Daniel E. and Karen A. Harkins - Page 5

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               continuing through the end of the Term.  The intent of                 
               this support is to provide financial support to aid in                 
               the development of marketing programs that provide                     
               mutual benefit to both the Customer and Pepsi-Cola, and                
               to support the costs associated with the Customer's                    
               compliance with marketing requirements outlined in the                 
               Performance paragraph below.                                           
               The Marketing Funds will be deemed to be earned only if                
               the Customer is in full compliance with all of the                     
               requirements set forth in the Performance Paragraph                    
               below for that entire Year.  Should the Customer fail                  
               to comply with any of the Performance Requirements                     
               during the Term, the Customer agrees that in addition                  
               to the forfeiture of any funding for the second 6-month                
               period, the Customer shall immediately repay to Pepsi-                 
               Cola all of the funds paid to the Customer, by Pepsi-                  
               Cola, for the first 6-month period of that Year.                       
               [Emphasis added.]                                                      
          In exchange for the right to receive the flex and marketing                 
          funds, the theater company agreed to the following performance              
          criteria (which dealt with obligations to exclusively purchase,             
          sell, and advertise Pepsi-brand products):                                  
               This Agreement, including all of Pepsi-Cola's support                  
               to the Customer as described above [the flex funds and                 
               the marketing funds], is contingent upon the Customer's                
               complying with all of the following performance                        
               criteria, with which the Customer hereby agrees to                     
               comply with as follows:                                                
               1.   The Customer agrees that exclusively Pepsi-Cola                   
                    supplied Soft Drink Products shall be served                      
                    throughout the Term of this Agreement in each of                  
                    the Customer's outlets:  Pepsi-Cola, Diet Pepsi-                  
                    Cola, Caffeine Free Diet Pepsi, Mountain Dew,                     
                    Lemon Lime Slice, Mandarin Orange Slice, Wild                     
                    Cherry Pepsi and Dr. Slice.                                       
               2.   The Customer shall purchase only Pepsi-Cola                       
                    supplied, Pepsi brand identified paper cups.  If                  
                    the Customer chooses to design a custom cup, at                   

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Last modified: May 25, 2011