agreement to obtain the reduced Initial Franchise Fee for each Franchise Store.

• If you fail to meet the specified time lines in the Multi-Unit Agreement, you will no longer be eligible to receive the Reduced Initial Franchise Fee and/or, at Clean Juice’s discretion, it will terminate the Multi-Unit Agreement.

3.  Additional Training and Marketing Fee:  $10,000 per location

• You must pay Clean Juice a $10,000 Additional Training and Marketing Fee (“ATM Fee”) per location upon signing your Franchise Agreement(s) and, if applicable, your Multi-Unit Agreement.

• If your Gross Sales (per location) for your third full calendar month of operation (“operation” beginning upon the date you record Gross Sales in the POS system and incur royalty payment obligations) are annualizing greater than $600,000, Clean Juice will refund the ATM Fee to you.

• If your Gross Sales for your third full calendar month of operation are annualizing less than $500,000, Clean Juice will initiate the Additional Training and Marketing Program (“ATM Program”).

• However, if your Gross Sales for your third full calendar month of operation are annualizing between $500,000 and $600,000, Clean Juice will evaluate gross annualized sales again in the following month (your fourth full calendar month of operation) to determine whether you must participate in the ATM Program.

• Following, if your Gross Sales in your fourth full calendar month of operation are annualizing under $600,000, you must participate in the ATM Program. On the other hand, if your Gross Sales in your fourth full calendar month of operation are annualizing above $600,000, Clean Juice will refund the ATM Fee to you.

4.  Royalty Fee:  6% of Gross Sales

• Due Date:  Weekly on or before the close of business on Wednesday for the immediately preceding week.

• “Gross Sales” means the total amount of the sale price of all sales, less franchisor-approved discounts, less sales taxes and returns for the preceding reporting period.

• All payments must be made by electronic funds transfer.

• The Royalty Fee is non-refundable when paid and is fully earned upon receipt in exchange for ongoing development, licensing, and support.

5.  Brand Marketing Fee:  1% to 3% of Gross Sales

• Due Date:  Same as Royalty Fee.

• Payment must be made by electronic funds transfer.

• Franchisor reserves the right to increase the Brand Marketing Fee up to 3%.

• Fee does not include marketing materials or local store advertising.

6.  Local Advertising:  3% of Gross Sales, but no less than $500, per month

• Due Date:  As incurred.

• Your local advertising shall include Google, Facebook, and Instagram advertisements.

7.  Advertising Cooperative:  as determined by the Cooperative, not to exceed 2% of Gross Sales

• Due Date:  As determined by Cooperative.

• If established in your geographic area, you must join and actively participate.

• If established, your contribution to the cooperative will count towards your local advertising requirement.

8.  Local Marketing Services (Digital Advertising):  $125/month + 15% of approved media ad spend; minimum of $250 monthly ad spend is passed through to you

• Due Date:  Monthly for prior month’s services.

• Optional digital advertising by Clean Juice’s in-house team via social media that is brand compliant and on-strategy to build awareness and drive guest traffic that is geo-targeted to your store’s location.

9.  Transfer Fee:  75% of the then-current Initial Franchise Fee if the transferee is a new franchisee or 50% of the then-current Initial Franchise Fee if the transferee is an existing franchisee approved for expansion

• Due Date:  Prior to transfer.

10.  Audit:  amount of any underpayment, interest, and cost of audit, estimated to be between $600 and $15,000

• Due Date:  Upon demand.

• The cost of the audit is payable only if the understatement by you exceeds 1.5%.

11.  Clean Juice University/Additional Training:  CJU is free up to 4 individuals, plus expenses, and $500/person thereafter. Additional Training is $300 per day, per trainer, plus travel expenses.

• Due Date:  Upon demand.

• The Additional Training expense is for any optional training that you request or that Clean Juice requires if you are in non-compliance with the Franchise Agreement.

12.  Technology Fee:  $125 to $250 per month

• Due Date:  Same as Royalty Fee.

• This fee is paid to Clean Juice monthly and per location at the time of signing the Franchise Agreement and covers the following: your location listing on Clean Juice’s website, up to 4 email addresses, the comprehensive Clean Juice training platform, consolidated KPI reporting, gift card liability management, and a franchisee resources portal.

