Page 42 - Onboarding May 2017

* Setting strategic direction for the Concept Co-op.

The basic decisions about the operation of any supply chain or other program may, in the
applicable Concept Co-op Board’s discretion, be made by that Board including, but not limited to,
resolution of such issues as: (i) when to take title and when not to take title to goods and
equipment; (ii) the centralization or decentralization and geographic locations of purchasing and
program coordination functions for the applicable concept; and (iii) the choice of which approved
distributor shall provide distribution services to certain areas.

The appropriate employees and other professionals of CSCS shall conduct the supply
chain programs of the Concept Co-ops including, but not limited to, the negotiations for the
purchase of goods, equipment and distribution services. The directors of CSCS and the Concept
Co-ops shall not, directly or indirectly, interfere, participate, or seek to participate, as individual
directors in the supply chain or other programs or any specific supply chain or selling decisions
of CSCS except for the general policy decisions and guidance provided by the Boards.

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