• This fee is in addition to the POS Software fee, Business Accounting Software & Payroll Processing, and HR Services fees that you are required to pay to the vendor directly.

• In many instances, Internet-related fees may be included in the real estate lease.

13.  Reimbursement of Monies Paid by Company on Your Behalf:  varies

• Due Date:  Upon demand.

• For payments you fail to make and that Clean Juice makes on your behalf.

14.  Indemnification:  will vary under circumstances

• Due Date:  As incurred.

• You must pay for any expenses or losses that Clean Juice or its representatives incur related in any way to your Franchised Business or the operation of your Clean Juice Business.

15.  Insufficient Funds Fee:  $100 per occurrence

• Due Date:  As incurred.

• Payable if EFT payment is not successful due to insufficient funds, stop payment, or any similar event.

16.  Private/Public Offering Fee:  $10,000 to $15,000

• Due Date:  Upon request for approval of offering documents.

• Payable if you request Clean Juice’s review of a placement memorandum or registration statement for any public or private offering of your equity or debt securities.

17.  Liquidated Damages:  24 months (or the number of months remaining in your current term, if less) of your average monthly Royalty payable for the one year preceding termination

• Due Date:  At termination of the Franchise Agreement.

• Payable if the Franchise Agreement terminates prior to expiration, unless Clean Juice breaches and fails to cure.

18.  Renewal Franchise Fee:  $2,500

• Due Date:  Upon execution of the successor Franchise Agreement or when you send your renewal notice.

• This fee is commonly referred to as a “renewal fee” payable if you execute a renewal Franchise Agreement.

19.  Interest on Late Payment:  lesser of 18% per annum or the maximum allowed under applicable state law

• Due Date:  Upon demand.

• Payable on overdue Royalty payments and other payments due the company.

• The interest rate is per annum, calculated daily.

20.  Relocation Fee:  30% of the then-current Franchise Fee

• Due Date:  Paid upon the franchisor’s approval to relocate the Franchised Business.

• Fee paid if the franchisee wishes to relocate their Business and is approved by the franchisor.

21.  CCOF Approval/License Fees:  Yearly Inspection Fee ranges between $500 to $1,500. Yearly Certification Fee ranges between $500 to $1,500 per location.

• Due Date:  Upon demand.

• Fees increase and vary based on number of locations.

• Franchisor is responsible for any penalties or fees incurred for non-compliance by the franchisee.

• All penalties or fees paid by the franchisor will be billed back to the franchisee and paid by EFT.

22.  Default Fee (at Clean Juice’s discretion):  at least 3% (per occurrence) and no more than a cumulative 12% of Gross Sales

• Due Date:  Same as Royalty Fee.

23.  Vendor Approval Fee:  $1,000

• Due Date:  Upon demand.

• If you desire to have a non-approved supplier of a product or service designated as an approved supplier, you must pay a $1,000 vendor approval application fee.

24.  Purchasing Cooperative Fee:  if established, up to 2% of Gross Sales

• Due Date:  Same as Royalty Fee.

• Clean Juice has the right to require you to participate in a national or regional approved purchasing cooperative, up to 2% of Gross Sales, for the area in which your Franchised Business operates.

• Clean Juice does not have any purchasing or distribution cooperatives in place as of the Issuance Date of the Franchise Disclosure Document.

25.  Financial Services Fee:  $300/month for one unit; $250/month per unit for 2-5 units; $200/month per unit for 5+ units

• Due Date:  Same as Royalty Fee.

• The Financial Services Team will maintain your QuickBooks Online account on a weekly basis, reconcile your bookkeeping monthly, and disclose Profit & Loss statements following each month’s conclusion.

• In addition to presenting the precise aforementioned statements, Clean Juice will also provide monthly inventory, cost of goods sold, and processing fee adjustments.

26.  Content Management Fee:  $15-$30/month per digital menu board

• Due Date:  Same as Royalty Fee.

• This fee is for Clean Juice’s content management of your digital menu boards.